Terms of Service

1. Acceptance of These Terms

By accessing or using the Sites, you agree to these Terms. If you do not agree, do not access or use the Sites.

These Terms are presented in a “browsewrap” model: a conspicuous link to these Terms appears in the footer of every page on each Site, and your use of the Sites constitutes your acceptance of these Terms. We do not require you to click “I agree.” When the Osprey product application launches and account creation is introduced, the assent model upgrades to a “clickwrap” model and will be governed by the separate Product Terms of Service.

We may update these Terms from time to time, as described in Section 16 (Changes to These Terms).

2. Who We Are

Nisana LLC is a limited liability company organized under the laws of the State of Missouri.

You can reach us at the role-based addresses listed in Section 20 (Contact).

3. Scope of These Terms

These Terms apply to your access to either Site, your use of any informational content published on the Sites (text, graphics, audio, video, interactive elements), and your submission of any of the forms published on the Sites (Contact, Waitlist, Ambassador Application).

These Terms do not apply to: the Osprey product application (mobile or web) once launched (which will publish its own Product Terms of Service and, where applicable, will be governed by Master Service Agreements, Data Processing Agreements, and Business Associate Agreements with the organizations that license it); third-party websites that we link to from the Sites (see Section 9); or any direct correspondence you initiate with us outside the Sites (which is governed by the Privacy Policy and by ordinary commercial-correspondence norms).

4. Eligibility

The Sites are intended for visitors who are at least thirteen (13) years old. By accessing the Sites, you represent that you are at least 13. We do not knowingly collect personal information from children under 13 through the Sites. If you believe we have inadvertently collected information from a child under 13, please contact privacy@nisana.io and we will delete it promptly.

If you are between 13 and the age of majority in your jurisdiction (typically 18), you should review these Terms with a parent or legal guardian before submitting any of the forms on the Sites.

The Sites are offered to and intended for users in the United States. By accessing the Sites you also represent that you are not located in, under the control of, or a national or resident of any country that is subject to a comprehensive U.S. embargo or trade sanction, and that you are not on, and are not affiliated with any party on, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals list, the U.S. Department of Commerce Denied Persons list, or any other equivalent denied-parties list maintained by the U.S. government.

5. The Sites and What They Do

The Sites are informational marketing properties for Nisana LLC and the forthcoming Osprey product. The Sites describe Nisana LLC as a company; describe the Osprey product, including its intended audience, features in development, and launch timeline; and allow you to voluntarily submit information to us through the Contact, Waitlist, and Ambassador Application forms.

No purchase, account creation, authentication, payment, subscription, or contractual relationship is created by your use of the Sites. Joining the Waitlist is a voluntary expression of interest; it does not reserve access to the Osprey product, does not entitle you to any pricing, feature, or launch date, and does not create any contractual right against Nisana LLC. Submitting an Ambassador Application (osprey.education only) is a voluntary expression of interest in the Osprey Ambassador program; it does not create an employment, contractor, agency, partnership, or other commercial relationship with Nisana LLC. Submitting a Contact-form message is a request that we read your note and reply at our discretion; it does not create an attorney-client, advisory, fiduciary, or other privileged relationship.

We may, at our sole discretion and without notice, modify, suspend, or discontinue any portion of the Sites or any of the forms published on them.

6. Acceptable Use

When you access or use the Sites, you agree that you will not:

• Access the Sites by any means other than a standard web browser or a well-behaved automated client (for example, a search-engine crawler that respects robots.txt and reasonable rate limits).
• Scrape, harvest, or otherwise extract content from the Sites in bulk, by automated means, or in a manner inconsistent with the Sites’ published robots.txt.
• Probe, scan, or test the vulnerability of the Sites or our supporting infrastructure, or breach or circumvent any security or authentication measure (a coordinated security disclosure to security@nisana.io is welcome and is not a violation of these Terms).
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Sites or any code we serve from them, except to the extent that this restriction is prohibited by applicable law.
• Use the Sites to impersonate any person or entity, or to misrepresent your affiliation with any person or entity, including in any of the form fields you submit.
• Submit content through the Sites that is unlawful, defamatory, harassing, threatening, obscene, infringing of any intellectual-property right, or that contains malware or other harmful code.
• Submit content through the Sites that contains personal information about another individual without that individual’s consent (other than ordinary, lawful business contact information).
• Submit content through the Sites that contains protected health information, student education records, or other regulated data — the Sites are not designed to receive or process such data; if you believe you need to share such data with us, contact privacy@nisana.io first so we can route the conversation appropriately.
• Use the Sites to send unsolicited commercial messages to us or to attempt to engage us in any sales process we have not consented to.
• Interfere with the operation of the Sites or impose an unreasonable load on our infrastructure (we reserve the right to throttle, rate-limit, or block requests we determine in good faith to be abusive).
• Use the Sites in a manner that violates any applicable law, regulation, or third-party right.

