Terms of Service

Last Updated: October, 2025

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY, AS THEY AFFECT YOUR RIGHTS.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. DETAILS ARE SET FORTH BELOW.

United CPR Association LLC and its subsidiaries and affiliated entities, including CPR Certification, LLC and Certification Classes LLC (collectively, “we,” “us,” or “our”), are pleased to provide you with access to the following services (“Services”), subject to these Terms of Service (these “Terms”): (i) the provision of CPR and Basic Life Support (“BLS”) classes, courses, training, and certifications, first aid classes and training, and any other classes, training, courses, services, or products that we may offer from time to time, whether to individuals, groups, or companies, and whether delivered online or in-person; (ii) all websites owned or controlled by us, including Home - United CPR Association, Home - CPR Certification LLC, and CPR Certification Near Me | CPR & First Aid Classes, and any related domains (collectively, the “Websites”); (iii) any email notifications, SMS messages, or other communications or mediums, or any portions thereof, through which you access these Terms; and (iv) all information, data, training, materials, and content viewable on, contained in, downloadable from, or purchasable in connection with any of the foregoing. These Terms apply to all users of the Services, including users who are browsers, customers, companies, employers, organizations, institutions, merchants, and contributors of content.

Please read these Terms carefully. By accessing, using, or continuing to use the Services, visiting our Websites, contacting us in any manner, or otherwise indicating your acceptance, including by clicking to accept or agree to these Terms when such option is presented, you acknowledge and expressly agree to be bound by these Terms, regardless of whether acceptance occurs verbally, in writing, electronically, by phone, or by any other means. If you do not agree with these Terms, or any portion of these Terms, you must not access or use the Services. We may update, change, or replace these Terms from time to time by posting updates or changes to our Websites. Any new features or products which are added to the current Services will also be subject to these Terms. You can review the most current version of these Terms at any time on our Websites. Your continued use of or access to the Services following the posting of the revised Terms means that you accept and agree to the changes, so please check these Terms periodically for updates.

DISCLAIMER: WE ARE AN OFFICIAL TRAINING SITE RECOGNIZED BY THE AMERICAN HEART ASSOCIATION AND AN OFFICIAL TRAINING CENTER RECOGNIZED BY THE AMERICAN RED CROSS. AS FURTHER DESCRIBED BELOW, WE OPERATE AS AN INDEPENDENT THIRD-PARTY PROVIDER OFFERING EDUCATIONAL TRAINING IN CPR, FIRST AID, AND BLS. PLEASE NOTE THAT SOME OF OUR CPR AND ONLINE PRODUCTS, INCLUDING CERTAIN FIRST AID COURSES, MAY NOT BE AFFILIATED WITH OR ENDORSED BY THE AMERICAN HEART ASSOCIATION (“AHA”), AMERICAN RED CROSS (“ARC”), OR ANY OTHER COMPETING TRAINING PROVIDERS, THEIR SUBSIDIARIES, OR AFFILIATES. COURSE COMPLETION AND CERTIFICATION ARE DETERMINED SOLELY BY OUR EVALUATION, OR THAT OF OUR INSTRUCTORS, OF YOUR TRAINING AND DEMONSTRATED SKILLS IN THE SPECIFIED COURSE, AND ARE ISSUED IN ACCORDANCE WITH THE RELEVANT GUIDELINES, WHICH MAY INCLUDE THOSE OF THE AHA, ARC, ILCOR, OR OUR OWN INTERNAL GUIDELINES, AS APPLICABLE. YOU ARE SOLELY RESPONSIBLE FOR SELECTING AND ENROLLING IN THE APPROPRIATE SERVICE OR PRODUCT THAT MEETS YOUR SPECIFIC CERTIFICATION OR TRAINING REQUIREMENTS, INCLUDING THOSE SET BY THE AHA, ARC, OR ANY OTHER RELEVANT ORGANIZATION. WE DO NOT VERIFY, AND ARE NOT RESPONSIBLE FOR VERIFYING, WHETHER THE SERVICE OR PRODUCT YOU CHOOSE IS APPROPRIATE OR SUFFICIENT FOR YOUR INDIVIDUAL NEEDS, OBJECTIVES, OR REQUIREMENTS.

MEDICAL SERVICES DISCLAIMER: WE ARE NOT A LICENSED MEDICAL OR HEALTHCARE PROVIDER AND DO NOT OFFER MEDICAL ADVICE OR SERVICES. ANY INFORMATION, CONTENT, OR RESULTS PROVIDED THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED OR RELIED UPON AS MEDICAL ADVICE. IF YOU REQUIRE MEDICAL ADVICE OR TREATMENT, PLEASE CONSULT YOUR PHYSICIAN OR ANOTHER QUALIFIED HEALTHCARE PROFESSIONAL. IN CASE OF AN EMERGENCY, PLEASE CALL 911 IMMEDIATELY.

1. ELIGIBILITY TO USE THE SERVICES

  1. You have the Right to Enter into these Terms. As an individual interacting with the Services in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power, and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.
  2. Consideration. You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with the Services. You represent and warrant that you have the capacity to be bound by these Terms.

