This agreement provides User access to and usage of the Internet based referral service described at www.nursereferralpro.com (Service) after being invited to use the Service by a NurseReferralPro paying customer.
User (i) must keep its passwords secure and confidential; (ii) is solely responsible for all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify NurseReferralPro promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Help Guide and applicable law.
NurseReferralPro DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE NurseReferralPro TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, NurseReferralPro DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. USER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). NurseReferralPro’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
a. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by NurseReferralPro as part of the Service are the proprietary property of NurseReferralPro and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with NurseReferralPro. User may not remove or modify any proprietary marking or restrictive legends in the Service. NurseReferralPro reserves all rights unless expressly granted in this agreement.
b. Restrictions. User may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
a. Term. This agreement continues until it is terminated by either party, or the customer of NurseReferralPro.
b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. NurseReferralPro Property Upon Termination. Upon termination of this agreement for any reason, User must destroy or return all property of NurseReferralPro. Upon NurseReferralPro’s request, User will confirm in writing its compliance with this destruction or return requirement.
d. Suspension for Violations of Law. NurseReferralPro may temporarily suspend the Service if it in good faith believes that, as part of using the Service, User has violated a law. NurseReferralPro will attempt to contact User in advance.
a. EXCLUSION OF INDIRECT DAMAGES. NurseReferralPro is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits).
b. TOTAL LIMIT ON LIABILITY. NurseReferralPro’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the $500.
If any third-party brings a claim against NurseReferralPro related to User’s acts, omissions, data or information within the Service, User must defend, indemnify and hold NurseReferralPro harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Ventura County, California, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
b. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
c. Independent Contractors. The parties are independent contractors with respect to each other.
d. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
e. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
f. Survival of Terms and no CISG. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.