TERMS OF SERVICE
Last Updated: December 15nd 2010
Thank you for using ENP,
LLC. ("Nursing Network", "we" or "us").
Nursing Network provides a software platform (the "Nursing Network")
that enables you to create, join or browse Social Network / Group Site (as
defined below) built on the Nursing Network Platform. We also provide a set of
services that will enhance your experience as a member of these Social Networks
/ Group Sites on the Nursing Network Platform.
These Terms of Service
contain general terms that apply to you as a user of the Nursing Network Platform,
along with additional terms that may apply to you as a Network Creator (as
defined below) if you decide to create your own Social Network / Group site.
When using the Nursing Network Platform, you will also be subject to the ENP
Network Privacy Policy and
additional posted guidelines, policies or rules applicable to specific services
and features on the Nursing Network Platform, which may be posted by us from time
to time (collectively, the "Guidelines"). All of these
Guidelines are part of this Agreement and are hereby incorporated by reference.
We strongly recommend that, as you read these Terms of Service.
These Terms of Service,
including any Guidelines and future modifications (collectively the "Terms
of Service" or "Agreement") govern your use of the
Nursing Network Platform and is a legal contract between you and Nursing Network.
By registering with us or
using or browsing the Nursing Network Platform, you acknowledge that you have read,
understood, and agree to be bound by this Agreement. If you do not agree to
these terms, you can stop using the Nursing Network Platform at any time.
The Nursing Network Platform
is not directed to children younger than 13 and is offered only to users 13
years of age or older. If you are under 13 years old, please do not use the ENP
Network Platform. Any person who provides their personal information through
the Nursing Network Platform represents to us that they are 13 years of age or
older.
You represent that you
are fully able and competent to enter into the terms, conditions, obligations,
representations and warranties set forth in these Terms of Service. If you are
using or creating a Social Network / Group Site on the Nursing Network Platform as
a representative of a company or legal entity, (i) you represent that you have
the authority to enter into this Agreement on behalf of that company or entity,
and (ii) you agree that the terms "you" and "your"
in this Agreement refers to your company or legal entity.
1. DEFINITIONS
"Content"
means (i) any work of authorship in a Social Network / group Site, including,
comments, recommendations, forums, photos, videos, music, sounds, images, text,
files, listings, logos, trademarks, postings, messages, tags and other content
added to or submitted with any of the foregoing; or (ii) other materials posted
on or transmitted through any Social Network / Group Site or the Nursing Network
Platform. "Your Content" is any Content that you submit to a
Social Network / Group Site or the Nursing Network Platform, either as an ENP
Network Member, Network Member or Network Creator (all as defined below). If
you are a Network Creator, Your Content includes the name, logo, trademark,
brand features and other Content that you (and not the Network Members of Your
Social Network(s) make available). Content does not include Network Code or
Platform Code.
"Embeddable
Widget" means any embeddable application provided and hosted by ENP
Network that allows for the viewing or playing of audio, photos, video, text and
other material on third party websites or services, including the Nursing Network,
Photo Slideshow and Nursing Network Videos.
"Members"
means both Nursing Network Network Members and ENP
Network Social Network / Group Site Members.
"Network Code"
means the software code (i.e., HTML, Javascript, or
PHP code) used to provide the functionality for a Social Network / Group Site
that is interpreted by the Platform Code (as defined below). Network Code
consists of Nursing Network proprietary code, Third Party Software (as defined
below), and may also consist of Your Code (as defined below), as applicable,
but expressly excludes Platform Code.
"Network Creator"
is an Nursing Network Member who creates and operates one or more Social Networks /
Group Sites on the Nursing Network Platform. A Network Creator is by definition a
Network Member of each of his or her Social Networks.
"Network Members"
are Nursing Network Members who have also registered with a particular Social
Network / Group Site on the Nursing Network Platform using their Nursing Network ID.
"Your Network Members" are Network Members who have registered
with Your Social Network / Group Site.
"Network Member
Data" means data provided by or collected from a Network Member by a
Network Creator for a particular Social Network, such as additional profile
data, including certain items of registration information, answers to Social
Network profile questions, forum posts, and statistical information about
Content contributed. Network Member Data does not include the Nursing Network ID or
any Nursing Network Member Data.
"Nursing Network ID"
is an account you create with ENP Network which
includes a name, email address, professional titles, specialties, location and
password. When you register as a Network Member on one or more Social Networks
/ Group Sites on the Nursing Network Platform, you use the email address and
password portion of your Nursing Network ID to authenticate with each such Social
Network / Group Site. Additionally, each Social Network / Group Site of which
you become a Network Member will not have access to your, email address. Only
your name and Nursing Network profile picture will be listed within the Social
Network / Group sites member / followers directory. This information will be
pre-populated into both Your Nursing Network Profile (as defined below) and Your My
Profile (as defined below) upon sign-up.
"Nursing Network
Members" are Users who complete a registration process with ENP
Network and obtain an Nursing Network ID. Nursing Network Members may also (but are not
required to) become Network Members.
"Nursing Network
Member Data" is data collected from Users by Nursing Network, including
the data collected for the Nursing Network ID and any data provided in Your ENP
Network Profile (as defined below). This includes all of the information
collected at signup / creation of the “Network Member” account on Nursing Network
such as name, e-mail, location, specialties, etc.
"Nursing Network
Member Services" are the services provided by Nursing Network to Network
Members. Nursing Network Member Services include, but aren't limited to: Network Member
registration, Network Member sign in and authentication, a message center,
friends, Friending, contact management (including the
ability to import contacts from third-party email services), and a set of
Social Network membership management services. Nursing Network Member Services do
not include any services that Network Creators provide to their Network
Members.
"Nursing Network-
Network Creator Services" are the services Nursing Network provides to
Network Creators. Nursing Network - Network Creator Services include, but aren't
limited to: a Network Creator's own Social Network / Group Site application;
Network Member registration or enrollment and authentication services; Network
Member account management; Social Network / Group Site management and security
applications; internal and external APIs; Javascript-compatible
APIs; a semi-structured content store; and Social / Group Site Network display,
management, and search services. Certain basic Nursing Network - Network Creator
Services are provided free of charge when you create a Social Network / Group
Site on the Nursing Network Platform.
"Nursing Network
Profile" means information that, if you are a Nursing Network Member, you
have provided to Nursing Network that is aggregated by Nursing Network into a master
profile and enables you to keep track of friends and messages across all Social
Networks / Group Sites. "Your Nursing Network Profile" is a Nursing Network Profile created by you on the Nursing Network
Platform.
"Nursing Network
Technology" means the past, present and future content of the Nursing Network
Platform, including all software in any format (including the Platform Code and
Network Code), Embeddable Widgets, hardware, products, processes, algorithms,
user interfaces, know-how, techniques, organization, designs, text, images,
photographs, illustrations, audio or video material, artwork, graphic material,
podcasts, advertising copy, databases, proprietary information, all
copyrightable or otherwise legally protectable elements of the Nursing Network
Platform and all other tangible or intangible materials related to, displayed,
performed or distributed on the Nursing Network Platform and the Nursing Network
Platform itself, including, the selection, sequence, and "look and
feel" and arrangement of items on the Nursing Network Platform, and all ENP
Network Marks (as defined below), domain names, patents, and other intellectual
property. Nursing Network Technology does not include Your Content or Your Code.
"Platform Code"
means the proprietary portion of the Nursing Network Platform that is used to
interpret the Network Code and other services available on the Nursing Network
Platform.
"Premium Services"
are services provided by Nursing Network to Network Creators or Network Members for
a fee.