2. USE OF THE SERVICES

  1. Restrictions and Prohibited Uses of the Services. You agree that all information you provide to us when registering for an account or purchasing any product or service will be truthful, accurate, and complete, and you acknowledge that providing false, inaccurate, or incomplete information may result in suspension or termination of your account or access to our products or services. In addition to other prohibitions set forth in these Terms, you will not, and will not permit others (including your employees or representatives) to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any underlying or related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Services or any Technology, in whole or in part; (iii) access or use the Services for timesharing or reselling purposes or otherwise for the benefit of a third-party; (iv) use the Services to submit or transmit infringing, libelous, fraudulent or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) use the Services to submit or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses; (vi) interfere with or disrupt the integrity or performance of the Services or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Services, the Technology or any of their related systems or networks; (viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Services (including any Technology); (x) access the Services or the Technology (in whole or in part) in order to build a competitive product or service or for benchmarking or competitive analysis; (xi) remove any proprietary notices or labels of or from the Services or the Technology; (xii) access or use the Services in any way that violates these Terms, any third-party rights, or any appliable laws, rules, regulations or orders having the force of law, including anti-spam, export control, privacy, or anti-terrorism laws and regulations (collectively, “Laws”); (xiii) use the Services (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; or (xiv) use all or any part of the Services for any commercial purpose.
  2. Your Submission of Information and Content to Us. To access and use the Services, you may provide us with certain registration details, such as your name, email address, physical address, phone number and payment details, and other personal information, content, and materials (collectively, “Your Content”). It is a condition of your use of the Services that all Your Content is correct, current, and complete. You will ensure (and represent, warrant and covenant) that Your Content, as well as your activities in connection with, use of or access to the Services, are accurate, complete and do not and will not violate any applicable Laws or infringe on a third party’s intellectual property rights or other rights. Without limiting the generality of the foregoing, if Your Content includes any personal information of individuals, you will ensure that your collection and submission to the Services of the same, and your and our use and storage of the same as contemplated by these Terms does not violate any third party rights, and otherwise complies with Laws, including any Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by these Terms. Under no circumstances will we be liable in any way for any: (i) of Your Content; (ii) errors or omissions in Your Content; or (iii) loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any of Your Content. By providing us with Your Content, you thereby grant us a worldwide, royalty-free, irrevocable, transferable right and license to use such materials to provide the Services to you and as otherwise set forth in these Terms.
  3. Privacy. We may use, process, and disclose Your Content in accordance with our Privacy Policy, which is incorporated into these Terms by reference and forms an integral part of these Terms.
  4. Your Systems. You are responsible for: (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Your Systems”); (ii) maintaining the security of all of Your Systems; and (iii) all uses of your account(s) or Your Systems. You acknowledge and agree that failure to obtain and maintain Your Systems and otherwise meet any applicable technical requirements of or relating to the Services may cause the Services to (in whole or in part) be unavailable, or function ineffectively or inappropriately. We will in no event be responsible for any downtime, losses, failures or liabilities that arise as a result of your failure to comply with the requirements set forth in this Section. You acknowledge that use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. High-speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
  5. Informational and Educational Content.
    1. You acknowledge and agree that any access to informational or educational content provided through the Services, as well as any participation in or completion of any course, class, or training offered in connection with the Services, is for general informational purposes only and does not guarantee or warrant any specific outcome or result, including your compliance with any applicable Laws. Furthermore, we make no representation or warranty that such access, participation, or completion will satisfy the requirements of any governmental authority, employer, or any other third party. You remain solely responsible for ensuring your own compliance with all applicable Laws and requirements. ALL CONTENT, INFORMATION, EDUCATIONAL MATERIALS, AND TRAINING MADE AVAILABLE ON, THROUGH, OR AS A RESULT OF THE SERVICES ARE PROVIDED SOLELY FOR INFORMATIONAL AND EDUCATIONAL PURPOSES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY INFORMATION, TRAINING, COURSE, CLASS, PRODUCT, OR PROCESS DISCUSSED, ADDRESSED OR CONTAINED IN THE SERVICES, AND WE ASSUME NO LIABILITY THEREFOR.
    2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL CONTENT, INFORMATION, EDUCATIONAL MATERIALS, AND TRAINING PROVIDED ON, THROUGH, OR AS A RESULT OF THE SERVICES ARE PROVIDED STRICTLY ON AN “AS-IS” BASIS, AND MAY CONTAIN ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF OR RELIANCE ON ANY SUCH CONTENT, INFORMATION, EDUCATIONAL MATERIALS, OR TRAINING. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, OR TIMELINESS.

3. IN-PERSON CLASSES. The following terms and conditions apply to our in-person Services (“In-Person Class”):

  1. Your Conduct.
    1. Your conduct at or in connection with any In-Person Class must at all times comply with all rules, policies, terms, and conditions imposed by us and any third parties involved in the provision and operation of the In-Person Class (“In-Person Class Provider Rules”). In-Person Class will begin promptly at the scheduled time, and you are required to arrive at least 10 minutes prior to the start time; late arrivals may be denied admittance and will not be entitled to any refund. Without limiting any other rights we may have, we reserve the right to terminate your access to any In-Person Class or to the Services, without refund, if you fail to comply with these Terms or any In-Person Class Provider Rules, if we believe your conduct at or in connection with any In-Person Class will reflect poorly on us, the Services, or our goodwill, or if we deem your conduct to be illegal, inappropriate, or disruptive, in each case, in our sole and absolute discretion.
    2. Each In-Person Class provider or instructor may, at their discretion and without refund, refuse admission to or remove any person whose conduct is deemed disorderly, who uses vulgar or abusive language, or who fails to comply with the In-Person Class Provider Rules. If you breach these Terms or any In-Person Class Provider Rules, cancel an In-Person Class without providing at least 48 hours’ prior notice, or arrive after the In-Person Class has started, we may immediately terminate or cancel your right to attend the applicable In-Person Class without refund. You agree to reimburse us for any damages, expenses, or costs we incur as a result of your actions or omissions in connection with an In-Person Class, including any expenses incurred in assisting you with the retrieval of personal belongings left at an In-Person Class.
    3. Animals are strictly prohibited in all our CPR classes for both instructors and students; only service animals are permitted.
  2. Rescheduled or Canceled In-Person Classes by Us. We reserve the right, in our sole discretion, to cancel or postpone any In-Person Class at any time due to emergency situations, unforeseen events, or for any other reason. If an In-Person Class is canceled or postponed, we may, but are not obligated to, use reasonable efforts to reschedule the class at no additional cost; however, if we choose not to reschedule, we may, at our discretion, provide a refund of any registration fees actually paid for the canceled class, which will be our sole and exclusive liability. Under no circumstances will we be responsible or liable for any travel, accommodation, or other costs, expenses, or losses incurred by you or any third party in connection with a canceled or postponed In-Person Class. Please allow up to 30 days for the processing of any refunds or credits, if applicable.
  3. Individual In-Person Class Cancellation or Rescheduling by You. Once you have booked an In-Person Class, your seat will be reserved; if you are unable to attend the originally scheduled In-Person Class, you may request to reschedule by providing at least 48 hours’ advance written notice, subject to availability and payment of a rescheduling fee. Failure to provide the required notice will result in your booking being treated as a cancellation, and all fees paid will be forfeited without refund.
  4. Group In-Person Classes.
    1. Group In-Person Class rates are calculated based on a minimum of five participants. For groups with fewer than five participants, the rate for five participants will apply. If additional attendees are added to your group before the day of the In-Person Class, an extra per-person fee will apply for each added participant.
    2. To reserve your group In-Person Class, a deposit is required, and the remaining balance is processed two to three business days prior to the In-Person Class date. If you choose to pay the remaining balance by check, we must receive it at least two weeks prior to the In-Person Class to allow time for processing. While we wait for the check to arrive, we also require a credit card on file as a backup. This ensures that if the check does not clear, we can process the payment by credit card. Class will only begin once payment is confirmed. If a class proceeds without payment, certification cards will be withheld until payment is received. A 3% credit card processing fee applies to credit card payments. If you cancel more than 72 hours before the class, your deposit will be refunded. If you cancel within 72 hours, the deposit is nonrefundable.
  5. Changes to In-Person Classes. We reserve the right, at our sole discretion and without prior notice, to substitute, replace, or change any instructor or provider assigned to an In-Person Class at any time, and such changes will not constitute grounds for cancellation, refund, or any other remedy unless otherwise expressly stated in writing.
  6. Recording, Transmission and Exhibition. You grant permission to us and the In-Person Class instructors or providers to use your name, image, likeness, acts, poses, plays, appearance, movements, and statements in any live or recorded audio, video, or photographic display or other transmission, exhibition, publication or reproduction made of, or at, the In-Person Class (regardless of whether before, during or after) for any purpose, in any manner, in any medium or context now known or hereafter developed, without further authorization from, or compensation to, you or anyone acting on your behalf (including in our publications, websites, social media, and marketing materials and for the purpose of publicizing the Services or other lawful uses). Additionally, you waive the right to inspect or approve any such use or finished product, and any claim to royalties or other compensation arising from or related to such use.
  7. Liability Release and Waiver. As further described in (and consistent with) Sections 13 and 14 below, by participating in or attending any In-Person Class, you acknowledge and voluntarily assume all risks and dangers associated with such participation or attendance, whether occurring before, during or after the In-Person Class, and you irrevocably release, waive, and discharge us, as well as our owners, agents, officers, directors, managers, and employees, from any and all claims, liabilities, or damages, including those arising from personal injury, death, or property loss. You further acknowledge and agree that we make no representations or warranties regarding, and will have no responsibility for, any insurance coverage maintained by In-Person Class instructors, organizers or hosts. See Section 14 (Limitations on Liability) for additional limitations on our liability.

4. PRICES AND PAYMENT - THE SERVICES GENERALLY. We reserve the right to change, update or adjust our prices, promotions, or marketing programs at any time in our sole discretion. Except as expressly authorized by us, the Services are non-transferable, and payments are non-refundable. You agree to pay us all fees and charges associated with the Services you choose, as applicable, and as described on the Services at the time you submit your payment information. You also authorize us, or a third-party payment processor that works on our behalf, to charge your chosen payment method according to the terms of your chosen Services. By clicking “pay”, “purchase” or any synonymous instruction on the Services, you authorize us (or our third-party payment processor) to charge your chosen credit or debit card or other payment method. We reserve the right to correct any errors or mistakes even if we have already requested or received payment. By making any purchase on or through the Services, you represent and warrant that you are authorized to use the payment card provided and are capable of entering into a contract under applicable Law.

