Effective Date: March 1, 2020
Last Updated Date: March 1, 2020
- You have read, understand, and agree to be bound by these terms.
- You are of legal age to form a binding contracts with NurtureTalk, and
- You have the authority to enter into these terms personally or on behalf of the company you have named as the user, and to bind that company to these terms.
The term “You,” as applicable, refers to the individual or legal entity, identified as the User then you register on the Website. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE, THE APPLICATION, OR THE SERVICES.
NurtureTalk may require you to provide consent to the updated Terms in a specified manner before further use of the Website, the Application and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s).
Please regularly check the Website to view the then-current Terms.
NURTURETALK PROPERTIES AND USE OF SERVICES
- NurtureTalk Properties. The Application, the Website, the Services, (as these terms are defined below) (collectively, the “NurtureTalk Properties”) and the information and content available on NurtureTalk Properties are protected by copyright and other intellectual property laws throughout the world. Subject to these Terms, NurtureTalk hereby grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access the NurtureTalk Properties for the sole purpose of using the Services for your own personal or internal business purposes. Unless otherwise specified by NurtureTalk in a separate license, your right to use any NurtureTalk Properties is subject to these Terms.
- Third-Party Materials. As a part of NurtureTalk Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for NurtureTalk to monitor such materials and that you access these materials at your own risk.
- Subcontractors. You hereby consent to NurtureTalk’s engagement of third parties (including NurtureTalk affiliates) to perform, provide, or support the performance or provision of, all or any portion of NurtureTalk or the NurtureTalk website.
- Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using NurtureTalk Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of NurtureTalk Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify NurtureTalk immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or NurtureTalk has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NurtureTalk has the right to suspend or terminate your Account and refuse any and all current or future use of NurtureTalk Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. NurtureTalk reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use NurtureTalk Properties if you have been previously removed by NurtureTalk, or if you have been previously banned from any of NurtureTalk Properties.
- Subscriptions and Payment
- Billing and Payment Some features of the Service are only available if you purchase a subscription or pay one-time or other fees. If you sign up for a paid subscription, you agree to pay NurtureTalk all subscription charges associated with the plan you subscribe to as described on the Website or App at the time you subscribe and provide your payment information. You also authorize NurtureTalk, or our third-party payment processor, to charge your chosen payment method according to the terms of the plan to which you subscribe. The subscription period and the amount and frequency of the charges will vary depending on the subscription plan you select, as further described on the Website or App. To the extent that you elect to purchase certain features on the Service, you agree to pay NurtureTalk the associated one time or other fees, and authorize NurtureTalk, or our third-party payment processor, to charge your chosen payment method for such fees. NurtureTalk reserves the right to correct any payment errors or mistakes even if it has already requested and received payment. You are responsible for any state or local sales taxes associated with any such purchases or payments. All payments are non-refundable and there are no refunds or credits for unused or partially used subscriptions or other features of the Service.
- Subscription Cancellation You may cancel your paid subscription at any time by following the instructions on the account settings page of the Website or App, or by contacting NurtureTalk customer service at firstname.lastname@example.org. If you cancel your subscription, you typically will be disconnected from the service within 2 weeks from first contact of cancellation date.
- Free Trials NurtureTalk may offer limited-time free trial subscriptions from time-to-time. Users who sign up for a free trial may have limited access to the features of the Service. In addition, certain free trials may automatically convert into paid subscriptions unless the User cancels the trial subscription prior to the expiration of the free trial period.
- Responsibility for Content
- Types of Content. You acknowledge that all Content, including NurtureTalk Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not NurtureTalk, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through NurtureTalk Properties (“Your Content”), and that you and other Users of NurtureTalk Properties, and not NurtureTalk, are similarly responsible for all Content they Make Available through NurtureTalk Properties (“User Content”).
- No Obligation to Pre-Screen Content. You acknowledge that NurtureTalk has no obligation to pre-screen Content (including, but not limited to, User Content), although NurtureTalk reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that NurtureTalk pre-screens, refuses or removes any Content, you acknowledge that NurtureTalk will do so for NurtureTalk’s benefit, not yours. Without limiting the foregoing, NurtureTalk shall have the right to remove any Content that violates these Terms or is otherwise objectionable.
