Terms of Service

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1. ACCEPTANCE OF TERMS

CASTLE Software, Inc. (hereafter called
"CASTLE Software") provides its service to you, subject to the
following Terms of Service ("TOS"), which may be updated by us from
time to time without notice to you. When using particular CASTLE Software
services, you and CASTLE Software shall be subject to any posted guidelines or
rules applicable to such services which may be posted from time to time. All
such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

CASTLE Software currently provides users with
a service to help review course content. Unless explicitly stated otherwise,
any new features that augments or enhances the current Service, including the
release of new CASTLE Software properties, shall be subject to the TOS. You
understand and agree that the Service is provided "AS-IS" and that
CASTLE Software assumes no responsibility for the timeliness, deletion,
misdelivery or failure to store any user communications or personalization
settings.

In order to use the Service, you must obtain access to the Internet, either
directly or through devices that access web-based content, and pay any service
fees associated with such access. In addition, you must provide all equipment
necessary to make such connection to the Internet, including a computer and
modem or other access device.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service,
you agree to: (a) provide true, accurate, current and complete information
about yourself as prompted by the Service’s registration form (such information
being the "Registration Data") and (b) maintain and promptly update
the Registration Data to keep it true, accurate, current and complete. If you
provide any information that is untrue, inaccurate, not current or incomplete,
or CASTLE Software has reasonable grounds to suspect that such information is
untrue, inaccurate, not current or incomplete, CASTLE Software has the right to
suspend or terminate your account and refuse any and all current or future use
of the Service (or any portion thereof).

4. CASTLE SOFTWARE PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will have a password and account
designation upon completing the Service’s registration process. You are
responsible for maintaining the confidentiality of the password and account,
and are fully responsible for all activities that occur under your password or
account. You agree to (a) immediately notify CASTLE Software of any
unauthorized use of your password or account or any other breach of security,
and (b) ensure that you exit from your account at the end of each session.
CASTLE Software cannot and will not be liable for any loss or damage arising
from your failure to comply with this Section 5.

A Castle Learning Online subscription can
only be used by one person during the length of the subscription period unless
express authorization is given by CASTLE Software, Inc. or the school/district
is reassigning the subscription to a new student because the original recipient
is no longer enrolled at the school/district during the subscription period.

6. MEMBER CONDUCT

You understand that all information including
but not limited to data, text, software, photographs, graphics, illustrations,
artwork, video, music, sound, messages, names, logos, trademarks, service marks
and other materials ("Content"), whether publicly posted or privately
transmitted, are the sole responsibility of the person from which such Content
originated. This means that you, and not CASTLE Software, are entirely
responsible for all Content that you upload, post, email, transmit or otherwise
make available via the Service. CASTLE Software does not control the Content
posted via the Service and, as such, does not guarantee the accuracy, integrity
or quality of such Content. Under no circumstances will CASTLE Software be
liable in any way for any Content, including, but not limited to, for any errors
or omissions in any Content, or for any loss or damage of any kind incurred as
a result of the use of any Content posted, emailed, transmitted or otherwise
made available via the Service.

You understand that the technical processing
and transmission of the Service, including your Content, may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to
technical requirements of connecting networks or devices.

7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the
Internet, you agree to comply with all local rules regarding online conduct and
acceptable Content. Specifically, you agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or
the country in which you reside.

8. INDEMNITY

You agree to indemnify and hold CASTLE
Software, and its subsidiaries, affiliates, officers, agents, co-branders or
other partners, and employees, harmless from any claim or demand, including
reasonable attorneys’ fees, court costs and
disbursements made by any third party
due to or arising out of Content you submit, post, transmit or make available
through the Service, your use of the Service, your connection to the Service,
your violation of the TOS, or your violation of any rights of another.
CASTLE Software, its subsidiaries,
affiliates, officers, agents, co-branders or other partners and employees agree
to indemnify and hold you harmless from any claim or demand, including
reasonable attorneys’ fees, court costs and
disbursements made by any third party due to or arising out of CASTLE
Software’s gross negligence or for copyright or intellectual property
infringement. In the event a claim of
an Indemnifiable nature is made the Indemnitee shall notify the Indemnitor in
writing of said claim and not settle any such claim without the written consent
of the Indemnitor such consent not to be unreasonably withheld.

9. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy,
sell, resell or exploit for any commercial purposes, any portion of the
Service, use of the Service, or access to the Service.

