Terms of Use

Last revised March 3, 2025

Table of Contents

Application of these Terms of Use
Privacy Policy
Ownership of the Site
Accessing the Site and Services; Passwords
Permitted Uses; Security and Restrictions
Accuracy and Integrity of Information
Typographical Errors and Incorrect Pricing
Terms Applicable to Placing Orders for Services and Course Content
Online Payments
Export Policy and Restrictions
Third Parties
Links to Other Websites
Cookies and Other Tracking Technologies
AI Content, Usage and Service Integration
User Provided Content, Reviews, Feedback and other Postings to the Site
Monitoring and Enforcement; Termination
Reliance on Information Posted
App Stores
Claims of Copyright Infringement
Minimum Age
Disclaimer of Warranties
Limitation of Liability Regarding Use of the Site & Services
Indemnification
Electronic Communications
Course Content Distribution Terms
Additional Terms Applicable to Course Providers
Course Provider Content and Other Content
Injunctive Relief
Mandatory Arbitration and Class Action and Jury Trial Waiver
General
Questions

1. Application of these Terms of Use

These Terms of Use (“Terms”) 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 (“Propelus,” “we,” “our,” or “us”), including, without limitation, the cebroker.com website and mobile application(s) (collectively, the “Site”) and any services sold or provided by or through Propelus or the Site (collectively, the “Services”). These Terms apply to all visitors to and users of the Site and Services (collectively, “Users,” “you,” or “your”), including providers (each, a “Course Provider”) of continuing education 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 specific Sections below for additional terms applicable to Course Providers.

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US. PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. YOUR ACCESS TO AND USE OF THE SITE IS SUBJECT TO THESE TERMS AND ALL APPLICABLE LAWS AND WE RESERVE THE RIGHT TO TERMINATE YOUR ACCESS TO THE SITE IF YOU VIOLATE THESE TERMS. BY CLICKING ON LINKS WITHIN THE SITE OR WEBPAGES BEYOND THE SITE’S HOMEPAGE, BY CLICKING ON A BOX OR ICON, OR BY DOWNLOADING A MOBILE APPLICATION, YOU AGREE TO THESE TERMS WHETHER OR NOT YOU COMPLETE A TRANSACTION WITH US AND WHETHER OR NOT YOU COMPLETE YOUR TRANSACTION ON THE SITE OR THROUGH OTHER CHANNELS, SUCH AS BY TELEPHONE, EMAIL, FACSIMILE OR OTHERWISE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE, OR ANY INFORMATION CONTAINED ON THIS SITE.

MANDATORY ARBITRATION NOTICE AND CLASS ACTION AND JURY TRIAL WAIVER. These Terms contain a mandatory (binding) arbitration provision and class action and jury trial waiver clauses. Except for certain types of disputes described in the arbitration section below or where prohibited by applicable law, you agree that disputes between you and us regarding your use of the Site or Services will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration, including as a class representative. The arbitrator’s decision will be subject to very limited review by a court. You will be entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in Court. For more details, see below.

We may make changes to the content available on the Site at any time. We can change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on the Site. We will make commercially reasonable efforts to notify you of any material changes to these Terms however we are not obligated to. You waive any right you may have to receive specific notice of such changes to these Terms except for changes to our agreement to arbitration, which is discussed more fully below. By using the Site after we have updated the Terms, you are agreeing to the then-current Terms. You are responsible for regularly reviewing these Terms.

In addition to these Terms, your use of certain Services may be governed by additional agreements.

2. Privacy Policy

Besides these Terms, we also publish a Privacy Policy. Although it is not part of these Terms, we encourage you to read it to better understand how you can update, manage, access, and delete your information.

3. Ownership of the Site

All information, screens, and pages within or appearing on this Site and any material made available for download or access, including Course Content, are the sole property of Propelus or its Course Providers, subsidiaries and affiliates, and other parties, 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, software, logos, 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, reverse engineered, altered, enhanced, published or used, in whole or in part, except for purposes authorized by these Terms or otherwise approved in writing by Propelus. 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 Propelus without Propelus’ express written consent. You may not in any way exploit any of the Site or Content in any manner or for any purpose that would constitute infringement of our, our licensors’, or other Users’ intellectual property rights. All rights not expressly granted herein are reserved.

