TERMS OF USE

Last revised October 2023

BY ACCESSING OR CONTINUING TO USE THIS WEBSITE AND/OR MOBILE APPLICATION, WHETHER BY READING ITS CONTENT, CLICKING THROUGH ITS PAGES, OR OTHERWISE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OF USE.

These Terms of Use (the “Terms of Use”) govern your use of the online interfaces and properties (e.g., websites and mobile applications) owned, controlled or otherwise provided by CE Broker, Inc., d/b/a Propelus (“CE Broker”), including, without limitation, the cebroker.com website and mobile application(s) (collectively, the “Site”) and any services sold or provided by or through CE Broker or the Site (collectively, the “Services”). Your compliance with these Terms of Use is a condition to your use of the Site and the Services. If you do not agree to be bound by the Terms of Use, promptly exit this Site. Please also consult our Privacy Policy for a description of our privacy practices and policies. These Terms of Use apply to all visitors to and users of the Site and Services (collectively, “Users”), including providers (each, a “Course Provider”) of continuing educational courses, course materials, descriptions or other content (collectively, “Course Content”) and any licensees or other Users using or accessing Course Content or other Content (as defined below). Please see Section 15-16 below for additional terms applicable to Course Providers.

Binding Arbitration. These Terms of Use provide that all disputes between you and CE Broker that in any way relate to these Terms of Use or your use of the Site or Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with CE Broker.

1. Ownership of the Site
   All pages within this Site and any material made available for download or access, including Course Content, are the property of CE Broker or its Course Providers, as applicable. The Site is protected by United States and international copyright and trademark laws. The contents of the Site, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by CE Broker. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of CE Broker without CE Broker’s express written consent.
   
   CE Broker, CEBroker.com and other marks indicated on the Site are registered trademarks of CE Broker, Inc. in the United States and other countries. CE Broker’s trademarks may not be used in connection with any product or service that is not CE Broker’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CE Broker.

2. Site Access, Security and Restrictions; Passwords
   You must be 18 years or older to access and use the Site or Services. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (i) accessing data not intended for such User or logging onto a server or an account which the User is not authorized to access;  (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iii) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
   
   You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass CE Broker’s robot exclusion headers or other measures CE Broker may use to prevent or restrict access to the Site.
   
   Violations of system or network security may result in civil or criminal liability. CE Broker will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
   
   In the event access to the Site or a portion thereof requires credentials (i.e. a user ID and password) (collectively, “Protected Areas”), you agree to access Protected Areas using only your own credentials as provided to you by CE Broker. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Site may be revoked by CE Broker at any time with or without cause. You agree to defend, indemnify and hold CE Broker harmless from and against all claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by CE Broker arising out of your breach of these Terms of Use or violation of applicable law, your use of or access to the Services or the Site and any Content or Course Content, or access by anyone accessing the Site or Services using your user ID and password, whether authorized or not.

3. Accuracy and Integrity of Information
   Although CE Broker attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties or guarantees whatsoever as to the correctness, accuracy or quality of the Site and Content accessible therein. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event an inaccuracy arises, please inform CE Broker so that it can be corrected. CE Broker reserves the right to unilaterally correct any inaccuracies on the Site without notice. Information contained on the Site may be changed or updated without notice. Additionally, CE Broker shall have no responsibility or liability for information, Content, or Course Content posted to, or otherwise accessible on, the Site by, on behalf of or from any third party.

4. Typographical Errors and Incorrect Pricing
   In the event Course Content, Content or Services are listed at an incorrect price due to typographical errors or otherwise, CE Broker has the right to refuse or cancel any such orders listed at the incorrect price. CE Broker has the right to refuse or cancel any such orders regardless of whether: (i) the order has been confirmed; (ii) or your credit or debit card has been charged. If your credit or debit card has already been charged for the purchase and CE Broker subsequently cancels your order, CE Broker will promptly issue a credit to the applicable credit or debit card in the amount of the incorrect price.

