Vantage Learning

Terms & Conditions
TERMS & CONDITIONS

Updated: May 6, 2008 v.1.21

1. ACCEPTANCE

This Terms of Use Agreement ("Agreement") is made by and between Vantage Learning ("Vantage"), the owner and operator of this web site and you ("you" or "your"). This Agreement contains the terms and conditions that govern your use of this web site.

BY ACCESSING, VISITING, BROWSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

VANTAGE RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN VANTAGE'S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE "TERMS OF USE" HYPERLINK LOCATED THROUGHOUT THE SITE.

2. GENERAL TERMS OF ACCESS

A. You agree to comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the VANTAGE web site. VANTAGE's web site is for your own personal, noncommercial use. If VANTAGE determines, in its sole and absolute discretion, that you have breached a term or condition of this Agreement, including but not limited to any act which infringes the rights of others or otherwise does not meet the standards of VANTAGE, VANTAGE may deny your access to this web site and pursue any available legal remedies.

B. VANTAGE will only provide services under and through this web site to persons and entities able to form legally binding contracts under applicable law.

C. Third Party Web sites. This web site may contain links to third party web sites that are not owned by or affiliated with VANTAGE. Such links to third party web sites are not an endorsement or approval and VANTAGE assumes no responsibility or liability associated with your use of any of these web sites. VANTAGE recommends that you review the terms and conditions as well as the privacy policy of any web site you visit.

D. Posting Content. You will not use the VANTAGE web site to post any material that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity, (ii) is libelous, false, defamatory or slanderous or is otherwise designed to or does harass, threaten or abuse others, (iii) is sexually suggestive or contains explicitly sexual content (including nudity), (iv) does or may denigrate or offend any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (v) encourages conduct that would be considered a criminal offense in any jurisdiction, or give rise to any civil liability, (vi) is generally offensive, inappropriate, or in bad taste, (vii) or is intended as an advertisement or solicitation of business.

E. You agree not to utilize this web site to transmit viruses, software, or other technology that will damage or adversely affect the operation of this web site and its related software or hardware, or the software or hardware of any third party. You will not utilize a "spider", "robot", or other similar automated means to access this web site in a frequency greater than that which a natural person could using a traditional browser. You agree not to collect any information from this web site, including any email address or other personally identifiable information, for use for any solicitation or any commercial purpose. Public search engines may utilize spiders or other similar means solely to create publicly available search indices.

3. OPENING AN ACCOUNT

A. To utilize certain features or services of this web site, you may be required to open an account with VANTAGE. You must provide accurate and complete contact information if you open an account with VANTAGE.

B. Accounts are password protected and chosen by you at the time of registration. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify VANTAGE immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify VANTAGE immediately if you become aware of any other breach or attempted breach of the security of VANTAGE's services. 4. INTELLECTUAL PROPERTY RIGHTS

A. VANTAGE solely and exclusively owns, or otherwise possesses appropriate licenses to the rights to all intellectual property and other rights, title and interest in and to the text, graphics, photos, sounds, music, videos, software, and related technology comprising the web site ("Web Content"). "VANTAGE", the VANTAGE logo, and the products and services described in this web site are either trademarks, trade names, or service marks of VANTAGE and its licensors, or are the property of their respective owners. VANTAGE retains the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefore, and you will not acquire any related right, title or interest therein, under this Agreement or otherwise. The Web Content as well as the User Content is being provided to you "as is" for your personal, non-commercial use, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise used for any other purpose without the written consent of VANTAGE or the respective owner of the particular Web Content. You agree not to disable or circumvent any feature or device that limits or prevents your use of any Web or User Content

B. Other Parties' Trademarks. User Content may contain trademarks, or other words, slogans, design, pictures, symbols, sounds, or product shapes or configurations used to distinguish or identify the products or services of third parties. The use of any such trademarks in User Content is not an endorsement of any associated product or service by VANTAGE. VANTAGE disclaims any use of, as well as any affiliation or sponsorship with, any trademark appearing in User Content.

C. Other Intellectual Property. VANTAGE does not endorse or otherwise assume responsibility or liability for any other intellectual property rights contained within any User Content, including but not limited to any patent, trade secret, or know-how.

5. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

A. VANTAGE PROVIDES THIS WEB SITE ON AN "AS IS" BASIS. VANTAGE DOES NOT REPRESENT OR WARRANT THAT THIS WEB SITE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. VANTAGE DOES NOT ENDORSE OR APPROVE ANY USER CONTENT AND MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

B. VANTAGE AND ITS AGENTS ASSUME NO LIABILITY FOR (I) ANY BUGS, VIRUSES, OR DISRUPTIVE SOFTWARE OR OTHER TECHNOLOGY THAT MAY BE TRANSMITTED TO OR THROUGH THIS WEB SITE BY ANY THIRD PARTY, AND (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION.

C. UNDER NO CIRCUMSTANCES WILL VANTAGE, EMPLOYEES, REPRESENTATIVES, AGENTS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS OR SHAREHOLDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THIS WEB SITE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. INDEMNIFICATION

You agree to indemnify and hold VANTAGE and its employees, representatives, agents, affiliates, directors, officers, managers or shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Indemnified Parties to the extent that such Claim is based on your use or misuse of this web site. If you are obligated to provide indemnification hereunder, VANTAGE may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of VANTAGE.

7. ADDITIONAL TERMS

A. This web site is controlled and operated, at least in part, by VANTAGE personnel located in Pennsylvania. These Terms of Use will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to its conflict of laws provisions or your actual state or country of residence. This web site is considered a passive web site and simply browsing of this web site does not give rise to personal jurisdiction over VANTAGE.

B. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration at the request of either party. Each party shall bear its own costs and attorney's fees. The American Arbitration Association shall administer the arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Both parties acknowledge that this Agreement is a transaction involving interstate commerce, and is therefore governed by the Federal Arbitration Act. By agreeing to arbitration, both parties are waiving their right to litigate in court including any right to a jury trial. The parties agree that all claims shall be treated individually and there shall be no consolidation of claims or class actions. For additional information on invoking arbitration and how the arbitration process works, you may call the American Arbitration Association at 800-778-7879.

C. Any claim arising between you and VANTAGE shall be governed by the laws of the State of Pennsylvania, without respect to its conflict of law provisions or your actual state or country of residence. You agree that any claim arising between you and VANTAGE shall be decided exclusively by a court of competent jurisdiction in Pennsylvania. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No waiver of any terms of this Agreement shall be deemed a continuing waiver of such term or any other terms and VANTAGE's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right. You agree, regardless of any applicable law that any cause of action you may have must be brought within one year after claim or cause of action occurs or it shall be deemed waived by you. This Agreement will not be assignable or transferable by you without the prior written consent of VANTAGE. VANTAGE may freely assign its rights and obligations under this Agreement at its sole discretion.

D. VANTAGE Services and Software. Any VANTAGE service or software, including any files, images incorporated in or generated by the service or software, and data accompanying the software (collectively "Software"), that may be made available on this web site is licensed to you by VANTAGE, and no ownership rights pass to you. You shall not copy, distribute, sell, modify, transfer, decompile, reverse engineer, disassemble or create derivative works from any Software.

8. NOTICES

All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to VANTAGE, you must use the address first set forth above or the following email address: consumer.marketing@vantage.com. If VANTAGE provides notice to you, VANTAGE must use the contact information provided by you to VANTAGE. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated.