This agreement describes your rights and responsibilities. Please read it carefully.

Last revised: May, 2006

FOR ALL VISITORS

Please read this "terms of use" agreement carefully before using this website.

Learning Guide Network, Inc. and all sites on the Learning Guide Network ("we" "us", "LGN") provides the website known as LearningGuideNetwork.com and other sites hereafter referred to as LGN, as well as all services related to the website ("the Site"), including various newsletters ("Newsletters") subject to your compliance with the terms and conditions set forth in this Agreement. By using the Site, you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, please do not use the Site.

This Agreement is made between LGN and you, the user and/or member of the Site ("you"). We reserve the right at any time to: Change the terms and conditions of this Agreement; Change the Site, including eliminating or discontinuing any content on or feature of the Site; or Change any fees or charges for use of the Site.

Be sure to review this Agreement periodically to ensure familiarity with the most current version.

Code of Conduct

While using the Site you agree not to:

• Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of "hacking" or "cracking" or defacing any portion of any of the Site;
• Use the Site for any unlawful purpose;
• Express or imply that any statements you make are endorsed by us, without our prior written consent;
• Transmit (a) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
• Engage in spamming or flooding;
• Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
• Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
• Remove any copyright, trademark, or other proprietary rights notices contained in the Site;
• Frame" or "mirror" any part of the Site without our prior written authorization;
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
• Harvest or collect information about Site visitors or Learning Providers without their express consent; or
• Permit anyone else whose account or listing was terminated, or who is not a LGN paid lister, to use the Site through your listing, username, or password.

While using the Site you agree to comply with all applicable laws, rules, and regulations.

Links to Other Websites

The Site may contain links to other Internet websites or resources. We neither control nor endorse such other websites, nor have we reviewed or approved any content that appears on such other websites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.

ONLINE CONTENT

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the service and we neither adopt nor endorse nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances are we responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the service, or transmitted to members.

We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the service. We shall have the right to remove any such material that, in our sole discretion, violates, or is alleged to violate, the law or this agreement. Notwithstanding this right, you remain solely responsible for the content of the materials you post in the public areas of the service and in your private email messages. Emails sent between you and other visitors to LGN and other sites on the LGN Network that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.

LGN does not warrant or recommend any specific instructor, school, or business listed on any of our network sites. It is up to the prospective learner involved to choose the Learning Provider best suited for the student. LGN is not involved in the selection process.

You should verify all claims and do your own research before choosing a service from a Learning Provider listed on the LGN network.

Disclaimers

Under no circumstance is Learning Guide Network, Inc., our partners, directors, officers, employees and agents liable for any incidential, consequential, punitive or special damages of any nature whatsoever arising out of or in connection with providing or failing to provide service, including, without limitation, lost profits or loss of business. This section shall also survive the termination of this agreement.

We provide the service on an "as is" basis and grant no warranties of any kind, expressed, implied, statutory, in any communication with our representatives, or us or otherwise with respect to the service. We specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Further, we do not warrant that your use of the service will be secure, uninterrupted, always available or error-free or that the service will meet your requirements or that any defects in the service will be corrected we disclaim liability for, and no warranty is made with respect to, connectivity and availability.

Although each member must agree to Our terms and conditions, We cannot and do not guarantee that the material and content posted by each member to be true and warranted. We cannot guarantee that each member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of the Service by persons under the age of 18 in violation of this Agreement. Also, it is possible that other members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials on the Service and that You may be involuntarily exposed to such offensive and obscene materials. It also is remotely possible for others to obtain personal information about You due to Your use of the Service, and that the recipient may use such information to harass or injure You. We are not responsible for the use of any personal information that You disclose on the Service. Please carefully select the type of information that You post on the Service or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other members or users (including unauthorized users), whether such acts or omissions occur during the use of the service or otherwise.

Limitation of Liability

Neither LGN, nor its affiliates, suppliers, advertisers, affiliates, or agents or sponsors are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Site and/or content contained on the Site, or any product or service purchased through the Site.

In no event will we be liable to you for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of data, loss of programs, cost of procurement of substitute services or service interruptions) arising out of the use of or inability to use the service, even if we or our agents or representatives know or have been advised of the possibility of such damages, or to any person other than you. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for the service during the current term of your membership. We do not conduct background checks or otherwise screen the members registering to the service in any way. As a result, we will not be liable for any damages, direct, indirect, incidental and/or consequential, arising out of the use of this service, including, without limitation, damages arising out of communicating and/or meeting with other members of the service, or individuals introduced to you via the service. Such damages include, without limitation, physical damages, bodily injury and or emotional distress and discomfort.

Indemnification

You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any materials that you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site or any services related to the Site. This indemnification extends to and includes any attorney's fees and costs incurred by us arising from any action or claims to which this indemnification applies, or from the contesting of the applicability of this provision. This section survives termination of this Agreement.

MISCELLANEOUS

Mandatory arbitration of disputes

any claim, controversy or dispute of any kind between the subscriber and the company and/or any of its' employees, agents, affiliates or other representatives, whether sounding in contract, statute or tort, including fraud, misrepresentation, fraudulent inducement, or any other legal or equitable theory and regardless of the date of accrual of such claim, controversy or dispute shall be resolved by final and binding arbitration as prescribed in this section. The federal arbitration act, not state law, governs the question of whether a claim is subject to arbitration. However, nothing contained in this arbitration provision shall preclude the customer from resolving any claim, controversy or dispute in small claims court he or she would otherwise would have a right to pursue.

