Date April 2019
Please, make sure you review the Agreements as a whole, and any updates from time to time. It is your responsibility to be sure that the Agreements are acceptable for you, particularly the terms and conditions relating to the positing and use of User Content.
Nomadic provides a web-based learning environment for the consumption of Nomadic’s and our partner’s web-based education content.
First and foremost, and we cannot stress this enough, if you become a Member (as described below) you and anyone in your Member Group (defined below) may share your information to the Service, which then will be displayed and accessible to other Members. Therefore, do not upload, publish, display, share, submit, link to, post or otherwise make available (“Post” including any conjugations thereof) information to the Service which you do not want to be public. It is entirely your responsibility to advise and manage your Member Group in the Posting of information. Please see the ‘User Content’ section below for more details.
YOU HEREBY AGREE TO HOLD NOMADIC HARMLESS, AND DEFEND AND INDEMNIFY NOMADIC, FROM ANY AND ALL LIABILITIES, LOSSES, COSTS, DAMAGES, ISSUES, PENALTIES AND FINES, INCLUDING ATTORNEYS FEES, IN CONNECTION WITH YOU OR YOUR MEMBER GROUPS’ USE OR POSTING OF ANY USER CONTENT.
You may use the Service only if you can form a binding contract with Nomadic, and only in compliance with the Agreements and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 years old or older to use or access the Service. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of the Agreements. Also, the Service may not be available to any Users previously removed from the Service by Nomadic.
The Service and any features and functionality may change, be canceled or modified at any time, in our sole discretion.
In order to use or access the Service, you will need to register and create an account (“Member Account”). A Member Account gives you (a “Member”) access to any Service purchased by you or your Member Group (as defined). We may maintain different types of accounts for different types of Members. If you open a Member Account on behalf of yourself, you will be responsible for your use and access to the Service and compliance with the Agreements. If you open a Member Account on behalf of a company, organization or entity, then (a) “you” includes you and that entity and the Users associated therewith (collectively, the “Member Group” and each being a “Member”), and (b) you hereby represent and warrant that you are an authorized representative of the entity with the authority to bind the entity and the Member Group to the Agreements. Also, references to you under the Agreements will be deemed to mean any Member or Member Group, as applicable.
By connecting to Nomadic with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another Member’s account without permission. When creating your Member Account, you must provide accurate and complete information, and update it from time to time as needed. You are solely responsible for the activity that occurs on and with your Member Account. You must keep all passwords secure, and you must notify Nomadic immediately of any breach of security or unauthorized use of your Member Account or any passwords. Please be aware, although Nomadic will not be liable for your losses caused by any unauthorized use of your Member Account, you shall be liable for the losses of Nomadic or others due to such unauthorized use.
You may use the ‘Account Settings’ in the Service to control your Member profile. By providing Nomadic your email address and other contact information, you hereby consent to our using the email address and the contact information to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your ‘Notifications Settings’ to opt out of many Service-related communications. We may also use your email address and other contact information provided to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Notifications Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Certain Enterprise Editions have agreed upon agreed upon further modifications to the emails we may send you.
You can use the Service (in accordance with the Agreements) as long as you don’t:
copy, distribute, or disclose any part of the Service in any medium;
alter or modify any part of the Service, other than as may be reasonably necessary to use the Service for its intended purpose;
use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Nomadic servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes;
use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
take any action that imposes, or may impose, at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
upload invalid data, viruses, worms, or other software agents through the Service;
impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
interfere with the proper working of the Service;
bypass the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-Edition email address; or
violate any terms or conditions of the Agreements.
Nomadic may permanently or temporarily terminate, suspend, or otherwise refuse to permit you access or use to or of the Service, without notice or liability, at any time, particularly if, in Nomadic’s sole determination, you violate, or appear to be violating, any of the Agreements, including the Prohibited Activities above. Upon termination for any reason, you continue to be bound by the Agreements with regard to any surviving obligations.
You may be eligible to purchase the right to access or use a Nomadic’s Service via Nomadic’s “Online Purchasing” feature. Your use of Online Purchasing includes the ability to enter into agreements and/or to make transactions electronically via the Nomadic website located at nomadic.fm. Any Nomadic Service you use or purchase, whether via the Online Purchasing or otherwise, may include additional terms and payment. If you are not comfortable with the additional terms, payment obligations or anything else in the Agreements, do not use or purchase the Service
When you purchase a right to use or access a Service, the Service will be available for digital delivery, the later of, shortly after payment has been received and processed, or if applicable, after an advertised start date. Delivery of specific sections of a Service may be determined by the Member Group preferences. For example, access to specific sections or features of a Service may be made at the time of the specific classes or parts of your curriculum.
Nomadic uses a third-party service provider to manage credit card processing, and your credit card information is transmitted directly to the third-party service. This third-party processing service is not permitted to store, retain, or use your billing information except as necessary to process your credit card information for current or future purchases through nomadic.fm. Your full credit card number is never transmitted to or viewed by anyone at Nomadic (however, we are given and may print a portion of your credit card information on your receipt to let you know what credit card you used to make a purchase). The company name on your receipt will appear as "Nomadic Learning LLC." You will receive an email receipt following each credit card charge.
