Welcome to the Barkley & Associates, Inc. (“NPCourses” “we,” “our” or “us”) website, which includes Nurse Practitioner continuing education and certification review/clinical update courses (“Services”). Please read carefully the following terms and conditions (this “Agreement”) governing your use of any of the Services, whether accessed online at www.npcourses.com or exams.npcourses.com (collectively, the “Site”) or on mobile devices using a web browser or an app (each, an “App” and, collectively, the “Apps”), and the content, information or materials we provide as part of the Services (the “Content”). As used in this Agreement, the term “Affiliated Parties” of NPCourses means its officers, directors, members, agents, representatives, contractors, employees, licensors and assignees.

BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE OR PURCHASE ANY OF THE SERVICES OR CONTENT. We may modify this Agreement from time to time. When changes are made we will make the revised version available on the Site, indicating at the top of this page the date that revisions were last made. We will notify you of material changes to this Agreement via email or prominent notice on the Site at least thirty (30) days before such changes take effect. YOUR CONTINUED USE OF ANY OF THE SERVICES OR CONTENT AFTER THE EFFECTIVE DATE OF SUCH CHANGES WILL CONSTITUTE ACCEPTANCE BY YOU OF SUCH CHANGES. If you do not agree to the modified terms, you must discontinue use of the Services.