10. MODIFICATIONS TO SERVICE

CASTLE Software reserves the right at any
time and from time to time to modify or temporarily discontinue the Service (or
any part thereof) in the event that you violate the terms and conditions of use
as set forth herein. If such
modification or discontinuance occurs, CASTLE Software will provide you with
notice that modification or discontinuance of the Service will be instituted
and provide you with a reasonable period in which to correct the violation. If
the violation is not remedied or steps to remedy the violation are not taken
within the period provided, the Service may be modified or discontinued. You
agree that CASTLE Software shall not be liable to you or to any third party for
any modification, suspension or temporary discontinuance of the Service. In the
event of permanent discontinuance of the Service,
caused by CASTLE, liability is limited to the paid subscription price,
pro-rated to the amount of time remaining on the subscription. In the event of
permanent discontinuance of the Service, due to acts of commission and/or omission by you,
you agree that in addition to any other remedy or limitation on behalf of CASTLE
you are not entitled to any refund whatsoever.

11. TERMINATION

You agree that CASTLE Software, in its sole
discretion, may terminate your password, account (or any part thereof) or use
of the Service, for any reason, including, without limitation, for lack of use
or if CASTLE Software believes that you have violated or acted inconsistently
with the letter or spirit of the TOS. CASTLE Software may also in its sole
discretion and at any time discontinue providing the Service, or any part
thereof, with 30 days notice. You agree that any
termination of your access to the Service under any provision of this TOS may
be effected provided that prior notice is given and the cure period has expired,
and acknowledge and agree that CASTLE Software may immediately deactivate or
delete your account and all related information and files in your account
and/or bar any further access to such files or the Service. Further, you agree
that CASTLE Software shall not be liable to you or any third-party for any
termination of your access to the Service. In the event that a cure cannot be
made within 30 days, a reasonable time shall be added, not to exceed 30
additional days. The request for additional time should be communicated in
writing, stating the reason for the delay and what actions are being taken to
provide a cure.

12. LINKS

The Service may provide, or third parties may
provide, links to other Internet web sites or resources. Because CASTLE
Software has no control over such sites and resources, you acknowledge and agree
that CASTLE Software is not responsible for the availability of such external
sites or resources, and does not endorse and is not responsible or liable for
any Content, advertising, products, or other materials on or available from
such sites or resources. You further acknowledge and agree that CASTLE Software
shall not be responsible or liable, directly or indirectly, for any damage or
loss caused or alleged to be caused by or in connection with use of or reliance
on any such Content, goods or services available on or through any such site or
resource.

13. CASTLE SOFTWARE’S PROPRIETARY RIGHTS

You acknowledge and agree that the Service
and any necessary software used in connection with the Service
("Software") contain proprietary and confidential information that is
protected by applicable intellectual property and other laws. You further
acknowledge and agree that information presented to you through the Service is
protected by copyrights, trademarks, service marks, patents or other
proprietary rights and laws. Except as expressly authorized by CASTLE Software
or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or
create derivative works based on the Service or the Software, in whole or in
part.

CASTLE Software grants you a personal,
non-transferable and non-exclusive right and license to use the Service. You
agree that you will not copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover any source code,
sell, assign, sublicense, grant a security interest in or otherwise transfer
any right in the Software. You agree not to modify the Software in any manner
or form, or to use modified versions of the Software, including (without
limitation) for the purpose of obtaining unauthorized access to the Service.
You agree not to access the Service by any means other than through the
interface that is provided by CASTLE Software for use in accessing the Service.

Furthermore, you understand that the Content
is protected by copyright and other laws in both the United States and
elsewhere. Under the terms of this agreement, it is expressly forbidden to
distribute the Content or any portion thereof by any means, including but not
limited to electronic and print, to any person or entity who does not have a
valid account. CASTLE Software reserves the right to cancel your organization’s
license without refund if it is determined that you have violated this portion
of the agreement.

14. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR
USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. CASTLE SOFTWARE EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. CASTLE
SOFTWARE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE
OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS
DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CASTLE SOFTWARE OR
THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THE TOS.

15. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT
CASTLE SOFTWARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CASTLE
SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR
SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED
INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE
SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

16. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS
OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

17. TRADEMARK INFORMATION

CASTLE Software, Inc. and Castle Learning Online are registered trademarks of CASTLE Software Inc.

18. GENERAL INFORMATION

The TOS constitutes the entire agreement
between you and CASTLE Software and govern your use of the Service, superseding
any prior agreements between you and CASTLE Software. You also may be subject
to additional terms and conditions that may apply when you use affiliate
services, third-party content or third-party software. The TOS and the
relationship between you and CASTLE Software shall be governed by the laws of
the State of New York without regard to its conflict of law
provisions. The failure of CASTLE Software to exercise or enforce any
right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties’ intentions as reflected in the
provision, and the other provisions of the TOS remain in full force and effect.

You agree that regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to use of the Service or the TOS must be filed within one (1) year
after such claim or cause of action arose or be forever barred.

In the event that CASTLE Software
must retain counsel to enforce the terms and conditions of this agreement, you
will be responsible for such costs if CASTLE should prevail.

The section titles in the TOS are for
convenience only and have no legal or contractual effect.