Propelus, CEBroker.com and other marks indicated on the Site are registered trademarks of CE Broker, Inc. in the United States and other countries. Our trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.

4. Accessing the Site and Services; Passwords

We reserve the right to withdraw or amend this Site, and any Services or Content we provide on the Site, in our sole discretion and without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, in our sole discretion and without notice, we may restrict access to some parts of the Site, or the entire Site, to Users, including registered Users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Site and Services.
Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

To access the Site or certain of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete, and that you have the authority to provide such information to us.

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 Propelus. 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 also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user ID, password, or other security information. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Site may be revoked by Propelus at any time with or without cause. You agree to defend, indemnify and hold harmless Propelus from and against all claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Propelus arising out of your breach of these Terms 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.

You agree to notify us immediately of any unauthorized access to or use of your user ID or password or any other breach of security. You also agree to ensure that you sign out of or exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user ID, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.

5. Permitted Uses; Security and Restrictions

By accessing or using the Site, you agree that:

Your use of the Site is subject to and governed by these Terms;
You will only access and/or use the Site or Services and transact business with us if you are 18 years or older;
You will use the Site solely for its Services offered in the normal course of business;
You will always act in accordance with the law and custom, and in good faith;
You will comply with and be bound by these Terms as they appear on the Site each time you access and use the Site;
Each use of the Site by you indicates and confirms your agreement to be bound by these Terms; and
These Terms are a legally binding agreement between you and us that will be enforceable against you.

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 other Site or to breach security or authentication measures without proper authorization; or (iii) accessing or using the Site, Services, or Course Content or any portion thereof without authorization, in violation of these Terms 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 Propelus’ robot exclusion headers or other measures Propelus may use to prevent or restrict access to the Site.

Violations of system or network security may result in civil or criminal liability. Propelus 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.

You further agree to not use the Site in any way that:

Changes or alters the Site or Content or Services that may appear on the Site;
Interferes with or induces a breach of the contractual relationships between us and our employees;
Is in any way unlawful or prohibited, or that is harmful or destructive to anyone or their property;
Transmits any advertisements, solicitations, schemes, spam, flooding, or other unsolicited email and commercial communications;
Transmits any harmful or disabling computer codes or viruses;
Harvests email addresses from the Site;
Transmits unsolicited email to the Site or to anyone whose email address includes the domain name of the Site;
Suggests an express or implied affiliation or relationship with us without our express written permission;
Impairs or limits our ability to operate the Site or any other person’s ability to access and use the Site;
Unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity;
Transmits or uploads violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
Dilutes or depreciates our or any of our affiliates’ name and reputation;
Transmits or uploads content or images that infringe upon any third party’s intellectual property rights or right to privacy;
Utilizes the Site or Content for the development of any software program, model, algorithm, or generative AI tool, including, but not limited to, training or using in connection with the development or operation of a machine learning or artificial intelligence (AI) system (including fine tuning, or grounding the machine learning or AI system or as part of retrieval-augmented generation);
Caches or archives the content of the Site (except for a public search engine’s use of spiders for creating search indices solely for the inclusion of links and short, non-AI synthesized snippets of Site content in search results); or
Unlawfully transmits or uploads any confidential, proprietary or trade secret information.

We have no obligation, but maintain the right, to monitor the Site. This list of prohibited activities provides examples and is not complete or exclusive. We reserve the right to terminate access to your account and your ability to use this Site (or the Content) with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to this Site or to any other User of this Site and/or Content. We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet, which may include disclosing any information we obtain. In addition, we may disclose information we obtain as necessary or appropriate to operate or improve the Site, to protect us and/or our Users, or for any other purpose that the law permits.

