Effective Date: June 16, 2020
WHEREAS, Company is in the business of, among other things, creating, designing, developing, maintaining, and hosting an online Platform, which houses a portfolio of unique, immersive, gamified virtual nursing simulations that accelerate User learning and improve critical decision-making in nursing incidents and circumstances (“Company’s Services”);
WHEREAS, Company is the owner of certain patents, trademarks, trade dress, copyrighted works, trade secrets, technology, know-how, proprietary and confidential information, and other intellectual property (the “Intellectual Property”);
NOW, THEREFORE, in consideration of the mutual covenants and terms hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Device. “Device” means any unit of physical hardware or equipment that provides one or more computing functions within a computer system including, but not limited to, desktop computers, laptop (or otherwise portable) computers, mobile/cellular phones, tablets, and other computers capable of using or accessing the Platform.
- User. “User” means any and all individuals who access, use, or visit the Platform.
- User Contribution. “User Contributions” means any and all of User’s contributions to the Platform or to the Company through posting, linking, storing, sharing, submitting, publishing, displaying, or transmitting to other users, other persons, or the Company data and information related to, or in connection with, the User and/or its use of or access to the Platform.
- Conditions of Use
- Eligible to be Bound. This Platform is offered and available to Users who meet the Eligibility Requirements, as set forth in Schedule 1. By using and accessing this Platform, User represents and warrants that User is of legal age and of legal capacity to form a binding contract with the Company and meets all of the foregoing Eligibility Requirements. If User does not meet all of the aforementioned requirements, User may not access or use the Platform.
- Reservation of Right to Withdraw or Amend. Company, from time to time, and in its sole and absolute discretion and without prior notice, may withdraw, suspend, or amend the Platform and any service or material Company provides or delivers on the Platform. Company will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. Company, from time to time, and in its sole and absolute discretion and without prior notice, may restrict, limit, or suspend access to or use of some parts of the Platform, or the Platform in totality, to Users.
- Availability, Errors, and Inaccuracies. Company is regularly, routinely, consistently, and constantly updating the Platform. As a result, Company may experience delays in updating information on the Platform and in Our advertisements, marketing, or promotions on other websites, other webpages, and other online multi-media platforms. In addition, the information found on the Platform may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Platform, and Company cannot guarantee the accuracy or completeness of any information found on the Platform. Therefore, Company, in its sole and absolute discretion and without prior notice, reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time.
- Access to and Use of the Platform
- Registration Personal to User. User acknowledges that User’s account is personal, confidential, private, and exclusive to User, and User agrees not to provide any other person or entity with the use, access, or means by which to use or access this Platform or portions of the Platform using User’s registration information, which includes, but is not limited to, email, payment credentials, and other identifying information (“Registration Information”).
- Communications. User agrees to subscribe to newsletters, marketing, advertisements, or promotional materials and other information We may send. However, User may opt out of receiving any, or all, of these communications from Company by following the unsubscribe link or instructions provided in any email Company transmits. Company does not discriminate against Users who elect to opt-out of promotional materials and other communications. Please note that a User may continue to receive promotional and/or non-promotional communications for a period of time while Company works to deactivate Your account. In addition, please note that You may receive communications confirming the activation or disablement, restriction, limitation, or deactivation of Your access to or use of the Platform.
- Links to Other Sites and Resources. If the Platform contains links to other sites and resources provided by third parties (“Third-Party Sites and Resources”), these links are provided for User’s convenience only. This includes links contained in advertisements and other marketing endeavors, including banner advertisements and sponsored links. COMPANY HAS NEITHER OWNERSHIP NOR CONTROL OVER THE CONTENTS OF THOSE THIRD-PARTY SITES AND RESOURCES, AND COMPANY IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, TO USER FOR ANY LOSS, DAMAGE, INJURY, HARM, OR COST ARISING FROM, RELATED TO, OR IN CONNECTION WITH USER’S USE OF OR RELIANCE ON THE CONTENTS, GOODS, SERVICES, OFFERS, ADVERTISEMENTS, OR PROMOTIONS OF THE THIRD-PARTY SITES AND RESOURCES. IF USER DECIDES TO ACCESS ANY OF THE THIRD-PARTY SITES AND RESOURCES LINKED TO THE PLATFORM, USER DOES SO ENTIRELY AT USER’S OWN RISK AND PERIL. BY ACCESSING SUCH THIRD-PARTY SITES AND RESOURCES, USER IS BOUND TO THOSE TERMS AND CONDITIONS OF USE OF THE THIRD PARTIES OWNING OR CONTROLLING THE THIRD-PARTY SITES AND RESOURCES.