- Additional Terms. Your use of NurtureTalk is subject to all additional terms, policies, rules, or guidelines applicable to NurtureTalk or certain features of NurtureTalk that we may post on or link to from NurtureTalk (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, our HIPAA notice and informed consent forms, if applicable, or rules that are applicable to a particular feature or content on NurtureTalk, subject to termination as described in these Terms. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
- NurtureTalk Properties. Except with respect to Your Content and User Content, you agree that NurtureTalk and its suppliers own all rights, title and interest in NurtureTalk Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or NurtureTalk Properties.
- Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in NurtureTalk Properties.
- Your Content. NurtureTalk does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in NurtureTalk Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
- License to Your Content. Subject to any applicable account settings that you select, you grant NurtureTalk a fully paid, royalty-free, perpetual, transferable, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing NurtureTalk Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of NurtureTalk Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not NurtureTalk, are responsible for all of Your Content that you Make Available on or in NurtureTalk Properties.
- Identification. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in NurtureTalk Properties, you hereby expressly permit NurtureTalk to identify you by your name as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of NurtureTalk.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to NurtureTalk through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that NurtureTalk has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to NurtureTalk a fully paid, royalty-free, transferable, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of NurtureTalk Properties.
- User Conduct
As a condition of use, you agree not to use NurtureTalk Properties for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through NurtureTalk Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without NurtureTalk’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of NurtureTalk; (vi) interferes with or attempts to interfere with the proper functioning of NurtureTalk Properties or uses NurtureTalk Properties in any way not expressly permitted by these Terms; (vii) manipulate the price of any item or interfere with other Users’ listings; or (viii) to attempt or engage in, any potentially harmful acts that are directed against NurtureTalk Properties, including but not limited to violating or attempting to violate any security features of NurtureTalk Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in NurtureTalk Properties, introducing viruses, worms, or similar harmful code into NurtureTalk Properties, or interfering or attempting to interfere with use of NurtureTalk Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” NurtureTalk Properties.
- No Solicitation
The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through the NurtureTalk Properties. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of NurtureTalk.
NurtureTalk may, but is not obligated to, monitor or review NurtureTalk Properties and Content at any time. Without limiting the foregoing, NurtureTalk shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates these Terms or any applicable law. Although NurtureTalk does not generally monitor user activity occurring in connection with NurtureTalk Properties, if NurtureTalk becomes aware of any possible violations by you of any provision of these Terms, NurtureTalk reserves the right to investigate such violations, and NurtureTalk may, at its sole discretion, immediately terminate your license to use NurtureTalk Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
- Receiving Expert Advice. We allow our Users to offer their experience and advice (“Expert Advice”) to other Users of the NurtureTalk Properties. You acknowledge and understand that any Expert Advice provided via the NurtureTalk Properties is for informational purposes only and is not reviewed for correctness, accuracy, truthfulness, completeness or reliability by NurtureTalk, nor is it endorsed or guaranteed by NurtureTalk. Expert Advice is not intended to diagnose, treat, cure or prevent any disease and does not constitute medical information, advice or care, and you acknowledge that NurtureTalk, Experts and the NurtureTalk Properties do not provide medical information, advice or care.
- Any information or advice you may receive from an Expert comes from the Expert alone, and not from NurtureTalk. NurtureTalk does not provide, and has no obligation to monitor or review, such advice. Your interactions with Experts via the Service are not intended to take the place of your relationship with your regular health care providers. Neither NurtureTalk nor any of its subsidiaries, affiliates, or contractors shall be liable for any advice obtained from a consultant via the Service or for any other information obtained through the Service. NurtureTalk does not endorse any specific tests, physicians, providers, medications, products or procedures that are recommended by consultants that may use the Service to communicate with you. The Expert whose services are available through the Service have represented to us that they are qualified to provide Expert services and any other services they provide through the Service; however, it is your responsibility to request and review your consultant’s credentials, experience, and similar information. You, and not NurtureTalk, are responsible for choosing your Expert. If you have any concerns about your Expert, including concerns about their credentials or experience, we encourage you to contact us at email@example.com. Although NurutreTalk requires Expert to adhere to certain policies when providing services through the Service, we have no control over, and cannot guarantee the availability or quality of Expert services provided through the Service. We welcome your feedback about your experience with your Expert so that other users can benefit from that information. You understand and agree that you assume the sole risk with respect to your receipt of any Expert Advice, and that NurtureTalk shall have no responsibility or liability whatsoever for such Expert Advice. Although the Service is intended to facilitate your access to a lactation consultant, certified lactation counselor, and/or Registered Dietitian, NurtureTalk does not itself provide any direct lactation consulting services. To the extent you interact with an Expert that you believe is improperly purporting to provide medical information, advice, or care, please contact us immediately at firstname.lastname@example.org.