5. Order Acceptance
   CE Broker reserves the right, in its sole discretion, to refuse or cancel any order at any time for any reason. Your account may also be restricted or terminated in CE Broker’s sole discretion. Some situations that may result in your order being canceled include, without limitation, inaccuracies or errors in Course Content, Content or Services or pricing therefor or problems identified by CE Broker. CE Broker may also require additional verifications or information before accepting any order. CE Broker will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit card (or other payment account) has been charged, CE Broker will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. CE Broker also reserves the right, at its sole discretion, to prohibit distribution to dealers or resellers. For purposes of these Terms of Use, reselling shall be defined as purchasing or intending to purchase any Services from CE Broker for the purpose of engaging in an assignment, sublicense, or transfer of those same Services to a third party in exchange for remuneration of any sort. Any purchases made through the Site are expressly restricted to end-users for their own personal, non-commercial use and purpose, and not for distribution to, or use on behalf of, third parties.

6. Online Payments
   Payment processing services for the Site are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Use or otherwise purchasing or using the Services, you agree to be bound by the Stripe Services Agreement, as they may be modified by Stripe from time to time. As a condition of CE Broker enabling payment processing services through Stripe, you agree to provide CE Broker accurate and complete information about you and your business (as applicable to Course Providers), and you authorize CE Broker to share such information and transaction information related to your use of the payment processing services provided by Stripe.
   
   If you purchase Services on a subscription basis, your subscription may start with a free trial. The duration of the free trial period of your subscription will be specified during sign-up and is intended to allow new and targeted former Users to try the Services on a limited basis. Free trial eligibility is determined by CE Broker in its sole discretion and CE Broker may limit eligibility or duration of the free trial in its sole discretion. CE Broker reserves the right to revoke the free trial and put your account on hold in the event CE Broker determines, in its sole discretion, you are not eligible for the free trial. Individuals, households or members of an organization with an existing or recent CE Broker subscription may not be eligible for a free trial. CE Broker may use information including, without limitation, device ID or IP address, method of payment or other identifying information used in registering an existing or recent CE Broker account, such as email address or name, to determine eligibility for a free trial. For combinations with other offers, restrictions may apply. Immediately upon the end of the free trial period, CE Broker will charge the subscription fee to the payment method you provide at registration, and your subscription will automatically renew annually thereafter unless you cancel your subscription prior to the end of the free trial period or then-current renewal term. To view the applicable subscription price and end date of your free trial period, visit CE Broker’s website and click the Payment history tab on your account home page.
   
   If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the account registration process. If you want to designate a different credit card or if there is a change in your credit card, you must update your information online. This may temporarily delay your ability to make online payments while CE Broker verifies your new payment information.
   
   If you enroll in a subscription for Services, your subscription is continuous and will be automatically renewed at the end of the applicable subscription term unless you cancel your subscription prior to the end of the then-current subscription term by clicking here. If you cancel your subscription, your account will automatically close at the end of your current subscription term. CE Broker may change the price for your CE Broker subscription, from time to time, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription renewal term following the date of the announcement of the price change. Subject to applicable law, you accept the new price by continuing to use the Site and/or Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by canceling your subscription to the Services prior to the price change taking effect.
   
   By making online payments, you represent and warrant: (i) any credit card, debit card or bank account information you supply is true, correct and complete; (ii) charges incurred by you will be honored by your credit, debit card company or bank; (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes; and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit, debit or bank account information.
   
   Course Content refunds. If you, as a User, are unhappy with any Course Content you may request a refund. After review of such request, CE Broker may issue you a refund, in whole or in part, in its sole discretion. To request a refund, please contact us at support@cebroker.com. Please note that if CE Broker believes that you are abusing CE Broker’s refund policy, in its sole discretion, CE Broker reserves the right to suspend or terminate your account and refuse or restrict any current or future use of the Site and Services.

Subscription refunds. Subscription charges for any Services are nonrefundable, in whole or in part. If you choose to cancel your subscription at any point after renewal (i.e. the fees are charged), the fees charged at renewal will not be pro-rated or refunded in any manner or for any amount.