7. Forms and Submissions

The Sites publish several forms: a Contact form (name, email, free-text message); a Waitlist form (name, email, categorical professional role); a trial invite form on osprey.education/demo (structured fields packed into the message body); and an Ambassador Application form on osprey.education only (name, email, categorical professional role, free-text message). Each form also carries a hidden “honeypot” field used solely for spam triage, as described in our Privacy Policy.

When you submit a form, the information you provide is processed in accordance with our Privacy Policy. We may, in our sole discretion, ignore, delete, or decline to respond to any submission we determine in good faith to be abusive, automated, fraudulent, or in violation of Section 6 (Acceptable Use). You grant us permission to contact you at the email address you provided, for the limited purpose described in the form’s accompanying notice. You retain ownership of any free-text content you submit; you grant Nisana LLC a non-exclusive, royalty-free license to read, store, and act upon that content as needed to respond to you and to operate the Sites.

We make no representation that we will respond to any particular form submission within any particular timeframe. We aim to acknowledge Contact-form messages within two business days, but we do not guarantee a response.

8. Intellectual Property

Our Content. All content published on the Sites — including text, graphics, photographs, illustrations, logos, audio, video, software, and the underlying design and code of the Sites themselves — is owned by Nisana LLC or is licensed to us by the rightful owner, and is protected by U.S. and international copyright, trademark, trade-dress, and other intellectual-property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Sites for your personal or internal-business informational use. We reserve all other rights. Nothing on the Sites grants you any license, by implication, estoppel, or otherwise, to use any of our intellectual property except as expressly authorized. Without our prior written permission, you may not: reproduce, distribute, publicly display, publicly perform, modify, or create derivative works of any content on the Sites, except for reasonable personal or internal-business use that does not undermine our exclusive rights; frame the Sites within another website, or use any meta-tag or hidden-text technique that incorporates our marks; or remove or obscure any copyright, trademark, or other proprietary notice published on the Sites.

Trademarks. OSPREY™ and NISANA™ are trademarks of Nisana LLC. Both marks are presently used as common-law trademarks; trademark applications are in process or under counsel review. You may not use either mark, or any confusingly similar mark, in connection with any product, service, or marketing material without our prior written permission. The names, logos, and marks of third parties referenced on the Sites are the property of their respective owners. References to those names and logos on the Sites are made for descriptive and informational purposes only and do not imply any endorsement, sponsorship, or affiliation.

Feedback. If you voluntarily send us feedback, suggestions, or ideas about the Sites or the Osprey product, you grant Nisana LLC a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that feedback for any purpose without obligation to you. You also represent that you have the right to grant this license. This paragraph does not apply to information that is governed by the Privacy Policy as personal information; it applies only to the substantive feedback content itself.

9. Third-Party Content and Links

The Sites may contain links to websites, services, or resources operated by third parties. Those third-party properties are not under our control, and we are not responsible for the content, privacy practices, or terms of any third-party property, or for any loss or damage you incur as a result of dealing with any third party.

A link from one of the Sites to a third-party property does not constitute our endorsement of that property. You access any third-party property at your own risk and subject to that property’s own terms and privacy policies. This Section is intended to be consistent with the protections afforded by Section 230 of the Communications Decency Act (47 U.S.C. § 230) where they apply.

10. Intellectual-Property Infringement Notices

If you believe in good faith that any content on the Sites infringes your copyright, trademark, or other intellectual-property right, please send a written notice to legal@nisana.io (or by postal mail to the address in Section 20) that includes: your name, mailing address, telephone number, and email address; a clear identification of the work or mark you claim is being infringed; a clear identification of the material on the Sites you claim is infringing, with enough detail (URL, page title, screenshot) for us to locate it; a statement that you have a good-faith belief that the use of the material is not authorized by the rights holder, its agent, or the law; a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or are authorized to act on the rights holder’s behalf; and your physical or electronic signature.