1. Privacy Policy. This Agreement incorporates by reference our Privacy Policy, so please review it carefully.
2. Your Account. Although you may freely visit the Site, in order to use a Service you must create an NPCourses account, which requires you to provide us with information about yourself, including your full name, email address, telephone number and a password. You are responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all activities that occur under your account. You agree to notify NPCourses immediately of any unauthorized use of your account or password. By creating an account, you agree to receive communications from us to the email address you provided. You may opt out of receiving some email correspondence from us, but some account-related communication must and will continue to be sent to your email address.
3. Subscriptions and Automatic Renewals. Certain Services, including Barkley’s Brain Boosters for FNP and other specialties, may be offered as paid subscriptions that automatically renew on a monthly basis until cancelled. Before you purchase an automatically renewing subscription, and again in the order confirmation or acknowledgment sent to you by email or other retainable format, we will disclose the renewal price, billing frequency, renewal date, and cancellation policy. By completing your purchase after those disclosures are provided, you affirmatively consent to the automatic-renewal terms and authorize NPCourses to charge the payment method you provide for each renewal until you cancel. You may cancel online at any time through the prominently located cancellation link or button in your account settings, or by contacting Customer Service by email at Barkley@NPcourses.com or by telephone at (323) 609-3940. Your cancellation will be effective immediately upon submission. Cancellation stops future charges but does not automatically refund charges already incurred. However, if you request a refund promptly after a renewal charge, NPCourses may, in its discretion, offer a partial refund of that renewal charge less a $10 administrative fee. We will disclose any material change to automatic-renewal terms or pricing in advance, with cancellation instructions, as required by applicable law.
4. Intellectual Property and Ownership. The Services, including without limitation, the Site, the Apps, the Content, their design and layout, and the underlying software, data and algorithms, are the exclusive property of NPCourses or its licensors and are protected by U.S. and international intellectual property rights, including without limitation, copyright, trademark rights and trade secret rights. Any other trademarks, service marks, logos and/or trade names appearing on the Services are the property of their respective owners. To protect our intellectual property rights, we employ technical measures including monitoring and detection of unauthorized copying, reproduction, or distribution of Content, including screenshot detection within the Apps. By using the Services, you acknowledge and expressly consent to our collection and use of technical information related to your use of the Services, including but not limited to device identifiers, app activity logs, and screenshot detection and monitoring within the Apps, solely for the purpose of protecting our intellectual property as further described in our Privacy Policy. You understand that such monitoring is limited to detecting unauthorized copying and distribution of Content and will not access, collect, or store any personal information unrelated to your use of the Services. We will not use screenshot detection or monitoring to access any content outside of the Services or Apps.
5. License to Use. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-sublicenseable, non-transferable and revocable license to use the Site and relevant App in order to access any of the Services and Content for personal, non-commercial use only. Subject to your compliance with this Agreement and Policies, NPCourses hereby further grants to an instructor associated with an institutional subscription (“Instructor”) a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable and non-commercial copyright license to works of Content in the form of exams, quizzes, question sets, and assessments (“Exams”), and for Instructor to distribute the Exams through NPCourses’ secure platforms, including its online testing and any other NPCourses platforms available to students (“Student”) subject to the terms of your subscription to Services. This limited license is for the purpose of allowing university students to complete exams, tests, and videos on NPCourses’ secure online education platform (the “Purpose”). Instructor will obtain all other necessary rights, licenses, and permissions to use the Exams for the Purpose from their institutional subscription. Use of the Content for any purpose other than the Purpose is strictly prohibited. Instructor may not, during or after the Term, license, sublicense, or authorize third parties to use the Content or Exams. NPCourses reserves the right to terminate any and all licenses or to change or modify any terms of any and all licenses, at any time in its sole discretion. Except as expressly provided below, this license is valid so long as your account has not been terminated by us or by you, and you are not barred from the Service by applicable law. If this Agreement is not enforceable where you are located, you may not use the Service.
6. User Content. The Service may enable you to post or submit content and materials for publication (“User Content”). By posting User Content, you represent to us that you own or have sufficient rights to the User Content, and you grant to us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable right to use, reproduce, modify, adapt, publish, display, distribute, and create derivative works from the User Content for the purpose of offering, improving, and promoting the Service.
7. Restrictions. If you violate any of the following restrictions, we may immediately terminate your NPCourses account, and you may also be subject to civil or criminal penalties. We reserve the right to monitor compliance with these restrictions to protect our intellectual property and ensure proper use of the Services. You agree to the following restrictions in your use of any of the Services:
   1. You may not duplicate, decompile, reverse engineer, publish or redistribute the Services, including the Site or the Apps, or their underlying technology;
   2. You may not duplicate, publish, publicly display or redistribute the Content;
   3. You may not use any Service for any purpose other than your personal, non-commercial use;
   4. You may not use any of the Services for the purpose of creating or maintaining a competitive product or service;
   5. You may not interfere with the rights of other users to use any of the Services;
   6. You may not use any of the Services for any unlawful purpose;
   7. You may not impersonate another person or use another user’s account information without permission;
   8. You may not violate our security features, including without limitation, logging into a server that you are not authorized to access, probing the vulnerability of our systems and networks, or otherwise transmitting to or through any of the Services material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
   9. You may not post, transmit or otherwise make available through any of the Services any information or other material that: (i) infringes or otherwise violates the rights of any third parties; or (ii) is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or contain pornography or racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would constitute a criminal offense.
8. Third Party Sites. The Services may include links to other websites or applications, or functionality to connect with other websites (each, a “Third Party Site”) or advertisements. We do not control or endorse any Third Party Site or advertisements, and we are not responsible for any content, product, advertising and other materials presented in or provided by such Third Party Site or advertisement. Your use and access of a Third Party Site is at your own risk, and is subject to the terms and conditions for such Third Party Site.
9. Termination.
   1. By NPCourses. We may terminate or suspend your right to use any of the Services at any time for any or no reason by providing you with written or email notice of such termination or suspension, and such termination or suspension shall be effective immediately upon delivery of such notice. If we terminate or suspend your right to use any of the Services without cause (i.e., for reasons other than your breach of this Agreement, violation of applicable law, or conduct that is harmful to NPCourses, other users, or third parties), we will refund to you a pro-rated portion of the fees you have paid for that Service.
   2. By You. You may cancel your account and terminate this Agreement at any time by contacting Customer Service; however, except as expressly provided in this Agreement, including the Subscriptions and Automatic Renewals provision, you will not receive a refund.
   3. Effect of Termination. All sections of this Agreement that by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
10. Disclaimer of Warranties and Limitations of Liability. PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS THE LIABILITY OF NPCOURSES AND ITS AFFILIATED PARTIES. EACH OF THE SUBSECTIONS BELOW APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
    1. “As-Is” Basis. NPCOURSES PROVIDES THE SERVICES, INCLUDING THE SITE, THE APPS AND CONTENT, ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF ANY OF THE SERVICES, THE SITE, THE APPS AND CONTENT, IS AT YOUR OWN DISCRETION AND RISK.
    2. No Warranties; Release. NPCOURSES MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY OF THE SERVICES, THE SITE OR THE APPS, OR ANY CONTENT, AND WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO ANY OF THE SERVICES, THE SITE OR THE APPS, OR ANY CONTENT. WE DO NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY CONTENT. WE DO NOT WARRANT THAT YOUR USE OF ANY OF THE SERVICES, THE SITE OR THE APPS, OR THE CONTENT WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, AVAILABLE, ACCURATE, OR THAT ANY DEFECTS THEREIN WILL BE CORRECTED. YOU AGREE TO RELEASE NPCOURSES AND ITS AFFILIATED PARTIES FROM ANY CLAIMS, DEMANDS, DAMAGES, LIABILITY, COSTS OR EXPENSES, OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY OF THE SERVICES, THE SITE OR THE APPS, OR THE CONTENT. IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
    3. Limitation of Liability. IN NO EVENT WILL NPCOURSES OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF ANY OF THE SERVICES, THE SITE OR THE APPS, OR THE CONTENT, EXCEPT THAT NOTHING IN THIS AGREEMENT SHALL LIMIT NPCOURSES’ LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NPCOURSES’ NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (IV) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
    4. Sole And Exclusive Remedy. EXCEPT FOR ANY GUARANTEE OFFERED BY NPCOURSES FOR LIVE COURSES OR ANY REFUND EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING THE SUBSCRIPTIONS AND AUTOMATIC RENEWALS PROVISION, YOUR ONLY RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH ANY OF THE SERVICES, THE SITE OR THE APPS, OR THE CONTENT, OR ANY OTHER GRIEVANCE RELATED THERETO, SHALL BE YOUR TERMINATION OF YOUR ACCOUNT AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SERVICE, THE SITE AND THE APP, AND THE CONTENT. IN ANY EVENT, AND WITHOUT LIMITING THE FOREGOING, NPCOURSES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO NPCOURSES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification. You agree to indemnify, defend and hold harmless NPCourses and its Affiliated Parties from and against any and all claims, losses, expenses, demands or liability, including attorneys’ fees and costs incurred by NPCourses and its Affiliated Parties in connection with any claim by a third party (including an intellectual property claim) arising out of (i) your use or misuse of any of the Services, the Site, the Apps or Content, (ii) any User Content you submit, post or transmit through any of the Services, (iii) your violation of this Agreement or your violation of any rights of a third party, or (iv) your violation of any applicable law, rules or regulations. You agree that you will cooperate as reasonably requested by NPCourses in the defense of such claims. NPCourses and its Affiliated Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not settle any claim subject to indemnification under this section without NPCourses’ prior written consent.
12. Digital Millennium Copyright Act: NPCourses respects the intellectual property rights of others and expects its users to do the same. We may remove content that, in our view, appears to infringe the intellectual property rights of others. In addition, NPCourses, in its sole and absolute discretion, may terminate the right to use any of the Services of any user who infringes the intellectual property rights of others. If you believe any material on any of the Services infringes your copyright, you may request removal of that material from the Service by contacting NPCourses’ copyright agent (identified below) and providing the following information: (i) identification of the copyrighted work that you believe to be infringed (please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work); (ii) identification of the material that you believe to be infringing and its location (please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material); (iii) your name, address, telephone number and (if available) e-mail address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (vi) a signature or the electronic equivalent from the copyright holder or authorized representative. Submit information to:
    • Barkley & Associates, Inc.
      8060 Melrose Ave., Suite 230