"Social Networks / Group Sites"
consist of Network Code and other Content and are web applications running on
top of the Nursing Network Platform. Social Networks are created by Network
Creators and are provided for Network Members of that Social Network / Group
Site to interact and connect with other Network Members. Social Network / Group
Site features may include Network Member profiles, friends, invitations,
discussion forums, photo sharing, video sharing, music and podcast sharing,
events, latest activity streams, RSS feeds, pages, ratings, reviews, and
recommendations, broadcasts, announcements, job postings, navigation edits,
member access levels, member messaging among others. If you are a Network
Creator, "Your Social Network /
Group Site" is a Social Network / Group Site created and operated
by you on the Nursing Network Platform.
"Third Party Software"
means software that is licensed to you by third parties, including software
that is subject to so-called "open source" licenses, which means any
software licenses approved as open source licenses by the Open Source
Initiative or any substantially similar licenses, including any license that,
as a condition of distribution of the software licensed under such license,
requires that the distributor make the software available in source code
format, and including the GNU General Public License.
"Users"
are all end users of the Nursing Network Platform, and include you, any
unregistered users, all Nursing Network Members, all Network Members, all Network
Creators and all Third Party Application Developers.
"Your Code"
means any script, code, or other computer software uploaded by you to the ENP
Network Platform.
2. BENEFITS OF CREATING YOUR OWN SOCIAL
NETWORK
The Nursing Network Platform
is designed to give Network Creators and Network Members the freedom to create
and control their own Social Networks / Group Sites. Creating Social Networks /
Group Sites on the Nursing Network Platform is free. A Social Network initially
comes with 10GB of storage and 100GB of bandwidth and the ability to send up to
2,500 messages per month to your users; although such storage, e-mail limits
and bandwidth limits may be changed from time to time. Subject to this
Agreement, as a Network Creator, you control your Social Network / Group Site
and own all of Your Code and Your Content. Nursing Network does not claim any
ownership rights in Your Code or any of Your Content.
3. PREMIUM SERVICES AND PAYMENT
PREMIUM SERVICES
There are two primary
ways that we support the Nursing Network Platform: through advertising and Premium
Services. As a Network Creator or Network Member, you can purchase one or more
Premium Services from us. The categories and prices of our Premium Services are
described on our website and are subject to change from time to time ("Premium
Services Policies"). Nursing Network may choose to temporarily change the
fees for the Premium Services for promotional or new services, and such changes
are immediately effective when Nursing Network posts the changes on the Nursing Network
Platform. Any changes to fees for Premium Services that are not temporary or
promotional will be effective thirty (30) days after we provide you with notice
by posting such changes on the Nursing Network Platform. The changes shall only
apply prospectively to the Premium Services you've purchased. Unless otherwise
stated, all fees are quoted in U.S. Dollars.
PAYMENT
GENERALLY
You are responsible for
paying all fees and applicable taxes associated with the Premium Services in a
timely manner with a valid payment method. You authorize Nursing Network to charge
your credit card, charge card, debit card, PayPal, or financial institution account
(herein "Payment Method") for all charges to your accounts
with Nursing Network. Your Payment Method will be charged the current fee for the
Premium Service you choose on the date that you click on the
"Purchase" button in the ordering process. Today, we accept time
payments and recurring payments. You agree that Nursing Network may automatically
charge the fee to your Payment Method at the beginning of each recurring period
or if a one time fee at the date of purchase. For example, if you choose a
Premium Service with a monthly plan, you will be billed every month on the
anniversary date of the date you clicked the "Purchase" button.
Additionally, we may offer a pre-pay payment option for payment of Premium
Services ("Pre-Payment Plan"). If you opt for Pre-Payment
plan, your Payment Method will be charged the then-current fee for that Premium
Service at the commencement of each renewal period.
You acknowledge and agree
that any credit card and related billing and payment information that you
provide to Nursing Network may be shared by Nursing Network with companies who work on
Nursing Network's behalf, such as payment processors and/or credit agencies, solely
for the purpose of checking credit, effecting payment to Nursing Network and
servicing your account. The terms of your payment will be based on your chosen
Payment Method and may be determined by agreements between you and the
financial institution providing such Payment Method. You agree to pay ENP
Network all charges incurred under your account for any Premium Service in
which you or anyone else who uses your account (including children, family and
friends) enroll in accordance with this Agreement and any applicable Premium
Services policies. If your Payment Method fails or your account is past due,
(a) you agree to pay all amounts due on your account upon demand, (b) ENP
Network may collect fees owed using other collection mechanisms (this includes
charging other payment methods on file with us) and (c) Nursing Network reserves
the right to either suspend or terminate your Premium Services or your account
with Nursing Network, including deletion of your Social Network / Group Site from
the Nursing Network Platform.
Except as may be set
forth in applicable Premium Service Policies or Section 27 (Termination), any
fees charged to your account are non-refundable. You agree to submit any
disputes regarding any charge to your account in writing to Nursing Network within
sixty (60) days of such charge, otherwise such dispute will be waived and such
charge will be final and not subject to challenge. Refunds (if any) made
pursuant to such dispute, are at the discretion of Nursing Network.
TAXES
You are responsible for
paying any governmental taxes imposed on your use of the Nursing Network Platform,
including, but not limited to, sales, use, or value added taxes. If requested,
you will promptly furnish to Nursing Network the applicable receipts and/or
certificates regarding such remittances as soon as reasonably practicable. To
the extent that Nursing Network is obligated to collect such taxes, the applicable
tax will be added to your billing account.
4. YOUR CODE AND LICENSES TO YOUR CODE
You own Your Code. ENP
Network does not claim any ownership rights in Your Code. If you upload any of
Your Code to the Nursing Network Platform, subject to the licenses granted by you
herein, you continue to have the right to use and license Your Code in any way
you choose (and you are responsible for protecting those rights as
appropriate). You may only upload Your Code to the Nursing Network Platform, for
use on Your Social Network / Group Site, provided that Your Code complies with
the terms of this Agreement. At any point, you can take Your Code from Your
Social Network / Group Site and cancel your account and Nursing Network shall not
retain any license rights, except as provided below.
You hereby grant ENP
Network a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access,
use, reproduce, store, modify, distribute, publicly display, publicly perform
and create derivative works of Your Code (a) for the purpose of operating and
making Your Social Network / Group Site available on the Nursing Network Platform
and in all current and future media in which the Nursing Network Platform may now
or hereafter be distributed or transmitted; or (b) for our internal business
purposes. Additionally, you hereby grant Nursing Network a non-exclusive,
world-wide, transferable, irrevocable, sublicenseable
royalty-free right and license to continue using, reproducing, archiving,
caching, creating derivative works, publicly displaying and performing in
perpetuity, any of Your Code that is incorporated into the Nursing Network
Platform, provided that Nursing Network shall not use or distribute Your Code on a
stand alone basis. The foregoing license does not limit Nursing Network's rights
under any third party or open source license in which Your Code is licensed.
You are responsible for
making sure that you have all rights in Your Code you upload or use and all
rights that are necessary for you to grant the foregoing licenses to Your Code.
You are solely responsible for ensuring that Your Code is compatible with any
Nursing Network Technology. Nursing Network disclaims any liability or responsibility
for any unauthorized use of Your Code by third parties or Users of Your Social
Network / Group Site and is not responsible for protecting Your Code.
5. YOUR CONTENT AND LICENSES TO YOUR
CONTENT
Nursing Network does not
claim any ownership rights to Your Content. After posting Your Content, you
continue to retain ownership of Your Content, and you continue to have the
right to use and license Your Content in any way you choose. The Content that
you upload to any Social Network / Group Site needs to comply with the terms of
this Agreement. At any point, you can take Your Content from Your Social
Network / Group Site and cancel your account and Nursing Network does not retain
any license rights except as provided below.