- Third-Party Services
- Third-Party Websites & Ads. The NurtureTalk Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left NurtureTalk Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of NurtureTalk. NurtureTalk is not responsible for any Third-Party Websites & Ads. NurtureTalk provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
- App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third-party from which you received the Application license, e.g., the Apple App store or Google Play store (“App Store”). You acknowledge that these Terms are between you NurtureTalk and Spruce Health and not with the App Store. NurtureTalk and Spruce Health, not the App Store, is solely responsible for NurtureTalk Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with NurtureTalk Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using NurtureTalk Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.
You agree to indemnify and hold NurtureTalk, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “NurtureTalk Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, NurtureTalk Properties; (c) your violation of these Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. NurtureTalk reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NurtureTalk in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms, or your access to NurtureTalk Properties.
- Disclaimer of Warranties. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF NURTURETALK PROPERTIES IS AT YOUR SOLE RISK, AND NURTURETALK PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NURTURETALK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- YOU ACKNOWLEDGE AND AGREE THAT THE NURTURETALK PARTIES ARE NOT RESPONSIBLE FOR AND SHALL NOT HAVE ANY LIABILITY, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, AS A RESULT OF OR ALLEGED TO BE THE RESULT OF (I) ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE WEBSITE OR APPLICATION OR OTHERWISE PROVIDED IN CONNECTION WITH THE SERVICES; (II) THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY USER CONTENT OR EXPERT ADVICE OBTAINED THROUGH THE NURTURETALK PROPERTIES; (III) THE TIMELINESS, DELETION OR REMOVAL, INCORRECT DELIVERY OR FAILURE TO STORE ANY CONTENT, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (IV) THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER; OR (V) ANY ERROR, OMISSION OR DEFECT IN, INTERRUPTION, DELETION, ALTERATION, DELAY IN OPERATION OR TRANSMISSION, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, ANY USER COMMUNICATIONS.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NURTURETALK OR THROUGH NURTURETALK PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT NURTURETALK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NURTURETALK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF NURTURETALK PROPERTIES, INCLUDING EXPERTS. YOU UNDERSTAND THAT NURTURETALK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF NURTURETALK PROPERTIES. NURTURETALK MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF NURTURETALK PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF NURTURETALK PROPERTIES
- Limitation of Liability
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE NURTURETALK PARTIES BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE NURTURETALK PROPERTIES, WHETHER OR NOT NURTURETALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE NurtureTalk PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE NURTURETALK PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH NURTURETALK PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE NURTURETALK PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE NURTURETALK PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. NURTURETALK’S AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE NURTURETALK PROPERTIES OR THESE TERMS SHALL IN NO EVENT EXCEED FIFTY DOLLARS ($50).
- Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- User Content. NURTURETALK PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NURTURETALK AND YOU.
- COPYRIGHT INFRINGEMENT CLAIMS
- It is NurtureTalk’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to NurtureTalk by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been reproduced on the Website in a manner which constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: (a) identification of the copyrighted work that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Website; (c) information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (f) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.
- Notices of copyright infringement claims should be sent by mail to NurtureTalk, LLC, Attn: Emily Sylvester, 17 Harborview RD, Hull, MA 02045. We will respond expeditiously to claims of copyright infringement that are reported to our copyright agent in the notification explained above. It is our policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others.
- If you believe that any of Your Content that was removed (or to which access was disabled) after we received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing the following information to our copyright agent: (a) your physical or electronic signature (with your full legal name); (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.
- If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at our sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.
- Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
- Term and Termination
- Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the NurtureTalk Properties, unless terminated earlier in accordance with these Terms. Notwithstanding the foregoing, if you used the NurtureTalk Properties prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used NurtureTalk Properties (whichever is earlier) and will remain in full force and effect while you use the NurtureTalk Properties, unless earlier terminated in accordance with these Terms.
- Termination of Services by NurtureTalk. If you have materially breached any provision of these Terms, or if NurtureTalk is required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful), NurtureTalk has the right to immediately and without notice suspend or terminate any Services provided to you.