6. Accuracy and Integrity of Information

Although Propelus attempts to ensure the integrity and accuracy of the Site, it makes no representations or warranties whatsoever as to the correctness, accuracy, completeness, reliability, 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 Propelus so that it can be corrected. Propelus 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, Propelus 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.

7. 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, Propelus has the right to refuse or cancel any such orders listed at the incorrect price. Propelus has the right to refuse or cancel any such orders regardless of whether: (i) the order has been confirmed; or (ii) your credit card, debit card or other electronic payment method has been charged. If your credit card, debit card or other payment method has already been charged for the Distribution and Propelus subsequently cancels your order, Propelus will promptly issue a credit to the applicable payment method in the amount of the incorrect price. Propelus reserves the right to change the prices applicable to any Distribution of Course Content or Services at any time in our sole discretion for any reason, without notice.

8. Terms Applicable to Placing Orders for Services and Course Content

General Terms. Propelus reserves the right, in its sole discretion, to refuse or cancel any order for Distribution at any time for any reason. Your account may also be restricted or terminated in Propelus’ 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 Propelus. Propelus may also require additional verifications or information before accepting any order for Distribution. Propelus 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 payment method has been charged, Propelus will issue a credit to your payment method in the amount of the charge. Propelus also reserves the right, at its sole discretion, to prohibit Distribution to dealers or resellers. For purposes of these Terms, reselling shall be defined as purchasing or intending to purchase Distribution of any Services or Course Content from Propelus for the purpose of engaging in an assignment, sublicense, transfer or other Distribution of those same Services or Course Content to a third party in exchange for remuneration of any sort. Any Distribution or sale of Services 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, unless specifically agreed to by Propelus in a signed writing.

Additional Services (including Subscription) Terms. Propelus may offer certain Services for Distribution through the Site, from time to time. The details, including without limitation availability and price, of such Services are subject to change without notice. Not all Services may be available for Distribution to all Users. Use of any Services is subject to the further terms and conditions contained herein. As to any Services which include Distribution of Course Content, Propelus reserves the right to add, remove, or otherwise change the availability of such Course Content at any time without notice and without liability therefor. If your Service subscription expires for any reason (e.g. User cancellation, invalid payment method, etc.) your access to such Services and any associated Course Content, if applicable, will be revoked immediately upon the date of Service expiration. If applicable, any Course Content not completed and reported to the applicable accrediting authority for accrual of continuing education or other credit as of the date of Service expiration will be ineligible to accrue such credit, without further refund or recourse.

9. 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 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 Propelus enabling payment processing services through Stripe, you agree to provide Propelus accurate and complete information about you and your business (as applicable to Course Providers), and you authorize Propelus 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 Propelus in its sole discretion and Propelus may limit eligibility or duration of the free trial in its sole discretion. Propelus reserves the right to revoke the free trial and put your account on hold in the event Propelus 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 Propelus subscription may not be eligible for a free trial. Propelus 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 Propelus 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, Propelus 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 Propelus’ 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 payment method you designate during the account registration process. If you want to designate a different payment method 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 Propelus 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 through your account home page. If you cancel your subscription, your account will automatically close at the end of your current subscription term. Propelus may change the price for your Propelus 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, Propelus 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 Propelus believes that you are abusing Propelus’ refund policy, in its sole discretion, Propelus reserves the right to suspend or terminate your account and refuse or restrict any current or future use of the Site and Services. Any Course Content for which a refund is approved will be removed from your course completion history and account, and you will accrue no continuing education or other credit, as appliable, therefrom.

Service 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 (including, without limitation, for subscription Service-level changes).

10. Export Policy and Restrictions

You acknowledge that the Services, including, without limitation, access to Course Content, which are Distributed (defined below) 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, defend. and hold harmless Propelus 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.

11. Third Parties

Propelus 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 Propelus 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.

Propelus may provide information about you to Users who input your license number on the Site. As to any organization who contracts for access (i.e. professional or regulatory governing bodies or associations, state, local and federal entities and instrumentalities), Propelus specifically has the right to provide your profile, CE Transcript, Chronological Course History and all other online records in its possession, custody or control.