5. YOUR RESPONSIBILITIES AND ONLINE CLASSES.

  1. We provide a variety of classes, courses, and training through the Services. You agree to conduct yourself in a respectful and appropriate manner at all times. You shall not engage in any disruptive behavior or cause any disturbance, whether physical, verbal, or otherwise. You agree to review and comply with our instructions, guidelines, and policies that we may post, communicate or update from time to time regarding the use of the Services, and acknowledge that your continued access to or use of the Services is conditioned upon your adherence to such instructions, guidelines, and policies, including requirements for hybrid or ARC courses or classes (such as completing any required online portion prior to attending the in-person course or class). You are solely responsible for enrolling in the appropriate class, course, or training as required by your employer, organization, or institution, and for confirming whether our certifications are accepted by them. We disclaim any responsibility or liability for any misuse or misapplication of information provided through the Services. If you are participating as a student, you are expected to adhere to the honor code, which requires honesty and prohibits cheating or any inappropriate testing behavior. You must complete all exams and required exercises independently and must not share, distribute, or disclose exam questions or answers to others by any means. Any violation of the honor code, including cheating or compromising exam integrity, will result in immediate revocation of your certification and a permanent ban from all current and future Services, courses, classes, or training.
  2. In accordance with AHA guidelines, each student is required to bring the most current AHA manual, as specified by the AHA, to class. Please note that it is your responsibility to obtain the latest version of the AHA manual prior to the start of class, as it is not provided as part of the Services.
  3. You acknowledge, understand, and expressly agree that we may, in our sole and absolute discretion, deliver one or more classes exclusively through an online, self-paced format without the presence, participation, or oversight of a live instructor, and you further agree that the availability of such instructor-less, online-only classes fully satisfies our obligations to provide the applicable instructional services under these Terms.

6. CERTIFICATIONS AND AHA E-CARDS.

  1. The sole purpose of issuing any certification by us is to confirm, to the best of our knowledge, that you have successfully completed the applicable training, course, or class; however, such certification does not represent, warrant, or guarantee that you are fully prepared or qualified to perform any course materials, CPR, BLS, or First Aid assistance. Our products and certifications may not be affiliated with, or endorsed by, or recognized by the AHA, ARC, or any other training provider or their subsidiaries, or affiliates, and all names, marks, emblems, and images of such organizations are the registered trademarks of their respective owners. As a training provider, we deliver educational content but do not establish or control organizational training policies and it is your responsibility to verify with your employer or licensing board whether our courses and certifications meet your specific industry requirements or will be accepted for your intended purposes, as some employers or licensing boards may require in-person training or have additional requirements. It is your employer’s duty to inform you about any specific First-Aid training requirements. We make no representation, warranties or guarantees, express or implied, that our certifications will satisfy any third party’s requirements or standards, or that they will be accepted in all circumstances. Unless otherwise specified at the time of reservation, group CPR classes are conducted according to our own guidelines, and you must notify us in advance if you require certification under the AHA, ARC, or any other specific organization. Certain training courses include an online portion that must be completed prior to attending the in-person training session. You are responsible for ensuring that all required prerequisites are completed before attending the in-person session.
  2. Certification cards will be issued following successful completion of the course and receipt of full payment. While we make every effort to provide AHA electronic cards (“eCards”) on the same day as the class, delivery may be delayed during holidays or due to issues or scheduled maintenance with the AHA’s website. The instructor will endeavor to send your eCard on the same day as the class; however, you acknowledge and agree that receipt of an eCard does not guarantee any specific level of skill or knowledge regarding the course material. It remains the responsibility of you and your employer, organization, or institution to evaluate your competency and determine qualification for any particular job or function.
  3. If a compliance issue arises during a class (such as the instructor not administering the exam or omitting required skills checks, including playing a video), we reserve the right to invalidate any issued certification cards by notifying you that the certification card is not valid. We also reserve the right to recall the class, in which case the class will be rescheduled. Participants in a recalled class will be required to retake all or part of the class as we determine necessary. Except as we otherwise expressly agree to in writing, no refunds will be provided for recalled classes or for any events or circumstances beyond our control.
  4. Payment must be received in full prior to the issuance of any certifications in the applicable area of training. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO REVOKE, SUSPEND, OR DISCONTINUE THE VALIDITY OF ANY CERTIFICATION AT ANY TIME AND FOR ANY REASON. You are solely responsible and liable for all use and consequences of any certification(s) issued to you, whether by us or by any third party. All certifications and eCards are strictly non-transferable, and we do not permit or authorize any changes to the name or other identifying information on certifications or eCards once issued. Each certification and eCard must be associated with a unique individual email address, and no two recipients may use the same email address for the delivery of certifications or eCards.