You hereby grant ENP
Network, during the course of your usage of the Nursing Network Platform, a
nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i)
use, reproduce, create derivative works of, distribute, publicly perform and
publicly display Your Content (a) for the sole purpose of operating and making
Your Content available on the Nursing Network Platform and in all current and
future media in which the Nursing Network Platform may now or hereafter be
distributed or transmitted or (b) for our internal business purposes; and (ii)
disclose metrics regarding Your Content on an aggregated basis for advertising,
marketing and business development purposes. If you wish to grant Users or the
general public additional licenses to Your Content, please include the license
terms with Your Content. Without limiting the foregoing, Nursing Network reserves
the right to retain copies of Content for archival purposes after termination
of the Agreement.
You hereby agree that if
Your Content is removed from any Social Network / Group Site due to a violation
of these Terms, including in response to any valid DMCA (as defined below) take
down notice or because such Content contains illegal images, Nursing Network shall
have the right to use, reproduce and exploit Your Content in any manner without
restriction, including in response to any subpoena or other judicial or
administrative order, to assist government enforcement agencies or otherwise
required by law and to protect the rights, property or safety of Nursing Network,
any individual, or the general public.
You are responsible for
making sure that you have all rights in Your Content, including the rights
necessary for you to grant the foregoing licenses to Your Content. You are
solely responsible for Your Content. You understand that whether or not Your
Content is published or marked private by you, Nursing Network does not guarantee
any confidentiality or privacy with respect to any of Your Content. You agree
not to include any advertising in any of Your Content unless you purchase the
Premium Service to run your own advertising on Your Social Network / Group Site.
Additionally, you
understand and agree that Your Content that is displayed on the Nursing Network
Platform may continue to appear on the Nursing Network Platform, even after you
have terminated your Nursing Network Member or Network Member account or terminated
these Terms of Service, as portions of Your Content may have been incorporated
into Member profiles, RSS feeds or other features.
In addition to the
rights, licenses and privileges referred to above, you agree that Nursing Network,
in its sole discretion, may use and refer to your trademarks, service marks,
trade names, image, character, logos, domain names and other distinctive brand
features or identification in marketing materials, financial reports,
presentations, website materials, customer lists and other media now known or
hereafter discovered in connection with the marketing, advertising and
promotion of the Nursing Network Platform, and any products, goods, features,
capabilities and/or services associated with the Nursing Network Platform.
As a Network Creator or Network
Member you acknowledge that Nursing Network and its designees reserve the right,
but shall have no obligation, to pre-screen, filter, remove, refuse to accept,
post, display, or transmit any Content through or on any Social Network / Group
Site or the Nursing Network Platform in whole or in part at any time for any reason
or no reason with or without notice and with no liability of any kind.
If a Social Network /
Group Site is removed from the Nursing Network Platform, the Content associated
with that Social Network / Group Site may also be deleted at the discretion of
the Network Creator or Nursing Network. We encourage you to be sure you are
comfortable with this possibility before contributing Your Content to a Social
Network / Group Site. You should be aware that Nursing Network is not required and
may not keep back-up copies of Content (including Your Content) on the ENP
Network Platform once the Social Network / Group Site or Content is deleted.
Additionally, Nursing Network makes no guarantee, either during or after the term
of this Agreement, that Your Content will be safely stored on the Nursing Network
Platform and you should independently back-up Your Content.
6. LICENSES FROM NURSING NETWORK
LICENSE TO NURSING NETWORK PLATFORM
During and subject to the
terms and conditions of this Agreement, Nursing Network hereby grants you a
limited, non-exclusive, non-sublicensable, freely revocable license to access
and use the Nursing Network Platform solely to enable your use of the Nursing Network
Member Services and Nursing Network Network Creator Services. For clarity, aside
from the foregoing limited license, you acknowledge that you shall acquire no
rights in the Platform Code or Network Code.
You agree that, as
between you and Nursing Network, all the intellectual property
rights in the Nursing Network Platform, which does not include Your Content or Your
Code, are owned by Nursing Network or its licensors.
LICENSE TO EMBEDDABLE WIDGETS
During and subject to the
terms and conditions of this Agreement, Nursing Network hereby grants you a
limited, non-exclusive, non-sublicensable, freely
revocable license to incorporate Embeddable Widgets into other third party
websites or your own personal websites. The foregoing license shall terminate
immediately upon expiration or termination of this Agreement or removal of Your
Social Network / Group Site from the Nursing Network Platform by Nursing Network or you
and you agree to immediately stop using such Embeddable Widget.
LICENSE RESTRICTIONS
Except as expressly
permitted under this Agreement, you agree not to, nor will you allow any third
party (whether or not for your benefit) to:
• Run,
rent, lease, loan, or sell access to the Nursing Network Platform or the ENP
Network Technology.
• Decompile
or reverse engineer or attempt to access the source code of the software
underlying the Nursing Network Platform or Nursing Network Technology.
• Copy,
archive, store, reproduce, rearrange, modify, adapt, download, upload, create
derivate works from, display, perform, publish, distribute, redistribute or
disseminate any Nursing Network Technology.
• Access
the Nursing Network Platform to build a product using similar ideas, features,
functions, interface or graphics of the Nursing Network Platform.
• Access
(or attempt to access) any service on the Nursing Network Platform by any means
other than as permitted in these Terms of Service.
• Circumvent,
disable or otherwise interfere with security related features of the Embeddable
Widget or features that prevent or restrict use or copying of any Content or
Third Party Content or enforce limitations on use of the Embeddable Widget or
the Content and Third Party Content therein.
• Access
the Nursing Network Platform to upload Your Code or Your Content to cause a breach
of security to the Nursing Network Platform or any Social Network / Group Site or
interfere with the proper working of the Nursing Network Platform or prevent others
from using the Nursing Network Platform.
• Delete
the copyright and other proprietary rights notices on the Nursing Network Platform
or Embeddable Widgets.
• Perform
any act that may diminish or tarnish the reputation of any other Social Network
/ Group Site on the Nursing Network Platform.
7. INDEPENDENT DEVELOPMENT; FEEDBACK
You agree that ENP
Network may be independently developing software, content and other products or
services that may be similar to Your Code and Your Content and nothing in the
Agreement will be construed as restricting or preventing Nursing Network from
creating or fully exploiting such software, content and other items, without
any obligation to you.
You may from time to time
elect, in your sole discretion, to provide suggestions, comments, improvements,
ideas, recommendations or other feedback or materials to us related to Your
Social Network / Group Site or the Nursing Network Platform (including the Network
Code and Platform Code), including, on the Nursing Network blog, Network Creators
Forum or on the Nursing Network Open Social Directory ("Feedback").
If you elect to provide us any such Feedback, you hereby assign all ownership
in and to such Feedback to us, and acknowledge that we will be entitled to use
and implement any such Feedback in any manner without restriction, and without
any obligation of confidentiality, attribution or compensation to you. To the
extent the foregoing is deemed ineffective, you also hereby grant Nursing Network a
nonexclusive, perpetual, irrevocable, transferable, sublicensable,
royalty free, fully paid up license to use and otherwise exploit Feedback.
8. NURSING NETWORK TRADEMARKS AND LEGAL
NOTICES
Nursing Network trademarks,
logos, images, service marks, trade names and other distinctive branding
features used on the Nursing Network Platform "Nursing Network Marks"
are the trademarks of Nursing Network and may not be used without permission. ENP
Network is not granting you a license under any intellectual property right to
the Nursing Network Marks. Other trademarks, logos, and trade names that may appear
on the Nursing Network Platform are the property of their respective owners.