- Linking to the Platform. User may link to the Platform, provided User does so in a manner that does not:
- harm, injure, damage, or impair a third party and its rights (and exercise thereof);
- misappropriate, infringe, or trespass upon the Company’s Intellectual Property or the intellectual property rights of a third party;
- make any misrepresentation relating to the Platform, and the contents and resources available on the Platform;
- reflect materially and unfavorably upon Company, the Company’s operations, the Company’s Services, and/or the reputation of the Company and its Intellectual Property; or
- reflect or suggest any form of association, approval, or endorsement on Our part, without the Company’s express, written consent.
- Limitations on Linking, Framing, and Social Media Features. The website, or other multi-media platform, from which User is linking, framing, or providing Social Media Features, or on which User makes certain content accessible, must comply in all respects with the Content Standards, as set forth in Schedule 2. User may not:
- establish a link from or on any website that is not owned wholly, or in part, by User;
- cause the Platform, or portions thereof, to be displayed on, or appear to be displayed by, any other site (e.g., framing, deep linking, or in-line linking);
- link to any part of the Platform other than the homepage; or
- Reservation of Rights and Cooperation. Company hereby reserves the right, in its sole and absolute discretion and without prior notice to User, to withdraw and retract from User the permission to link, frame, or employ and use Social Media Features. Where User causes any unauthorized framing or link, User agrees to fully cooperate with Company to immediately terminate and cease such unauthorized activity. Company, in its sole and absolute direction and without prior notice to User, may disable any and all links, frames, and Social Media Features available to User.
- Purchases and Fees
- Subscription. Should User elect not to pay the required fee for full, uninterrupted, regular, and constant use of and access to the Platform, User shall have access to those free features available on the Platform, as set forth in Schedule 3. Should User elect to have full, uninterrupted, regular, and constant use of an access to the Platform, User shall pay the required prepaid fee to have access to those subscription-based features (“Subscription”), as set forth in Schedule 3.
- Subscription Fees. To have full, uninterrupted, regular, and constant use of and access to the Platform, User shall pay a prepaid fee, as determined by Company in its sole and absolute discretion. User shall pay all amounts due under the Subscription in US dollars as determined through license agreement.
- Renewal of Subscription. The User’s Subscription will automatically renew under the exact same conditions, unless either Company or User elects to cancel the Subscription.
- Right to Refuse or Cancel Payment. Company, in its sole and absolute discretion, reserves the right to refuse, cancel, or unauthorize any payment for Subscription if Company suspects potential, threatened, imminent, or actual fraud, deception, deceit, or misrepresentation.
- Effect of Non-Payment. In the event that User fails to pay, for any reason, User shall not be permitted to use and access the full extent of the Platform. User will be limited to those free features available on the Platform, as specified in Schedule 3.
- Refunds. Except when required by law, Subscription fees are non-refundable.
- Duty to Exercise Reasonable Care. User shall:
- exercise reasonable care, but in no event less care than it uses to protect its own proprietary information, to prevent the disclosure of Confidential Information to any third party; and
- not use or disclose the Confidential Information except for the sole purpose of using or accessing the Platform.
- Destruction of Confidential Information. Upon request from Company, User shall destroy, and certify in writing the destruction of, all Confidential Information specified in the request, and any copies thereof, within thirty (30) days of Company’s request.
- Uses and Contributions
- in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the import or export of data or software to and from the United States of America or other countries);
- for the purpose of exploiting, harming, or attempting to exploit or harm minors (i.e., persons below the age of eighteen (18)) in any way by exposing them to inappropriate, obscene, pornographic, vulgar, or lewd content, asking for personally identifiable information, or otherwise;
- to impersonate or attempt to impersonate Company, a Company manager, officer, director, employee, employee agent, or professional representative, another User, or any other third-party person or entity;
- to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined in Company’s sole and absolute discretion, may harm, injure, or damage the Company or the Users of the Platform, or expose the Company and the Users to any potential, threatened, imminent, or actual liability;
- to transmit, or procure the sending of, any advertising or promotional material including any material constituting solicitation (e.g., “junk mail,” “chain letter,” “spam,” or any other similar solicitation); or
- to send, knowingly receive, upload, download, process, disclose, use, or re-use any material that does not comply with the Content Standards, as set forth in Schedule 2.
Moreover, User shall not:
- disable, overburden, damage, or impair the Platform or interfere with any other User’s use of or access to the Platform, including the Users’ ability to engage in real-time activities through the Platform;
- introduce any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
- use, access, or employ any device, computer, processor, tool, method, software, or routine that interferes with the proper operability, functionality, viability, continuity, and maintenance of the Platform;
- introduce any viruses, Trojan horses, worms, bots, logic bombs, or other code that is malicious or technologically harmful;
- attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
- attack the Platform via a denial-of-service (“DoS”) attack, a distributed denial-of-service (“DDoS”) attack, command and control (“C2”), bots, botnets, or any other means by which a malicious actor seeks to make a machine or network resource unavailable to its intended users by temporarily or indefinitely disrupting services of a host or server;
- defame, harass, abuse, stalk, threaten, or otherwise violate the legal rights of others, including but not limited to a Company manager, officer, director, employee, employee agent, or professional representative and other Platform Users; or
- otherwise attempt to interfere with the proper functionality and operability of the Platform.
