Terms and Conditions

Use of the CEimpact website, www.ceimpact.com (the “Website”), the CEimpact learning management system (the “LMS”), and CEimpact Services are subject to compliance with CEimpact’s terms and conditions (the “Terms of Service”). These Terms of Service are a legally binding agreement between CEimpact, Inc. (“NF,” “we,” “our,” or “us”) and you, and describe the terms under which you agree to use the services, products, features, functions, technologies, or content offered on the Website, the LMS, and all related sites, regardless of how accessed, including by computer, mobile phone, or any other device (collectively, the “CEimpact Services”). “CEimpact Account” means the service account at CEimpact, established by the user, through which the CEimpact Services are provided. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

Unless specified otherwise in these Terms of Service, the terms “you,” “your” and “yours” refer to the member/user.

CEimpact Service Overview

CEimpact Services include websites, membership sites, resources, and LMSs that provides education and tools related to pharmacy education.

The CEimpact Privacy Policy (“Privacy Policy”) is incorporated by reference into these Terms of Service. If you do not agree to these Terms of Service, do not register for or otherwise use any of the CEimpact Services. Your use of the CEimpact Services constitutes your acceptance of these Terms of Service. We may change or update these Terms of Service at any time by posting such changes on the Website and the LMS. It is your responsibility to periodically review these Terms of Service for changes. Your continued use of the CEimpact Services after any such posting shall constitute your acceptance of such changes. If you do not agree with any such changes, please stop using the CEimpact Services.

We reserve the right to change, modify, add to, discontinue, or retire the CEimpact Services and/or any aspect or feature of the CEimpact Services at any time. We shall provide notice of changes to CEimpact Services by posting them on the Website and the LMS. By using the CEimpact Services, the you represents that (i) you are a natural person; (ii) you are at least 18 years of age (or older if you reside in a state or jurisdiction where the majority age is older); and (you’re your access to or use of the CEimpact Services does not violate any applicable laws.

Further, by signing up for CEimpact Services, you represent and warrant that you have provided us with your valid personal information and that any other identifying information that may be submitted by you in order to verify your identity is also true, correct, and complete. We may restrict, suspend, or terminate your access at any time to CEimpact Services, the Website, and/or the LMS if we believe you have breached these Terms of Service.

Conduct
As a condition of your use of CEimpact Services, the Website, and/or the LMS, you warrant that you will not use the CEimpact Services, the Website, and/or the LMS for any purpose that is unlawful or prohibited by these Terms of Service. You understand, agree, and acknowledge that you may not and warrant that you will not (i) intentionally interfere with, alter, or damage operation of the CEimpact Services, the Website, the LMS, or any user’s enjoyment of either the CEimpact Services, the Website, or the LMS by any means; (ii) attempt to gain unauthorized access to the CEimpact Services, the Website, the LMS, or any part of either the CEimpact Services, the Website, or the LMS, or other accounts, computer systems, or networks connected to the CEimpact Services, the Website, or the LMS; or (iii) disable, circumvent, or otherwise interfere in any way with CEimpact security-related features.

Promotional Programs
CEimpact may from time to time offer Promotional Programs to CEimpact customers. If you participate in any of the Promotional Programs, the following additional terms apply.

Referral Programs
CEimpact may offer a Referral Program to members. The terms and conditions of any specific Referral Program will be made available on the Website and are in addition to the terms and conditions of these Terms of Service. A “Referral Program” is an opportunity for you, the member, to promote and refer the CEimpact Services to potential customers (“Referred Customers”) with the intent that the Referred Customers will themselves become members receiving CEimpact Services. Any individual referred by you shall become a Referred Customer only if such individual (i) has not previously entered into an agreement with CEimpact to receive CEimpact Services; or (ii) has not been previously referred or introduced to CEimpact by another CEimpact customer. Once CEimpact accepts the Referred Customer, you and/or the Referred Customer may receive an award or benefit from CEimpact (a “Referral Reward”). As a general matter, a Referred Customer shall only be considered accepted once the Referred Customer (i) receives CEimpact Services through a CEimpact Account, as a member, for a period of not less than thirty (30) calendar days; and (ii) the member has paid their account service fees.

