NurseGrid Terms of Use

 Last Updated December 23, 2020

These Terms of Use (“Terms”) govern your use of the NurseGrid application (“NurseGrid”) provided by HealthStream, Inc. (together, with subsidiaries and affiliates, “HealthStream”, “us” or “we”). Please note that the NurseGrid Privacy Notice and any additional, separate terms that apply to your use of NurseGrid will be considered to form part of these Terms. Any terms we use in these Terms without defining them have the definitions given to them in the Privacy Notice.

Please read these Terms carefully. BY INSTALLING OR USING NURSEGRID, YOU ACCEPT AND CONSENT TO 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. If you have any questions, please contact us at support@nursegrid.com.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND HEALTHSTREAM.

Eligibility. 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.

Privacy. At NurseGrid, your privacy is of the highest priority. We keep your NurseGrid user data separate from any data you may have with HealthStream. If you have an account with HealthStream or other applications we offer, your NurseGrid user account is not automatically connected to those accounts. At some point in the future, we may offer features that allow you to elect to connect your NurseGrid 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 NurseGrid Privacy Notice, which is incorporated into these Terms by this reference.

Not Career, Medical, or Other Professional Advice. The content presented on or NurseGrid is made available solely for general information purposes. We cannot offer you career, employment, or legal advice, or any other professional advisory or representation services. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. 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. We disclaim all liability and responsibility arising from any reliance placed on such content by you or any other NurseGrid 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.

Registration. To use the NurseGrid application, you must register and create a user profile. Personal Information you provide to us is governed by the NurseGrid Privacy Notice. 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.

Service Levels. We offer a free, limited access version of NurseGrid to individual users (“Free Service”) and a paid premium SaaS service (“SaaS Service”). Free Service 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 the Free Service at any time without any prior notice to you.

SaaS Service. NurseGrid’s SaaS Service grants access to our software-as-service and other premium features in exchange for a monthly fee. The SaaS Service is generally purchased by third-party commercial subscribers such as a nursing facility or other nursing employer (“Business Subscriber”) that provides NurseGrid to its nursing staff. In such case, your access to the SaaS Service has been paid by the Business Subscriber, and you will be able to use the SaaS Service until the expiration of a specified term agreed between us and such Business Subscriber. The Business Subscriber paying for your access to the SaaS Service controls the scope and duration of the subscription by which you may access the SaaS Service 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, the SaaS Service that were originally provided to you by such Business Subscriber. If you had a SaaS Service subscription paid through a Business Subscriber but you are no longer eligible to receive such benefit from the Business Subscriber, it is also possible that your SaaS Service account will terminate with us, and you will have to reregister to use the Free Service.

Fees and Billing. Whether you use the Free Service or a SaaS Service, you are responsible for all charges and fees associated with your use of 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.

For the SaaS Service, the Business Subscriber’s monthly fee is determined based on the number of Authorized Users (as defined in the Master Services Agreement) the Business Subscriber gives access to NurseGrid 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 Business Subscriber’s Master Services Agreement and any applicable Order Form. All fees are payable in advance and quoted in United States dollars. Each Business Subscriber is responsible for payment of any taxes, fees, or other charges associated with its subscription or providing the SaaS Service to its NurseGrid users.

Once you create a NurseGrid profile, your subscription continues until terminated or cancelled in accordance with these Terms. If you cancel a Free Service, your cancellation is effective immediately. If you cancel a SaaS Service, or if a Business Subscriber removes a user from its SaaS Service, such cancellation is effective at the end of the then-current billing period. We may terminate your subscription immediately upon giving notice to you if you breach any of these Terms. We reserve the right to change our subscription levels and 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. If you cancel your subscription or otherwise terminate your agreement with NurseGrid, we will retain any fees you paid to us under these Terms.

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.  NurseGrid software may be upgraded from time to time to add support for new functions and services. NurseGrid 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 agreement with your respective mobile network provider will continue to apply when using NurseGrid. Data and messaging charges may apply to your use of NurseGrid or any text messaging or photo sharing features you use via NurseGrid. You accept responsibility for any such charges that arise.  If you are not the bill payer for the mobile telephone or handheld device being used to access NurseGrid, you will be assumed to have received permission from the bill payer for using NurseGrid.

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 from receiving these messages. If you have a SaaS Service, the Business Subscriber 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 total privacy, we provide you the option of opting out from receiving marketing communications from us.

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.

License Grant. Subject to these Terms, we hereby grant you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use NurseGrid for your own personal, non-commercial purposes. NurseGrid is licensed to you, not sold. 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, except as expressly provided in these Terms.  We reserve all rights not expressly granted in these Terms.

Acceptable Use. By using NurseGrid and its features, you represent and warrant that, (i) any information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of that information; (iii) you will not do anything that might jeopardize the security of your account; and (iv) you will notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Notice.

You further to never use NurseGrid to transmit any personal health information, medical advice, diagnoses, or any other service that requires professional licensure. You further agree to use NurseGrid in compliance with applicable laws, and to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer NurseGrid or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms. You agree not to 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.

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 that have been terminated; 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. NurseGrid reserves the right to disable any username, password or other identifier, 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.

User Content. With respect to any comments, Feedback (defined below), photos, or other materials (“User Content”) posted by you, you represent and warrant that: (i) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (ii) the User Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy 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 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.

In consideration for your use of the User Content features, 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 such 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.

We take no responsibility and assume no liability for any User Content that you or a third party posts or sends on or through NurseGrid, nor do we assume any liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We do not endorse any User Content, and the User Content posted does not reflect our opinions, views, or advice. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Content at any time and for any reason without notice. We also reserve the right to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. We may refuse, alter, or remove User Content without notice for any reason at our sole discretion.

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 does not cause you to post User Content in a Public Forum, and such User Content is not viewable by your Business Subscriber or any NurseGrid 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.

NurseGrid Profile. In order to access the Public Forums or interact with other NurseGrid users, you may be required to create a profile that may contain certain Personal Information about you as described in the NurseGrid Privacy Notice. Users also have the option to post photographs, messages, videos, and other information on their profiles. We rely on NurseGrid 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.

Contents and Ownership. Unless otherwise expressly indicated, the information contained on NurseGrid and our other services, 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. No license to or regarding any of the Contents is granted in connection with your use of NurseGrid. 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 office of HealthStream is invalid.

Reports. We 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. We use these reports and studies for internal purposes only. 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.

Feedback. You may from time-to-time provide us materials, communications, suggestions, comments, improvements, ideas or other feedback related to NurseGrid (“Feedback”). You hereby additionally 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 NurseGrid, HealthStream’s website or other services any of the Feedback. 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.

Trademarks. 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.

Copyright. 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.

Copyright Infringement. 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 11th Avenue, North, Suite 1000, Nashville, TN 37203 or by email 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.

Service Access. We will use commercially reasonable efforts to maintain NurseGrid’s availability. 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.

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 and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when a device is connected to the internet either: (i) NurseGrid will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that NurseGrid or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of NurseGrid and be subject to these Terms.

Restrictions to Use. Using NurseGrid does not authorize you to use any Contents in any manner other than specifically authorized by these Terms.  You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might confuse or that disparages us. The permissions described herein will terminate automatically if you breach any of these Terms.  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. Without limiting the foregoing, you are strictly prohibited from using NurseGrid: (i) 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; (ii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iii) 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); (iv) to defraud, deceive or mislead anyone; (v) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (vi) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.

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.

Security. 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. 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 on 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. 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.

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. 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.

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 by 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.

Disclaimer of Warranties. YOU USE NURSEGRID AT YOUR OWN RISK. You understand that we cannot and do not guarantee or warrant that NurseGrid or any files available for download from the internet will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to NurseGrid for any reconstruction of any lost data. 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. 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. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY HEALTHSTREAM REFLECTING THE CREATION OF SUCH WARRANTY.

Limitation of Liability. WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF NURSEGRID. 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. Without limiting the generality of the foregoing, WE SPECIFICALLY DISCLAIM LIABILITY FOR INACCURATE, OUT-OF-DATE, OR MISSING STAFF AVAILABILITY, CREDENTIAL, OR OTHER PERSONAL INFORMATION. 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 SUBSCRIPTION FEES ACTUALLY PAID BY A SUBSCRIBER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $5,000 WHICHEVER IS LOWER 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.

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.

CLASS ACTION WAIVER. 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.

Dispute Resolution; Arbitration. 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 a 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. 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. 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 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 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.

Your Consent To Do Business Online. By downloading or using NurseGrid, creating a NurseGrid profile, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to: (i) our communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that 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. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations and other documents necessary to provide you with NurseGrid. 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 computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files 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.

Relationship of Parties. 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.

General. 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 immediate termination of your access to NurseGrid without prior notice to you. 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. NurseGrid’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by NurseGrid without restriction. 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. 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.

Terms of Use Revisions. We reserve 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.

Contact Us. If you have any questions about these Terms, please contact us at support@nursegrid.com.