We will review properly submitted notices in good faith and will take such action as we deem appropriate, which may include removing or disabling access to the material complained of. We may also forward your notice (including any personal information it contains) to the person who submitted the material complained of. If you submit content to us through the Sites and we remove or disable that content in response to an infringement notice, you may submit a counter-notice in writing to legal@nisana.io containing the elements specified by 17 U.S.C. § 512(g)(3).

We reserve the right to terminate the Sites’ availability to any user who, in our good-faith determination, repeatedly infringes the intellectual-property rights of others.

11. Privacy

Our Privacy Policy describes how we collect, use, share, and protect information through the Sites. The Privacy Policy is incorporated into these Terms by reference. By using the Sites, you also accept the Privacy Policy. You can read the Privacy Policy at nisana.io/privacy and at osprey.education/privacy.

If anything in these Terms appears to conflict with the Privacy Policy with respect to the handling of personal information, the Privacy Policy controls.

12. Disclaimers

THE SITES, AND ALL CONTENT, INFORMATION, AND MATERIALS PUBLISHED ON THEM, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Nisana LLC and its officers, members, managers, employees, contractors, and agents disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement; warranties that the Sites will be uninterrupted, timely, secure, or error-free; warranties that any defects in the Sites will be corrected; warranties that the Sites or the servers that make them available are free of viruses or other harmful components; and warranties as to the accuracy, completeness, reliability, or currency of any information published on the Sites.

The Sites describe an Osprey product application that has not yet launched. Information about that product on the Sites — including descriptions of features, intended audience, launch timing, pricing posture, and capabilities — reflects our current intent and is subject to change without notice. Nothing on the Sites constitutes a representation, warranty, or commitment that the Osprey product will be made generally available, will perform in any specific way, will be available at any specific price, or will support any specific use case.

Nothing on the Sites constitutes legal, medical, clinical, educational, financial, or other professional advice. The Sites are not a substitute for the professional judgment of a licensed practitioner. If you require advice for a specific situation, consult a qualified professional admitted in the relevant jurisdiction.

Some jurisdictions do not allow the disclaimer of certain warranties; in those jurisdictions, the disclaimers in this Section apply to the maximum extent permitted by applicable law.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in no event will Nisana LLC or its officers, members, managers, employees, contractors, or agents be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to your access to or use of the Sites — including, without limitation, damages for lost profits, lost revenue, lost data, lost business, or loss of goodwill — even if we have been advised of the possibility of such damages, or for any damages arising out of or related to (i) any content published on the Sites, (ii) any conduct or content of any third party on or in connection with the Sites, (iii) any unauthorized access to or alteration of your transmissions or data, or (iv) any other matter arising out of or relating to the Sites.

Our aggregate liability to you, for any and all claims arising out of or related to the Sites or these Terms, will not exceed the greater of (a) one hundred U.S. dollars (USD $100) or (b) the total amount you have paid Nisana LLC in the twelve (12) months preceding the event giving rise to the claim. Because the Sites do not currently accept payment from visitors, this cap is presently USD $100.

The limitations in this Section do not apply to liability for fraud or fraudulent misrepresentation by Nisana LLC; liability for death or personal injury caused by Nisana LLC’s gross negligence; or liability that cannot be excluded or limited under applicable law (including, where applicable, certain rights under state consumer-protection statutes). Some jurisdictions do not allow the limitation of certain damages; in those jurisdictions, the limitations in this Section apply to the maximum extent permitted by applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Nisana LLC and its officers, members, managers, employees, contractors, and agents from and against any third-party claim, demand, action, proceeding, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: your scraping, harvesting, or bulk extraction of content from the Sites in violation of Section 6; your probing, scanning, or attempted breach of the Sites’ security in violation of Section 6, other than coordinated security research conducted in good faith and reported promptly to security@nisana.io; your impersonation of any person or entity, or misrepresentation of your affiliation, in any submission you make through the Sites in violation of Section 6; your submission of content through the Sites that infringes the intellectual-property rights of any third party; or your submission of content through the Sites that contains regulated personal information (protected health information, student education records, or similar) without the legal basis required to share that information.