- Contributions. The Platform may contain profiles and other interactive features (collectively, the “Interactive Services”), as set forth in Schedule 4, that allow Users to post, link, store, submit, publish, display, or transmit to other Users content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the Content Standards, as set forth in Schedule 2. Regarding the User Contributions, User represents and warrants the following:
- the User Contributions are owned wholly, or in part, by User, or User has been authorized, be it by license, sublicense, or otherwise, to provide User Contributions;
- the User has the right to post, link, store, share, submit, publish, display, or transmit to other Users or other persons the User Contributions;
- the User has the authority to license the User Contributions; and
- the posting, linking, storing, sharing, submitting, publishing, displaying, or transmitting to other users or other persons the User Contributions do not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any third-party person or entity.
- Grant of License. By providing any User Contribution on the Platform, User hereby grants to Company, as well as Our successors and assigns, an irrevocable license to use, edit, modify, reproduce, modify, publicly perform, publicly display, derive, distribute, and otherwise disclose to third parties any such material for any purpose.
- Scrutiny and Enforcement
- Monitoring and Enforcement. Company, in its sole and absolute discretion and without prior notice, has the right to:
- remove or refuse to post, link, store, share, submit, publish, display, or transmit to other Users or other persons any User Contributions;
- disclose User’s identity or other information about User to any third party who claims that the User Contribution violates, have violated, or will violate the third party’s rights, including their intellectual property rights or their right to privacy;
- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of or access to the Platform; or
- Cooperation with Law Enforcement. Without limiting the foregoing, Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity, or other related information, of any individual or entity posting, linking, storing, sharing, submitting, publishing, or displaying any materials on or through the Platform.
- Limited License; Intellectual Property Rights
- use the Platform on compatible, authorized Devices that You own or control; and
- access and use the Platform solely for Your own use or for the entity on whose behalf You are authorized to act.
- Limitation on License. You may not modify, alter, reproduce, or distribute the Platform in part or entirety. You may not directly rent, lease, lend, sell, redistribute, or sublicense the Platform. You must not decompile, reverse engineer, attempt to reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Platform, any updates, or any part thereof, nor attempt to disable or circumvent any security or other technological measure designed to protect the Platform or any content available through the Platform. The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) are owned by Company, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. User may not:
- copy, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the content (including related computer software) of the Platform, in whole or in part;
- use any illustrations, photographs, video, or audio sequences or any graphics separately from the accompanying text;
- delete or alter any copyright, trademark, patents, or other proprietary rights notices from copies of materials from the Platform; or
- Assignment. All materials, including User Contributions, uploaded, published, displayed, or performed during Your use of or access to the Platform including, but not limited to, articles, photographs, images, illustrations, audio clips, video clips, characters, and User interfaces, are protected by copyright and other intellectual property, and are hereby irrevocably and exclusively assigned to Company.
- Representations and Warranties
- Mutual Representations and Warranties. The Parties represent and warrant to the other Party the following:
- User Representations and Warranties. User represents and warrants to Company the following:
- User owns or controls all rights in and to the User Contributions;
- User will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Intellectual Property or the Company;
- User’s use of or access to the Intellectual Property or the Platform will not infringe, misappropriate, or otherwise violate the intellectual property rights of the Company;
- User will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- User will not defame, slander, libel, or invade the right of privacy, publicity, or other property rights of any person or other User; and
- User will not otherwise violate the rights of any other User or third party, or violate any applicable local, state, federal, or international law, code, or regulation.
- User materially breaches User’s obligations hereunder, including, without limitation, infringement of Company’s Intellectual Property, misappropriation of Company’s Intellectual Property, any unauthorized transfer, conveyance, or license of Company’s Intellectual Property, non-compliance with all laws and regulations governing User’s Services;
- User infringes upon or misappropriates the intellectual property rights or publicity rights of third-party person or entity;
- User breaches or causes another to breach a contract with a third-party person or entity; or
- User has made or makes any material misrepresentation relating to User Contributions or engages in conduct that reflects materially and unfavorably upon Company, the Company’s operations, the Company’s Services, and/or the reputation of the Company and its Intellectual Property.
- Prohibition on Re-Registration. If Company terminates or suspends a User’s use of or access to the Platform for any reason, the User is prohibited from seeking or acquiring access to, or use of, the Platform under the User’s name, credentials, or an alias.
