Terms of Service

NP Collaborator Terms of Use

Last updated: 10-23-2024

NP Collaborator, LLC provides a comprehensive range of services, including information, tools, advising, consulting, and administrative services such as our collaborative matching services for healthcare professionals (collectively, the “Services”). These Services are accessed through our website (www.npcollaborator.com), web and mobile pages, software, and/or applications, and Portals (collectively, the “Sites”).

NP Collaborator, LLC, including its subsidiaries, affiliates, and brands (“NP Collaborator”) (referred to as “we,” “us,” “our”), offers you access to use the Services and Sites subject to your complete agreement with these “Terms of Use” (“Terms”) and our Privacy Policy. IMPORTANT LEGAL NOTICE: UNLESS OTHERWISE EXPRESSLY STATED, ALL DISPUTES UNDER THESE TERMS WILL BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION, AND YOU WAIVE YOUR RIGHT TO FILE OR JOIN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Your Responsibilities

Each time you access and use the Sites, you confirm that you are over eighteen (18) years old and that you have the legal right, authority, and capacity to agree to these Terms. If you do not or cannot agree to these Terms, you are not authorized to access the Sites. You agree to use the Sites only for their intended purposes and to refrain from using the Sites to commit illegal acts or violate any local, state, national, or international laws or regulations.

Ownership

You affirm that your access to and use of the Sites does not and will not infringe upon, interfere with, or limit the rights of any third party, including intellectual property rights, privacy rights, or any other legal or moral rights. If applicable, you grant NP Collaborator an irrevocable, perpetual, non-exclusive, sub-licensable, royalty-free, and fully paid-for license to use, distribute, syndicate, license, reproduce, modify, publish, translate, create derivative works from, and display any content or materials you transmit or submit via the Sites, including for marketing and advertising purposes, without any compensation to you.

User-Generated Content (UGC)

If the Sites allow for user-generated content, such as comments, reviews, or other submissions, you retain ownership of any intellectual property rights that you hold in that content. By submitting UGC, you grant NP Collaborator a non-exclusive, worldwide, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the Services and our business. NP Collaborator is not responsible for any offensive or inappropriate content posted by users and reserves the right to remove any UGC that violates these Terms or any applicable law.

Recommended Providers

You acknowledge that content and materials provided via the Sites (“NP Collaborator Content”), whether in videos, posts, newsletters, or emails, are offered “as is” and are intended for general interest, discussion, education, and informational purposes only. We may also link to or feature content from individuals, companies, associations, governmental agencies, service providers, and other third parties on the Sites (collectively, “Other Content”). Some NP Collaborator Content and/or Other Content may include affiliate links, advertising, or other sponsored content in partnership with third parties from whom we may receive compensation. We do not monitor or control the content provided by, or the opinions expressed by, third parties included in NP Collaborator Content and/or Other Content.

You understand and agree that NP Collaborator does not make any representations or warranties regarding the accuracy or reliability of NP Collaborator Content and is not responsible for the Other Content. Your access to, use of, or reliance on either NP Collaborator Content or Other Content is solely at your own risk.

Modifications of Terms of Use

We reserve the right to change these Terms at any time in our sole and absolute discretion. If we make any modifications, we may take reasonable steps to notify you of the changes, such as by including the effective date of the new terms alongside their posting. If you do not agree with the updated version of the Terms or if you object to any future modifications, your only recourse is to stop accessing the Sites immediately. Your continued access and use of the Sites, including this website, indicates your acknowledgment, agreement, and intent to be bound by these and any future Terms.

Our Portals

As part of our Services, we may offer you access to certain portals or software applications (“Portals”). If applicable, NP Collaborator grants you a personal, non-exclusive, non-transferable, and limited license to access, use, and transmit information and/or data via the Portals solely for your personal use (“Personal License”). You agree not to reverse engineer, decompile, strip, disassemble, bypass, or disable the code or security measures in our Sites, Portals, servers, network, social media accounts, and/or communication systems.

You also agree not to create or transmit any content that is offensive, objectionable, defamatory, or intended to harm, interfere with, destroy, or limit the functionality of any computer software, hardware, or telecommunication equipment, or use any data-mining technology, manual or automatic processes to copy, cache, frame, mask, distribute, or alter any data from our Sites, network, or databases.

You agree to indemnify, defend, and hold harmless NP Collaborator, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys’ fees and court costs, arising from: (a) any violation of these Terms by you; (b) the inaccurate or untruthful content or other information provided by you or that you submit, transmit, or otherwise make available through the Sites; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. In the event indemnification is necessary, we will have sole control of the defense of any such claim or damage.

Trademarks and Copyrights

The logos, designs, icons, scripts, graphics, materials, data, images, audio and video clips, downloadable forms, data compilations, and/or software found or accessed throughout our Sites are the exclusive property, trademark, and/or trade dress of NP Collaborator. You agree not to use, copy, create derivative works from, or remove any of our ownership or property notices or marks, and to comply with all applicable copyright laws.