We will provide you reasonable notice of any claim subject to indemnification under this Section. We may, at our discretion, assume the exclusive defense and control of any matter for which you have an indemnification obligation, in which case you agree to cooperate with our defense.

15. Termination and Suspension of Access

We may, at our sole discretion and without notice, suspend or terminate your access to the Sites at any time, for any reason or no reason, including for any actual or suspected violation of these Terms.

You may stop using the Sites at any time. The provisions of these Terms that by their nature should survive termination — including Sections 7 (your retained ownership of submitted content and our license to it), 8 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law and Forum), 19 (Miscellaneous), and this Section 15 — will continue to apply after termination.

If your access to the Sites is suspended or terminated, our handling of any personal information we hold about you continues to be governed by the Privacy Policy.

16. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date at the top of this page.

For material changes — for example, a change to the limitation-of-liability cap, the indemnification scope, the governing-law choice, the dispute-resolution process, or the assent model (browsewrap to clickwrap) — we will display a prominent notice on both Sites for at least thirty (30) days following the change, and where we hold an email address as a result of your prior interaction with us (for example, your Waitlist signup), we will notify you by email of the material change before it takes effect, where practicable.

Your continued use of the Sites after a change to these Terms takes effect constitutes your acceptance of the change. If you do not agree to a change, your sole remedy is to stop using the Sites.

Prior versions of these Terms are preserved in the public version history of the Nisana source repository (docs/legal/terms-of-service.md in the postrema/ALC repository).

17. Governing Law and Forum

Governing Law. These Terms, and any dispute arising out of or related to these Terms or your use of the Sites, are governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Forum. You and Nisana LLC agree that the state and federal courts located in the State of Missouri will have exclusive jurisdiction over any dispute arising out of or related to these Terms or your use of the Sites, and you consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

No Arbitration; No Class-Action Waiver at This Time. These Terms do not require binding arbitration of disputes, and they do not include a class-action waiver. Either party may bring an individual or class claim in the state or federal courts of Missouri as provided above.

Time Limit on Claims. Any cause of action arising out of or related to these Terms or your use of the Sites must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or to prevent ongoing irreparable harm.

18. Accessibility

Nisana LLC is committed to maintaining the Sites in accordance with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA as a design and engineering standard. We continue to test and improve the Sites against this standard.

If you encounter an accessibility barrier on either Site, please contact legal@nisana.io with a description of the barrier (page URL, what you were trying to do, what assistive technology you were using, what happened) and we will work in good faith to address it within a reasonable time.

This commitment does not constitute a representation, warranty, or guarantee that the Sites are free of every accessibility issue at every moment. We aspire to substantial conformance with WCAG 2.1 AA and will continue to invest in that conformance.

19. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Nisana LLC with respect to the Sites and supersede any prior agreement or understanding between us with respect to the Sites.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later or to enforce any other provision. A waiver of any provision is effective only if in writing and signed by an authorized representative of Nisana LLC.

No Assignment by You; Assignment by Us. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms, in whole or in part, to any successor in interest by way of merger, acquisition, sale of assets, or operation of law, or to any of our affiliates, without notice to you.

No Agency. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between you and Nisana LLC.

Force Majeure. Neither party will be liable for any failure or delay in performance to the extent that the failure or delay is caused by an event beyond that party’s reasonable control, including acts of God, war, terrorism, civil unrest, public-health emergency, fire, flood, earthquake, government action, labor dispute, internet or telecommunications failure, or third-party service-provider outage.

Electronic Communications. By using the Sites, you consent to receive communications from us in electronic form. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications be in writing.

Headings. Section and subsection headings are for convenience only and do not affect the interpretation of these Terms.

Interpretation. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” The words “or” and “and/or” are inclusive. Singular references include the plural and vice versa, where the context permits.

20. Contact

You can reach us at the following role-based addresses:

• Legal notices, intellectual-property notices (including DMCA), accessibility reports, and contractual correspondence: legal@nisana.io
• Privacy and data-subject requests: privacy@nisana.io
• Security vulnerability disclosure and security incident reports: security@nisana.io
• Data protection contact: dpo@nisana.io
• For general (non-legal, non-privacy, non-security) inquiries you may also contact us at hello@nisana.io (Nisana company site) or hello@osprey.education (Osprey product marketing site).