12. Links to Other Websites

This Site may link to other websites that are not sites controlled or operated by us (collectively, “Third-Party Sites”). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Site to be shared with your contacts in your Third-Party Site account and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than us, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. We provide links to the Third-Party Sites to you as a convenience, and we do not verify, make any representations or take responsibility for such Third-Party Sites, including the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Site to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.

13. Cookies and Other Tracking Technologies

We use technology with third-party vendors, including without limitation services such as Hotjar, LogRocket, Pendo and Google Analytics, 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.

Microsoft Clarity. We use Microsoft Clarity to understand how Users interact with our Site. Microsoft may collect personal information from individuals visiting our Site. Microsoft’s privacy policy is available here.

14. AI Content, Usage and Service Integration

Certain content and functionality accessible through the Site and Services may be created or delivered by, in whole or in part, Artificial intelligence (AI). AI can be used to help create meaningful and engaging content, as well as automate certain aspects of Service delivery including, without limitation, certain chat functionality in response to User queries. However, such content or Services are provided for informational purposes only, are provided ‘as-is, where-is, with all faults’ with no warranty of any kind, and must not be relied upon by a User for any specific purpose without verification of its accuracy or completeness. You acknowledge and agree using any AI-enabled Site or Service functionality is at your sole risk. Propelus therefore disclaims any and all liability for any errors or omissions in the content or Services produced by AI, and advises Users to exercise caution when relying on such content or Services. Propelus will endeavor to identify when AI is being used to create content or deliver Services, but is in no way liable for a failure to do so. When interacting with AI through the Site or Services, such as in chat functionality, Propelus cannot guarantee the privacy or security of such information. Accordingly, Users should not provide any confidential or personal information in such AI interactions, and Propelus expressly disclaims any liability therefor.

15. User Provided 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 or information to us or the Site (collectively, “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, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, 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 contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (iii) contains or transmits a virus or any other harmful component; (iv) is likely to deceive any person; (v) or is otherwise in violation of applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy. You agree not to contact other Users through unsolicited email, telephone calls, mailings or any other method of communication. You represent and warrant to Propelus that you have the legal right and authorization to provide all User Generated Content to Propelus for the purposes and Propelus’ use as set forth herein.

Propelus shall have a perpetual, non‑exclusive, fully paid-up, worldwide, royalty-free, irrevocable, freely transferable, and freely sublicensable license to use the User Generated Content in whatever manner Propelus 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. Propelus 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. By providing or submitting content, you represent and warrant that you own or otherwise control all the rights to your submitted content and communications as described in this section, including all the rights necessary for you to submit the content and communications and grant the license above.

Propelus does not regularly review posted User Generated Content. Propelus has no obligation, but maintains the right to monitor and edit or remove any User Generated Content submitted to the Site. You grant Propelus 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. Propelus 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 harmless Propelus from and against all claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Propelus arising out of any User Generated Content you post, direct, or allow to be posted to the Site, your use of the Site, Course Content or Services, and your breach of any applicable law.

16. Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Generated Content for any or no reason in our sole discretion.
Take any action with respect to any User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Generated Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for us.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any reason, including any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

17. Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site includes Content provided by third parties, including materials provided by Course Providers, other Users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other Content, other than the Content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

18. App Stores

You acknowledge and agree that the availability of our mobile application may be dependent on the third party from which you received the application’s license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge and agree that these Terms are between you and us and not with the App Store and that we are responsible for the provision of Services as described in these Terms. However, if you downloaded the mobile application from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.

19. Claims of Copyright Infringement

Propelus 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.

Propelus respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to our 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 our Copyright Agent 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.

You must deliver this Copyright Notice, with all items completed, to our Copyright Agent:

CE Broker, Inc. d/b/a Propelus

Attn: General Counsel

525 N. 3^rd St. Unit 105

Jacksonville Beach, FL 32250

support@cebroker.com

20. Minimum Age

We do not allow persons under the age of eighteen (18) to use the Site. By using the Site, you represent and warrant that you are eighteen (18) years of age or over.

