Nursegrid Terms of Use

Last Updated June 30, 2023

Welcome to Nursegrid! These Terms of Use (or “Terms”) govern your use of the Nursegrid application (“Nursegrid”) provided by HealthStream, Inc. (together, with subsidiaries and affiliates, “HealthStream”, “us” or “we”). Please read these Terms carefully. If you have any questions, please contact us at support@nursegrid.com. BY ACCESSING OR USING NURSEGRID, YOU ACCEPT THESE TERMS AND ALL DOCUMENTS INCORPORATED BY REFERENCE HEREIN. You can also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you in any agreement or electronic form. These Terms will remain in effect as long as you access Nursegrid or maintain a Nursegrid profile. You acknowledge that we may make changes to Nursegrid at any time. If you do not agree to these Terms, do not access or use Nursegrid. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND HEALTHSTREAM.

1. Nursegrid

Nursegrid is a nurse-centric application offered by HealthStream that provides registered users (“Users”) with access to shift swap, credential management, Shift Reflections, and other features to empower nurses to take control of their schedules and careers. Nursegrid is available to individual Users at a free, limited access level (“Free Access”) or as a paid, premium access level that is typically managed by and paid for on behalf of the User by the User’s nursing employer (“Managed Access”). To use Nursegrid, you must be at least 18 years old and reside in the United States or any of its territories or possessions. By installing or using Nursegrid, you represent and warrant that you are of legal age to form a binding contract with us and you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use Nursegrid. Free Access Users may be precluded from using certain portions, components, content, features, or resources of Nursegrid. We reserve the right to eliminate or modify any or all of the functionality of Free Access at any time without any prior notice to you. Where Managed Access is purchased for your use by your nursing employer, you will be able to use the Managed Access Nursegrid until the expiration of a specified term agreed between us and your nursing employer. The nursing employer paying for your access to Managed Access Nursegrid controls the scope and duration of the subscription by which you may access Managed Access Nursegrid and may terminate your access to it. You agree that we will not be liable to you or any third party for any termination or cancellation of your access to, or use of, Managed Access Nursegrid that was originally provided to you by such nursing employer. If you had Managed Access paid through a nursing employer, but you are no longer eligible to receive such benefit from the nursing employer, it is also possible that your Managed Access will terminate with us, and you will have to re-register to use the Free Access.

2. Not Career, Medical, or Other Professional Advice

Nursegrid offers Contents (described in Section 7) that relate to your career and the provision of healthcare, but Nursegrid is not career, medical, or any other form of professional advice. YOU UNDERSTAND AND AGREE THAT ALL NURSEGRID CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NURSEGRID DOES NOT OFFER CAREER, EMPLOYMENT, MEDICAL, OR LEGAL ADVICE, OR ANY TYPE OF COACHING, ADVISING, OR PROFESSIONAL SERVICE. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such content by you or any other User, or by anyone who may be informed thereof. If you have employment or career questions, you are advised to speak with your supervisor or legal counsel. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or any other situations necessitating professional advice or services from an individual holding the requisite licenses.

3. Privacy

At Nursegrid, your privacy is of the highest priority. We keep your User data separate from any data you may have with HealthStream. If you have an account with HealthStream or other applications we offer, your User account is not automatically connected to those accounts. In addition, we may offer features that allow you to elect to connect your User account with other HealthStream products or services. At that time, we will explain the benefits and privacy implications of choosing to use those features. For more information, please review the  Privacy Notice for Nursegrid and Nursegrid Learn, which is incorporated into these Terms by this reference.

4. Registration

To use the Nursegrid application, you must register and create a User profile. The Personal Information you provide to us is governed by the Privacy Notice for Nursegrid and Nursegrid Learn. Your profile will grant you access to the User dashboard where you can update or change the information in your profile, subscription level, and other options. You will be given login credentials, including a username and password. Your account is personal to you and you agree not to provide any other person with access to Nursegrid using your credentials. You are responsible for maintaining the confidentiality of your login credentials, and you are responsible for all activities that occur using your access credentials. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. To access the Public Forums (defined in Section 15) or interact with other Users, you may be required to create a profile that may contain certain Personal Information about you. Users also have the option to post photographs, messages, videos, and other information on their profiles. We rely on Users to provide current and accurate information, and we do not, and cannot, investigate information contained in User profiles. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE CURRENCY OR ACCURACY OF PROFILE INFORMATION, AND HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY USERS BY MEANS OF PROFILES OR OTHERWISE IN CONNECTION WITH THEIR USE OF NURSEGRID.

