Terms and Conditions

Effective Date: May 1, 2019

The following “Products And Services Agreement” governs your purchase of products or use of the software and services provided by National Health & Safety Association (and its subsidiaries) (“NHSA”) also known as CPR.io. This is a legal agreement between you and NHSA. By purchasing Products (as defined below) or registering your use of the Service (as defined below), you are accepting to be bound to the terms of this Products And Services Agreement.

Definitions
1. “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.
2. “Agreement” shall mean this entire Products And Services Agreement and the attached Exhibits.
3. “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
4. “Confidential Information” shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, concepts, business and marketing plans or strategies, financial information, business models, pricing and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
5. “Content” shall mean any materials, including, but not limited to, articles, images, illustrations, designs, icons, photographs, videos and audio files that are part of the Website or any information provided by you to NHSA in connection with the Service, including, without limitation, information about your Authorized Users.
6. “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by NHSA and is assumed by NHSA to have the sole authority to administer the subscription.
7. “Products” means all fungible goods as defined in the Uniform Commercial Code of the State of Michigan, Act No. 174 of Michigan Public Acts of 1962, MCL 440.1101 et seq., as amended, that are made available through the Website.
8. “Service” shall mean any software or services provided by NHSA.
9. “Subscriber” shall refer to the purchaser of the Products or Services provided by NHSA and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
10. “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) NHSA’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service.
11. “Website” shall refer to www.cpr.io, all of the subdomains of www.cpr.io and any other website affiliated with www.cpr.io or NHSA.
Limited License & Use of the Service
1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Content, Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from NHSA.
3. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, NHSA, or any other software or service provided by NHSA.
4. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
5. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
6. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with NHSA.
7. NHSA reserves the right at any time, and from time-to-time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that NHSA shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
8. NHSA reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by NHSA. Further, NHSA shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, NHSA will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
9. Subscriber grants to NHSA a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing NHSA’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for NHSA to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with the Privacy Policy.
Access to the Service
1. The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
2. Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
3. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
Purchase of Products
1. The information on the Website does not constitute a binding offer to sell Products described on the Website or to make such Products available in all areas. NHSA reserves the right at any time after receipt of any order to accept or decline the order, or any portion thereof, in NHSA’s sole discretion, even if a Subscriber has received an order confirmation or a Subscriber’s credit card has been charged. Subscriber may not purchase any item from this site for resale by Subscriber or any other person, and Subscriber may not resell any item purchased from this site.
2. The prices displayed on the Website are quoted in U.S. dollars and are intended to be valid and effective only in the United States. In the event a Product is listed at an incorrect price, NHSA has the right to refuse or cancel orders placed for the Product listed at the incorrect price, regardless of whether the order has been confirmed or Subscriber’s credit card has been charged. If Subscriber’s credit card has already been charged for the purchase and the order is canceled, NHSA will issue a credit to Subscriber’s credit card account.
3. NHSA publishes information on the Website as a convenience to its visitors. While NHSA attempts to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. NHSA reserves the right to make corrections and changes to the Website at any time without notice. The Products described in the Website may not be available in all areas.
4. If a Product that is purchased is defective or did not arrive as expected for any reason, Subscribers can return the Product to NHSA within 30 days of the date the Product was purchased. Upon receipt of the returned Product(s), NHSA will issue a refund in an amount equal to the purchase price with product. Subscriber will be responsible for the payment of any shipping and handling related to the return of any Products unless NHSA agrees otherwise in writing.
Confidentiality. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement, however, that (i) any of such Confidential Information may be disclosed to the NHSA’s representatives, agents and advisors who need to know such information for the purpose of providing the Products and Services, (ii) any disclosure of such information may be made to any person or entity following receipt of consent of such disclosure in writing, and (iii) such information may be disclosed if so required by law.