7. Export Policy and Restrictions
   You acknowledge that the Services, including, without limitation, access to Course Content, which are sold or licensed (respectively) through the Site, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the Services or Course Content are manufactured or received. By purchasing, downloading, accessing, or licensing the Services or Course Content through the Site, you agree to abide by the applicable laws, rules, and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, any software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any Services, including, without limitation, Course Content, you agree that you will not use any Services, including, without limitation, Course Content, or provide any Services, including, without limitation, Course Content, to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury, U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You will indemnify and hold harmless CE Broker from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from your failure to comply with this provision or applicable export control, antiboycott, or economic sanctions laws and regulations.

8. Third Parties; Links to Other Sites
   CE Broker provides no assurances concerning Course Content descriptions or times and dates of Course Content listed on the Site. Please contact the applicable Course Provider with any questions regarding Course Content, including their descriptions, times and dates. In order to facilitate the Services including, without limitation, the reporting of continuing education credits earned by or through Course Content, you acknowledge and agree CE Broker has the right to provide data about you to Course Providers and state, local and federal government agencies and instrumentalities, boards, associations, and professional or governing bodies, as applicable.
   
   CE Broker may provide information about you to Users who input your license number on the Site. For any organization who contracts for access (i.e. professional or regulatory governing bodies, state, local and federal entities and instrumentalities), CE Broker specifically has the right to provide your profile, CE Transcript, Chronological Course History and all other online records in its possession, custody or control.
   
   CE Broker makes no representations or warranties regarding any third-party websites you may access through this Site. When you access a non-CE Broker owned website, it is independent from CE Broker and CE Broker has no control over the content of that website. In addition, a link to a non-CE Broker website does not mean CE Broker endorses or accepts any responsibility for the content or use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use, access or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk and CE Broker has no liability arising therefrom. CE Broker does not endorse or assume any responsibility for any third-party websites, information, material, products, or services.

We use technology with third party vendors such as Hotjar and LogRocket to better understand our Users’ needs and to optimize our Services and your experience. The technology helps us better understand our Users’ experience (e.g. how much time they spend on which pages, which links they choose to click, what Users do and don’t like, etc.) and this enables us to build and maintain our Services and Site with User feedback. The technology uses cookies and other tools to collect data on our Users’ behavior and their devices. This may include a device’s IP address (processed during your session and stored in a de-identified form), device screen size, device type (unique device identifiers), browser information, and the preferred language used to display our Site.

9. User Generated Content, Reviews, Feedback and other Postings to the Site
   If you submit, upload or post any comments, ideas, suggestions, information, files, videos, images or other materials to us or the Site (“User Generated Content”), you agree not to provide any User Generated Content that: (i) is defamatory, abusive, libelous, unlawful, untrue, obscene, threatening, harassing, fraudulent, pornographic, harmful, or that could encourage criminal or unethical behavior; (ii) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity; or (iii) contains or transmits a virus or any other harmful component. You agree not to contact other Users through unsolicited email, telephone calls, mailings or any other method of communication. You represent and warrant to CE Broker that you have the legal right and authorization to provide all User Generated Content to CE Broker for the purposes and CE Broker’s use as set forth herein. CE Broker shall have a worldwide, royalty-free, irrevocable, transferable right and license to use the User Generated Content in whatever manner CE Broker desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such User Generated Content or incorporate such User Generated Content into any form, medium or technology throughout the world; provided, however, the foregoing license grant does not apply to Course Content, where such license grant is set forth below. CE Broker is and shall be under no obligation: (i) to maintain any User Generated Content in confidence; (ii) to pay to you any compensation for any User Generated Content; or (iii) to respond to any User Generated Content.
   
   CE Broker does not regularly review posted User Generated Content, but does reserve the right (but not the obligation) to monitor and edit or remove any User Generated Content submitted to the Site. You grant CE Broker the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make. CE Broker and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third party.
   
   You agree to defend, indemnify and hold CE Broker harmless from and against all claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by CE Broker arising out of any User Generated Content you post, direct, or allow to be posted to the Site.

10. Claims of Copyright Infringement
    CE Broker is not responsible or liable for copyrighted materials posted on or through the Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
    
    CE Broker respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), CE Broker will respond promptly to notices of alleged infringement that are reported to CE Broker’s Designated Copyright Agent, identified below.
    