7. STUDENTS WITH DISABILITIES. We are dedicated to fostering an inclusive and accessible learning environment for all students, including those with disabilities. To ensure we can provide reasonable accommodations, students with disabilities or those requiring caregiver assistance must notify us prior to enrolling and before making any payment for the Services; failure to provide timely notice may limit our ability to arrange necessary accommodations. Students are responsible for maintaining open communication with us throughout their enrollment and must promptly inform us of any changes in circumstances or additional accommodation needs. All information regarding disabilities, accommodation requests, or caregiver support will be kept strictly confidential and shared only with individuals directly involved in the accommodation process. Please note that, in accordance with applicable guidelines (including those of the AHA, ARC, or their equivalents), all students must be able to independently perform required life-saving skills and written examinations to successfully complete our courses.

8. TERMINATION. We reserve the right, at our sole and absolute discretion, to suspend, restrict, or terminate your access to all or any part of the Services, at any time and for any reason or no reason, with or without prior notice or liability to you. Such reasons may include our determination that your conduct is harmful to others; that you are ineligible or unsuitable to use or participate in the Services; that you have violated these Terms or any applicable Law; or that you have misused, abused, or misappropriated the Services (in whole or in part, and including any content made available thereon).

9. THIRD-PARTY SERVICES.

  1. Third-Party Services. You acknowledge and agree that: (i) one or more of the functionalities or services available on or via the Services may be made available by third parties (“Third-Party Service Providers” and such functionalities or services, “Third-Party Services”); (ii) certain aspects of the Services rely on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of our control, and that as such we will have no liability for downtime of any Services caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on use of the particular Third-Party Service, in addition to other terms and conditions, including those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, “Third-Party Requirements”); (iv) you are solely responsible for compliance with, and will ensure that you comply with, all Third-Party Requirements; and (v) we may at any time terminate or discontinue any Third-Party Services, including as a result of termination of our relationship with the applicable Third-Party Service Provider, provided that we will endeavor to provide you with advance written notice of any such termination or discontinuation if possible.
  2. Links to Third-Party Sites or Content. Links from the Services to external sites or inclusion of advertisements and other third-party content on the Services do not constitute an endorsement by us of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party content, but are for our users’ reference and convenience. We do not control third-party sites or content, and as a result we are not and will not be responsible for them. Such sites and content are governed by their respective owners’ terms of use or service and privacy policies, and not these Terms. We expressly disclaim any liability derived from the use or viewing of such links or content that may appear on the Services, and you hereby agree to hold us harmless from any liability that may result from the use of such links or content.

10. OWNERSHIP AND LICENSES.

  1. Ownership. We or our licensors will own and retain all right, title and interest in and to the following (collectively, “Our Property”): (i) the Services, including the Technology, and any and all improvements, enhancements or modifications thereto; (ii) all work product, including software, applications, inventions and other technology or intellectual property developed, authored, conceived, or reduced to practice in connection with the Services (“Results”); (iii) the Websites and the “UCPRA,” “United CPR Association,” “CPR Certification,” and other related names, brands, marks and other similar intellectual property; (iv) any suggestions, enhancement requests, recommendations, corrections or other feedback provided by you relating to the Services or these Terms (collectively, “Feedback”), with all rights therein assigned to us; (v) any and all performance data, test or evaluation results, usage data, or other metrics derived from or relating to the Services, including Aggregated Data (as defined below); and (vi) all intellectual property rights in and to any of the foregoing. You acknowledge and agree that you have no rights in or to Our Property except as expressly set forth in these Terms.
  2. Use of Data. Notwithstanding anything to the contrary, and to the extent not prohibited by Law, we will have the right to collect and analyze Your Content and other information relating to the provision, use and performance of the Services (including the Technology, and including Your Content and data derived therefrom), and we will be free (during and after the term of your use of the Services) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic, research, and corrective purposes in connection with the Services, including the Technology or our other product or service offerings; (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with our business without disclosing your identity (“Aggregated Data”); and (iii) use and disclose such information and data in accordance with Section 3(f). No rights or licenses are granted except as expressly set forth herein.
  3. Feedback. Any improvements, enhancements or other modifications that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us, whether independently or jointly with you or any third party, and that arise out of or relate to any Feedback, will be owned solely and exclusively by us, and you hereby assign and agree to assign to us all right, title, and interest you may have or acquire in such improvements, enhancements, or modifications.

11. CONSENT TO ELECTRONIC COMMUNICATION AND CALL RECORDING. By using the Services, you agree to allow us to communicate with you electronically, and you consent to electronic delivery of notices, documents, and other materials from us or the Services or via e-mail or social media. To the extent you sign up for any e-mail communications, you may opt-out at any time by following the prompt in those e-mail communications or by sending an e-mail requesting an opt-out to support@ucpra.org. By engaging in telephone conversations or any form of communication with our representatives, you consent to the recording of such calls and communications. The purpose of the recording is to monitor the quality of service you receive, to verify the details of our conversation (including acceptance of these Terms), to ensure compliance with relevant laws and regulations, and to aid in our staff training and development processes.

