Terms and Conditions
(For Online Sales and Licensing of Products)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY REGISTERING FOR OR PURCHASING ANY PRODUCT OR SERVICE ON THIS WEBSITE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, WITHOUT LIMITATION OR QUALIFICATION.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH THE AMERICAN HEART ASSOCIATION (“AHA”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR GOODS BY APPLICABLE LAW.
We may change these Terms and Conditions (“Terms”) from time to time. When we do, we will let you know by appropriate means such as by posting the revised policy on this page with a new “Last Updated” date. In some cases, you may be asked to agree again to our Terms, even if you have already agreed to accept them, because there were changes. Any changes to these Terms will become effective when posted unless indicated otherwise and your continued use of this site after a posted change in these Terms will constitute your acceptance of, and agreement to, such changes.
If you do not agree to any modification of the Terms, you may terminate your use of the Products by discontinuing use of the Products and returning your unused License to us via email. You will not be entitled to any refund upon such termination unless provided through your Training Center or instructor.
AHA: the words “AHA,” "us," "we," "our," “Seller,” and “licensor” refer to the American Heart Association, Inc.
Buyer:includes customers, licensees, and purchasers.
License: refers to the right granted to you to access course content and Subscriptions.
Products(s): refers to any courses, videos, eBooks, books, or USBs offered through the website. References to the Products also include any and all mirror, equivalent, comparable, replacement, substitute, or backup Products we make available to you in digital or electronic form.
(a) Physical Products include items such as, but not limited to, books, DVDs, and portable drives such as USB thumb drives.
(b) Digital Products include eLearning courses, videos, and eBooks
(i) Premium Digital Products, including premium eLearning courses, eBooks, and videos, are defined as those Products requiring one-time charges that are not included in either free or paid Subscriptions. Access to Premium Products remains for up to 2 years following activation of course license.
(c) Subscriptions are those Products requiring recurring charges to maintain access for a defined duration as specified in the Product description.
Use: refers to direct or indirect access, use, display, viewing, exchange, communication, reproduction, transmission, or receipt of information, either with or without the aid of a machine or device, to, from, or through the website.
User: encompasses customers, Buyers, and end-users of this site or content. The words "you" and "your" refer to you, the User of the Products.
2. Order Acceptance and Renewal
(a) Product Ordering:By placing an order for Products on this website, including the use of an order form for Subscriptions, you are creating an offer to buy all Products listed in your order. We may choose not to accept any order in our sole discretion. Once the AHA accepts your order, we will send you a confirmation email with your order number and item details.
(b) Automatic Renewal: If your order is subject to automatic renewal, you will be notified during the ordering process. The automatic renewal and cancellation terms, as defined in the Product description or provided during the ordering process, are hereby incorporated into this Agreement. With the exception of monthly billed Subscriptions, prior to each subsequent renewal, you will be notified of the rate and Terms then in effect. This notice will be delivered to you at the email address you provided during the checkout process. You are responsible for the accuracy of all contact information that you provide to us and for keeping us informed of any pertinent changes to your contact information. Absent written notice from you, we will continue to communicate with you through the email address you have provided to us. Monthly billed digital Subscriptions will not have notices prior to renewal, but future charges can be cancelled at any time.
(c) Subscriptions: Notwithstanding anything elsewhere contained herein, the following terms are specific to Subscriptions:
(i) Subscription Term: The term of each Subscription is defined at the time of purchase and in the renewal notice that will be sent prior to the renewal date.
(ii) Subscription Units Added Mid-Subscription Term: A new order form may be used to add more Subscription units (e.g., seats or collections) to a Subscription during a Subscription term. The per-unit pricing for those additional Subscription units will be as specified on the order form of the underlying Subscription (or, absent such specification, at the same per-unit pricing as the underlying Subscription pricing), prorated for the portion of that Subscription term remaining at the time the Subscription units are added. Any such additional Subscription units will renew or terminate on the same date as the underlying Subscription. Subscription units relating to a service cannot be decreased during a Subscription term for that service.
(iii) Default Type: Each Product is purchased as a Subscription unless otherwise specified in an order form.
3. Prices and Payments
(a) Prices: All prices posted on this site are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such price changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes (unless tax exempt documentation is on file with the AHA) and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors. Notwithstanding the foregoing, Subscriptions are subject to price changes and will be reflected in their renewal notices.
(i) Credit Cards:Unless otherwise agreed to by us in an agreement signed by both parties, payment must be received by us before our acceptance of an order. We accept American Express, Discover, Mastercard, and Visa for non-invoice purchases under $10,000 US dollars unless otherwise agreed to in writing by the AHA. You represent and warrant that (a) the credit card information you supply to us is true, correct, and complete; (b) you are duly authorized to use such credit card for the purchase; (c) charges incurred by you will be honored by your credit card company; and (d) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
(ii) Invoices: When approved for invoice purchasing, Buyer shall pay all invoiced amounts due to Seller within 30 days from the date of such invoice, except for any amounts disputed by Buyer in good faith. Buyer shall make all payments in US dollars in accordance with the payment methods outlined within the invoice.