Limitation of Liability

To the maximum extent permitted by law, NP Collaborator shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Sites; (b) any conduct or content of any third party on the Sites, including any defamatory, offensive, or illegal conduct of other users or third parties; (c) any content obtained from the Sites; or (d) unauthorized access, use, or alteration of your transmissions or content. In no event shall NP Collaborator’s total liability for all claims related to the Sites exceed the greater of one hundred U.S. dollars (U.S. $100.00) or the amount you paid NP Collaborator, if any, in the past six months for the Services giving rise to the claim.

Third-Party Links and Services

The Sites may contain links to third-party websites or services that are not owned or controlled by NP Collaborator. NP Collaborator has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that NP Collaborator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

Changes to Services

NP Collaborator reserves the right to modify, suspend, or discontinue any part of the Services or Sites at any time, without notice and without liability to you. We may add or remove functionalities or features, or we may stop providing the Services altogether.

Prohibited Activities

You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Sites in any medium, including without limitation by any automated or non-automated "scraping"; (b) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Sites in a manner that sends more request messages to the NP Collaborator servers than a human can reasonably produce in the same period of time by using a conventional web browser; (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Sites; (e) taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Sites; (g) collecting or harvesting any personally identifiable information, including account names, from the Sites; (h) using the Sites for any commercial solicitation purposes; (i) impersonating another person or misrepresenting your affiliation with a person or entity; (j) using the Sites to conduct any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Service or Site account without permission, or falsifying your age or date of birth; (k) bypassing the measures we may use to prevent or restrict access to the Sites, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Sites or the content therein; (l) interfering with or disrupting the Sites or servers or networks connected to the Sites, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Sites; (m) using the Sites to engage in any illegal activities, including but not limited to violating laws or regulations concerning privacy, data protection, intellectual property, and child pornography.

Termination of Accounts

NP Collaborator reserves the right to terminate or suspend your account and access to the Sites at any time, without notice, for conduct that we believe violates these Terms, is harmful to other users, or is illegal. Upon termination, your right to use the Sites will cease immediately, and NP Collaborator may delete your data and content. You acknowledge that NP Collaborator shall not be liable to you or any third party for any termination of your access to the Sites.

Limitation of Liability

Third-Party Links and Services

Binding Arbitration and Waiver of Class Action Rights

By accepting these Terms, you agree to WAIVE ANY CONSTITUTIONAL AND/OR STATUTORY RIGHT TO A TRIAL BY JURY OR JUDGE AND AGREE THAT ALL CLAIMS AND DISPUTES SHALL BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS BASIS. You also agree to engage in binding arbitration to resolve any dispute or claim arising out of or relating to these Terms. In the event of a dispute, the parties shall engage in good-faith negotiations as a prerequisite to initiating arbitration. You have the right to opt out of this provision by sending a written notice to NP Collaborator postmarked within 30 days of your first acceptance of these Terms, clearly stating your intention to opt out, along with your name, address, and email address.

The binding arbitration shall take place in St. Petersburg, Florida, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, and the arbitrator shall be selected from a list of local arbitrators. Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction. The costs and fees associated with the arbitration shall be borne by the party initiating the action or as otherwise decided by the arbitrator. Nothing in these Terms prevents any party from seeking injunctive or equitable relief at any time from any court of competent jurisdiction to prevent the actual or threatened infringement of a party’s intellectual property rights.

Non-US Users

You represent and warrant that (i) you are not located in a country subject to a United States government embargo or that has been designated by the United States government as a “terrorist-supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties. If you are a European Union user, you will benefit from any mandatory provisions of the law of the country in which you reside.

Termination and Survival

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect. You acknowledge and agree that we have the sole right to limit or terminate your access to our Sites and Services at any time and for any reason. You also understand that we may pursue legal or technical action against you if you attempt to misuse the Sites or Services in violation of these Terms or our policies, and that such action is not a substitute for any other remedies available to us. In the event of litigation, any such action shall be brought in the courts located in St. Petersburg, Florida, and shall be governed by the laws of the State of Florida, notwithstanding any choice of law or conflict of law rules or provisions.

All provisions that by their nature should survive termination of these Terms, including rights and duties regarding ownership, intellectual property, warranty disclaimers, indemnity, and limitations of liability, shall survive termination of your access to the Sites and/or Services. Entire Agreement Clause

These Terms, together with the Privacy Policy and any other legal notices published by NP Collaborator on the Sites, constitute the entire agreement between you and NP Collaborator regarding the Sites and Services. These Terms supersede and replace any prior agreements, understandings, or communications, whether written or oral, between you and NP Collaborator regarding the subject matter hereof.

Severability Clause

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any legal action or proceeding related to your access to or use of the Sites or Services must be brought in the courts of St. Petersburg, Florida.

Contact Information

If you have any questions about these Terms, you can contact us via email at: support@npcollaborator.com

Or by mail at:

NP Collaborator 7901 4th St N, Suite 300 St. Petersburg, FL 33702 Attn: Legal Department