- Warranty as to the Platform. COMPANY MAKES NO, AND USER ACKNOWLEDGES IT RECEIVES NO, WARRANTY (PROMISE) EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY OR THE FUNCTIONALITY, VIABILITY, CONTINUITY, OR OPERABILITY OF THE PLATFORM, AND COMPANY MAKES NO WARRANTY (PROMISE) REGARDING THE DISPLAY, PERFORMANCE, REPRODUCTION, OR DISTRIBUTION OF THE INTELLECTUAL PROPERTY IN CONNECTION WITH OR RELATED TO THE PLATFORM. USER’S USE OF OR ACCESS TO THE PLATFORM OR SERVICES IS AT USER’S OWN RISK. THE PLATFORM OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT USE OF OR ACCESS TO THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, THE PLATFORM WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, AND ANY APPLICATION DATA WILL BE ACCURATE, RELIABLE, ARCHIVED, OR ACCESSIBLE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM OR SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT COMPANY’S PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS.
- Indemnification by User. Company assumes no liability to the User or third parties with respect to the operability, functionality, viability, continuity, and maintenance of the Platform. In addition, Company assumes no liability to the User regarding the accuracy of the marketing, delivery, display, performance, distribution, or use of the Intellectual Property or any segments thereof. User acknowledges that Company shall not be responsible, in any way, for advice or information given by the User to third parties in connection with the Platform or the Intellectual Property or otherwise. User shall indemnify, hold harmless, and defend Company and its managers, officers, directors, employees, agents, affiliates, and successors against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by User or awarded against Company in any judgment, administrative proceeding, or any alternative dispute resolution proceeding, arising out of any third-party claim alleging:
- any failure by User to abide by the Content Standards and limitations and restrictions regarding what is permissible under User Contributions; or
- Procedure for Indemnification. User shall immediately notify the Company in writing of any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind. User shall cooperate with the Company at the User’s sole cost and expense. User shall immediately take control of the defense and investigation and shall employ counsel of its choice to handle and defend the same, at the User’s sole cost and expense. User shall not settle any matter in a manner that adversely affects the rights of the Company without the Company’s prior written consent. The Company may participate in and observe the proceedings at its own cost and expense.
- Dispute Resolution; Arbitration of Claims.
- bring an individual action in small claims court;
- pursue an enforcement action through the applicable federal, state, or local agency, if that action is available;
- seek injunctive relief in a court of law; or
- file suit in a court of law to address a claim of intellectual property infringement.
- General Provisions
- Comments, Concerns, and Complaints. All notices of infringement or misappropriation as to the Company’s Intellectual Property or any third-party’s intellectual property should be directed to: christine.hansen@SentinelU.com All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: support@SentinelU.com
SCHEDULE 1 – ELIGIBILITY REQUIREMENTS
Company does not intend to collect, nor does it knowingly collect, Personal Data from anyone under the age of thirteen (13). No User under the age of thirteen (13) may provide any Personal Data to Company or on the Platform.
If We learn (or are informed) We have collected or received Personal Data from any User under thirteen (13) years of age, without verification or parental consent, We will delete the Personal Data. If You have knowledge or awareness, or alternatively suspect or believe, that Company might have any information, including Personal Data, about any User under the age of thirteen (13), please reference the section titled “Comments, Concerns, and Complaints,” for the purpose of informing Company regarding Company’s collection or receipt of Personal Data from any individual under the age of thirteen (13).
SCHEDULE 2 – CONTENT STANDARDS
- display, perform, distribute, transmit, or promote any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- infringe or misappropriate any Intellectual Property of Company or other intellectual property rights of any third party;
- promote any illegal activity, or advocate, promote, or assist any unlawful act;
- cause annoyance, inconvenience, or needless anxiety or be likely to upset, harass, mortify, humiliate, embarrass, alarm, aggravate, or annoy any other third-party person or entity;
- impersonate any person, or misrepresent, mislead, or conceal the identity or affiliation with Company or any third-party person or entity;
- involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, marketing or advertising; and
- create the false impression that User’s Contributions emanate from or endorsed by Company or any other third-party person or entity.
SCHEDULE 3 – FREE- AND SUBSCRIPTION-BASED FEATURES
- Demo on Demand
- Trial on Demand
- Product Videos
- Sentinel City®
- Sentinel Town®
- Family Support and Home Assessment™
- Nursing Quality Indicators
- Patient Management and Delegation®
- Prioritization of Care® (all versions)
- Any additional virtual clinicals produced by the company
SCHEDULE 4 – INTERACTIVE FEATURES
- Demo on Demand
- Trial on Demand
- Product Videos