If you are a Network
Creator, Nursing Network reserves the right to include within Your Social Network /
Group Site applicable Nursing Network copyright and trademark notices for the ENP
Network Platform and links to the Nursing Network Terms of Service, Privacy Policy
and other Guidelines. All notices and links will be displayed consistently in
such form and placement as determined by Nursing Network.
9. NURSING NETWORK OWNERSHIP RIGHTS
You agree that, as
between you and Nursing Network, Nursing Network owns all right, title and interest,
including, all intellectual property rights, in and to the Nursing Network
Technology. Additionally, there are two types of data provided by or collected
from Network Members – Network Member Data and Nursing Network Member Data.
If you are a Network Creator or an administrator designated by a Network
Creator ("Moderator"), you agree that, as between Nursing Network
and you, Nursing Network owns all right, title and interest, including, all
intellectual property rights, in and to the Nursing Network Member Data. You shall
not acquire any right, title or interest therein, except for the limited rights
expressly set forth in this Agreement. Any rights not expressly granted herein,
are reserved to Nursing Network. You agree to abide by all copyright notices,
information, or restrictions contained in any part of the Nursing Network Platform.
You must not alter, delete, or conceal any copyright, trademark, patent, or
other notices contained on the Nursing Network Platform, including notices on any
Nursing Network Technology you download, transmit, display, print or reproduce from
or using the Nursing Network Platform.
10. SUPPORT AND
INTERACTION FOR NETWORK CREATORS
If you are a Network
Creator, Nursing Network provides documentation to assist you in creating and
enhancing Your Social Network / Group Site(s). You are responsible for
implementing and maintaining Nursing Network all support for Your Social Network /
Group Site(s), including answering questions from Your Network Members. This
includes, if you've customized the Network Code yourself (only as authorized by
Nursing Network), fixing bugs that Network Members might find and tell you about.
11. ADVERTISING AND PROMOTION FOR NETWORK
CREATORS
On free Social Networks /
Group Sites, we have the exclusive right to sell, run and/or serve third-party
advertising on your Social Network. These ads include but are not limited to
job postings, event postings, link building, resource centers, CPM or CPC image
or text ads, internal ads promoting Nursing Network premium services or features.
If you are a Network Creator, you agree not to include any advertising for
anything other than Your Social Network / Group Site, including ads served via
an ad-server service like Google AdSense, in any
Social Network / Group Site, any of Your Code, or Content you provide on ENP
Network you also agree that Nursing Network has a exclusive right to post third
party jobs, events and ads on your Social Network / Group Site and Nursing Network
may at any time run discounted or free promotions that will not include revenue
sharing. Nursing Network may establish general policies and guidelines surrounding
the running of Nursing Network of your own ads ("Advertising Policies").
Any such Advertising Policies are part of this Agreement and are subject to
change from time to time.
YOU AGREE THAT ENP
NETWORK WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT
INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS
THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR SOCIAL NETWORK.
If you are a Network
Creator, Nursing Network reserves the right to include promotional links on Your
Social Network(s) at no cost to Nursing Network, unless you pay the applicable
Premium Service fees to remove promotional links. Removal of promotional links
does not include removal of required Nursing Network legal notices and links to ENP
Network Terms of Service, Privacy Policy and Guidelines or any statement
indicating that Nursing Network uses Nursing Network ID for authentication upon sign in
by Your Network Members.
12. THIRD PARTY CONTENT AND HYPERLINKS TO
THIRD PARTY SITES
Content from other
Members or advertisers, including, information about third party products and
services and any Third Party Applications, is made available to you through
Social Networks / Group Site ("Third Party Content") on the
Nursing Network Platform. The inclusion of Third Party Content on the Nursing Network
Platform does not imply our affiliation or endorsement of such Third Party
Content. Because we do not control Third Party Content, you agree that we are
not responsible for any such Third Party Content, including the accuracy,
integrity, quality, legality, usefulness, safety or intellectual property
rights of or relating to such Third Party Content, it is the sole
responsibility of the person from which such Third Party Content originated,
and Nursing Network has no obligation to monitor such Third Party Content.
Notwithstanding the foregoing, Nursing Network or its designees reserves the right,
but shall have no obligation, to pre-screen, filter, remove, refuse to accept,
post, display or transmit any Third Party Content (including on any Social
Network / Group Site) in whole or part at any time for any reason or no reason
with or without notice and with no liability of any kind. You are solely
responsible (and assume all liability and risk) for determining whether or not
such Third Party Content is appropriate or acceptable to you. You understand
that by using the Nursing Network Platform you may be exposed to Third Party
Content that is offensive, indecent or objectionable, and that you use the ENP
Network Platform at your own risk.
Additionally, Nursing Network
or third parties may provide hyperlinks on Social Networks / Group Sites, or
any other form of link or redirection of your connection to other sites ("Third
Party Sites"). These Third Party Sites are in no way integrated into
the Nursing Network Platform and the inclusion of any link on a Social Network /
Group Site does not imply Nursing Network's affiliation or endorsement of the
linked site, their business practices (including their privacy policies) or any
information therein. Nursing Network expressly disclaims responsibility for, the
accuracy, quality, legality, nature, availability or reliability of Third Party
Sites linked to by or through the Nursing Network Platform. ACCESS AND USE OF THIRD
PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON
THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN
RISK.
13.
REPRESENTATIONS AND WARRANTIES.
You hereby represent and
warrant to Nursing Network that: (a) you will comply with all applicable local,
state, national and international laws (including the CAN-SPAM Act of 2003),
rules, and regulations in connection with your use of the Nursing Network Platform
including your promotional or other activities off the Nursing Network Platform
that relate to Your Social Network / Group Site; (b) you have the right to
grant to Nursing Network the rights granted herein and you own or have all necessary
rights, title and interest in and to Your Code and Your Content; (c) Your Code
and Your Content does not and will not (i) infringe, violate or misappropriate
any third-party right, including any copyright, trademark, patent, trade
secret, moral rights, privacy rights, rights of publicity, or any other
intellectual property or proprietary right, or (ii) slander, defame, libel, or
invade the right of privacy, publicity or other property rights of any person;
and (d) none of Your Code, Your Content or Your Social Network / Group Site
contains any viruses, Trojan horses, trap doors, back doors, Easter eggs,
worms, time bombs, cancelbots, or other computer
programming routines that may potentially damage or interfere with the ENP
Network Platform, or intercept or expropriate any system data or personal
information from the Nursing Network Platform.