Notwithstanding the above, CEimpact may refuse to accept any Referred Customer, and such decision shall be at the sole discretion of CEimpact. Furthermore, your participation in the Referral Program does not guarantee the receipt of any Referral Reward by you or the Referred Customer. Referral Rewards associated with the Referral Program are subject to change at any time. The type, amount, value, or duration of Referral Rewards, if any, are determined at the sole discretion of CEimpact. The specific Referral Rewards in effect at any time will be those posted and described within the Website or LMS at the time the potential customer becomes a Referred Customer. CEimpact reserves the right to terminate the Referral Program, or terminate or modify any aspect thereof, at any time and without notice. Referral Rewards earned prior to any modification or termination of the Referral Program will be honored by CEimpact. You shall use the Referral Program strictly in accordance with these Terms of Service and in a manner consistent with all applicable local, state, national, and international laws. You will not use the Referral Program for any use other than the promotional purpose for which it was intended.
You agree that that you will properly disclose your relationship with CEimpact in all communications with Referred Customers regarding the CEimpact Services and the Referral Program. Specifically, you must disclose the potential Referral Reward in your communication with Referred Customers. Your communication(s) with Referred Customers regarding the CEimpact Services, may not directly or indirectly state or imply that you are a CEimpact employee, intermediary, or agent, or that you are otherwise a legal representative of CEimpact.

Promotional Programs – General
At its discretion, CEimpact may permit, limit, suspend, or terminate your participation in any Promotional Program. If you participate in a Promotional Program, you agree to do so in accordance with these Terms of Service, any additional terms and in a manner consistent with all applicable local, state, national, and international laws and regulations. In your communications with anyone regarding the CEimpact Services, including Referred Customers, you may not directly or indirectly state or imply that you are an employee, intermediary, or agent, or are in any way authorized to legally bind CEimpact. You understand and agree that you will only contact individuals who have given you their consent to be contacted. You agree that you will participate in the Promotional Programs in ways that are respectful of the privacy of others, including refraining from spamming or engaging in otherwise unsolicited advertising or promotion of the CEimpact Services. You may not post referral information, including any referral code or link provided to you by CEimpact, on any event, coupon, discount, or related page or site. You also agree to participate in the Promotional Programs, and communicate with others about the CEimpact Services, in a truthful manner.

Rights
By submitting any information to CEimpact through your access to and use of the CEimpact Services, you are licensing that content to CEimpact solely for the purpose of providing the CEimpact Services, and you represent that you are entitled to do so for this purpose. CEimpact may use and store the content, but only to provide the CEimpact Services to you. We retain all right, title, and interest (including all copyright, trademark, patent, trade secrets and all other intellectual property rights) in our CEimpact Services, the Website, and the LMS, as well as our trademarks, service marks, designs, logos, URLs, and trade names that are displayed in connection with our CEimpact Services, the Website, and the LMS.

Privacy
PLEASE REVIEW THE PRIVACY POLICY CAREFULLY. You agree that we may use your Personal Information in accordance with our Privacy Policy, which is incorporated by reference into these Terms of Service. You expressly authorize CEimpact, its agents, and its employees to obtain various information about you (or about any minor child that you have enrolled) as we deem reasonably necessary or desirable in the course of delivering the CEimpact Services. A Sub- Account Cardholder’s personal information, including but not limited to established spending parameters, pending transactions, approved purchases, and transaction history will be shared with the Primary Accountholder. A Sub-Account Cardholder may only prevent this sharing by closing his/her Sub-Account.

Moreover, by using the CEimpact Services, the Website, and/or the LMS, you acknowledge and agree that perfect security does not exist, internet transmissions may not be secure, and that a third party may intercept information that you provide to or receive from the Website and/or the LMS, despite our efforts to protect any such transmissions. You further agree you will protect your Personal Information, as that term is used in the CEimpact Privacy Policy, in a reasonable way at all times. Accordingly, you will not recklessly disclose or publish your Personal Information. You also agree that you will, upon request from us, immediately remove from your computer or mobile device any software that we notify you poses a security risk. You are responsible for maintaining the confidentiality of any password associated with your use of the CEimpact Services, as well as any activity within the CEimpact Services using your password(s).

Electronic Communication
Your Consent to Receive E-Communications
By opening your CEimpact Account and accepting these Terms of Service, you consent to receiving electronic communications, which include any disclosure, notice, agreement, statement, schedule of fees, explanation of services, inquiry responses, or any other communication regarding any account, product or service provided to you, including Promotional Programs, directly or indirectly, by CEimpact (collectively, “E-Communications”).

Email Addresses/Mobile Devices
You agree that we may provide E-Communications to you via email, via text message to a designated mobile device, or by posting them to the Website or delivering them you via the LMS. E-Communications sent via email will be delivered to the email address registered to your CEimpact Account. If an E-Communication is sent via email and is returned as undelivered, we may use any other email address that we have for you or deliver the E-Communication to you via the LMS. You must notify us of any change in your email address or mobile device number by emailing team@ceimpact.com. Unless otherwise required by law, you agree that any E- Communication will be deemed received by you when sent by any means set forth above.

Withdrawal of Consent
You may withdraw your consent to receive E-Communications by contacting CEimpact at team@ceimpact.com. The withdrawal of your consent to E-Communications will result in the immediate closing of your CEimpact Account and cessation of all related CEimpact Services.

