Please carefully read these Terms of Service (this "Agreement"). This Agreement between you and Nightingale Technology LLC (referred to herein as "Nightingale Technology", "Nightingale", "NG", "NG TECH", "us", "our", or "we") governs your use of the applications, websites, and electronic communications that link to this Agreement (collectively, the "Platform") and the training materials, content, and services available through the Platform (collectively, Platform and all related materials, content, and services are referred to herein as the "Services").
BY ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT WITHOUT ANY MODIFICATION. DO NOT ACCESS OR USE THE SERVICES IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT. IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY AND TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.
IMPORTANT NOTICE: YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11, REQUIRING ALL CLAIMS TO BE RESOLVED VIA INDIVIDUAL BINDING ARBITRATION.
We reserve the right, with or without notice, to refuse service to, any persons that violate this Agreement, violate any party's intellectual property rights, abuse other users of the Services, misuse the Services, or otherwise engage in inappropriate conduct, as determined by us in our sole discretion.
By submitting any information through the Services, you represent and warrant that you are 18 years of age or older, and, if under the age of majority in your state, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement and use the Services. We do not intend to use the Services to collect any information from children under age 18. Pursuant to 47 U.S.C. § 230(d), you are notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.
By accepting this Agreement and using the Services, you consent to receive electronically all communications or notices sent by us with regard to the Services or this Agreement to any email address you provide to us. It is your responsibility to update your contact information provided to us.
You shall provide any notices to us under this Agreement by e-mail or mail using the contact information provided below. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing.
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Services. Unless otherwise stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon posting. You should revisit this Agreement on a regular basis as revised versions will be binding upon you. Your continued use of the Services will constitute your agreement to any new provisions within the revised Agreement.
All written content, videos, or other materials prepared and posted by us and the Services design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on the Services (collectively, "Content") are owned by or licensed to us and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. We reserve all rights not expressly granted in, and to, the Services and the Content.
Your authorization to access and use the Services is automatically revoked if you violate any of this Agreement. We reserve the right to revoke your authorization to access or use the Services at any time for any reason. Except as otherwise provided in this Agreement, no part of the Services and no Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way without our prior express written consent. Your access to this Services is provided on a temporary basis with no guarantee for future availability.
We reserve the right to withdraw or amend the Services in our sole discretion without notice. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period.
We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. We may from time to time develop and provide updates to the Services, which may include upgrades, bug fixes, patches and other error corrections or new features. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
You shall be solely responsible for the security, confidentiality and integrity of all information that you receive, transmit through or store on the Services. No data transmission over the Internet can be guaranteed to be 100% safe. Thus, we cannot warrant that your information will be absolutely secure.
You represent and warrant that:
In addition, you agree that when using the Services, you will not:
If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials (collectively, "Suggestions") to us in connection with or related to the Services, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit such Suggestions.
The Services are governed by our Privacy Policy. Please read the Privacy Policy before accessing the Services or providing any personal information through the Services.
The Services may use or provide access to one or more third parties to provide services. Your interactions with any of these third parties is controlled by the terms and conditions imposed by those third parties. We disclaim all warranties or representations regarding any third-party services.
EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THIS AGREEMENT, THE SERVICES AND ALL OF OUR RELATED SERVICES ARE PROVIDED "AS IS". USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF THE SERVICES. WE GIVE NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
WHILE WE USE COMMERCIALLY REASONABLE EFFORTS TO UPDATE THE SERVICES, WE DO NOT WARRANT THAT USE OF THE SERVICES WILL RESULT IN USER'S COMPLIANCE WITH ANY APPLICABLE LAWS. BY PROVIDING THE SERVICES, NIGHTINGALE IS NOT PROVIDING USER WITH LEGAL ADVICE.
NEITHER NIGHTINGALE, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, ASSIGNEES, AND SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE "NIGHTINGALE PARTIES"), WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE NIGHTINGALE PARTIES FOR ANY CLAIM WHATSOEVER RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
In entering into this release you expressly waive any protections (whether statutory or otherwise), including Section 1542 of the California Civil Code if applicable, that would otherwise limit the coverage of this release.
To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend us from and against any and all claims arising out of or relating to (i) your use of the Services; (ii) your breach of any term or condition of this Agreement, (iii) your acts or omissions during use of the Services, or (iv) your unauthorized acts or omissions during use of the Services.
The validity, construction, and effect of this Agreement will be governed by the laws of the state of Virginia, without giving effect to that state's conflict of laws rules. Any legal suit, action or proceeding shall be instituted exclusively in the federal courts of the United States or the courts of the State of Virginia, in each case located in Arlington, Virginia.
If you have any issue or dispute with Nightingale, you agree to first contact us at platform-tos@nightingale.tech and attempt to resolve the dispute informally. All disputes arising out of, or relating to, this Agreement shall be resolved by final and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be held in Arlington, VA.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
No action arising under this Agreement may be brought by any user more than one (1) year after the cause of action has accrued.
Either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration.
A link from the Services to a non-Nightingale website does not mean that we endorse or accept any responsibility for the content or use of such services. We are not responsible for the privacy policies and practices of the sites operated by third parties.
We have the right to fully cooperate with any law enforcement authorities, regulatory agencies, or court order requesting or directing us to disclose information.
You may terminate this Agreement at any time by discontinuing your use of the Services. We may suspend your ability to use the Services for any or no reason, and without notice or liability.
This Agreement, along with the Privacy Policy, constitutes the entire agreement between you and Nightingale relating to your use of the Services.
The parties and their respective personnel are and shall be independent contractors.
We shall not be liable for any failure to perform any services to the extent that performance is delayed or prevented by reason of any cause beyond our reasonable control.
If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted.
Our failure to enforce or exercise any provision of this Agreement will not constitute a waiver of that right or provision.
No rights or obligations under this Agreement may be assigned or transferred by you without our express prior written consent.
Nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
If you have any questions relating to this Agreement, please e-mail: platform-tos@nightingale.tech
Or write to us at:
Nightingale Technology
Attn: Terms of Service
901 N Glebe Road, Suite 500
Arlington, VA 22203