Last updated as of: November 1, 2018
AGREEMENT BETWEEN WEBSITE USER AND ASSOCIATION.
1.ASSOCIATION'S RIGHT TO MODIFY TERMS.
The purpose of the Website is to (a) provide users of the publicly accessible portion of the Website with access to certain content concerning the Association, its services, and related information as a complementary service for informational and educational purposes only, and (b) provide certain tools such as allowing a user to apply for association services through a non-public portion of the Website (collectively, “Purpose”).
3. WEBSITE USE.
The Website and other linked pages, features, content, or application services (including without limitation any mobile application services) offered from time to time by Association in connection therewith are owned and operated by Association. Subject to the provisions of these Terms, Association may offer to provide certain services, as described more fully on the Website, that have been selected by you (together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the Website; access to publications; participation in the Association as a member, director, or officer; participation in advocacy, discussion boards, forums, and blogs, and any service Association performs for you; use of Association services through authorized third parties; and the Content (as defined below in Section 11) offered by Association on the Website. Association may change, suspend, or discontinue the Services at any time, including the availability of any feature, database, or Content (as defined below). Association may also impose limits on certain features and services or restrict your access to parts of or all of the Services without notice or liability. Nothing in these Terms transfers any rights to you or any third party except as expressly set forth herein. If you make any use of the Services other than as provided herein, you may violate copyright and other laws of the United States and other countries, as well as applicable state laws, in addition to breaching these Terms, and you may be subject to substantial damages.
4. MISUSE OF WEBSITE.
Association reserves the right to restrict or terminate your access to the Website, including, without limitation, your access to parts of or all of the Services; or your ability to use any the Website user ID and/or password, at any time without notice if we believe you have violated these Terms or the Additional Terms, or are likely to violate these Terms or the Additional Terms. Association may also change, suspend, or discontinue any aspect of the publicly available portion of the Website at any time, including the availability of any Website feature, database, or content. Your sole remedy against Association in the event of a dispute arising out of these Terms, the Website, or your use thereof, is to terminate these Terms by ceasing your use of the Website. In the event of termination of these Terms, Association may delete and/or store, in its discretion, your Materials (defined in Section 6) and data associated with your use of the Website.
5. RESTRICTIONS ON USE. You agree to use the Website only as provided herein. You will not:
6. INFORMATION DISCLOSURE.
6.1 Disclosure under Law.
Association reserves the right at all times to disclose any information as necessary to satisfy any applicable law; regulation; legal process; or governmental request, including personally identifiable information. Association further reserves the right to edit, to refuse to allow, or to remove any information or materials, in whole or in part, in Association’s sole discretion.
6.2 Providing Correct Personal Information
While using the Website, you may be required to enter certain information, including without limitation, personal information (collectively, “Information”). You represent and warrant that you will provide Association with full, true, and correct Information, and to update such Information on the Website promptly as reasonably necessary and as required by Association.
7.1 License in Materials
If you provide Association with Materials such as comments, bug reports, feedback, or modifications proposed by you to Association, about the Website; or the goods and/or services provided through the Website (collectively, “Feedback”); then in addition to the license granted in all Materials, Association will have the right to use such Feedback at Association’s discretion, including but not limited to incorporating such Feedback into the Website and the right to assign, license. or otherwise use such Feedback. You hereby give Association a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials.
7.3 Your Responsibility for Materials and Association's Monitoring Rights
You agree that you are solely responsible for your own Materials and the consequences of transmitting those Materials. Association has no obligation to monitor you or any other user’s use of the Website. Association reserves the right to review and monitor your use of Website, including without limitation your use of any user ID and/or password in accessing Website and any Materials Submitted to or revised on the Website, and to remove any Materials that Association believes in its sole discretion violate these Terms.
8. REPRESENTATIONS AND WARRANTIES
8.1 User Representations and Warranties.
8.2 Liability Disclaimer.
You acknowledge that Association is not a healthcare provider and is not engaged in rendering legal, medical, counseling, or other professional services or advice. The Website is provided solely for the Purpose and should not be used in place of a visit or consultation, or of otherwise securing the advice of a physician or other health care or professional services provider for any situation or problem that you or a patient may have. Do not use the Website or Services to diagnose or treat a disease or health problem.
8.3 Forward Looking Statements.
The Website may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. Association assumes no obligation and does not intend to update these forward-looking statements.
8.4 External Links or References.
8.5 Disclaimer of Representations and Warranties.
YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. EFFORTS BY ASSOCIATION TO MODIFY THE WEBSITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. WEBSITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, WEBSITE, ARE PROVIDED "AS IS," AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) OF INFORMATIONAL CONTENT OR ACCURACY; (3) OF NON-INFRINGEMENT; (4) OF QUIET ENJOYMENT; (5) OF TITLE; (6) THAT THE WEBSITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ASSOCIATION PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (7) THAT ANY DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; OR (8) THAT THE WEBSITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.
8.6 Disclaimer of Liability.
IN NO EVENT SHALL ASSOCIATION AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH ASSOCIATION, THE “ASSOCIATION ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF ASSOCIATION HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ASSOCIATION’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF ASSOCIATION ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE WEBSITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE WEBSITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS INDEMNIFICATION SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES.