- If NurtureTalk becomes aware of any possible violations by you of these Terms, NurtureTalk reserves the right to investigate such violations. In the event that NurtureTalk determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for the NurtureTalk Properties, NurtureTalk reserves the right to (i) warn you via e-mail (to any e-mail address you have provided to NurtureTalk) that you have violated these Terms; (ii) delete any of Your Content provided by you or your agent(s) to the NurtureTalk Properties; (iii) discontinue your registration(s) with any of the NurtureTalk Properties; (iv) notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (v) pursue any other action which NurtureTalk deems to be appropriate. If, as a result of the investigation, NurtureTalk believes that criminal activity has occurred, NurtureTalk reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. NurtureTalk is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the NurtureTalk Properties, including Your Content, in NurtureTalk’s possession in connection with your use of the NurtureTalk Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms; (iii) respond to any claims that Your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of NurtureTalk, its Users or the public, and all enforcement or other government officials, as NurtureTalk in its sole discretion believes to be necessary or appropriate.
- If your Account is terminated by NurtureTalk due to your violation of any portion of these Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the NurtureTalk Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, NurtureTalk reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- You agree that all terminations for cause shall be made in NurtureTalk’s sole discretion and that NurtureTalk shall not be liable to you or any third-party for any termination of your Account.
- Termination of Services by You. If you want to terminate the Services provided by NurtureTalk, you may do so by (a) notifying NurtureTalk at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to NurtureTalk’s address set forth below.
- Effect of Termination. Termination of any Service may include removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. NurtureTalk will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- International Users
This Website can be accessed from countries around the world and may contain references to the NurtureTalk Properties and Content that are not available in your country. These references do not imply that NurtureTalk intends to announce such NurtureTalk Properties or Content in your country. The NurtureTalk Properties are controlled and offered by NurtureTalk from its facilities in the United States of America. NurtureTalk makes no representations that the NurtureTalk Properties are appropriate or available for use in other locations. Those who access or use the NurtureTalk Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Dispute Resolution
- Informal Process First. You agree that in the event of any dispute between you and Company, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.
- Binding Arbitration. Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 19.1, except for disputes relating to the infringement of our intellectual property rights or the access or use of the Website in violation of this Agreement (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify.
- No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
- Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
- Starting an Arbitration. To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: email@example.com. We will send any notice of dispute to you at the contact information we have for you.
- Format of Proceedings. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
- Fees. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.
- Individual Basis; Jury Trial Waiver. To the fullest extent permitted by applicable law, you and Company each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and Company each waive any right to a jury trial. You and Company expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
- Limitation Period. In no event will any Claim or any other action or proceeding by you (including arbitration under this Section 19) be instituted more than one (1) year after the cause of action arose.
- Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
- Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Company each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
- Opting Out. If you do not want to arbitrate disputes with Company and you are an individual, you may opt out of this arbitration agreement by sending an email to firstname.lastname@example.org within thirty (30) days of the first of the date you access or use the Service.
- General Provisions
- Electronic Communications. The communications between you and NurtureTalk use electronic means, whether you visit the NurtureTalk Properties or send NurtureTalk e-mails, or whether NurtureTalk posts notices on the NurtureTalk Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from NurtureTalk in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NurtureTalk provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You agree to bear all risk and hereby release the NurtureTalk Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Users, third-party websites, the products or services included in the Resources, or otherwise arising in connection with or as a result of these Terms or your use of the NurtureTalk Properties.
- Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without NurtureTalk’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. NurtureTalk shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- Notice. Where NurtureTalk requires that you provide an e-mail address and phone number, you are responsible for providing NurtureTalk with your most current e-mail address and phone number. In the event that the last e-mail address and/or phone number you provided to NurtureTalk is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, NurtureTalk’s dispatch of the e-mail and or text message containing such notice will nonetheless constitute effective notice. You may give notice to NurtureTalk at the following address: NurtureTalk, LLC, Attn: Emily Sylvester, 17 Harborview RD, Hull, MA 02045. Such notice shall be deemed given when received by NurtureTalk by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer the NurtureTalk Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the NurtureTalk Properties, and any other applicable laws. In particular, but without limitation, the NurtureTalk Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the NurtureTalk Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the NurtureTalk Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by the NurtureTalk are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer NurtureTalk products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Contact Information. NurtureTalk is offered by NurtureTalk, LLC. If you have any questions, complaints, or claims or you believe that NurtureTalk has not adhered to these Terms, please contact NurtureTalk by mailing us at NurtureTalk, LLC, Attn: Emily Sylvester, 17 Harborview RD, Hull, MA 02045 or by emailing us at email@example.com.
- Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.