21. Disclaimer of Warranties

Your use of this Site is at your own risk. The Content has not been verified or authenticated in whole or in part by us, and it may include inaccuracies or typographical or other errors. We do not warrant the accuracy or timeliness of the Content contained on this Site. We have no liability for any errors or omissions in the Content, whether provided by us, Course Providers, our licensors or suppliers, or other Users.

PROPELUS 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. PROPELUS MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO ANY SERVICES PURCHASED OR DISTRIBUTED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, COURSE CONTENT, OF ANY KIND, EXPRESS OR IMPLIED. PROPELUS DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE, SERVICE, OR COURSE CONTENT WILL BE UNINTERRUPTED, AVAILABLE OR ERROR-FREE, OR THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED TIMELY OR AT ALL. TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN OR ON THE SITE, THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY 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, TITLE, AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT ALLOWED BY LAW, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, SITE-RELATED SERVICES, COURSE CONTENT, ANY INFORMATION, OR OTHER POSTED MATERIALS ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

BY PROVIDING THE SERVICES ON THE SITE, WE DO NOT IN ANY WAY PROMISE THAT THE SERVICES WILL REMAIN AVAILABLE TO YOU. WE ARE ENTITLED TO TERMINATE ALL OR PART OF ANY OF THE SITE AT ANY TIME, IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SERVICES, COURSE CONTENT, AND ANY THIRD-PARTY WEBSITES. PROPELUS DOES NOT WARRANT THAT THE SITE, SERVICES OR COURSE CONTENT 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 PROPELUS 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, PROPELUS PROVIDES NO WARRANTIES AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT YOUR USE OF THE SITE, COURSE CONTENT OR SERVICES, 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 SERVICES.
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 COURSE CONTENT, INCLUDING WITHOUT LIMITATION, THE ACCEPTABILITY OF COURSE 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, 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.

22. Limitation of Liability Regarding Use of the Site & Services

WE CANNOT GUARANTEE THE SITE WILL BE AVAILABLE ONE HUNDRED PERCENT (100%) OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE WEBSITE REASONABLY POSSIBLE, INTERRUPTIONS AND DELAYS IN ACCESSING THE SITE ARE UNAVOIDABLE AND WE DISCLAIM ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.

IN NO EVENT WILL WE OR ANY THIRD PARTIES MENTIONED ON THIS SITE BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, OR OTHERWISE) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, COURSE CONTENT OR INFORMATION CONTAINED WITHIN THE SITE INCLUDING COURSE CONTENT, OR ON ANY OTHER LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE ARE EXPRESSLY 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 OR COURSE CONTENT.

NOTWITHSTANDING THE FOREGOING, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SITE, SITE-RELATED SERVICES, COURSE CONTENT AND ANY INFORMATION OBTAINED THROUGH THE SITE OR LINKED WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, , IN THE AGGREGATE, FIVE HUNDRED DOLLARS ($500).

23. Indemnification

You agree to indemnify, defend and hold harmless us and, to the extent applicable, our subsidiaries and affiliates, and each of their and our respective directors, officers, shareholders, employees, agents, representatives, clients, contractors and third-party service providers, for any and all losses, claims, demands, actions, liability, fines, penalties and expenses (including reasonable legal fees) that may arise from any of your acts through the use of the Site. Such acts may include: (i) providing content to or communicating with us or, to the extent applicable, our subsidiaries or affiliates; (ii) unauthorized use of material obtained through the Site; (iii) engaging in a prohibited activity; or (iv) any other action that breaches these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

24. 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. By using the Site and/or the Services, you consent to receive communications from us and Course Providers electronically, including electronic notices. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Content. These electronic communications are part of your relationship with us. You agree: (i) all agreements and consents can be signed electronically; and (ii) all notices, disclosures, and other communications that Propelus provides to you electronically satisfy any legal requirement that such notices and other communications be in writing.