14. ACCEPTABLE USE AND CONDUCT
You are solely
responsible for your conduct, Your Social Network / Group Site(s), Your Code,
and Your Content on the Nursing Network Platform. We want to keep the Social
Networks / Group Sites on Nursing Network safe and fun for everyone and the use of
the Nursing Network Platform for unlawful or harmful activities is not allowed. In
definition "safe and fun," you specifically agree that:
You will not post, email
or make available any Content to Users or use the ENP
Network Platform:
• In a
manner that infringes, violates or misappropriates any third party's
intellectual property rights or other proprietary rights or contractual rights;
• in a
manner that contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications equipment;
• to
engage in spamming, "chain letters," "pyramid schemes", advertisement
of illegal or controlled products or services, or other advertising or
marketing activities that violate these Terms of Service, any applicable laws,
regulations or generally-accepted advertising industry guidelines, including to
other Users whether on or off the Nursing Network Platform in connection with Your
Social Network / Group Site;
• in a
manner that is misleading, deceptive or fraudulent or otherwise illegal or
promotes illegal activities, including engaging in phishing or otherwise obtain
Nursing Network financial or other personal information in a misleading manner or
for fraudulent or misleading purposes;
• in a
manner that is libelous or defamatory, or in a way that is otherwise threatens
Nursing Network, or any Nursing Network Social Network / Group Site, abusive, violent,
harassing, malicious or harmful to any person or entity, or invasive of
another's privacy;
• in a
manner that is harmful to minors in any way;
• in a
manner that is hateful or discriminatory based on race, color, sex, religion,
nationality, ethnic or national origin, marital status, disability, sexual
orientation or age or is otherwise objectionable, as reasonably determined by
Nursing Network;
• to
impersonate a Nursing Network employee, or any other person, or falsely state or
otherwise misrepresent your affiliation with any person or entity, or to obtain
access to a Social Network / Group Site or the Nursing Network Platform without
authorization;
• to
interfere or attempt to interfere with the proper working of the Nursing Network
Platform or prevent others from using the Nursing Network Platform, or in a manner
that disrupts the normal flow of dialogue with an excessive number of messages
(flooding attack) to the Nursing Network Platform, or that otherwise negatively
affects other persons' ability to use the Nursing Network Platform;
• to use
any manual or automated means, including agents, robots, scripts, or spiders,
to access or manage any Network Creator's account or to monitor or copy the ENP
Network Platform (including the Network Code or Platform Code) or the content
contained therein;
• to
facilitate the unlawful distribution of copyrighted content;
• in a
manner that includes personal or identifying information about another person
without that person's explicit consent;
• in a
manner that employs misleading email or IP addresses, or forged headers or
otherwise manipulated identifiers in order to disguise the origin of Content
transmitted through the Nursing Network Platform or to Users; and
• in a
manner that constitutes or contains any form of advertising or solicitation if
(1) posted in Your Content; or (2) emailed to Users who have requested not to
be contacted about other services, products or commercial interests.
Additionally, you agree
not to:
• "Stalk"
or otherwise harass anyone;
• Collect,
use or disclose data, including personal information, about other Users without
their consent or for unlawful purposes or in violation of applicable law or
regulations;
• Request,
solicit or otherwise obtain access to usernames, passwords or other
authentication credentials from any Member of the Nursing Network Platform,
including Nursing Network ID passwords from a Network Creator, or to proxy
authentication credentials for any Member of the Nursing Network Platform for the
purposes of automating logins to the Nursing Network Platform;
• Use
any profanity or the description or name of any illegal activity in the name of
Your Social Network / Group Site or the Network Subdomain
(as defined below) for Your Social Network;
• Use
the name "Nursing Network" as any part of the name of Your Social Network
/ Group Site or the Network Subdomain for Your Social
Network / Group Site;
• Post
any Content containing child pornography to any Social Network / Group Site.
Nursing Network absolutely does not tolerate this and will report any suspected
instances of child pornography, including reporting any Nursing Network Member
Data, to law enforcement, including the National Center for Missing and
Exploited Children;
• Post
any Content that Nursing Network determines in its sole discretion, depicts or
contains rape, extreme violence, murder, bestiality, incest, or other similar
content;
• Post
any content for a competitor of Nursing Network or post links or content that
contains links to any site competitor of Nursing Network; or content on any ENP
Network site that contains hyperlinks, “hidden” keywords or keywords that are
irrelevant to the posting or otherwise misleading.
• Post
any Content that Nursing Network determines constitutes pornography or is adult in
nature.
• Use
automated means, including spiders, robots, crawlers, data mining Nursing Network
tools, or the like to download data from Social Networks / Group Sites and the
Nursing Network Platform - except for Internet search engines (e.g. Google) and
non-commercial public archives (e.g. archive.org) that comply with our
robots.txt file, or "well-behaved" web services/RSS/Atom clients. We
reserve the right to define what we mean by "well-behaved";
• Post
irrelevant Content, repeatedly post the same or similar Content or otherwise
impose an unreasonable or disproportionately large load on Nursing Network's
infrastructure;
• Attempt
to gain unauthorized access to Nursing Network's computer systems or engage in any
activity that disrupts, diminishes the quality of, interferes with the
performance of, or impairs the functionality of, the Nursing Network Platform;
• Take
any action that may undermine the feedback or ratings systems (such as
displaying, importing or exporting feedback information off of the Nursing Network
Platform or for using it for purposes unrelated to Nursing Network); and
• Develop,
invoke, or utilize any code to disrupt, diminish the quality of, interfere with
the performance of, or impair the functionality of the Nursing Network Platform.
• Provide
contact information listed on premium accounts or preceptor lists to any other
user other then yourself
You agree not to
authorize or encourage any third party to use the Nursing Network Platform or any
of Your Social Network / Group Sites (and Your Social Networks will not be
designed) to facilitate any of the foregoing prohibited conduct. You also agree
to immediately notify Nursing Network in the event of an actual or threatened claim
that you have violated any of the covenants and agreements contained in this
Agreement.
15. NURSING NETWORK PLATFORM POLICIES
Nursing Network may establish
general polices and limits concerning use of the Nursing Network Platform ("ENP
Network Platform Policies"), including (and without limitation) the
maximum number of days that Social Networks / Group Sites and uploaded Content
will be retained, the maximum number of and size of Content files and objects
(including email messages), the maximum disk space allotted to you or Your
Social Network /; Group Site(s), the maximum number of times and duration for
which you may access the Nursing Network Platform or Social Network / Group sites
in a given period of time, the maximum bandwidth used by Your Social Network/
Group Site(s) or Content, and the maximum CPU power used by Your Social Network
/ Group Sites or Content. The current Nursing Network Platform Policies are
part of this Agreement.
16. NURSING NETWORK'S RELATIONSHIP WITH USERS
You acknowledge that ENP
Network may terminate your account (which is separate from a Network Creator's
right to terminate your account), and remove your Nursing Network ID, Content and
Network Member Data, as well as disable your access to any and all Social
Network / Group Sites and the Nursing Network Platform, in accordance with the
terms of this Agreement. If you are a Network Member, you acknowledge that
nothing in any agreement (or related policies) you may be subject to with any
Network Creator or other party will alter, impair, supersede, amend or
otherwise affect in any way any terms of this Agreement, any Guidelines or ENP
Network's Privacy Policy.
17. COPYRIGHT INFRINGEMENT/DIGITAL
MILLENNIUM COPYRIGHT ACT COMPLIANCE
It is Nursing Network's
policy to respond to notices of alleged copyright infringement that comply with
the Digital Millennium Copyright Act ("DMCA"). For more
information, please go to Nursing Network's DMCA
Notification Guidelines. Nursing Network may remove any allegedly
infringing Network Code or Content without any liability to you.
Nursing Network will promptly
terminate without notice any Member's (including, for clarity, Network Member's
or Network Creator's) access to the Nursing Network Platform, including access to
any Social Network / Group Site, in appropriate circumstances where the Member
is a "repeat infringer" of copyrights. Generally, Nursing Network will
consider a Member a repeat infringer if it has received more than two
third-party notices of alleged infringement concerning Network Content or
Network Code posted by that Member anywhere on the Nursing Network Platform. ENP
Network, however, reserves the right to identify and terminate Members under
any circumstances it deems appropriate, including after only a single instance
of allegedly infringing behavior by that Member. Additionally, if a Network
Creator continues to allow its Network Member's to post Content that is subject
to notices of alleged copyright infringement, the Network may (at Nursing Network's
sole discretion) be disabled.