If at any time you fail to pay a fee charge when due, then in addition to all other remedies available to Nomadic, Nomadic may immediately suspend or terminate the Service, in whole or in part.
By purchasing a Service, you acknowledge and agree that the Service may only be accessed through the Nomadic web-based learning environment and any other platforms, applications or sites that Nomadic specifically authorizes.
If Nomadic provides or offers a Service without charge, Nomadic has the right at any time to starting charging a fee for the Service, provided Nomadic notifies you of such fee before you incur it. If a fee applies, your use and access to the Services is subject to your full and timely payment of such fee.
Please be aware that all sales transacted through nomadic.fm are final and non-refundable. However, if you are unable to access a Service within a reasonable time after payment is made, you notify us of such within ten (10) days of such and the problems are caused by Nomadic’s systems or technology, we will make commercially reasonable efforts to help troubleshoot the problem. If we are not able to remedy the problem within a reasonable time, at our sole discretion, we may provide you with a refund – please contact us at firstname.lastname@example.org as soon as you reasonably are able. Please be aware that Nomadic is under no obligation to troubleshoot the problem or provide a refund.
If you decide to cancel your Membership Account and you do so before your first Service program is initiated, you will receive a full refund. If you choose to cancel after you have initiated the first Service program, you will not receive any refund.
For any Group Member purchases where multiple Members rights are purchased to use the Service, the Member Group may transfer the right from one Member to another Member upon notice to Nomadic. In all cases however, it is imperative to securely and effectively manage passwords and access to the Group Member Service between Members (especially for any new Members or Members leaving the group) to ensure the Member Account is secure. Management of such is solely the Group Member’s responsibility and the Group Member will be held liable for any unauthorized access to the Service!
Subject to payment of all applicable fees (including applicable taxes) for access to or use of a Nomadic Service and agreement to and compliance with the terms of the Agreements, you are granted a non-exclusive, non-transferable, limited, fully revocable license to use or access the Service.
We reserve the right to refuse Service to any person or to cancel any order at our sole discretion. Also, Nomadic reserves the right to change, without prior notice, Service options and features and pricing.
The Service is designed to be interactive and will allow Members to Post information, including comments, experiences, questions, data, and feedback information (“User Content”) to the Service. Accordingly, USER CONTENT WILL BE ACCESSIBLE TO OTHER MEMBERS, WHO MAY FURTHER REFERENCE OR POST YOUR USER CONTENT ELSEWHERE, WHETHER OR NOT THEY ARE PART OF YOUR MEMBER GROUP. THEREFORE, DO NOT POST ANY INFORMATION WHICH YOU OR YOUR MEMBER GROUP ARE NOT COMFORTABLE BEING VIEWED BY THE PUBLIC!
We strongly advise you to clearly and actively advise your Member Group on an ongoing basis, and any new Members, on the management of Posting User Content. As mentioned, management of the Posting of User Content by any Member is solely your responsibility.
Nomadic cannot and does not manage or actively review User Content. You are fully liable and responsible for all matters relating to any User Content, including the accuracy of such, right to Post, and impact it may have on other Members
As the Service is interactive, it is entirely possible, and you should be prepared, that other Members or Nomadic may reference or use your User Content via the Service or elsewhere. This may occur even after you terminate your Member status or leave the Member Group. As part of using and accessing the Service, you hereby grant Nomadic and all other Members a right to Post any and all User Content for their own purposes. Nomadic is not responsible for any Posting of your User Content.
You understand and acknowledge that you may be exposed to User Content from others that is inaccurate, offensive, inappropriate, indecent, or objectionable. Nomadic cannot and will not attest to the accuracy, veracity or legal status of any other Member’s User Content and your use of, reference to, or any Posting of User Content is solely at your own risk. Nomadic is not and shall not be liable for any damages or losses arising from or in connection with your use or Posting of any other Member’s User Content. Furthermore, you are solely responsible for your interactions with other Nomadic Users and Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members.
You may Post User Content in accordance with the Agreements to the Service and you may withdraw your User Content at any time. Be aware though, other Members, your Member Group you were a part of if applicable, and Nomadic may have already Posted your User Content elsewhere as described above. Furthermore, you understand that Posting your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writers Guild of America, or any other rights organization.
You are strictly prohibited from using any User Content or any content or materials provided via the Service for marketing, advertising or solicitations at any time. If Nomadic becomes aware or suspects any such use or reference with regard to any User Content or any information or content or features provided via the Service, it has the right to immediately terminate or suspend your access to the Service, and you shall be responsible for any resulting liability.
