Last Updated: This Agreement was last updated May 3, 2023.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION THAT AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES.
Using the Website
Don’t misuse the Website. For example, don’t interfere with the Website, try to access it using a method other than the interface and the instructions that We provide, or extensively or automatically copy any content from the Website (in other words, no scraping). You may use the Website only for Your personal non-commercial use, and as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing the Website to You if You do not comply with Our terms or policies, if We are investigating suspected misconduct, or for any other reason.
Using the Website does not give You ownership of any intellectual property rights in the Website or the content You access through them (“Content”). You may not use Content, except as permitted in this Agreement, by its owner, or as otherwise permitted by law.
The Website displays some Content that is not Our own. For example, Content belonging to Our advertisers, other third parties, you, or other users (collectively, “Third Party Content”). We are not responsible for, and You waive all of Our liability with respect to, Third Party Content. Third Party Content is the sole responsibility of the individual or entity that makes it available to You via the Website. We may review Third Party Content to determine whether it is illegal or violates Our policies, and We may remove or refuse to display Third Party Content that We believe violates Our policies or the law. But We do not generally review content beforehand, and We are not obligated to do so.
In connection with Your use of the Website, We may send You service announcements, administrative messages, and other information. You may opt out of Our marketing emails by clicking on the “unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before We are able to process Your opt-out.
If You submit feedback or suggestions about the Website, You agree that We may use Your feedback or suggestions without obligation to You.
Your NICHC Account
You may need an account in order to use the Website. If You create Your own account, You agree that all registration information You give Us will be accurate and current. If Your account has been assigned to You by an administrator, such as Your employer or educational institution, different or additional terms may apply and Your administrator may be able to access or disable Your account. You will timely notify Us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that You allow to store Your Website password, or on which You enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, You agree that You will be solely responsible for all activities that occur under Your Website accounts, including the activities of any individual with whom You share Your Website account or an Activated Device.
To protect Your account, keep Your password confidential. You are responsible for the activity that happens on or through Your account. If You learn of any unauthorized use of Your password, please contact us at email@example.com.
NICHC customers, prospective customers, and others (“SMS User”) who correspond with NICHC agree to receive text message communications from NICHC in connection with NICHC services and course offerings at the telephone number provided to NICHC by SMS User. SMS User understands that consent to receiving text messages as described herein is not required as a condition to purchase any goods or services. Message & data rates may apply. To opt out of receiving text messages from NICHC as described in this paragraph at any time, text or call 215.632.9000. For help, text or call 215.632.9000. For additional support email firstname.lastname@example.org or call (215) 632.9000.
Modifying and Terminating the Website
We are constantly changing and improving the Website. We may add or remove functionalities or features, and We may suspend or stop the Website altogether, at any time, without any notice or liability.
You can stop using the Website at any time, although we’ll be sorry to see You go. We may also stop providing the Website to You, or add or create new limits to the Website, at any time.
The training-related information and content posted on this Website is for informational purposes only and is subject to change at any time without notice. NICHC uses its best effort to provide timely and accurate data, but NICHC cannot guarantee the accuracy of such information and recommends checking with the applicable third-party or the NICHC directly to confirm the information presented on this Website before You make any final decisions regarding training. NICHC makes no representations or warranties of any kind, express or implied, regarding the use or the results of this Website in terms of its correctness, accuracy, reliability or otherwise. NICHC disclaims all warranties with regard to any training or other information provided.
Indemnification and Hold Harmless
User shall indemnify, defend and hold harmless NICHC, including its officers, directors, employees, representatives, affiliates, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Website and its contents (“NICHC Indemnitees”), from and against any claims, causes of action, demands, recoveries, damages, fines, penalties, losses or other costs or expenses, including but not limited to reasonable attorneys’ fees, incurred in whole or in part by NICHC Indemnitees, whether arising in tort, contract, or equity, arising out of or relating to: (i) User’s breach of this Agreement; (ii) User’s use of this Website in violation of this Agreement; or (iii) User’s violation of any law or other rights of a third party.
Limitation of Liability
To the extent permitted by law, in no event shall NICHC, including its officers, directors, employees, representatives, affiliates, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Website and its contents, be liable to any User of this Website, including, without limitation, for (i) any errors, omissions or inaccuracies with respect to training-related or other information on this Website; (ii) Your inability to use, unauthorized use of, performance or non-performance of this Website; (iii) any delay or inability to use this Website or any training-related or other information obtained through this Website; (iv) any actual, consequential or incidental damages otherwise arising out of the use of this Website; or (v) any property damage, including without limitation, damages to Your computer system caused by any harmful components, during or as a result of access to or use of this Website or any third-party website to which this Website provides hyperlinks. NICHC makes no warranty, express or implied, as to any training-related or other information on this Website. All training-related and other information on this Website are subject to change at any time without notice. YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
Logos or Trademarks
All logos and trademarks on this Website are the exclusive property of their respective owners. The use of logos or trademarks on this Website that belong to any third parties, and the availability on this Website of training-related or other information from such third parties, should not be construed as an affiliation, endorsement or sponsorship of this Website by any such third party.
Relationship Between NICHC and User
No agency or fiduciary relationship exists between NICHC and You as a result of Your use of this Website.
This terms and conditions of this Agreement, including any claims or other matters of dispute between You or any third-party and NICHC, including its officers, directors, employees, representatives, affiliates, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Website and its contents, shall be governed by and enforceable in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws. User agrees that service of process may be made by certified mail, postage prepaid, to User. User agrees that, in the event of any dispute, User shall be responsible for reasonable attorneys’ fees and court costs incurred by NICHC.
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.
If there is a conflict between this Agreement and any additional terms for the Website, the additional terms will control for that conflict.
You may not assign or delegate Your rights or obligations relating to this Agreement or Your account for the Website without Our prior written consent. We may assign this Agreement or assign or delegate any of Our rights or obligations at any time.
Changes to the Agreement
We may modify this Agreement or any additional terms that apply to the Website for any reason, for example, to reflect changes to the law or changes to Our Website. You should look at the Agreement regularly and the “Last Updated” date at the bottom of this Agreement. We’ll use reasonable efforts to give You notice of these modifications, such as posting notice of modifications to this Agreement on this web page, through the Website, or via email. By continuing to use the Website after We make these modifications, You agree that You will be subject to the modified Agreement. If You do not agree to the modified terms for the Website, You should discontinue Your use of the Website.
Without limiting your waiver and release set forth above, you agree to the following:
- Purpose. Any and all Disputes (as defined below) involving you and NICHC will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Binding Arbitration section (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Arbitration Provision does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
- Definitions. The term “Dispute” means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “NICHC” means The National Institute For Coordinated Health Care, Inc. and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Services or the Software.
- Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to NICHC by mail to P.O. Box 697, Gwynedd Valley, PA 19437.
- Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or NICHC may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
- Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify NICHC about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and NICHC agree otherwise, any arbitration hearing will take place in Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
- Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
- Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be NICHC’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse NICHC for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, NICHC will pay all fees and costs that it is required by law to pay.
- Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND NICHC AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
- Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.
If You have any questions or comments about this Agreement please contact NICHC at email@example.com.