Additionally, if you are
a Network Creator, you agree to: promptly (and in any event in no more than 24
hours) address (including removing or disabling access to the allegedly infringing
content for valid DMCA take down notices) any copyright owner's written notice
(including any notices forwarded to you by Nursing Network) that specified Content
or Network Code posted on Your Social Network / Group Site infringes that
third-party's rights (including copyrights), provided that the notice
substantially complies with the requirements in the DMCA. If you receive a
counter-notice from the applicable Member that substantially complies with the
requirements of the DMCA instructing you to replace the allegedly infringing
Content or Network Code, you agree to replace or cease disabling access to the
Content or Network Code not less than ten (10) and no more than fourteen (14)
days after receiving the counter notice, provided that the complaining party
has not notified you that it has filed an action against the Member regarding
the alleged infringement. You also agree to forward a copy of the counter
notice to Nursing Network. Nursing Network strongly recommends that you consult with a
legal professional to confirm your obligations under the DMCA. Nursing Network is
not providing legal advice to you and nothing in this Agreement is legal advice
nor guarantees your compliance with applicable law or regulation. You are
solely responsible and liable for complying with all applicable laws, including
copyright and privacy laws in connection with Your Social Network.
18. NETWORK MEMBER DATA
Through our Nursing Network
Member Services, Nursing Network collects Nursing Network Member Data from Your Network
Members and general information about a User's use of Your Social Network /
Group Site(s). If you are a Network Creator, Moderator or Administrator, you
agree that your access to this Nursing Network Member Data (including the email
addresses provided by Network Members during the Nursing Network ID registration /
signup process) as part of the management controls of Your Social Network /
Group Site(s) is subject to the Nursing Network Privacy Policy. In addition,
subject to this Agreement, you may collect Network Member Data from Your Social
Network / Group Site Members; if you do so, you hereby agree that such Network
Member Data shall not be used in a manner inconsistent with, or that causes ENP
Network to violate Nursing Network's Privacy Policy.
Member privacy is
important to us. Therefore, if you are a Network Creator, Moderator or an
Administrator, you hereby agree that your use and disclosure of Network Member
Data and any Nursing Network Member Data shall: (a) comply with all Guidelines; and
(b) be reasonably protective of each Network Member's rights and in no event
shall you observe standards of privacy and confidentiality in connection with
the use and disclosure of Nursing Network Member Data or Network Member Data that
are less stringent than the standards set forth in the Nursing Network Privacy
Policy.
You must clearly
communicate on Your Social Network / Group site that Your Social Network uses
Nursing Network ID authentication (including, on each page on Your Social Network
on which information is collected for purposes of Nursing Network ID authentication)
and that each of Your Network Members will be sharing the data they provide to
you with Nursing Network. This is for clarity and to ensure Your Network Members
are aware of this relationship.
Subject to this Agreement
and each Network Member's rights, all Network Member Data shall be the property
of the applicable Network Creators. That being said, Nursing Network needs to run
Your Social Network / Group Site on the Nursing Network Platform. To this end, as a
Network Creator, you hereby grant Nursing Network a nonexclusive, worldwide,
perpetual, irrevocable, transferable, sublicenseable,
fully paid-up, royalty-free right and license to (i) use, reproduce, store,
create derivative works of, distribute, publicly perform and display the
Network Member Data on or through the Nursing Network Platform and in all current
and future media in which the Nursing Network Platform may be distributed; (ii) use
and disclose the Network Member Data and related metrics in an aggregate or
other non-personally identifiable manner (including, for use in targeting
advertising in a non-personally identifiable manner through and in connection
with the Nursing Network Platform; and (iii) use Network Member Data for other
purposes permitted by the Nursing Network Privacy Policy.
You acknowledge that ENP
Network may receive requests from Users or persons authorized to act on behalf
of such Users to modify or delete personally identifiable information relating
to such Users on Your Social Network / Group Site. Accordingly, you agree that,
within 24 hours of any email request by Nursing Network, you will: (a) delete all
Network Member Data and other personally identifiable information in your
possession or control relating to a particular User as specified by ENP
Network; and (b) confirm such deletion in email notice to Nursing Network.
Nursing Network is not
required to keep back-up copies of Network Member Data on the Nursing Network
Platform once the Social Network / Group Site or Network Member Data is
deleted. Nursing Network makes no guarantee that Network Member Data will be safely
stored on the Nursing Network Platform. To be safe, you should independently
back-up Network Member Data.
19. YOUR SOCIAL NETWORK / GROUP SITE
We want to give you as a
Network Creator as much freedom to create and control the Social Network /
Group site(s) you build on the Nursing Network Platform as possible. You may have
your own agreement(s) or policies between you and each of Your Network Members,
provided that each such agreement or policies do not supersede, amend or
otherwise affect in any way any terms of this Agreement, any Guidelines or our
Privacy Policy and provided that you allow Nursing Network to display the ENP
Network Terms of Service, Privacy Policy and any Guidelines on your Social
Network.
To enable a great
experience for all Users on the Nursing Network Platform, if you are a Network
Creator, you agree to ensure each Social Network / Group Site you create or
manage does not degrade the performance of the Nursing Network Platform. If your
Social Network / Group Site(s) exceed the quotas and limitations set by ENP
Network (e.g., storage or bandwidth) as set forth in the Nursing Network Platform Policies or
otherwise degrades performance of the Nursing Network Platform or other services in
any way, we may suspend your Social Network / Group Site(s) at our sole
discretion and without notice.
You agree not to harvest
any email addresses from Social Networks or the Nursing Network Platform for the
purpose of sending email in violation of applicable law or otherwise violate
the "Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to
knowingly collect any information from, or develop any Social Networks / Group
Site(s) that are targeted at children under the age of 13.
You acknowledge that ENP
Network may terminate the account of any Member (including Your Social Network
/ Group Site Members) in accordance with these Terms of Service.
Your Social Network /
Group Site(S) shall not be designed or implemented in
a way that, as determined by Nursing Network in its sole discretion, might mislead
a User into believing that: (i) he or she is interacting directly with ENP
Network when interacting with Your Social Network / Group Site, or (ii) any of
Your Social Network was created by or are endorsed by Nursing Network. Because we
want you to have as much freedom over your Social Network / Group Site as
possible, Nursing Network takes no responsibility for any Content located in Your
Social Network / Group Site and Nursing Network has no obligation to monitor such
Content or Your Social Network / Group Site.
You acknowledge that ENP
Network also reserves the right to remove, preserve, and disclose any
information or Content on any Social Network / Group Site (including ENP
Network ID and Network Member Data) or account it deems necessary or
appropriate to (a) satisfy any applicable law, regulation, legal process or
governmental request, (b) enforce this Agreement, including investigation of
potential violations hereof, (c) detect, prevent, or otherwise address fraud,
security, or technical issues, (d) respond to User support requests, (e)
protect the rights, property, or safety of Nursing Network, its Users, and the
general public, or (f) investigate or defend ourselves against third-party
claims or allegations.
20. YOUR ACCOUNT
You need to register and
create a Nursing Network ID in order to become a ENP
Network Member, Network Member or Network Creator on the Nursing Network Platform.
You are responsible for keeping your Nursing Network ID password secure. ENP
Network IDs are non-transferable. You will be solely responsible and liable for
any activity that occurs under your Nursing Network ID. Nursing Network reserves the
right to log off or deactivate Member accounts that are inactive for an
extended period of time.