12. TEXT MESSAGING (“SMS”) TERMS.

Please read these UCPRA Messaging Terms & Conditions (the “SMS Terms”) carefully. By enrolling or otherwise agreeing to receive automated promotional and personalized marketing text messages (e.g., SMS, MMS, and RCS) from or on behalf of UCPRA or by otherwise providing your phone number to UCPRA, you agree to these SMS Terms. For purposes of these SMS Terms, “UCPRA,” “the Company,” “we,” or “us” shall mean UCPRA and any of its subsidiaries, divisions, or affiliates.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT IN SECTION 17 THAT AFFECTS YOUR RIGHTS, INCLUDING THE WAIVER OF CLASS ACTIONS AND JURY TRIALS. THE AGREEMENT ALSO CONTAINS PROVISIONS FOR OPTING OUT OF ARBITRATION. PLEASE REVIEW IT CAREFULLY.

United CPR Association (the “Company” or “UCPRA”) offers its customers mobile alerts about class confirmations and renewal classes and other marketing messages about events, new services, and other offers by SMS, MMS, and RCS message (the "SMS Service"). By participating in the SMS Service, you are agreeing to the UCPRA Terms of Use and acknowledging UCPRA’s Privacy Policy. When you opt into the SMS Service, you understand and agree that these SMS Terms are incorporated into, and become part of, the UCPRA Terms of Use (and are together, the “Terms”). THE TERMS CONTAIN AN ARBITRATION AGREEMENT, JURY AND CLASS ACTION WAIVERS, LIMITATIONS ON OUR LIABILITY, AND OTHER PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS REGARDING THE SMS PROGRAM. PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS.

By participating in the SMS Service, you agree to receive recurring automated promotional and personalized marketing text (e.g., SMS, MMS, and RCS) messages (e.g. cart reminders) from UCPRA, including text messages that may be sent using an automatic telephone dialing system, automated system, and/or AI-assisted technology, to the mobile telephone number you provided when signing up or any other number that you designate. You agree that you consent to receive such messages regardless of any state or federal time of day restrictions and/or the presence of your telephone number on any state or federal Do Not Call list/registry. Consent to receive automated marketing text messages is not a condition of any purchase. Message & Data rates may apply.

Message frequency will vary. UCPRA reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. UCPRA also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so.

Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. UCPRA, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

  1. Signing Up and Opting-In to the SMS Service

    Enrollment in the SMS Service requires you to provide your mobile phone number. You may not enroll if you are under 18 years old (except in Alabama and Nebraska, 19 years old). Before the SMS Service starts, you may need to verify the mobile phone number you provided by responding to a text message to your mobile phone that affirms your choice to opt-in to this SMS Service and your agreement to these Terms. We reserve the right to stop offering the SMS Service at any time with or without notice.

    By opting into the SMS Service, you:

    • Authorize us to use autodialer, non-autodialer, or AI technology to send text messages (including cart reminders) to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).
    • You agree that you consent to receive such messages regardless of any state or federal time of day restrictions or the presence of your telephone number on any state or federal Do Not Call list/registry.
    • Acknowledge that you do not have to agree to receive messages as a condition of purchase.
    • Confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt in.
    • Consent to the use of an electronic record to document your opt-in. To request a free paper or email copy of the opt-in or to update our records with your contact information, please call (833) 770-2367. To view and retain an electronic copy of these Terms or the rest of your opt-in, you will need (i) a device (such as a computer or mobile phone) with Internet access, and (ii) either a printer or storage space on such device. For an email copy, you'll also need an email account you can access from the device, along with a browser or other software that can display the emails.
  2. Messages You May Receive

    Once you affirm your choice to opt into the SMS Service, your message frequency may vary. You may receive an alert when:

    • you are welcomed into the SMS Service,
    • an order or purchase has been placed,
    • cart reminders,
    • there are general marketing promotions, or
    • we send renewal reminders or other alerts or reminders related to the Services, such as your future re-certification or obligations relating to your certification requirements.
  3. Charges and Carriers

    Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data or other charges incurred (usage, subscription, etc.) as a result of using the SMS Service.

    The SMS Service may not be available on all wireless carriers. We are able to deliver messages to the major U.S. carriers (AT&T, Verizon, T-Mobile, etc.) and many smaller/regional carriers. We may add or remove any wireless carrier from the SMS Service at any time without notice. We, and mobile carriers, are not responsible for any undue delays, failure of delivery, or errors in messages.

  4. Cancellation/To Stop the SMS Service

    To stop receiving text messages from us reply via text any of the keywords STOP, END, CANCEL, UNSUBSCRIBE or QUIT to our shortcode or to any of the text messages you have received from us. For Services operated through a different number, text STOP to that number to opt out. After texting STOP, END, CANCEL, UNSUBSCRIBE or QUIT to our shortcode, your opt-out request may generate either a confirmation text or a texted request to clarify the text message program to which it applies (if you have more than one). To complete your opt-out, please provide the requested clarification. You may receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that UCPRA and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from UCPRA through any other programs you have joined until you separately unsubscribe from those programs. These Terms will still apply if you withdraw the consent mentioned above or opt out of the SMS Service.