(iii) Unsatisfactory Credit Status: When Buyer is an invoice customer, Buyer shall furnish Seller with statements evidencing Buyer’s financial condition as Seller may, from time to time, reasonably request, and shall notify Seller immediately of any and all events that may have a material adverse effect on Buyer’s business or financial condition. If Seller determines that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Seller’s other rights, Seller may without liability or penalty take any of the following actions:
1. Accelerate all amounts owed by Buyer to Seller under these terms
2. On written notice, modify the payment terms specified in these terms for outstanding and future individual transactions, including requiring Buyer to pay cash in advance
3. Cancel any previously accepted, open purchase orders
4. Delay any further shipment of Products to Buyer; or
5. Any combination of the above
(c) Late Payments: Except for invoiced payments that Buyer has successfully disputed, Buyer shall pay interest on all late payments, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable Law, calculated daily and compounded monthly. Buyer shall also reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these terms or at law (which Seller does not waive by the exercise of any rights under these terms), if Buyer fails to pay any amounts when due under these Terms, Seller may (a) suspend the delivery of any Products, (b) reject Buyer’s purchase orders pursuant to these Terms, (c) cancel accepted purchase orders pursuant to these Terms, or (d) reject any future purchase orders.
(d) No Setoff Right: Buyer shall not, and acknowledges that it will have no right, under these Terms, any purchase order, any other terms, agreements, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to Seller, whether under these Terms or otherwise, against any other amount owed (or to become due and owing) to it by Seller, whether relating to Seller’s breach or nonperformance of these Terms, any purchase order, any other agreement between (a) Buyer and (b) Seller, or otherwise.
4. Shipments and Delivery
(a) Physical Products: we will arrange for the shipment of the Physical Products to you. Please check the individual Product page for specific delivery options. Title and risk of loss pass to you upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
(b) Digital Products: Digital Products are delivered upon completion of the successful order.
5. Inspection Period, Returns, and Refunds
(a) Return of Products: Returns are processed according to the return policy found on the site from which the Product was purchased
(b) Refund Policies
(i) Nonrefundable 1. Subscriptions are nonrefundable and nonreturnable but may be cancelled prior to the renewal date as specified in the renewal notification email.
(ii) Refundable 1. Limited Right of Refund for Non-Subscription Products: If authorized to return Products under these terms, an associated refund will be processed.
Refunds are processed within approximately five (5) business days of receipt of the merchandise. Refunds will be credited back to the same payment method used to make the original purchase on the site.
6. AHA Digital Products, Courses, and Subscriptions
(a) Digital Products, courses, and Subscriptions may be accessed only through a License purchased from the AHA or a company authorized by the AHA to distribute Licenses, or through a learning management system ("LMS Provider”). You are solely responsible for maintaining the confidentiality of your License, and for all activities, charges, or liabilities incurred through Use of the Products. Once you have redeemed a License or received access to a course, Digital Product, or Subscription, you may not transfer your License or access to a course or Subscription to another User.
(b) A License entitles you to register in only one (1) course or for one Subscription. In order to take a different course or modify your Subscription, or to repeat a course, you will need to obtain a new License. A Subscription entitles you to access course content for a specified time period as defined at the time of purchase.
(c) You agree to comply with all local, state, and federal laws, statutes, rules, and regulations, as well as any foreign laws or international treaties, that are applicable to this Agreement, the performance of your obligations, and your Use of the Products.
(d) You warrant and represent that you have accurately identified yourself and that you are the individual who answers questions and takes any course for which you have registered, and that you will not answer questions or take a course on behalf of any other individual. We reserve the right to approve or reject any User or revoke and restrict your right to Use the Products, at any time and for any reason in our sole and absolute discretion.
(e) Some courses may entitle you to receive credits or course completion documentation; some courses will require a skills assessment or additional instruction from a Training Entity; and some courses will not entitle you to any credits or course completion documentation. It is your responsibility to consult the course description and determine whether credits or course completion documentation are offered and whether you qualify for them, or whether additional assessment or instruction is required. The fee for a License does not include any fees that may be charged by Training Entities for additional training or skills assessments. It is your responsibility to locate a Training Entity that can provide you with the necessary additional assessment or instruction and to obtain any available course credit or documentation.