When you create Your
Social Network / Group Site, Nursing Network assigns you your own subdomain for Your Social Network / Group Site. You will be
solely responsible and liable for any activity that occurs under Your Social
Network / Group Site(s) Subdomain. Nursing Network
maintains ownership of your Network Subdomain and
grants you a limited, non-exclusive, non-sublicensable, non-transferable,
freely revocable, license solely to use the Network Subdomain on the ENP
Network Platform.
You may not use anyone
else's account, Nursing Network ID or Network Subdomain
at any time, without the permission of the account holder. You should never
give out your password to another individual or entity. Nursing Network will not be
liable for any loss that you may incur as a result of someone else using your
Nursing Network ID, Network Subdomain, or password,
either with or without your knowledge. However, you may be held liable for
losses incurred by Nursing Network or another party due to someone else using your
Nursing Network ID, Network Subdomain, or password. In
other words, please be careful with your identity and passwords.
21. DISCLAIMER OF WARRANTIES
YOUR USE OF THE ENP
NETWORK PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE,
NON-NURSING NETWORK CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR
SOLE RESPONSIBILITY AND RISK. THE NURSING NETWORK PLATFORM AND ALL NETWORK CODE,
PLATFORM CODE, THIRD PARTY SOFTWARE, NON-NURSING NETWORK CODE AND CONTENT
(INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. NURSING NETWORK AND ITS SUCCESSORS, AFFILIATES,
CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY
DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND
NON-INFRINGEMENT. NURSING NETWORK AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS,
EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT
THE NURSING NETWORK PLATFORM, OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY
SOFTWARE, NON-NURSING NETWORK CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL
MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT
DEFECTS WILL BE CORRECTED, OR THAT THE NURSING NETWORK PLATFORM OR THE SERVER THAT
MAKES THE NURSING NETWORK PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. NURSING NETWORK MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND
DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING
THIRD PARTY CONTENT) OR ADVERTISING ON THE NURSING NETWORK PLATFORM OR YOUR SOCIAL
NETWORK / GROUP SITE (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR SOCIAL
NETWORK / GROUP SITE OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-ENP
NETWORK CODE WITH ANY NURSING NETWORK TECHNOLOGY.
ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE NURSING NETWORK PLATFORM IS DONE AT
YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NURSING NETWORK OR ITS SUCCESSORS,
AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS,
OR THROUGH OR FROM THE NURSING NETWORK PLATFORM SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TERMS.
22. INDEMNITY
You agree to indemnify,
defend, and hold harmless Nursing Network, and its successors, subsidiaries,
affiliates, co-branders, contractors, employees, all third-party advertisers,
technology providers, service providers or other partners, and each of their
respective officers, directors, agents, shareholders, employees and
representatives, from and against any third party claim, demand, loss, damage,
cost, or liability (including, reasonable attorneys' fees) arising out of or
relating to:
• Your
Code, Your Content or Your Social Network / Group Site;
• Your
use of any Non-Nursing Network Code or Third Party Applications;
• Your
use or misuse of, or connection to, the Nursing Network Platform;
• Your
breach or alleged breach of this Agreement;
• Your
violation of any rights (including intellectual property rights) of a third
party;
• Your
use or misuse of any User data (including Nursing Network Member Data and Network
Member Data), including, in violation of the Nursing Network Privacy Policy and
• Your
breach or alleged breach of any agreement or policy between you and other
Users.
Nursing Network reserves the
right, at your expense, to assume the exclusive defense and control of any
matter for which you are required to indemnify us and you agree to cooperate
with our defense of these claims. You agree not to settle any matter without the
prior written consent of Nursing Network. Nursing Network will use reasonable efforts
to notify you of any such claim, action or proceeding upon becoming aware of
it.
23. YOUR INTERACTIONS WITH OTHER USERS
Your interactions with
other Users, including payment and delivery of goods or services, and any other
terms, conditions, warranties or representations associated with such dealings,
are solely between you and the other User. Like with any web-based interaction,
we suggest that you use caution and good judgment. If there is a dispute
between you and any third party (including any Network Member or Network
Creator), Nursing Network is under no obligation to become involved.
You release Nursing Network,
its officers, employees, agents and successors from claims, demands and damages
of every kind or nature arising out of or related to any disputes with other
Users. If you are a California resident, you waive California Civil Code
Section 1542, which says: "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time
of executing the release, which, if known by him must have materially affected
his settlement with the debtor." And, if you are not a California
resident, you waive any applicable state statutes of a similar effect.
24. LIMITATION OF LIABILITY
YOU AGREE THAT, UNDER NO
LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL NURSING NETWORK OR
ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS,
PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES
(EVEN IF NURSING NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE
THE NURSING NETWORK PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS
AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER
OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO NURSING NETWORK BY YOU IN THE TWELVE
MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL
ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR
SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY
THIRD PARTIES OTHER THAN NURSING NETWORK (INCLUDING THIRD PARTY APPLICATION
DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE NURSING NETWORK
PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO
NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR
LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH
LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN
WHICH YOU ARE LOCATED.
25. CHANGES TO NURSING NETWORK PLATFORM
Nursing Network reserves the
right at any time (and from time to time) to modify, suspend, or discontinue
providing the Nursing Network Platform or any part thereof with or without notice.
Nursing Network will not be liable to you or to any third party for any
modification, suspension or discontinuance of the Nursing Network Platform.
26. AMENDMENTS
We may amend, modify,
change, add or remove portions of this Agreement or any Guidelines at any time
without notice to you by posting a revised version on www.nursingnetwork.com or
elsewhere on the Nursing Network Platform. The revised version will be effective at
the time we post it. Please check this Agreement and any Guidelines
periodically for changes. Your continued use of the Nursing Network Platform after
posting of the changes constitutes your binding acceptance of such changes. We
last modified this Agreement on the date stated above. However, if the revised
version includes a material change, it will be effective for an existing User
(including Nursing Network Member, Network Member or Network Creator) on the
earlier of (a) the date you accept it, and (b) 30 days after the material
changes are initially posted to www.nursingnetwork.com or elsewhere on the Nursing Network
Platform. The revised version will apply to you immediately if you are a User
who registers or first uses the Nursing Network Platform on or after the posting of
the revised version.
27. TERM AND
TERMINATION
TERM
This Agreement shall
remain in full force and effect unless and until your account is terminated as
provided herein. You may terminate your membership within any Social Network /
Group Site on the Nursing Network Platform at any time and for any or no reason by
using the Nursing Network "Contact Us".
TERMINATION
Nursing Network has the right
(at its sole discretion) for any reason to (i) delete, disable or deactivate
your account, block your email or IP address, or otherwise terminate your
access to or use of the Nursing Network Platform or any Social Network / Group
Site, (ii) remove and discard any Network Code or Content within any Social
Network / Group Site or anywhere on the Nursing Network Platform or (iii) shut down
a Social Network / Group Site, with or without notice, and with no liability of
any kind to you.
If you terminate your
account, we will have no obligation to refund you any fees you may have paid
except as may be required by applicable law.