Propelus 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. Propelus 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, Propelus 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.

25. Course Content Distribution Terms

Propelus shall have no responsibility or liability in any manner to any Users with respect to Course Content Distributed hereunder. Notwithstanding the foregoing, Propelus 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. Propelus shall have the right, and all Course Providers grant the right and license to Propelus, to make reasonable cosmetic changes to Course Content in connection with the security, integrity, aesthetics, branding and proper functioning of the Site. Propelus 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 Propelus that you have the legal right and authorization to provide all Course Content to Propelus for Distribution (defined herein), as set forth herein. Distributed Course Content is available to a User for a period of 365 days from the date of Distribution or until such time as the accreditation is expired, whichever occurs first. Any Course Content not completed and reported to the applicable authority for issuance of continuing education or other credit, as applicable, prior to removal or expiration will accrue no continuing education or other credit.

By accepting Propelus’ Distribution of any Course Content, you acknowledge you are purchasing, and Propelus hereby grants you a non-exclusive, revocable, limited, personal, and non-transferable license to use the Course Content for personal, non-commercial purposes only, subject to the further terms and conditions set forth herein. Except for the foregoing license and as otherwise required or limited by applicable law, you have no other rights in the Course Content and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Course Content in any manner or for any purpose that would constitute infringement of our, our licensors’, Course Providers’, or other Users’ intellectual property rights. All rights not expressly granted herein are reserved.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Course Content.

26. Additional Terms Applicable to Course Providers

In addition to the other Sections of these Terms, the following shall apply to Course Providers:

Course Distribution Fees

Unless Course Content on the Site is Distributed through the Propelus Discount Program (as defined below), a Course Provider will be responsible for determining the fees to be charged for its Course Content Distributed hereunder, provided that Propelus reserves the right, but not the obligation, to review and modify the amount of fees charged for Distribution of Course Content in its sole discretion. If you are a Course Provider, you hereby authorize Propelus to deduct from the amounts paid by a User for Distribution of Course Content, a transaction fee to be retained solely by Propelus, regardless of whether Course Content is Distributed through a Discount Program or not (the “Propelus Transaction Fee”). The Propelus Transaction Fee varies depending on the level of service selected by the Course Provider. Course Provider acknowledges and agrees that the Propelus Transaction Fee for Course Content Distributed under: (i) the CEB Now and CEB Now+ Service levels shall be as mutually agreed upon by Propelus and Course Provider in writing; and (ii) the free course level shall be $0.99 per each Course Content Distributed. If Propelus changes the Propelus Transaction Fee, Propelus will provide you 30 days’ advance notice using prominent means, such as via email or by posting a notice through the Site.

Payment Terms

Propelus will issue payment for any amounts due to Course Providers for the distribution of Courses by the last day of the calendar month following the calendar month in which a Course was Distributed. Payment shall be made in U.S. Dollars unless otherwise agreed to in writing by Propelus, and shall be remitted via an electronic payment service. You are solely responsible for providing Propelus with all identifying and tax information necessary for the proper payment of amounts due to any applicable taxing authority and solely liable for any deficiencies in collection resulting therefrom.

Service Level Selection; No Warranties

Course Provider may elect to enroll in CEB Now or CEB Now+ by contacting Propelus 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. Propelus 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) Propelus makes no representations or warranties as to the nature, kind, quality or efficacy of such Services; (ii) Propelus 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) Propelus is not liable for the content of any such advertising, marketing or promotional Services.

Discount Program

Propelus may, in its sole discretion, offer your Course Content through a discount program (the “Propelus Discount Program”). If your Course Content is sold through the Propelus 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 Propelus, 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 Propelus 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 any Discount Sites including, without limitation, Amazon Local, Living Social, Groupon, Appsumo, Stack Social, DealCoop and MightyDeals.