5. Fees and Payment

Whether you use the Free Access or Managed Access level, you are responsible for all charges and fees you incur when you use Nursegrid, including without limitation all wireless and/or internet service provider fees, devices and equipment, sales taxes and any other fees and charges necessary to access Nursegrid. Your access to Nursegrid begins when you sign up for Nursegrid and create a profile and continues until terminated or canceled in accordance with these Terms. You agree to pay the fees that you incur as part of your use of Nursegrid and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you register as a User. Nonpayment or late payment may result in loss of access to Nursegrid, at our sole discretion. All fees are quoted in United States dollars. We may, at our option, offer discounts or promotions from time to time. Eligibility, terms and conditions of discounts and promotions are described on Nursegrid at the time offered. We reserve the right to rescind or discontinue a discount or promotion if we determine that a User is ineligible or for any other reason in our sole discretion. For Managed Access, the nursing employer’s monthly fee is determined based on the number of Users to whom the nursing employer grants access through the subscription. The initial billing period may be less than a full month, in which case, fees for that initial billing period will be prorated accordingly. Billing and payment cycles are governed by the nursing employer’s Master Services Agreement and any applicable Order Form. If you cancel Free Access, your cancellation is effective immediately. If you cancel Managed Access, or if a nursing employer removes a User from its Managed Access, such cancellation is effective at the end of the then-current billing period. We may terminate your access immediately upon giving notice to you if you breach any of these Terms. We reserve the right to change our access level or features offered or adjust our fees or any components thereof in any manner and at any time. In addition, we may terminate your subscription for any other reason or for no reason by giving you 30 days’ notice. You must maintain a valid payment method associated with your account. You expressly authorize us to charge your payment method for the fees you incur when using Nursegrid, along with any sales and use taxes. You represent and warrant that the payment information you provide to us is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. If you cancel your access or otherwise terminate your agreement with us, we will retain any fees you paid to us under these Terms. No refunds are available.

6. Mobile Application

To use Nursegrid, you must have a compatible mobile telephone or handheld device, Internet access, and the necessary minimum specifications (“Software Requirements”) to use the mobile application. The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. Software may be upgraded from time to time to add support for new functions and services. The mobile application may request certain privacy permissions from time to time such as access to your calendar, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of the agreement with your respective mobile network provider will continue to apply when using Nursegrid on a mobile device. Data and messaging charges may apply to such use, and you accept responsibility for any such charges that arise. If you are not the bill payer for the mobile device used to use Nursegrid on a mobile device, you will be assumed to have received permission from the bill payer for such use.

7. Nursegrid Contents

Unless otherwise expressly indicated, Nursegrid and the information and contents included thereon, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in Nursegrid, and other materials, as well as names, logos, taglines, trade dress, and other trademarks on Nursegrid, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by HealthStream or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions.

8. License Grant

Subject to these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Nursegrid for your own personal, non-commercial purposes. Nursegrid (including the Contents) is licensed to you, not sold. Except as expressly provided in these Terms, no license to or regarding any of the Contents is granted in connection with your use of Nursegrid. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of HealthStream or any third party. Only a duly authorized officer of HealthStream may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of HealthStream is invalid. We reserve all rights not expressly granted in these Terms. The permissions described herein will terminate automatically if you breach any of these Terms of Use.

9. Communications

We may use your contact information to communicate with you about Nursegrid or our other services. For example, we may send you emails or other communications to facilitate your registration, password request, or reset, or to respond to your requests for support. You understand that you receive these communications as part of your use of Nursegrid, and you will not be able to opt-out of receiving these messages. If you have a SaaS Service, the nursing employer paying for your subscription may also send you periodic communications or post materials on Nursegrid, subject to their applicable terms and conditions and privacy notice. We may also send you marketing communications by email, mail, or other methods in compliance with applicable law. As part of our policy to provide you with total privacy, we provide you the option of opting out from receiving marketing communications from us.

10. Your Texting Consent

By providing us with your wireless phone number, you consent to us sending you informational text messages related to Nursegrid and other information you request from us. The number of texts that we send to you will be based on your circumstances and requests. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

11. Acceptable Use

You agree to (i) use Nursegrid in compliance with these Terms and applicable laws and (ii) never use Nursegrid to transmit any personal health information, medical advice, diagnoses, or any other service that requires professional licensure. Any other use of the Contents in Nursegrid including reproduction for purposes other than as noted above, without the prior written permission of HealthStream, is strictly prohibited. You agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer Nursegrid or any portion thereof (including the Contents) or use it in any manner not expressly authorized by these Terms. You may not copy, reverse engineer, translate, port, modify or make derivative works of any portion of Nursegrid. Tampering with Nursegrid, conducting fraudulent activities on Nursegrid and all other illegal activities are prohibited and may subject a User to legal action and/or termination of your access to Nursegrid. You may not use our Contents in any way that might confuse or that disparages Nursegrid or HealthStream in any way. You may only link to Nursegrid, nursegrid.com, or our Contents if you: (a) link in a way that is fair and legal and does not damage or exploit our reputation or take advantage of it; (b) do not suggest any form of association, approval, or endorsement on our part without our express written consent; and (c) ensure your placement of the link or our Contents is compliant with the standards set forth in with these Terms. We reserve the right to withdraw linking permission or disable all or any social media features and any links at any time without notice in our sole discretion. Without limiting the foregoing, you are strictly prohibited from using Nursegrid: (t) in a manner that violates any applicable law, rule, or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, or the Children’s Online Privacy Protection Act, each as amended from time to time; (u) to promote any goods or services or send communications that are illegal in the place offered to consumers; (v) to promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (w) to defraud, deceive or mislead anyone; (x) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (y) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (z) to threaten or promote violence. Upon termination of these Terms: (A) the rights and licenses granted to you herein shall terminate as to the terminated rights; (B) you shall cease all use of Nursegrid; and (C) HealthStream may at its own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you Nursegrid. HealthStream reserves the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. WE RESERVE THE RIGHT TO IMMEDIATELY DEACTIVATE OR DELETE YOUR ACCOUNT AND ALL RELATED DATA AND RESTRICT ANY FURTHER ACCESS TO SUCH DATA AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, WITH OR WITHOUT NOTICE.

12. Service Access

We will use commercially reasonable efforts to maintain the availability of Nursegrid. You agree and understand that there will be times when Nursegrid will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, other Users; and causes beyond our reasonable control. We will make commercially reasonable efforts to notify you of planned downtime and unavailability. We will not be liable if for any reason all or any part of Nursegrid is unavailable at any time or for any period. We reserve the right to withdraw or amend Nursegrid or restrict User access to Nursegrid, and any service or material we provide in connection with Nursegrid, in our sole discretion without notice.

13. Updates

From time to time, we may, in our sole discretion, develop and provide updates to Nursegrid, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. All Updates will be deemed part of Nursegrid and be subject to these Terms.

14. User Content

Any comments, Feedback (defined below), photos, or other materials posted by you to Nursegrid is your User Content. You represent and warrant that: (i) you created and own the rights to the User Content, or you have the owner’s express permission to post User Content; and (ii) the User Content does not infringe any person’s or entity’s rights or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. User Content must not: (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another individual; (f) infringe any intellectual property or other proprietary rights of Nursegrid or HealthStream or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate our or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by us at our sole discretion. You grant to HealthStream an irrevocable, worldwide, royalty-free, fully-paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform your User Content in whole or in part, by any and all means and media, in connection with advertising, marketing, and promoting HealthStream, its products, and services. You acknowledge that HealthStream may modify the User Content for any purpose. However, HealthStream has no obligation to use any User Content, and our use of any User Content does not create or imply any endorsement of or affiliation with you. HealthStream takes responsibility and assumes no liability for any User Content that you post to Nursegrid. We do not endorse any User Content, and the User Content posted does not reflect our opinions, views, or advice. HealthStream reserves the right, but has no obligation to, monitor, modify, post, or remove User Content for any reason without notice.

15. Public Forums

Nursegrid Users may have the opportunity to publish, transmit, submit, or otherwise post User Content to message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Public Forums”). All User Content posted to Public Forums is public, not private. You are and shall remain solely responsible for the User Content that you upload, submit, post, transmit, communicate, share, or exchange by means of any Public Forum and for the consequences of submitting or posting same. Note that private messages sent between Nursegrid Users do not cause you to post User Content in a Public Forum, and such User Content is not viewable by your nursing employer or any User you have not selected as a recipient. You are solely responsible for the consequences of posting User Content online. You assume all risks associated with dealing with other Users with whom you come in contact through Nursegrid, and, to the extent that the law permits, you release us from any claims or liability related to any User Content posted via Nursegrid and from any claims related to the conduct of any other Users.

16. Feedback and Reports

If you submit feedback related to Nursegrid (“Feedback”), you hereby grant to us all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into HealthStream products or services. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party. HealthStream may, from time to time, deidentify the Personal Information (“Deidentified Information”) that we collect from your use of Nursegrid and combine it with others’ Deidentified Information in order to generate reports and studies. Any such reports or studies are the sole and exclusive property of HealthStream. You hereby assign any rights you may have to such reports, studies, and your Deidentified Information contained therein to HealthStream in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as nonconfidential and nonproprietary. We shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, we may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.

17. Trademarks and Copyright

Nursegrid, www.nursegrid.com, and all related names, logos, products and service names, designs, and slogans are trademarks of Nursegrid or its affiliates or licensors. You must not use, copy, or imitate such marks, whether in whole, partial, or modified form, without the prior written permission of HealthStream. You may not use any meta tags or any other hidden text utilizing a Nursegrid or HealthStream name, trademark, or product name without HealthStream’s prior written permission. Third-party trademarks and service marks used on Nursegrid are the property of their respective owners, and we use them with their consent. Nursegrid and the other licensors of the marks on Nursegrid reserve all rights with respect to all Contents and all intellectual property. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of HealthStream. You may only display, download, or print the Contents for the purpose of using Nursegrid as an internal or personal business resource.