EFFECTS OF TERMINATING
UPON DEACTIVATING YOUR ACCOUNT, THIS
AGREEMENT TERMINATES AND YOU WILL NO LONGER HAVE A RIGHT TO ACCESS YOUR
ACCOUNT, YOUR CODE, YOUR CONTENT, YOUR NETWORK MEMBER DATA OR YOUR SOCIAL
NETWORK/ GROUP SITE(S). NURSING NETWORK WILL NOT HAVE ANY
OBLIGATION TO ASSIST YOU IN MIGRATING YOUR DATA, YOUR CONTENT, YOUR NETWORK
MEMBER DATA, YOUR CODE OR YOUR SOCIAL NETWORK / GROUP SITE(S)
OFF OF THE NURSING NETWORK PLATFORM AND NURSING NETWORK DOES NOT KEEP ANY BACK-UP OF
ANY OF YOUR CONTENT OR YOUR NETWORK MEMBER DATA. NURSING NETWORK IS NOT RESPONSIBLE
FOR DELETING YOUR CODE, NETWORK CODE OR CONTENT ON YOUR BEHALF. NOTE THAT, EVEN
IF YOUR CODE, NETWORK CODE OR CONTENT IS DELETED FROM NURSING NETWORK'S ACTIVE
SERVERS, IT MAY REMAIN IN OUR ARCHIVES (BUT WE HAVE NO OBLIGATION TO ARCHIVE OR
BACK-UP YOUR CODE OR SUCH NETWORK CODE OR CONTENT), AND SUBJECT TO THE LICENSES
SET FORTH IN THIS AGREEMENT.
SURVIVAL
The following Sections
will survive termination of these Terms of Service for any reason: Sections 1,
3, 4-9, 13-24, 27-33.
28. GOVERING LAW; VENUE
This Agreement shall be governed
by the laws of the State of Florida without regard to conflict of law
principles. The provisions of the United Nations Convention on the
International Sale of Goods and the Uniform Computer Information Transactions
Act, however designated, are excluded and shall not apply to this Agreement or
any transactions hereunder.
You agree to submit to
the personal and exclusive jurisdiction of the state courts and federal courts
located within Palm Beach County, Florida for the purpose of litigating all such
claims or disputes.
29. RELATIONSHIP OF THE PARTIES
The parties are
independent contractors with respect to each other. This Agreement does not
constitute and shall not be construed as constituting a partnership or joint
venture among the parties hereto, or an employee-employer relationship. You
agree that Nursing Network has no special relationship with or fiduciary duty to
you. Neither party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other party.
30. UNITED STATES EXPORT CONTROLS
You agree to comply with
all applicable export and reexport control laws and
regulations, including the Export Administration Regulations ("EAR")
maintained by the U.S. Department of Commerce, trade and economic sanctions
maintained by the Treasury Department's Office of Foreign Assets Control
("OFAC"), and the International Traffic in Arms Regulations
("ITAR") maintained by the Department of State. Specifically, you
agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any
products, software, or technology (including products derived from or based on
such software or technology) received from Nursing Network under this Agreement to
any destination, entity, or person prohibited by the laws or regulations of the
United States, without obtaining prior authorization from the competent
government authorities as required by those laws and regulations. You agree to
indemnify, to the fullest extent permitted by law, Nursing Network from and against
any fines or penalties that may arise as a result of your breach of this
provision. This export control clause shall survive termination or cancellation
of this Agreement.
31. NO THIRD PARTY BENEFICIARIES
The parties specifically
disavow any desire or intention to create a "third party" beneficiary
contract, and specifically declare that no person, except for the parties and
their permitted assigns, shall have any rights hereunder nor any right of
enforcement hereof.
32. GENERAL
The failure of ENP
Network to exercise or enforce any right or provision of this Agreement does
not constitute a waiver of such right or provision. If any provision of this
Agreement is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should try to give effect to the
parties' intentions as reflected in the provision, and the other provisions of
this Agreement remain in full force and effect.
You may not delegate your
duties under this Agreement or assign this Agreement or your Nursing Network
accounts or Nursing Network IDs, in whole or in part, provided, however, that you
may assign this Agreement in connection with any merger (including by operation
of law), consolidation, reorganization, or sale of all or substantially all of
its related assets or similar transaction. Nursing Network may assign any of its
rights and obligations under this Agreement without consent, including, in
connection with any merger (including by operation of law), consolidation,
reorganization, or sale of all or substantially all of its related assets or
similar transaction. This Agreement shall be binding on the parties' permitted
assignees, transferees and successors.
This Agreement, which incorporates
the Nursing Network Privacy Policy and the Guidelines, constitutes the entire
agreement between you and Nursing Network and governs your use of the Nursing Network
Platform, superseding any prior agreements (whether written or oral) between
you and Nursing Network regarding the subject matter hereof. Neither party is
relying upon any warranties, representations, assurances or inducements not
expressly set forth in this Agreement.
The terms
"including" and "includes" shall be deemed to be followed
by the statement "without limitation" and neither of these terms
shall be construed to limit any word or statement it follows to the specific or
similar terms or matters immediately following it.
Nursing Network may provide
you with notices, including those regarding changes to this Agreement or any of
Nursing Network's terms and conditions, by email, regular mail, or postings on the
Nursing Network Platform. Notice will be deemed given twenty-four (24) hours after
email is sent, unless Nursing Network has previously been notified that the email
address is invalid. Notices not pertaining to any amendments to this Agreement
or any Guidelines (such as notices relating to technical changes to the ENP
Network Platform) are deemed given two (2) days following the initial posting.
33
MEDICAL DISCLAIMERS
The
Materials available through this Site are for informational and educational
purposes only and are not a substitute for the professional judgment of a
health care professional in diagnosing and treating patients. Nursing Network or
You are not permitted to advise, diagnose, or otherwise treat users of this
Site. Neither the content nor any other service offered by or through this site
is intended to be for medical diagnosis or treatment. Persons accessing this
information assume full responsibility for the use of the information and agree
that Nursing Network is not responsible or liable for any claim, loss, or damage
arising from the use of the information. Nursing Network does not recommend or
endorse any specific drugs, tests, physicians, products, procedures, opinions,
"off-label" drug uses or other information that may be mentioned on
the site. Your reliance upon the Materials obtained or used by You at or through this Site is solely at Your own risk.
34
PATIENT DATA AND LEGAL COMPLIANCE
The
Materials provided through the Site may enable You to
transmit, store, review or receive confidential patient information
("Patient Information"). State and Federal laws, as well as ethical
and licensure requirements of Your profession may impose obligations with respect
to patient confidentiality that may limit the ability of physicians, health
care providers, and persons acting on their behalf, to make use of certain
Materials or to transmit certain information to third parties. You represent
and warrant that You will, at all times during the term of this Agreement and
thereafter, comply with all laws directly or indirectly applicable to You that
may now or hereafter govern the gathering, use, transmission, processing,
receipt, reporting, disclosure, maintenance, and storage of the Patient
Information, and use Your best efforts to cause all persons or entities under
Your direction or control to comply with such laws. You are, at all times
during the term of this Agreement and thereafter, solely responsible for obtaining
and maintaining all patient consents, if applicable, and all other legally
necessary consents or permissions required or advisable to disclose, process,
retrieve, transmit, and view the Patient Information You transmit, store, or
receive in connection with the Site, the Materials and any third party site.
You agree that Nursing Network, Nursing Network’s licensors and licensees, and all
other persons or entities involved in the operation of the Materials and
functionalities provided through the Site, have the right to monitor, retrieve,
store, review and use Patient Information, if applicable, in connection with
the operation or use such Materials, and are acting on Your behalf in
transmitting Patient Information. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY
FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED,
MONITORED, STORED OR RECEIVED WHILE USING THE SITE AND THE MATERIALS ON THE
SITE. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL (ALONG WITH THE RIGHT
TO REVOKE ANY MEMBERSHIP OR RESTRICT / SUSPEND ACCESS TO NURSING NETWORK) THAT IN
OUR SOLE DISCRETION VIOLATES THE ABOVE.
35. CONTACTING NURSING NETWORK
You may contact ENP
Network in the following ways:
E-MAIL:
legal@nursingnetwork.com
POSTAL:
Nursing Network – PO BOX 31201 Palm Beach Gardens,
FL 33420
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and thank you for using Nursing Network!