You may receive different amounts from the distribution of Course Content through the Propelus Discount Program depending on whether Course Content is promoted directly by Propelus 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 Propelus Discount Program, each Course Provider grants Propelus 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 Propelus Discount Program. Propelus encourages you to remain in the Propelus 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 Propelus 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. Neither Course Providers nor Propelus 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 Propelus has sent a Course Provider payment for that Course Content, Propelus 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 to repay Propelus 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 Propelus, which Propelus 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 Propelus 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 Propelus 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.
Propelus 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. Propelus reserves the right to review the Course Content for any purpose, and may modify the presentation of a course so that it conforms to Propelus’ marketing vision.

27. 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 Propelus a non-exclusive, royalty-free, irrevocable, world-wide, transferable right and license to use the Course Content to deliver the Services, including, without limitation, delivering or making available Course Content to Users in any medium or technology including, without limitation, online or remote access and electronic download whereby the User may download, display, view, hear, or print the Course Content; market, promote, advertise and provide the Site and the Services thorough any medium; and to otherwise use and exploit the Course Content (or any portion or derivative works thereof) for Propelus’ lawful business purposes, including commercial license and sublicense, through any and all Propelus and its affiliate’s distribution outlets or channels, whether now known or hereafter created (collectively “Distribute” or “Distribution”). 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 Distribute to a User who acquires or accesses your Course Content through the Site.

Propelus reserves the right (but is under no obligation) to monitor and edit or remove any Course Content submitted to the Site deemed in violation of these Terms or applicable law. Propelus 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, respond to claims that any Course Content violates the rights of third parties or protect Propelus’ 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 of your Course Content. You are and shall remain solely responsible for the content of all of your Course Content. Propelus and its affiliates take no responsibility and assume no liability for any Course Content submitted by you or any third party.

You, as a Course Provider, 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 Propelus’ license with respect only to such removed Course Content but not any other Course Content.

You, as a Course Provider, agree to defend, indemnify and hold Propelus harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Propelus arising out of any of your Course Content, your breach of any of these Terms, and/or your breach of any applicable law.

28. Injunctive Relief

You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we shall be entitled, without prejudice to any other rights and remedies that may be sought under the mandatory arbitration provision of these Terms, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of these Terms. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state or federal courts located in Florida. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

29. Mandatory Arbitration and Class Action and Jury Trial Waiver

Most concerns can be resolved quickly and to your satisfaction by contacting us as set forth in the “QUESTIONS” section below.

In the event that we are not able to resolve a dispute, and with the exception of the claims for injunctive relief by us as described above and to the extent allowed by law, you hereby agree that either you or we may require any dispute, claim, or cause of action (“Claim”) between you and us or any third parties arising out of use of the Site, the Services, and any other actions with us (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) to be arbitrated on an individual (non-class) basis. Claims also include, except as otherwise provided herein, disputes related to the coverage, applicability, arbitrability, enforceability, formation, scope, or validity of these Terms, including this Arbitration provision, all of which shall be subject to the sole power of the arbitrator as described herein. Notwithstanding anything else herein, the enforceability of the Class Action Waiver shall be determined by a court. In addition, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law or is not transferred, removed, or appealed from small claims court to any different court. Additionally, if you are a California resident, you retain the right to obtain public injunctive relief from any court with proper jurisdiction.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. ADDITIONALLY, ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL BASIS, AND, THEREFORE, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT. AS PART OF THIS WAIVER, YOU AGREE THAT YOU WAIVE THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN AN ARBITRATION; THAT EXCEPT AS OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT, CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.

You and we agree that your use of the Services involves interstate commerce, and that this arbitration agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Claims at issue. The arbitrator must follow, to the extent applicable: (1) the substantive law of the state in which we entered into the transaction giving rise to this arbitration agreement; (2) the applicable statutes of limitations; and (3) claims of privilege recognized at law. The arbitrator will not be bound by federal, state or local rules of procedure and evidence or by state or local laws concerning arbitration proceedings.