18. Copyright Infringement/DMCA

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Upon receipt of a DMCA compliant notice, we will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may contact the HealthStream Deputy General Counsel at 500 11^th Avenue, North, Suite 1000, Nashville, TN 37203 or by email to webmaster@healthstream.com with the following information (you should speak with your legal counsel or See 17 U.S.C. § 512(c)(3) to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Nursegrid are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice. If material is believed in good faith by HealthStream to infringe a copyright or otherwise violate any intellectual property rights, HealthStream will remove or disable access to the material.

19. Linking to Nursegrid

You may only link to Nursegrid, nursegrid.com or our Content if you: (i) link in a way that is fair and legal and does not damage or exploit our reputation or take advantage of it; (ii) do not suggest any form of association, approval, or endorsement on our part without our express written consent; (iii) ensure your placement of the link or our Contents is compliant with the standards set forth in with these Terms; and (iv) cooperate with us in preventing or stopping. We reserve the right to withdraw linking permission or disable all or any social media features and any links at any time without notice in our sole discretion.

20. Security

You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of Nursegrid or any activity being conducted via Nursegrid. You further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search Nursegrid other than the search engine and search agents that we make available via Nursegrid and other than the generally available third-party web browsers. You are strictly prohibited from violating or trying to violate our security features, such as by: (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (iii) attempting to interfere with service to any User, host, or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iv) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

21. Links to Other Websites

Links to websites from Nursegrid are provided solely for your convenience. We are not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. The inclusion of any linked website on Nursegrid does not imply our approval or endorsement of the website. Please be aware that when you click on links that take you to external websites, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource, or any hyperlink thereto, should be directed to the website’s owner or operator.

22. Disclaimer of Warranties

YOU USE NURSEGRID AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NURSEGRID IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THAT NURSEGRID WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WITHIN NURSEGRID WILL BE CORRECTED. WE MAKE NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH NURSEGRID OR RELATING TO NURSEGRID’S AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY HEALTHSTREAM SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY HEALTHSTREAM REFLECTING THE CREATION OF SUCH WARRANTY.

23. Limitation of Liability

HEALTHSTREAM WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF NURSEGRID. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED  WITH  ALL  OTHER  CLAIMS,  EXCEED  THE AGGREGATE OF THE FEES ACTUALLY PAID BY A USER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS, AND, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless HealthStream, its subsidiaries, affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your use of Nursegrid, including, but not limited to, your violation of these Terms, your User Content, any use of Nursegrid or its Contents and related products and services other than as expressly authorized in these Terms or your use of any information obtained therefrom.

25. Dispute Resolution

Any controversy or claim between you and HealthStream arising out of or relating to: (i) these Terms, or the breach thereof; or (ii) your access to or use of Nursegrid; or (iii) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and must commence within one (1) year after the cause of action arises or the claim is permanently barred. Claims shall be heard by a single arbitrator. Arbitrations shall be held in Nashville, Tennessee but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The Federal Arbitration Act, Tennessee state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Davidson County, Tennessee, USA to enforce these Terms. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST HEALTHSTREAM RELATED TO ANY CLAIM, DISPUTE, OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST HEALTHSTREAM OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS. YOU AND HEALTHSTREAM EACH AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND HEALTHSTREAM AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

26. General Terms
    1. Geographic Restrictions. Nursegrid is owned and operated in the United States. We provide Nursegrid for use only by persons located in the United States. We make no claims that Nursegrid or any other products or services or their content is accessible or appropriate outside of the United States. Access to Nursegrid may not be legal for certain persons or in certain countries. If you access Nursegrid from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
    2. Consent To Do Business Online. By registering as a User or typing your name into any of our electronic forms and indicating your acceptance or submission of information, you consent to: (a) our communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a web-enabled device and an internet connection to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at support@nursegrid.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
    3. Independent Contractors. The parties’ relationship as established by these Terms is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
    4. Enforcement. We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in the immediate termination of your access to Nursegrid without prior notice to you. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
    5. Severability; Waiver. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. HealthStream’s failure to enforce any of these Terms is not a waiver of such term.
    6. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be freely assigned by HealthStream without restriction.
    7. Entire Agreement. These Terms and the agreements incorporated by reference herein are the entire agreement between you and HealthStream and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and HealthStream about Nursegrid. The proprietary rights, disclaimer of warranties, representations made by you, limitations of liability, and general provisions shall survive any termination of these Terms.
    8. Terms of Use Revisions. HealthStream reserves the right to revise these Terms at any time by updating this posting without prior notice. Your continued use of Nursegrid following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then-current Terms of Use.