      Los Angeles, CA 90046
      Email: Barkley@NPcourses.com

       

13. General Provisions.
    1. Arbitration and Class Action Waiver. Any legal controversy or legal claim arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into by any court having jurisdiction thereof. NPCourses may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, necessary to protect the rights or property of NPCourses pending the completion of arbitration. In any arbitration arising out of or related to this Agreement, the arbitrator(s) may award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration, but only if the arbitrator(s) find that the non-prevailing party’s claims or defenses were frivolous or brought in bad faith. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Should either party file an action contrary to this provision, the other party may recover costs and attorneys’ fees reasonably incurred in challenging such action. YOU AND NPCOURSES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH NPCOURSES THAT NEITHER YOU NOR NPCOURSES WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR NPCOURSES WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.
    2. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. If the Arbitration provision of this Agreement in Section 12.A shall be found to be unlawful, void or for any reason unenforceable, then any lawsuit or claim arising out of this Agreement shall be brought in the federal or state court located in Los Angeles, California.
    3. No Joint Venture or Partnership. Nothing in this Agreement is intended to or should be construed as creating an agency, partnership, joint venture, employer-employee or contractor relationship between you and NPCourses.
    4. Severability. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and all remaining provisions of this Agreement shall remain in full force and effect.
    5. Waiver. No waiver of any breach of any provision of these Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
    6. Complete Agreement. This Agreement contains the entire agreement between you and NPCourses regarding the use of the Service, and supersede any prior agreement between you and NPCourses on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not contained in this Agreement.
    7. Contact Information. If you have any questions or need further information as to the Service, or need to notify NPCourses as to any matters relating to the Service, please contact us at:
       • Barkley & Associates, Inc.

         8060 Melrose Ave., Suite 230
         Los Angeles, CA 90046
         Email: Barkley@NPcourses.com