If either you or we elect to arbitrate a Claim, the dispute shall be resolved by binding arbitration administered under the applicable rules of the American Arbitration Association (“AAA”). Either you or we may elect to resolve a particular Claim through arbitration, even if the other party has already initiated litigation in court related to the Claim, by: (a) making written demand for arbitration upon the other party, (b) initiating arbitration against the other party, or (c) filing a motion to compel arbitration in court.

If this is a consumer-purpose transaction, the applicable rules will be the AAA’s Consumer Arbitration Rules. The applicable AAA rules and other information about arbitrating a claim under AAA, including how to submit a dispute to arbitration, may be obtained by visiting its website at https://www.adr.org/ or by calling 1-800-778-7879. If AAA will not serve as the administrator of the arbitration, and you and we cannot then agree upon a substitute arbitrator, you and we shall request that a court with proper jurisdiction appoint an arbitrator. However, we will abide by the applicable AAA rules regardless of the forum. Arbitration shall be conducted in the county and state where you accepted these Terms, you reside, or another reasonably convenient place to you as determined by the arbitrator, unless applicable laws require another location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as provided in applicable statutes, the arbitrator’s award is not subject to review by the court and it cannot be appealed. The parties will have the option to request and receive a statement of reasons for the arbitration award.

If you elect to file the arbitration, and this is a consumer-purpose transaction, you will pay the filing fee to the extent required by AAA’s Consumer Arbitration Rules but not to exceed the cost of filing a lawsuit. Any amount above what it would cost you to file a lawsuit, we will pay. All other arbitration fees and expenses shall be allocated to us according to AAA rules. Except for the arbitration fees and expenses, each party shall pay its own costs and fees incurred (including attorneys’ fees), unless the arbitrator allocates them differently in accordance with applicable law. This paragraph applies only if this is a consumer-purpose transaction.

Notwithstanding anything to the contrary in these Terms, and except as otherwise set forth in this paragraph, the agreement to arbitration may be amended by us only upon advance notice to you. If we make any amendment to this agreement to arbitration (other than renumbering the agreement to align with any other amendment to the Terms) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding or action against us prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by this agreement to arbitration that have arisen or may arise between you and us. However, we may amend this agreement to arbitration and not provide you notice; in that case, the amendments will not apply to you and the agreement to arbitration contained in these Terms to which you agreed will continue to apply to you and us as if no amendments were made.

If any part of this arbitration provision is invalid, all other parts of it remain valid. However, if the class action limitation is invalid, then this arbitration provision is invalid in its entirety, provided that the remaining Terms shall remain in full force and effect. This arbitration provision will survive the termination of your use of the Site, the Services, and any other actions with us.

You may reject this arbitration provision within thirty (30) days of accepting the Terms by emailing us at support@cebroker.com and including in the subject line “Rejection of Arbitration Provision.”

30. General

Merger. These Terms (which hereby incorporate by reference any other provisions applicable to use of the Site, including any expressly designated legal notices or terms located on particular pages within this Site) constitute the entire agreement between you and us and they supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and us with respect to the Site and information, software, products and Services associated with it.

Severability. If any term or provision in these Terms is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms in its entirety and the remainder of these Terms shall survive with the said offending provision eliminated.

Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules, and the United States of America. Except as set forth in the agreement to arbitration and without waiving it, you agree that any dispute arising from or relating to the subject matter of these Terms (including but not limited to if you opt out of the agreement to arbitration) shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Jacksonville, Florida, except where the jurisdiction and venue are mandated by applicable assignment.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. We may freely assign our obligations and rights under these Terms, including all personal information in our possession that we have collected during your use of the Site as further described in our Privacy Policy.

No Waiver. No failure, omission or delay on the part of us in exercising any right under these Terms will preclude any other further exercise of that right or other right under these Terms.

Headings. Provision and section headings are for convenience of reference only and shall not affect the interpretation of these Terms.

31. Questions

If you have any questions or comments about these Terms or this Site, please contact us by email at support@cebroker.com. You also may write to us at:

CE Broker, Inc. d/b/a Propelus
Attn: Support Center
525 N. 3^rd St, Unit 105
Jacksonville, FL 32250