You will indemnify, defend (or settle), and hold harmless Association Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys fees and all other costs, fees, and expenses (collectively, “Claims”) against any of Association Entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Website, or such actions by any third party through you; (2) your violation of the rights of another person or party; (3) any Materials provided or made available by you; and (4) any breach or violation by you of your obligations under these Terms, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of Association, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, Association Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to Association Entities pursuant to this Section.
10. YOUR ACCOUNT
10.1 Security of Account and Password.
In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. Association reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. You represent and warrant that the information you supply during any registration or update process will be accurate and complete and that you will not (1) impersonate or misrepresent your association with any person or entity, including without limitation registering under the name of another person, or seek to conceal or misrepresent the origin of any content or information provided by you; (2) choose a user name that Association in its sole discretion deems inappropriate; (3) choose a user name for the purposes of deceiving or misleading Association as to your true identity; or (4) use your AANP user name and password as log-in information for other websites, apps, or systems. You agree not to impersonate any other person.
10.2 Notification of Unauthorized Use/Ceasing Access.
You shall notify Association immediately of any unauthorized use or threat of unauthorized use of your account or the Website or of any other breach or potential breach of security known to you with respect to your account or the Website, including without limitation any loss or compromise of any password, and will cooperate with Association in every reasonable way to help Association prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding Website, your account, and/or your password. You agree that immediately upon termination of your right to use Website or any password-protected portion of Website, or upon any earlier demand by Association at any time, you will cease all access and/or use of Website or such password protected portion of Website and will not attempt to access and/or use same.
You acknowledge that by use of portions of Website, you may use and acquire Association Confidential Information. As used herein, “Confidential Information” means all confidential and/or proprietary information and trade secrets of Association, whether or not memorialized, and in any form or media, regarding Association or Association’s business, including without limitation those relating to Association’s intellectual property, technology, research and development, systems, software, business plans, business operations, strategies, financial information, technical information, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that Association is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords. You shall not at any time, directly or indirectly, for any purpose, use, copy or disclose to any other person or entity any Confidential Information, or permit others to do so, other than for the purposes expressly allowed hereunder. Association may seek and obtain injunctive relief against the release or threatened release of Confidential Information, in addition to any other available legal remedies. You shall notify Association immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to Association.
11. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
11.1 Site Ownership.
The Website and all content, organization, graphics, design, compilation, translation, and other matters related to Website (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Website and all Content is the property of Association and/or third-party licensors, and all right, title, and interest in and to the Website and Content will remain with Association or such third-party licensors. Other product and names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to the Website or any Content other than any rights in the Materials that you may have. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Website or any Website content. You may only use the Website and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the Website or Website content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Association and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder.
11.2 Copyright Infringement Claims.
Association respects the intellectual property rights of others and expects our users to do the same. We reserve the right to terminate your access to the Website if we find that you submitted third party content to the Website without the written authorization of the copyright owner.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Association’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (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 copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website is covered by a single notification, a representative list of such works at that website; (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 the complaining party; (5) a statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.
11.3 Designated Copyright Agent.
Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to Association Designated Copyright Agent using the following contact information:
Agent Name: AANP Copyright Agent
Tel: (512) 442-4262
American Association Of Nurse Practitioners
Attn: AANP Copyright Agent
ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.
12. DISPUTE RESOLUTION (ARBITRATION CLAUSE)
12.1 Binding Arbitration.
You and Association each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of these Terms to arbitrate), your or Association’s rights and obligations under these Terms, the Website, the use of Website, and/or the information, services and/or products that may be provided by or through or in connection with the Website. The arbitration will be held in Austin, Texas, before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and Association shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate Association’s intellectual property rights, Association may seek (and you will not contest) injunctive or other appropriate relief in any local or federal court in Austin, Texas, and you consent to exclusive jurisdiction and venue in such courts.
12.2 Arbitration Final.
The arbitrator's award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
12.3 Giving Up Right of Class Action.
These Terms provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ASSOCIATION ENTITIES, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
13. CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL
To the maximum extent permitted by law, these Terms are governed by the laws of the United States of America and the State of Texas. excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of state or federal courts in Austin, Texas, in all disputes arising out of or relating to the use of the Website or under these Terms; provided, however, that in the event Association is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by Association hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by Association therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, Association and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms, your or Association’s rights and obligations under these Terms, the Website, use of Website, and/or the services and/or products that may be provided by or through or in connection with the Website.
14.1 Viewing, Accessing and Use Outside the United States.
If and when any products or services referenced on the Website become available, they will become available in the United States and may not become available elsewhere. Association makes no claims that the Website or any products or services referenced therein may be lawfully viewed, accessed, or used outside the United States. Access or use of the Website or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use the Website from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
14.2 No Joint Venture.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Association as a result of these Terms or your use of the Website.
Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing, or enforcing any of the provisions of these Terms.
The provisions of the following sections shall survive any termination or expiration of these Terms: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law, Jurisdiction and Venue, Waiver of Jury Trial, and Miscellaneous.
14.5 No Waiver.
The failure of Association to enforce any provision of these Terms will not be construed as a waiver or limitation of Association’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.
No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of Association, to be given in its sole discretion. Association may assign its rights and obligations hereunder to any other party.
14.7 Statute of Limitations.
Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.
14.8 Agreement Binding.
14.10 Entire Agreement; Language of Agreement.