    Notices of Alleged Infringement for Content Made Available on the Site
    If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by sending us a notice (a “Copyright Notice”) complying with the following requirements.
    

     

    • Identify the copyrighted works that you claim have been infringed.

    • Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.

    • Provide your mailing address, telephone number, and, if available, email address.

    • Include both of the following statements in the body of the Copyright Notice:

      • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

      • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

    • Provide your full legal name and your electronic or physical signature.

    • Deliver this Copyright Notice, with all items completed, to CE Broker’s Copyright Agent:
      CE Broker, Inc., 

Attn: General Counsel
525 N. 3^rd St. Unit 105
Jacksonville Beach, FL 32250

11. Disclaimer of Warranties
    CE BROKER IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF COURSE PROVIDERS. COURSE PROVIDERS ARE SOLELY RESPONSIBLE FOR THE ACCURACY, LEGITIMACY, AND LEGALITY OF COURSE CONTENT. CE BROKER MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, COURSE CONTENT, OF ANY KIND, EXPRESS OR IMPLIED. CE BROKER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, AVAILABLE OR ERROR-FREE, OR THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE OR COURSE CONTENT, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT.
    
    YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, COURSE CONTENT, AND LINKED WEBSITES. CE BROKER DOES NOT WARRANT THAT THE SITE OR FILES AVAILABLE FOR DOWNLOAD OR ACCESS WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
    
    WARRANTIES RELATING TO SERVICES OFFERED, SOLD AND DISTRIBUTED BY CE BROKER MAY BE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS AND, IF ANY, WILL BE PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE SERVICES.
    
    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CE BROKER PROVIDES NO WARRANTIES AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:

    • PERSONAL INJURY OR WRONGFUL DEATH, INCLUDING MALPRACTICE, ARISING FROM OR RELATING TO ANY CONTENT OR MATERIALS PROVIDED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, COURSE CONTENT AND OTHER CONTENT.

    • USERS EARNING OR ATTEMPTING TO EARN CONTINUING EDUCATION UNIT CREDITS FROM COURSE PROVIDERS WHO ARE NOT PROPERLY APPROVED BY THE APPLICABLE LICENSING AUTHORITY.

    • STATEMENTS, MISREPRESENTATIONS OR ERRORS MADE BY COURSE PROVIDERS WITH RESPECT TO THEIR SERVICES, INCLUDING WITHOUT LIMITATION, THE ACCEPTABILITY OF COURSES CONTENT FOR CE CREDIT AND THE NUMBER OF CREDIT HOURS AWARDED FOR COMPLETING COURSE CONTENT.

    • USERS TAKING AND PAYING FOR MORE CE CREDIT HOURS THAN ACTUALLY REQUIRED FOR CERTIFICATION OR LICENSING COMPLIANCE.

    • COURSE CONTENT AND SERVICES FROM COURSE PROVIDERS, INCLUDING ERRONEOUS, BURDENSOME OR DIFFICULT MATERIALS, AND THE FAILURE TO PROVIDE ADEQUATE SUPPORT TO USERS.

    • ANY PROCEEDINGS, INVESTIGATIONS, AUDITS OR CLAIMS BROUGHT BY ANY GOVERNMENTAL, REGULATORY OR LICENSING AUTHORITY AGAINST USERS ARISING OUT OF THE USE OF THIS SITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, COURSE CONTENT.

    • VERIFYING OR AUTHENTICATING THE IDENTITY OF ANY USERS OR LICENSEES, INCLUDING LIABILITY TO OR CLAIMS BY ANY GOVERNMENTAL, REGULATORY OR LICENSING AUTHORITY WITH RESPECT TO THE IDENTITY OR AUTHENTICATION OF USERS AND LICENSEES.

12. Limitation of Liability Regarding Use of the Site & Services
    CE BROKER AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE INCLUDING COURSE CONTENT, OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR ANY AND ALL CLAIMS, DISSATISFACTION OR OTHER ISSUES ARISING IN ANY FORM WITH, FROM OR RELATED TO THE SITE, SITE-RELATED SERVICES, OR LINKED WEBSITES IS TO STOP USING THE SITE OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF CE BROKER TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS).