7. Third Parties and Third-Party Sites
(a) The website may contain references or links to other websites, web pages, materials, information, and resources ("Third-Party Sites"). We are not responsible for and have no control over the accessibility via the Internet of any Third-Party Sites. Furthermore, you understand, acknowledge, and agree that we neither endorse nor are we otherwise responsible for or associated with any Third-Party Sites, and you should not assume or rely upon any information or content as having originated with or been approved by us or even that we are aware of the specific content, information, features, or capabilities available in connection with such Third-Party Sites. We are not responsible or liable, in any manner whatsoever, for, in connection with, or as a consequence of your use of any Third-Party Site, even if we are advised of the possibility that damages may result.
(b) You may have reached this website through an LMS Provider. An LMS Provider is also a Third-Party Site, and we are not responsible for and have no control over any services or products offered by the LMS Provider. We are not responsible or liable in any manner whatsoever, for, in connection with, or as a consequence of your use of any LMS Provider, even if we are advised of the possibility that damages may result
(c) The AHA is not responsible or liable in any manner whatsoever, for, in connection with, or as a consequence of any representations, actions, or omissions of any Third Party, even if we are advised of the possibility that damages may result.
(a) DIGITAL PRODUCTS
NO WARRANTIES FOR DIGITAL PRODUCTS; DISCLAIMER: THE COURSES AND THE PRODUCTS ARE MADE AVAILABLE FOR YOUR USE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE OR NON-INFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE COURSES OR PRODUCTS, ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR TIMELY FOR USE OR RELIANCE BY YOU OR ANY OTHER PARTY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
(b) LIMITED WARRANTY FOR PHYSICAL PRODUCT
NTHIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP.
WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NO ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
(i) Who May Use This Warranty?
This limited warranty extends only to the original purchaser of Products from the site. It does not extend to any subsequent or other owner or transferee of the Product.
(ii) What Does This Warranty Cover?
This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in Products purchased from the site.
(iii) What Does This Warranty Not Cover?
This limited warranty does not cover any damages due to 1. Transportation 2. Storage 3. Improper Use 4. Failure to follow the Product instructions 5. Modifications 6. Combination or use with any Products, materials, processes, systems, or other matter not provided or authorized in writing by the AHA 7. Normal wear and tear 8. External causes such as accidents, abuse, or other actions or events beyond our reasonable control
(iv) What Is the Period of Coverage?
This limited warranty starts on the shipment received date and lasts for thirty (30) days, or the “Warranty Period.” The Warranty Period is not extended for replaced warranted Product. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.
(v) What Are Your Remedies Under This Warranty?
This limited warranty starts on the shipment received date and lasts for thirty (30) days, or the “Warranty Period.” The Warranty Period is not extended for replaced warranted Product. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.
(vi) How Do You Obtain Warranty Service For Physical Products?
To obtain warranty service, contact the Customer Service Department, as listed on the Contact section of the website, during the Warranty Period to obtain an RMA number. No warranty service will be provided without an RMA number.
9. Compliance With Laws: You agree to comply with all applicable laws and regulations of the various states and the United States and agree not to export Product.
10. Privacy:: The AHA’s Privacy Statement discloses the information we collect about you in connection with your Use of this site and the purchase of Products, courses, or services through this site; how we use such information; the steps we take to secure such information; how you can view and correct such information; and how you can decline to have information about you collected or used. Click here to view the Privacy Statement, which is incorporated herein by reference.
(a) Course Information: In addition to our use of your information as described in the Privacy Statement, we may collect your responses to course questions and other information you transmit in taking courses or using the Products for managing our training courses and to provide you with the appropriate training material and course completion certificate(s). We may also share your information with Third Parties, who are organizations, individuals, instructors, Training Centers, and/or Training Sites that utilize your course(s) as part of their training activities or resellers or distributors of Licenses ("Training Entities"). In such cases, once you accept these terms, you will not be able to withdraw consent of our disclosure of this information to Training Entities that you have designated. You acknowledge and agree that if you have formally notified the AHA not to share your information with Training Entities, you may not be able to receive a course card or documentation showing your completion of a course.
(b)Disclosure to Accrediting Organizations: In addition to our use of your information as described above and in the Privacy Statement, you agree that we may share your information with accrediting organizations for the purpose of issuing continuing education credits if the course and your participation is eligible for such credits ("Accrediting Organizations"). In such a case, once you agree to this User Agreement, you will not be able to withdraw consent to our disclosure of this information to Accrediting Organizations that you have designated. You acknowledge and agree that if you have formally notified the AHA not to share your information with other entities, the AHA may still share the information with Accrediting Organizations, and you may not be able to receive continuing education credits.
(c)Disclosure to LMS Providers: In addition to our use of your information as described above and in the Privacy Statement, if you received your License from a Third Party that operates a LMS Provider and you reached this website through the LMS Provider's system, you agree that we may share your information with the LMS Provider. In such a case, once you accept this User Agreement, you will not be able to withdraw consent to our disclosure of this information to Training Entities that you have designated. If you have instructed the AHA not to share your information with an LMS Provider, you acknowledge and agree that you may not be permitted to take a course or receive a course card or documentation showing your completion of a course.