System Requirements
In order to properly access and retain your E-Communications you must have (i) a personal computer (with monitor) or mobile device capable of accessing the Internet, displaying visual content, and sending and receiving emails; (ii) access to a printer capable of printing copies of emails, Website or LMS content for your records (if you desire paper records); (iii) sufficient computer or mobile device hard drive, or cloud-based storage capability, capable of storing data, if you wish to store E-Communications; (iv) an Internet browser that supports 128-bit encryption; and (vi) a software program that accurately displays PDF files. For E-Communications provided in PDF format, Adobe Acrobat Reader 6.0 or later versions is required, a free copy of which may be obtained from the Adobe website at www.adobe.com. If any of the above system requirements change, and we believe that such change may create a material risk that you will be unable to access E-Communications, CEimpact will notify you of the new hardware/software requirements.

Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CEIMPACT (INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), OUR AFFILIATES, SUBSIDIARIES, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU FOR: DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS; LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES; COMMUNICATION SYSTEM FAILURES OR ANY FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, INCLUDING YOUR MOBILE PHONE OR OTHER DEVICE, ANY INTERNET SERVICE, ANY MOBILE PHONE NETWORK OR ANY OTHER COMMUNICATION NETWORK, OR ANY PAYMENT SYSTEM. WITHOUT LIMITING THE FOREGOING LIMITATION OF LIABILITY, IN THE EVENT THAT WE ARE HELD LIABLE FOR DAMAGES TO YOU IN A COMPETENT LEGAL PROCEEDING, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL DAMAGES. IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXTRAORDINARY, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL NOT BE EFFECTIVE TO THE EXTENT OTHERWISE REQUIRED BY LAW. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOUR RECOVERY FOR ANY ALLEGED NEGLIGENCE OR MISCONDUCT BY CEIMPACT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID FOR CEIMPACT SERVICES.

Choice of Law
These Terms of Service and any CEimpact Services provided hereunder will be governed by and construed in accordance with the laws of the State of Iowa, without regard to any laws that would direct the choice of another state’s laws and, where applicable, will be governed by and construed in accordance with the federal laws of the United States.

Disclaimer of Warranties
EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING THE CEIMPACT SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE AVAILABILITY OR OPERATION OF THE CEIMPACT SERVICES OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE CEIMPACT SERVICES IS AT YOUR OWN RISK.

Fees
We may charge a service fee for CEimpact Services. Your wireless carrier may charge fees for your data usage in connection with your use of CEimpact Services. The CEimpact Services’ fees are unrelated to any such fees that may be charged to you by a third party arising from your use of CEimpact Services.

Indemnification
You agree to defend, indemnify, and hold harmless CEimpact, its officers, directors, agents, affiliates, subsidiaries, joint ventures, licensees, employees, shareholders, and any third-party partners, from and against all damages, expenses, losses, costs, or any other claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or regulation, or the rights of any third party.

Term and Termination
You understand and agree that CEimpact has the absolute right to terminate these Terms of Service, in CEimpact’ sole discretion, for any reason, at any time. You will be notified in the event that CEimpact exercises this termination right within five (5) business days of such decision, but the termination will be effective immediately, regardless of whether you have read or received such notification. Unless terminated by you, your enrollment in the CEimpact Services shall automatically continue indefinitely.

You may terminate these Terms of Service at any time by calling CEimpact Customer Service at 515.657.7296 and closing your CEimpact Account.

Your right to use and access the CEimpact Services is personal to you and is not transferrable by you to any other person or entity. Neither these Terms of Service, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without our prior written permission. Any purported assignment without such permission shall be void.

These Terms of Service are solely and exclusively between you and CEimpact and you acknowledge and agree that (i) no third party, including any third-party partner or service provider of CEimpact is a party to these Terms of Service, and (ii) no third party, including any third-party partner or service provider of CEimpact, has any obligations or duties to you under these Terms of Service.

Any waiver of our rights under these Terms of Service must be in writing, signed by CEimpact, and any such waiver shall not operate as a waiver of any future breach of these Terms of Service. Our failure to exercise any rights or enforce any of these Terms of Service is not a waiver of such right or term.

In the event any portion of these Terms of Service is found to be illegal or unenforceable, such portion shall be severed from these Terms of Service to the minimum extent necessary, and the remaining terms shall be separately enforced so that these Terms of Service shall otherwise remain in full force and effect to the fullest extent permitted by law.

You warrant to CEimpact, as a condition to your use of CEimpact Services, the Website, and/or the LMS, that your use of the CEimpact Services, the Website, and/or the LMS shall at all times comply with all applicable laws, rules, and regulations. You are only entitled to use and access the CEimpact Services, the Website, and the LMS for lawful purposes.

These Terms of Service, and all documents incorporated into these Terms of Service by reference, constitute the entire agreement between you and CEimpact with respect to this subject matter and supersede any and all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms of Service.