Since your User Content will be accessible to others, please only Post information which you know and understand to be accurate, legal, and appropriate for the audience. You especially agree not to Post User Content that:
is confidential or proprietary of any nature;
contains any information or content that is, in Nomadic’s reasonable discretion, unlawful, harmful, abusive, racially or ethnically offensive, defamatory, discriminatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable;
contains any information or content that is illegal or which you are not authorized to Post;
may create a risk of harm, loss, physical or mental injury, emotional distress;
may create a risk of any other loss or damage to any person or property;
may constitute or contribute to a crime or tort;
may create a risk of death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
contains any information or content that you know is not correct and current;
could or does violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined), rights of publicity and privacy.
If you purchase or wish to use or access a Service, you must have compatible and up to date devices, Internet access, and the required and up to date software, hardware, technology, and communications equipment (collectively, “Infrastructure”). Using incorrect or inadequate Infrastructure will likely affect the performance of the Service, no fault to Nomadic. For example only, the Nomadic web-based learning environment requires a high-speed Internet connection and use of a compatible Internet browser. It is your responsibility to obtain and properly configure all Infrastructure needed to access and use the Service, and, for the avoidance of doubt, pay all costs and fees associated with such maintenance and operation of the Infrastructure.
Nomadic may offer alternative and/or additional Services to some Members but not others, including Members associated with Enterprise Editions, in its own discretion.
Each Enterprise Edition or Member Group may have one or more individuals who are responsible for overseeing the use of and monitoring the User Content Posted to the Enterprise Edition or Member Group Platform (the “Licensee Administrator”). In all cases, the responsibility for Posting User Content or using or referring to any other Member’s content resides with the Members, Member Group or Enterprise Edition authorized entity and not at any time Nomadic. We recommend Members establish and clearly communicate policies on the Posting of User Content and using or referring to any other persons’ content. A Licensee Administrators may delete the User Content of one or more Users in their Edition.
Subject to the terms and conditions of the Agreements, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, and personal license to use the Service as permitted by the features of the Service. Nomadic reserves all rights not expressly granted herein in the Service and the Nomadic Property (as defined below). Unless Nomadic has agreed otherwise under a separate executed written agreement, Nomadic may terminate this license or right at any time for any reason or no reason.
For the purposes of the Agreements, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
If you submit (with or without a request or inquiry from Nomadic) any comments, ideas or feedback about the Service, including improvements, enhancements, features or information (“Ideas”), you hereby agree that your disclosure is gratuitous, unsolicited and without restriction, and that by doing so, you do not and will not place Nomadic under any fiduciary or other obligation. Furthermore, you hereby agree that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Nomadic does not waive any rights to use similar or related ideas previously known to Nomadic, or developed by its employees, or obtained from sources other than you.
We reserve the right to amend the Agreement at any time and without notice. If we do this, we will post the amended Agreement on the applicable page and indicate the date the Agreement was last revised, where applicable. Your continued use of any Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to any of the terms or any future Agreement, you and your organization, if applicable, must not use or access (or continue to access) the Service. The Agreements apply to all Users.
We have implemented commercially reasonable technical and organizational measures designed to secure personal information provided by Members from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that those measures will never be defeated or that we can stop any person from using or accessing your personal information or User Content for improper purposes. Using this Service is optional and any information you provide, whether or not it is personal, sensitive or User Content, is provided at your own risk!
You hereby agree to defend, indemnify and hold harmless Nomadic and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of the Agreements, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS OPTIONAL AND THERE IS NO REQUIREMENT FOR THE USE OF THE SERVICE. IF YOU DO PURCHASE, USE OR ACCESS THE WEBSITE AND/OR ANY SERVICE, BE AWARE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NOMADIC, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE SERVICE IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR INFRASTRUCTURE OR LOSS OF DATA OR ANY OTHER LABILITIES OR DAMAGES THAT RESULT FROM SUCH USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOMADIC, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL NOMADIC BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOMADIC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL NOMADIC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO NOMADIC HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF NOMADIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain Licensing Terms may provide slightly different rights to the parties thereto, but any such Licensing Terms do not change the rules applicable to Users covered by the foregoing.
The Agreements, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Nomadic without restriction.
You agree that: (i) the Service shall be deemed solely based in the State of New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Nomadic, either specific or general, in jurisdictions other than New York. The Agreements shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Nomadic that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in the State of New York.
Nomadic may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Nomadic in our sole discretion. Nomadic reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in the Agreements.
No waiver of any term of the Agreements shall be deemed a further or continuing waiver of such term or any other term, and Nomadic’s failure to assert any right or provision under the Agreements shall not constitute a waiver of such right or provision.
Since we respect content owner rights, it is Nomadic’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Nomadic’s copyright agent as set forth in the DMCA.
For your complaint to be valid under the DMCA, you must provide the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Service; •
address, telephone number, and, e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Nomadic Learning Limited Address: 33 Irving Place New York, NY 10003 United States Email: help@Nomadic.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Nomadic and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Nomadic’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Nomadic has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Nomadic may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you think your copyright is being infringed, follow these steps, and we’ll do our best to do something about it.
Please Contact us at email@example.com with any questions regarding the Agreements.