13. Dispute Resolution; Arbitration Agreement.
    CE Broker will work in good faith to resolve any issue you have with Site, including Services ordered or purchased through the Site, if you bring the issue to the attention of CE Broker’s customer service department. However, CE Broker realizes there may be instances where it may not be able to resolve an issue to a User’s satisfaction.
    
    You and CE Broker agree that any dispute, claim or controversy arising out of or relating in any way to these Terms of Use or your use of the Site, including Services ordered or purchased through the Site, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, the parties agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and CE Broker are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and CE Broker.
    
    If you desire to assert a claim against CE Broker, and you therefore elect to seek arbitration, you must first send to CE Broker, by certified mail, a written notice of your claim (“Notice”). The Notice to CE Broker should be addressed to: CE Broker, Inc., Attn: CEO, 4601 Touchton Road E, Suite 3250, Jacksonville, FL 32246 (“Notice Address”). If CE Broker desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address CE Broker has on file or otherwise in its records for you. A Notice, whether sent by you or by CE Broker, must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If CE Broker and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or CE Broker may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by CE Broker or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after CE Broker receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $3,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless CE Broker and you agree otherwise, any arbitration hearings will take place in Jacksonville, Florida. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, CE Broker agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of CE Broker’s last written settlement offer made before an arbitrator was selected (or if CE Broker did not make a settlement offer before an arbitrator was selected), then CE Broker will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
    
    YOU AND CE BROKER 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. Further, unless both you and CE Broker agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
    
    If this Agreement to Arbitrate provision is found to be unenforceable, then: (i) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (ii) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Jacksonville, Florida.

14. Electronic Communications
    When you use the Site or Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us and Course Providers electronically. You agree: (i) all agreements and consents can be signed electronically; and (ii) all notices, disclosures, and other communications that CE Broker provides to you electronically satisfy any legal requirement that such notices and other communications be in writing. CE Broker or a Course Provider may contact you by telephone, mail, or email to verify your account information or to administer and provide you with the Services. CE Broker may request further information from you and you agree to provide such further information when reasonably requested. If you do not provide this information in the manner requested within 14 days of the request, CE Broker reserves the right to delay, suspend, discontinue, or deny your access to and use of the Site and the Services until you provide the information to us as requested.

15. Course Content
    CE Broker shall have no responsibility or liability in any manner to any Users with respect to Course Content. Notwithstanding the foregoing, CE Broker shall have the right to review all Course Content for its own purposes including, without limitation, security and integrity of the Site, and to permit governmental, regulatory and licensing authorities to review Course Content. CE Broker shall have the right, and all Course Providers grant the right and license to CE Broker, to make reasonable cosmetic changes to Course Content in connection with the security, integrity, aesthetics, branding and proper functioning of the Site. CE Broker may, but is not obligated to, monitor, suspend, or remove any Course or any Course Content at any-time, without notice. As a Course Provider, you represent and warrant to CE Broker that you have the legal right and authorization to provide all Course Content to CE Broker for commercial purposes and CE Broker’s use and/or sublicense, as set forth herein. CE Broker shall have a worldwide, irrevocable, transferable, fully paid up right and license to use the Course Content in whatever manner CE Broker desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or distribute such Course Content or incorporate such Course Content into any form, medium or technology throughout the world. Course Content is available to a paid User for a period of 365 days from the date of registration or until such time as the accreditation is expired, whichever occurs first. By making any purchase of Course Content through the Site, you acknowledge you are purchasing, and CE Broker hereby grants you, a non-exclusive, revocable, non-transferable right and license to use the Course Content for personal, non-commercial purposes only.