(d) You acknowledge and agree that we may use your email address and other contact information to send you administrative messages and status reports.
11. Force Majeure: We will not be liable or responsible to you, or be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
12. Governing Law and Jurisdiction: All matters arising out of or relating to these Terms are governed by and construed in accordance with the substantive internal laws of the State of Texas without reference to its conflicts of laws principles.
13. Assignment: You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation without prior written consent is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers: The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing referring to these Terms and signed by a duly authorized representative of each party
15. No Third-Party Beneficiaries: These Terms do not, and are not, intended to confer any rights or remedies upon any person other than you.
(a) To You: We may provide any notice to you under these Terms by (a) sending a message to the email address you provide or (b) by posting to the site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us: To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to Attention General Counseate the address for notices to us by posting a notice on the site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
17. Severability: If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
19. Intellectual Property Right
(a) The Products and all text, graphics, images, logos, icons, programs, software, code, data, schema, content, information, reports, and materials made available to you in connection with your Use of this site and/or the Products, whether tangible or intangible, in any form and on or in any media, and all intellectual property rights in and to the same (hereinafter the "Intellectual Property") are proprietary to us or are owned by us or our licensors or suppliers. You may not use the Intellectual Property, except as specifically permitted under this Agreement. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works from, reverse engineer, or distribute the Intellectual Property in any way. Any and all rights not expressly granted by this Agreement, whether existing now or arising in the future, are hereby expressly reserved by us.
(b) We reserve the unconditional right (but not the obligation) to remove, move, or edit any information, data, text, graphics, content, or other materials that we consider to be in violation of any of the terms of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of any such activities.
20. Dispute Resolution
(a) Invoice Disputes: Buyer shall notify Seller in writing of any dispute with any invoice (along with substantiating documentation) within thirty (30) days from the date of such invoice. Buyer will be deemed to have accepted all invoices for which Seller does not receive timely notification of disputes and shall pay all undisputed amounts due under such invoices within the period set forth in these Terms. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations under these Terms during any such dispute, including, without limitation, Buyer’s obligation to pay all due and undisputed invoice amounts.
21. Indemnification and Liability
(a) Indemnification: You agree to indemnify, defend, and hold harmless the AHA, its vendors, licensees, licensors, agents, employees, officers, directors, or volunteers (the “Indemnitees”) from and against any and all losses, damages, liabilities, fees, and costs, including without limitation attorneys' fees and court costs, which may arise or are incurred by the Indemnitees in connection with any liability, damages, claims, or actions arising from your breach or alleged breach of this Agreement or your use of the Products. No settlement or compromise that may adversely affect the Indemnitee's rights or legally obligate an Indemnitee shall be made or entered into by you without the Indemnitee's prior written approval.
(b) Limitation of Liability: Termination is your sole right and exclusive remedy for any claims or cause of action arising from the courses, the Products, the website, or your use thereof. Upon termination by you or by us, your right to use the Products shall immediately cease.
(c) UNDER NO CIRCUMSTANCES WILL THE AMERICAN HEART ASSOCIATION, ITS VENDORS, LICENSEES, LICENSORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS OR VOLUNTEERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE WEBSITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT (STRICT LIABILITY OR OTHERWISE), INCLUDING WITHOUT LIMITATION: LOSS OF VALUE, LOSS OF USE, LOST ANTICIPATED PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF GOODWILL OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NEITHER THE AMERICAN HEART ASSOCIATION, NOR ITS VENDORS, LICENSEES, LICENSORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS OR VOLUNTEERS, SHALL BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID FOR LICENSES, GOODS, SERVICES OR TECHNOLOGY WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH ANY CLAIM AROSE. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND YOUR USE OF THE SITE OR THE SERVICES. IN JURISDICTIONS THAT RESTRICT LIMITATION OF LIABILITY PROVISIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
22. Termination: We may terminate this Agreement and/or otherwise restrict, suspend, or terminate your use of the Products, in whole or in part, at any time in our sole and absolute discretion, immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies that are available to us or that may be available to you under any separate written agreements you may have entered into with us. Any obligations and duties of the parties that by their nature would continue beyond the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement for any reason.
23. Subject Headings: The subject headings of the sections, paragraphs, and subparagraphs of this Agreement are included herein solely for the purposes of convenience and reference, and will not be deemed to explain, modify, limit, amplify, or aid in the meaning, construction, or interpretation of any of the provisions of this Agreement.
24. Choice of Law: This Agreement is governed by the laws of the State of Texas regardless of its conflict of laws or provisions. Venue for any action will be in Dallas County, Texas.