  5. Help and Questions

    You can text HELP for help at any time. This will provide you a link to these Terms along with a phone number to call for assistance. If at any time you forget what keywords are supported, just text “HELP” to the text message you received. After you send the SMS message “HELP” to us, we will respond with instructions on how to use our service as well as how to unsubscribe. You can also contact us at (833) 770-2367.

    If you are experiencing any problems, please email support@ucpra.org.

  6. Mobile Phone Number Change

    In the event that you change or deactivate your mobile phone number, you agree to notify us by emailing support@ucpra.org or calling (833) 770-2367.

  7. Data and Message Frequency

    8. Data obtained from you in connection with this text messaging service may include your mobile phone number, your carrier’s name, and the date, time and content of your messages and other information you provide to us as part of this service. We may use this information to contact you and provide services you request from us. We may also use this information as described in the subscription list you’ve enrolled in. We may use an automatic dialing system to deliver text messages to you.

    As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text or data plan, it is best to contact your wireless provider/carrier. We will not be liable for any delays in the receipt of any text messages. Delivery is subject to effective transmission from your network operator.

13. DISCLAIMERS. THE SERVICES (INCLUDING THE INFORMATION, TECHNOLOGY AND ALL CONTENT INCLUDED THEREON) ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. Without limiting the generality of the foregoing:

  1. You acknowledge that all or a portion of the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. We will use commercially reasonable efforts to provide notice of any scheduled service disruption and to reinstate the affected Services. HOWEVER, WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES (IN WHOLE OR IN PART) WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, EXPECTATIONS, NEEDS, ACHIEVE ANY PARTICULAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS OR EMPLOYMENT REQUIREMENTS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
  2. WE DO NOT: (i) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN US. ALL CONTENT, INFORMATION, EDUCATION AND TRAINING AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES IS PROVIDED FOR YOUR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ISNOTINTENDED TO ANDSHOULD NOT BE RELIED UPON OR CONSTRUED AS PROFESSIONAL OR EXPERT ADVICE. THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL WE BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF SUCH INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS.
  3. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALINGS WITH ANY THIRD PARTY, OR YOUR USE OF OUR CONTENT, INFORMATION, OR OTHER CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS THEREOF OR OF ANY DATA THAT MAY RESULT FROM USE OF THE SERVICES OR USE OF ANY OF OUR CONTENT, INFORMATION OR OTHER CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
  4. ALL THIRD-PARTY SERVICES INCLUDED IN THE SERVICES ARE PROVIDED “AS IS” AND ARE SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICE IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.
  5. WE MAKE NO GUARANTEES AS TO HOW LONG THE SERVICES WILL BE AVAILABLE. We make no guarantees as to the features and benefits of the Services and the Services are subject to change at any time without notice. The Services and anything associated with us are subject to change at any time and by any method.

14. LIMITATIONS ON LIABILITY

  1. IN NO EVENT WILL WE, OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT, OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, SUSPENSION, TERMINATION, OR DELAY OF THE SERVICES; (iii) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR ANY UNAUTHORIZED ACCESS TO, OR BREACH OF, DATA OR SYSTEM SECURITY; OR (iv) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, OR SIMILAR DAMAGES OF ANY KIND, IN EACH CASE, WHETHER DIRECT OR INDIRECT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  2. IN NO EVENT WILL WE, OR ANY OF OUR LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, ANY AGREEMENT OR RELATIONSHIP FORMED THROUGH SUCH USE, OR THE CONDUCT OR ACTIONS OF ANY USER OR THIRD PARTY IN CONNECTION WITH THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CLAIMS FOR DAMAGES, INCLUDING CLAIMS FOR FINANCIAL LOSS, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, PROPERTY DAMAGE, OR DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT OBTAINED THROUGH THE SERVICES.
  3. IN NO EVENT WILL OUR, AND OUR LICENSORS’, SERVICE PROVIDERS’, AND SUPPLIERS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) $25.00. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  4. YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES OF ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE SERVICES, INCLUDING DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR EMOTIONAL DISTRESS, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH ACTIONS OR INACTIONS RESTS ENTIRELY WITH YOU.
  5. You acknowledge and agree that the instructors for our AHA and ARC classes, courses, and training are independent contractors and are not our employees, agents, or representatives. You agree to release, indemnify, defend, and hold us harmless from any and all claims, liabilities, damages, losses, or causes of action of any kind arising out of or relating to any act, omission, instruction, opinion, response, advice, suggestion, information, or service provided by any instructor, including any alleged negligence or misconduct. You should report illegal, unethical, or improper activity to support@ucpra.org.
  6. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, Arbitrator (as defined below), arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

15. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless us, our affiliates, licensors, and service providers, and each of their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, actions, losses, damages, judgments, liabilities, costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and pursuing insurance coverage) arising from or relating to: (i) any of Your Content, including any use, disclosure or storage of such content by us or on our behalf in accordance with these Terms; (ii) your breach or violation of theseTermsor any applicable Law; (iii) your use of or access to the Services, in whole or in part, including any use of the Services’content or products other than as expressly authorized in theseTerms; or (iv) your use of any information obtained from the Services, or any act or decision made by you in connection with your use of the Services.