16. Additional Terms Applicable to Course Providers
    In addition to the other Sections of these Terms of Use, the following shall apply to Course Providers:
    Course Transaction Fee
    Unless Course Content on the Site is made available through the CE Broker Discount Program (as defined below), a Course Provider will be responsible for determining the fees to be charged for Course Content, provided that CE Broker reserves the right, but not the obligation, to review and modify the amount of fees charged for Course Content in its sole discretion. If you are a Course Provider, you hereby authorize CE Broker to deduct from the amounts paid by a User for Course Content, a transaction fee to be retained solely by CE Broker, regardless of whether Course Content is sold through a Discount Program or not (the “CE Broker Transaction Fee”). The CE Broker Transaction Fee varies depending on the level of service selected by the Course Provider. Course Provider acknowledges and agrees that the CE Broker Transaction Fee for Course Content licensed under: (i) the CEB Now and CEB Now+ service levels shall be as mutually agreed upon by CE Broker and Course Provider in writing; and (ii) the free course level shall be $0.99 per User registration. If CE Broker changes the CE Broker Transaction Fee, CE Broker will provide you 30 days’ advance notice using prominent means, such as via email or by posting a notice through the Site.
    Payment Terms
    CE Broker will issue payment for any amounts due to Course Providers for the distribution of Courses by the last day of the month following the month in which a Course was purchased. Payment shall be made in U.S. Dollars unless otherwise agreed to in writing by CE Broker, and shall be remitted via an electronic payment service. You are responsible for providing CE Broker with all identifying and tax information necessary for the payment of amounts due.
    Service Level Selection; No Guaranties
    Course Provider may elect to enroll in CEB Now or CEB Now+ by contacting CE Broker in writing at sales@cebroker.com. Course Provider may terminate either or both CEB Now or CEB Now+ Service upon no less than 14 days’ advance written notice sent to sales@cebroker.com. CE Broker reserves the right to modify, terminate, or suspend any and all Services, either in total or as to any Course Provider(s) at any time, for any reason, in its sole discretion. If any Service, including, without limitation, CEB Now+, purports to provide advertising, marketing or other promotional services to, or for the benefit of, a Course Provider and/or Course Content, Course Provider acknowledges and agrees: (i) CE Broker makes no representations or warranties as to the nature, kind, quality or efficacy of such Services; (ii) CE Broker may take whatever action it sees fit, including, without limitation, no action, in its sole discretion, to provide such advertising, marketing or promotional services to, or for the benefit of, Course Provider; and (iii) CE Broker is not liable for the content of any such advertising, marketing or promotional Services.
    Discount Program and Course Pricing
    CE Broker may, in its sole discretion, offer your Course Content through a discount program (the “CE Broker Discount Program”). If your Course Content is sold through the CE Broker Discount Program, you grant us the exclusive right: (i) to promote your Course Content through the Site or other third-party websites (such as Facebook) at discounts, the amount of which is solely determined by CE Broker, off the prices you establish; and (ii) to allow certain third-party websites (collectively, the “Discount Sites”) to offer your Course Content at discounts, the amount of which to be chosen by CE Broker and the Discount Sites, off the prices you establish. You agree not to directly or indirectly offer your Course Content without our written consent through the following Discount Sites: Amazon Local, Living Social, Groupon, Appsumo, Stack Social, DealCoop and MightyDeals.
    
    You may receive different amounts from the distribution of Course Content through the CE Broker Discount Program depending on whether Course Content is promoted directly by CE Broker or through a Discount Site. Such information will be communicated to you prior to offering your Course Content through a Discount Site. In order to promote the distribution of Course Content through the CE Broker Discount Program, each Course Provider grants CE Broker the right to distribute Course Content on a royalty-free basis to Discount Sites for the Discount Sites to review such Course Content and determine whether the Discount Sites wish to market and promote the distribution of the Course Content.
    
    All Course Providers and Course Content are automatically enrolled in the CE Broker Discount Program. CE Broker encourages you to remain in the CE Broker Discount Program, as it helps drive distribution of your Course Content and find the optimal price-point for selling your Course Content. If you do not want to participate in the CE Broker Discount Program, please email us at sales@cebroker.com.
    
    Course Providers acknowledge and agree that Users may have the right to receive a refund as set forth in these Terms of Use. Neither Course Providers nor CE Broker shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund for Course Content after CE Broker has sent a Course Provider payment for that Course Content, CE Broker reserves the right to either: (i) deduct the amount of such refund from the next payment to be sent to that Course Provider; or (ii) require Course Provider repay CE Broker any amounts refunded to Users for such Course Content.
    