Security and Access.
1. NHSA is responsible for providing a secure method of authentication and accessing its Service. NHSA will provide mechanisms that:
  1. allow for user password management;
  2. transmit passwords in a secure format; and
  3. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.
2. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
3. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords and will promptly notify NHSA upon suspicion that a username and password has been lost, stolen, compromised, or misused.
Payment, Refunds and Changes
1. Subscribers that have purchased one-time Services from NHSA agree as follows:
  1. Subscribers will pay for the Services, in full, prior to NHSA granting access to any of the Services. Failure to pay for the Services will result in an immediate termination of this Agreement and any certifications issued through the Services will be invalid.
  2. Subscribers may, within 60 days of purchase, request a refund unless Subscriber has completed a training course. Once a Subscriber has completed the course, no refunds will be issued. Refunds will only be issued if requested within 60 days of purchase. No refunds will be given after 60 days. Refunds will be issued back to Subscriber’s credit card or payment method used to purchase the Services.
2. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
3. Subscriber is responsible for paying all taxes associated with the subscription to the Products or Services. If NHSA has the legal obligation to pay or collect taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides NHSA with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, NHSA receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Limitation of Liability
1. SUBSCRIBER AGREES THAT THE LIABILITY OF NHSA ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE THREE-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT NHSA IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER NHSA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY NHSA TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Disclaimer of Warranties
1. NHSA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY NHSA.
2. NHSA makes no warranty that its Services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does NHSA make any warranty as to any results that may be obtained from the use of the Products or the Service.
3. Subscriber shall ensure that the Products or Services purchased are suitable for any of Subscriber’s occupational requirements and fulfills any of Subscriber’s training obligations. NHSA requires Subscribers to confirm with the body that governs Subscribers’ particular industry prior to purchasing any Products or Services. NHSA will not provide refunds if Subscriber requires additional training or purchases Products or Services that do not meet Subscriber’s occupational requirements or training obligations. Subscriber agrees to first secure instruction with a qualified instructor if practical or in-person training(s) are required prior to purchasing any Services.
Indemnification
1. Subscriber hereby agrees to indemnify and hold harmless NHSA from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
  1. any inaccuracy in any representation or breach of any warranty of Subscriber in this Agreement; and
  2. any failure by Subscriber to perform or observe in full, or to have performed or observed in full, any covenant, agreement, or condition to be completed or followed by the Subscriber under this Agreement.
2. NHSA will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to NHSA. NHSA reserves the right to participate in the defense of the claim, suit, or proceeding, at NHSA’s expense, with counsel of NHSA’s choosing.
Miscellaneous
1. Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone, email or electronic support ticket.
2. Subscriber acknowledges and agrees that NHSA may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
3. NHSA may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. Subscriber agrees that NHSA has no liability arising from Subscriber’s use of any integrations or arising from the third-party products and services. NHSA can modify or cancel the integrations at any time without notice.
4. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5. This Agreement constitutes the entire agreement between Authorized Users and NHSA and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and NHSA (including, but not limited to, any prior versions of this agreement).
6. NHSA reserves the right to amend this Agreement. In the event of material changes to the Agreement, NHSA will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
7. Subscriber may not assign any rights or delegate any duties under the Agreement without the prior written consent of NHSA.
8. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.
9. This Agreement shall be governed by the laws of the state of Michigan, and all claims, disputes, and other matters between the parties of this agreement shall be brought in Kent County Court, in Grand Rapids, Michigan, or in the U.S. District Court, in Grand Rapids, Michigan. Parties waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. In the case that NHSA is forced to take steps to enforce this agreement, Subscriber agree to pay all costs and fees incurred by NHSA in the process of enforcing this agreement, including attorneys’ fees and costs. EACH PARTY WAIVES THEIR RESPECTIVE RIGHTS TO DEMAND A TRIAL BY JURY IN ANY LITIGATION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.
10. Subscriber acknowledges that Subscriber has read and understands and agrees to the terms set forth in this Agreement. Subscriber also acknowledges that the terms of this Agreement are reasonable in nature.

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