16. OUR REMEDIES. 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 will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 17 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Hillsborough County, Florida, or the United States District Court, Middle District of Florida, Tampa Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court.

17. DISPUTES: ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.

  1. Arbitration Agreement:

    Please read this Section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. All disputes shall be resolved in the English language.

  2. Agreement to Binding Arbitration:

    Before initiating arbitration, you acknowledge and agree that you will first give us a reasonable opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including all relevant information or representations related to the Services and upon which you rely. You may seek to resolve any customer concerns through our support services at support@ucpra.org. You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.

    By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against us in arbitration, as set forth in this Section. You and we agree that any disputes between us (including any disputes between you and any subcontractor or third-party agent of us) will be resolved through binding and final arbitration and not in a court. This requirement to arbitrate disputes between us includes any dispute, claim, or controversy arising out of or relating to: (i) any part of these Terms, including the existence, breach, termination, enforcement, interpretation, or validity of these Terms; (ii) the Services, including your access to or use of the Websites, at any time; or (iii) the design, development, license, sale, or use of artificial intelligence (AI), machine learning, large language model, or generative AI systems, tools, or products. Such dispute or disputes shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration. The place of arbitration shall be Hillsborough County, Florida. The arbitration shall be before one arbitrator. The arbitration shall be administered by the AAA in accordance with its applicable consumer rules and procedures (“AAA Consumer Arbitration Rules”) in existence at the time the dispute is submitted to the AAA, only as modified by this Arbitration Agreement.

    You and we agree that the arbitrator (“Arbitrator”)—and not any federal, state, or local court or agency—shall have exclusive authority to resolve any disputes relating to any issue concerning the extent to which any dispute is subject to arbitration, including disputes concerning the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to the Arbitrator’s own jurisdiction, including objections with respect to the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim or counterclaim, or whether these Terms are unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. For the avoidance of doubt, threshold or gateway issues relating to arbitration or arbitrability of any specific claim(s) shall be delegated to and resolved by the Arbitrator, without any need to refer such matters first to a court or other tribunal.

    By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to resolve any disputes or claims.

  3. No Class Action:

    You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a private attorney general. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

  4. Rules and Governing Law:

    The arbitration will be administered by the AAA in accordance with the AAA Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement.

    Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that, to the extent there is a conflict between the FAA and state law, the FAA shall preempt all state laws to the fullest extent permitted by law.

    The arbitration shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions.

  5. Arbitrator’s Decision:

    6. The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator may take whatever interim measures the Arbitrator deems necessary, including injunctive relief and measures for the protection or conservation of property. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

    Along with the award of the Arbitrator, the Arbitrator shall issue a reasoned written opinion sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award rendered by the Arbitrator may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties.

    Judgment on any award rendered by the Arbitrator is final, binding, and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors, and assigns.

    Unless consented to in writing by both parties, all negotiations and the existence, content, and results of arbitration proceedings related to a dispute (including, but not limited to, a settlement, award, and the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law. Notwithstanding the foregoing, each party may share information related to negotiations and arbitration proceedings with its accounting professionals and legal counsel.

  6. Venue for Claims Not Subject to Arbitration:

    In the event that the Arbitrator or a court determines that any particular claim or dispute that has arisen must be resolved by a court instead of through arbitration, such claim or dispute shall be resolved exclusively by a state or federal court located in Hillsborough County, Florida. Under such circumstances, you and we will submit to the personal jurisdiction of the state or federal courts located within Hillsborough County, Florida, for the purpose of litigating all such particular claims or disputes.

  7. Fees:

    Payment of all filing, administration and Arbitrator fees will be governed by the AAA and, to the extent applicable, the AAA Consumer Arbitration Rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the Arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the Arbitrator. The parties agree that the term “costs” within Federal Rule of Civil Procedure 68 shall include reasonable attorneys’ fees.

18. SEVERABILITY.

If any portion of these Terms is found to be unenforceable or unlawful for any reason: (i) the unenforceable or unlawful provision shall be severed; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

19. MISCELLANEOUS.

You may not assign these Terms or your rights to use all or any portion of the Services without our prior written consent. No delay or omission by us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. A waiver by us in any one instance of any of the covenants, conditions, or agreements to be performed by you will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend, or change these Terms at any time. In all cases, your continued use of the Services after we make changes is deemed to be acceptance of all changes. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way its meaning or interpretation. These Terms are for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, expressed or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms. If any provision of these Terms is found by any court, Arbitrator, or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect. These Terms represent the entire understanding and agreement between us and you with respect to the subject matter hereof, and supersede all other negotiations, understandings, and representations (if any) made by and between us and you, whether orally or in writing. For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”, and the word “or” is not exclusive.

20. ENTIRE AGREEMENT.

Our failure to exercise or enforce any right or provision of these Terms at any time will not be deemed a waiver of such right or provision, nor shall it limit our ability to enforce such right or provision at a later time. These Terms, together with any policies or operating rules we post on the Websites or in connection with the Services, constitute the entire agreement and understanding between you and us regarding your use of the Services, and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including any prior versions of these Terms). Any ambiguities in the interpretation of these Terms will not be construed against the drafting party.

21. CONTACT US.

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us via email at: support@ucpra.org.