    Course Providers further acknowledge and agree:
    

     

    • Your ability to offer Course Content on the Site is contingent upon your approval and authorization to provide certification and education credits by the applicable regulatory boards and other authorities. Without limiting the generality of the foregoing, all Course Providers are subject to approval from CE Broker, which CE Broker may grant, deny or withdraw at any time in its sole discretion.

    • You are solely responsible for all of the Course Content you provide in, through, or arising out of your use of the Site, and for the accuracy of same. You and your Course Content, as applicable, have been approved and authorized to provide certification and education credits by the applicable regulatory boards and other authorities. 

    • You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skillsets, to teach and offer the Course Content and Services you identify, and that the credentials you post on and through the Site are accurate, truthful, complete, and not misleading.

    • You will not post any inappropriate, offensive, racist, hateful, sexist, false, misleading, infringing, defamatory or libelous content.

    • You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site or to Users.

    • You will not use the Site for any business other than for providing Course Content and related or supporting Services thereof to Users of the Site.

    • You will not engage in any activity that will require CE Broker to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings.

    • You will not copy, modify, or distribute CE Broker content from the Site, including trademarks and copyrights.

    • You will not interfere with or otherwise prevent other Course Providers from providing their Services or Course Content.

    • You will keep your content and contact information up-to-date, and respond to Users seeking your Services in a timely fashion, so as to ensure quality of service provided to licensees and other Users of the Site.

    • If you are in a state or location where any form of instructing requires a license, credential, certification or other form of governmental or third party license, consent, authorization or permission, you shall not use the Site as a Course Provider until such license, consent, authorization or permission is obtained.

    • CE Broker may record all or any part of any Course Content (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Site. CE Broker reserves the right to review the Course Content for any purpose, and may modify the presentation of a course so that it conforms to CE Broker’s marketing vision.

17. Course Provider Content and Other Content
If as a Course Provider you submit, upload or post any Course Content, you agree not to provide any Course Content that: (i) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; (ii) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity; or (iii) contains or transmits a virus or any other harmful component. You agree not to contact other Users through unsolicited email, telephone calls, mailings, or any other method of communication.

Each Course Provider grants to CE Broker a non-exclusive, royalty-free and transferable right and license to use the Course Content to deliver the Services, including, without limitation, Course Content to Users; market, promote, advertise and provide the Site and the Services; and to otherwise use and exploit the Course Content (or any portion or derivative works thereof) for CE Broker’s lawful business purposes, including commercial license and sublicense, through any and all CE Broker and its affiliate’s distribution outlets or channels, whether now known or hereafter created. This license enables us to provide the Services and provide access to the Course Content to Users, and is not intended to otherwise limit your rights to the Content. You hereby retain any and all rights that you have in and to your Course Content; provided, however, that you may not directly license a User who acquires or accesses your Course Content through the Site.

CE Broker reserves the right (but not the obligation) to monitor and edit or remove any Course Content submitted to the Site deemed in violation of these Terms of Use or applicable law. CE Broker may store and retain Course Content and User data, and disclose Course Content and User data without notice, if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms of Use, respond to claims that any Course Content violates the rights of third parties or protect CE Broker’s rights, property or personal safety or that of Users and the public. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Course Content. You are and shall remain solely responsible for the content of all Course Content. CE Broker and its affiliates take no responsibility and assume no liability for any Course Content submitted by you or any third party.

You have the right to remove all or any portion of your Course Content from the Site at any time, but such removal shall not terminate the grant of rights given to any Users who paid any required fees to access or use any removed Course Content prior to the Course Content removal. For the avoidance of doubt, removal of some, but not all, Course Content shall serve as a termination of CE Broker’s license with respect only to such removed Course Content but not any other Course Content.

You agree to defend, indemnify and hold CE Broker harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by CE Broker arising out of any Course Content you post or allow to be posted to the Site.

18. Revisions; General
    CE Broker reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between CE Broker and you pertaining to the subject matter hereof. In its sole discretion, CE Broker may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Site after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.
    Contact Us:
    CE Broker, Inc.
    Attn: Support Center
    525 N. 3^rd St, Unit 105
    Jacksonville, FL 32250
    Email: support@cebroker.com
    Call: 1-877-434-6323