1. Acceptance and scope

These Terms of Service ("Terms") govern access to and use of the Nightingale-os mobile application and the Nightingale platform (collectively, the "Service") provided by The Premier Health Group LLC ("Premier Health Group," "we," "us," or "our"). The Service is a B2B workforce application provided exclusively to U.S. home health agencies (each, an "Agency") under a written subscription agreement and a Business Associate Agreement ("BAA") between Premier Health Group and the Agency. By using the Service, you agree to these Terms.

2. Eligibility

The Service is intended for personnel of contracted Agencies who have been issued credentials by an authorized Agency administrator. You must be at least 18 years of age to use the Service.

3. Accounts and credentials

User accounts are provisioned by the Agency. The Agency, not the individual user, owns the account. You may not share credentials, transfer your account, or allow another person to access the Service using your credentials. You are responsible for maintaining the confidentiality of your credentials and for activity that occurs under your account.

4. Acceptable use

You agree not to:

5. Intellectual property

The Service, including all software, content, designs, and trademarks, is owned by Premier Health Group or its licensors and is protected by intellectual property and other applicable laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service solely for the Agency's authorized business purposes.

6. Customer data and PHI

Information processed in the Service on behalf of an Agency, including Protected Health Information ("PHI"), is governed by the BAA between Premier Health Group and the Agency. Nothing in these Terms supersedes the BAA. Our handling of information collected through the public website and operational metadata is described in our Privacy Policy.

7. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE IS A WORKFORCE TOOL AND IS NOT A SUBSTITUTE FOR INDEPENDENT CLINICAL JUDGMENT.

8. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PREMIER HEALTH GROUP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS PAID BY THE AGENCY TO PREMIER HEALTH GROUP FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Termination

We or the Agency may suspend or terminate your access at any time for violation of these Terms or for any other reason. Upon termination, your right to use the Service ceases. Provisions that by their nature should survive termination will survive, including intellectual property, disclaimers, limitation of liability, and governing law.

10. Governing law and venue

These Terms are governed by the laws of the State of Maryland, United States, without regard to its conflict of laws principles. Venue for any dispute arising out of or relating to these Terms or the Service lies exclusively in the state or federal courts located in Maryland, and you consent to the jurisdiction of those courts.

11. Changes

We may update these Terms from time to time. Material changes will be notified to your Agency administrator. Continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms.

12. Contact