A single arbitrator engaged in the practice of law will conduct the arbitration. The arbitrator will be selected in accordance to the rules of the American Arbitration Association or may be selected by agreement of the parties, who shall cooperate in good faith to select the arbitrator. The arbitration will be conducted by, and under the then applicable rules of the American arbitration Association. Any required hearing fees and costs shall be paid by the parties as required by applicable rules or as required by applicable law, but the arbitrator shall have the power to apportion such costs as the arbitrator deems appropriate.

The arbitrator's decision and award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.

If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party's costs and expenses incurred in seeking such stay or compelling arbitration, including attorney fees.

This agreement is governed by and must be construed under the laws of the state of Illinois, without regard to choice of law principles and you agree to submit yourself to the personal jurisdiction of the courts in the state of Illinois.

GENERAL

If either of us does not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend this Agreement. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. The provisions of this Agreement that are contemplated to be enforceable after the termination of this Agreement survive termination of this Agreement.

The terms and conditions of this Terms of Use Agreement may be edited and modified by LGN at anytime.

For Learning Provider Listers

LGN provides both free and paid Learning Provider Listings. To have unlimited access to LGN's services, you must be or become a Paid Learning Provider Lister. When and if you register to become a Free or Paid Learning Provider Lister, you agree to (a) provide accurate, current, and complete information about yourself as prompted by the appropriate registration form, and (b) to maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of the Site.

You are solely responsible for the content or information you publish or display (hereinafter, "post") on LGN, or transmit to other visitors. You will not post on the Service, or transmit to other visitors or to Us or Our employees, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not include in your profile any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language, and You will not post any photos containing nudity or personal information. We reserve the right, but We have no obligation, to reject any profile or photo that does not comply with the prohibitions set forth in this section and, to the extent that We determine, in Our sole discretion, to do so.

You agree not to transfer or resell your use of or access to LGN to any third party. If you are a LGN subscriber, and you have reason to believe that your online account is no longer secure, you must promptly change your password by updating your account information and immediately notify us by emailing us at: Help@LearningGuideNetwork.

You are solely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases) that are conducted through your account.

Payment and Renewal

Paid and Free listings on LGN for Learning Providers are available on LGN's provider order page at https://www.learningguidenetwork.com/index.cfm?fa=list.start. Payment for your listing is due in advance of the listing period you select. Your listing will continue until expiration unless terminated by us in accordance with this Agreement or until you notify us of your decision to terminate your listing by email or phone.

You agree to pay all fees and charges incurred in connection with your listing to the Services (including any applicable taxes) at the rates in effect when the charges were incurred. You agree to pay all amounts due upon our demand. In the event we have to collect unpaid amounts you owe us, you will be liable for all attorneys' and collection agency fees.

Putting Your Account on Hold

You may put your account on hold twice a calendar year for up to 2 months at a time. During the time your account is on hold, your credit card will not be billed. If you have paid on a Quarterly or Yearly basis, your membership will be extended by the number of months you put your account on hold. By putting your account on hold, you avoid having to pay set-up charges associated with re-subscribing.

Cancellation

You may cancel your listing to LGN by notifying our Customer Service Department at: 1-773-262-6086 or by emailing us at billing@LearningGuideNetwork.com and other network sites listed at bottom of this agreement. Cancellation will take effect at the end of the month of which you cancel your current listing. Monthly listings will not be reimbursed or refunded. Quarterly and Yearly listings will be refunded on a pro-rated amount based on the number of months left in your listing. Any delinquent or unpaid amounts must be paid in full before you may re-subscribe.

Termination

This Agreement shall remain effective until terminated in accordance with its terms. LGN may terminate this Agreement, and/or your access to and use of the Site or any portion thereof, immediately, in the event we determine, in our sole discretion, that you have breached this Agreement. In addition, we reserve the right, upon three (3) business days notice and the reimbursement of any monies that may be due according to the cancellation policy as defined on the Site, to terminate this Agreement without cause.

Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. If you believe in good faith that materials hosted by LGN or one of its subsidiaries infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Site should be sent to: Help@LearningGuideNetwork. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Ownership and Restrictions on Use

©2006 Learning Guide Network, Inc. All Rights Reserved. The Site is owned and operated by us in conjunction with others pursuant to contractual arrangements. You may only access and use the materials on the Site, and download and/or print out only one copy of any materials on the Site, solely for your personal use. You may not republish, upload, post, transmit or distribute materials from the Site in any way without our prior written permission. Modification of the materials or use of the materials for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site.

"LearningGuideNetwork.com" and other network sites listed at bottom of this agreement" are all trademarks and/or service marks of LGN. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners.

Jurisdictional Issues

The Site is solely directed to individuals residing in the United States. We make no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right to limit the availability of the Site and/or the provision of any service or product described thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such service or product that we provide.

USE OF THIS SITE SIGNIFIES YOUR AGREEMENT TO THIS TERMS OF USE AGREEMENT