TERMS OF SERVICE

Last Updated: June 1, 2021

These Terms of Service (“Terms”) apply to your access to and use of the websites and online continuing education courses for Nursing Home Administrators and direct care staff through the nhazone.com website (the “Services”) provided by NhaZone.com, LLC (the “Company” or “we”). By signing up for our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17. If you do not agree to these Terms, do not use our Services.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at help@nhazone.com.

Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy here.

1.              Eligibility

You must be at least 18 years of age and have not been previously suspended to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person, (a) all references to “you” throughout these Terms will include that person, (b) you represent that you are authorized to accept these Terms on that person’s behalf, and (c) in the event you or the person violates these Terms, the person agrees to be responsible to us.

2.              User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reclaim user accounts, including on behalf of individuals that hold legal claim, including trademark rights, in those user accounts. You agree that your account is not transferable and that in the event of your death, incapacity or unavailability, we may terminate any rights to your account.

3.              Payment

If applicable, you agree to pay all fees or charges to your account based on the fees, charges, and billing terms then in effect as shown on the “Pricing” page and implemented in the registration process.  If Company cannot charge your credit card or other payment method for any reason, Company reserves the right to either suspend or terminate your access to the Services and account and terminate these Terms.  You are expressly agreeing that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Services, and the fees will be billed to your credit card or other payment method designated on your initial registration with the Services. If you cancel your account at any time after the initial ninety (90) day warranty window (see Section 13), you will not receive any refund.

We reserve the right to adjust pricing for our Services, or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes to your service will take effect following email notice to you.

4.              Free Trial

The Company may make available a trial period free of charge (“Free Trial”) for you to evaluate the Services and determine whether you wish to subscribe. The Free Trial may offer limited features and functionality, including a limited number of accessible courses. Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Free Trial without notice, at any time and at its sole discretion. You agree that Company is not liable to you or to any third party for any modification, suspension, or discontinuance of the Free Trial. If you choose to continue using the Services after the trial period, you must register and pay the applicable fees.

5.              Certificates

Company may offer certificates for programs for learners who have satisfactorily demonstrated mastery of the course or program material. The decision whether a certificate will be awarded to a given learner will be solely within the discretion of the Company.

6.              Honor Code

By enrolling in our courses or programs, you agree that you will:

• Complete all tests and assignments on your own.
• Maintain only one user account, unless Company has approved the use of a separate user account in connection with an employer-sponsored or university-sponsored program.
• Not let anyone else use your username and/or password.
• Not engage in any activity that would dishonestly improve your results or improve or hurt the results of others.
• Not post answers to problems that are being used to assess learner performance.

If found in violation of the above honor code, you may be subject to (a) having any certificate earned in the course or program withheld or revoked; (b) being unenrolled from a course or program; (c) additional actions at the Company’s sole discretion. No refunds will be issued in the case of honor code violations.

7.              Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

• Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Services;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could     damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services, including but not limited to online textbooks, course materials, or trademarks and logos;
• Develop or use any applications that interact with our Services without our prior written consent; or,
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 8 is solely at Company's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

8.              Ownership; Limited License

The Services, including the texts, exams, video, images, and other instructional materials provided with the courses and programs offered through the Services, are owned by Company or our licensors and are protected under United States laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

9.              Trademarks

NhaZone and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Company may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

10.           Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Company or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Company’s sole discretion. You understand that Company may treat Feedback as nonconfidential.

11.           Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

12.           Warranty

If you are not completely satisfied with the Services, the applicable Company will provide a refund of the service fee paid by you. This guarantee must be claimed by you within ninety (90) days after the registration for your user account and payment of applicable fees, and no refund will be made for requests made after such time has elapsed.

13.           Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided herein, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Company does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Company attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

14.           Limitation of Liability

To the fullest extent permitted by applicable law, Company will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Company has been advised of the possibility of such damages.

The total liability of Company for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to use our Services.

The limitations set forth in this Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Company or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15.           Release

To the fullest extent permitted by applicable law, you release Company from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

16.           Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and Company agree that any dispute arising out of or related to these Terms or our Services is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Company or relating in any way to the Services, data privacy or cyber security laws or regulations, you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at help@nhazone.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Company cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Missoula, Montana or may be conducted telephonically or via video conference for disputes alleging damages less than $20,000, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). For purposes of this section, you will be deemed a “consumer” if you use the Services for your personal, family or household purposes. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Company agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts of the State of Montana and the United States sitting in Missoula County, Montana have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Company will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by sending an e-mail to help@nhazone.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.

If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

17.           Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Montana, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Montana or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Montana and the United States, respectively, sitting in Missoula County, Montana.

18.           Modifying and Terminating our Services

We may terminate, change, suspend or discontinue any aspect of the Services at any time. We may restrict, impose limits on, suspend or terminate your access to the Services or features if we believe you have violated these Terms or applicable law, or for any other reason without notice or liability.

19.           Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

20.           Miscellaneous

The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.