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End User Licensing Agreement
These Terms and Conditions explain the contractual Agreement between you and Learning Accord ("LA") regarding your use of Learning System called CLEaRS (Computerized Learning Evaluation and Remedial System) on an ASP ("Application Services Provider") basis in which LA licenses you the software for a term and hosts the application for you. This Agreement is effective as of the first date you commence use of CLEaRS. In the event that you are already utilizing CLEaRS, these terms are effective with your continued use after posting at www.LearningAccord.com.

BY UTILIZING AND/OR CONTINUING TO UTILIZE THE CLEaRS SYSTEM, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE INFORMATION PROVIDED TO CLEaRS SYSTEM ON THE SYSTEM INFORMATION PAGES. THE TERM "WE" REFERS TO CLEaRS SYSTEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT UTILIZE THE CLEaRS SYSTEM OR ENTER BILLING INFORMATION.

BEFORE COMMNECING USE OF THE CLEARS SYSTEM AND/OR ENTERING BILLING INFORMATION, YOU MUST ASCERTAIN THAT THE SERVICE WILL MEET YOUR SPECIFIC FUNCTIONAL REQUIREMENTS. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. BY EXECUTING THE ORDER FORM, YOU AGREE THAT THE ORDER FORM CONTAINS NO CONTINGENT PAYMENT TERMS OR ANY OBLIGATION FOR CLEARS SYSTEM TO REFUND ANY AMOUNTS CONTRACTED FOR.

DESCRIPTION OF SERVICES
CLEARS SYSTEM licenses its software to certain customers as a hosted application (the "Service"). We create a customized online learning and administration that you authorize (the "Users" and "Customers"). To use the Service, you must obtain access to the World Wide Web and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access. Prior to becoming a paying client of CLEARS SYSTEM for the Service, you are required to enter billing information into the System specifying the charges and payment terms agreed to by you. As part of the System configuration, you will select a login password; our system will create a unique user name (ID) for you.

CONTACT AND BILLING INFORMATION
In consideration of your use of the Service, you agree to provide CLEARS SYSTEM with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of authorized billing and systems administration contacts. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement and your access to the Service in addition to any other legal remedies.

FEES, PAYMENT TERMS, RENEWAL, PARTIAL BILLING PERIOD
You will pay all charges in accordance with the fees and payment terms contained in the billing information portion of the System and/or related invoices. Unless otherwise indicated in the billing information portion of the CLEaRS System and/or related invoices, all fees and charges specified are nonrefundable whether or not you publish your CLEaRS System or actively use the Service. If you elect to discontinue use of the Service no refund will be given for the unused portion of the Initial Term or any renewal term. No full or partial refunds will be provided regardless of system usage.

LICENSE GRANTS
LA grants you a non-exclusive, non-transferable right to use the Service, subject to the terms of this Agreement. You grant to LA the non-exclusive, right to use, store, transmit and display Your Data solely to the extent necessary to provide the Service as requested by you. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, or (ii) modify or make derivative works based upon the LA Technology or the Content. All rights not expressly granted to you are reserved by LA and its licensors.

OWNERSHIP
LA alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CLEaRS Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. Such rights extend to any system modifications and/or system features added at your request. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, CLEaRS Technology or Intellectual Property owned by LA to you. The Learning Accord and CLEaRS name, the Learning Accord and CLEaRS logo, and the product names associated with the Service are trademarks of LA or third parties, and no right or license is granted to use them.

RESPONSIBILITIES
You shall: (i) notify LA immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to LA immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another LA user or provide false identity information to gain access to or use the Service. LA reserves the right to take any action it deems appropriate with respect to Content posted on learning System. Such action is taken at the sole discretion of LA and may include, but not be limited to, termination of your rights of use.

INDEMNIFICATION
You shall indemnify and hold LA, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of the representations and warranties; or (iii) a claim arising from the breach by you or Users of this Agreement, provided in any such case that LA (i) gives written notice of the claim promptly to you (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless it unconditionally releases LA of all liability and such settlement does not affect LA's business or Service); (iii) provides to you all available information and assistance; and (iv) has not compromised or settled such claim.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LA 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. Nor does LA guarantee that any information, software, or other material accessible from or related to the Service is free of viruses, worms, or other harmful components. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

QUESTIONS OR ADDITIONAL INFORMATION
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@LearningAccord.com.