Teachtown.com Terms of Use Agreement

Last Updated: Sept 7, 2010

I. Introduction

Welcome to TeachTown, Inc.’s website (“Site”). This Terms of Use Agreement (“Agreement”) sets forth the agreement between TeachTown.com (“TeachTown” or “we”) and each user (“you” or “user”) governing the use by you of this Site. Please read this Agreement carefully before using this Site. By using this Site, you agree to be bound by the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions contained in this Agreement, you may not access or otherwise use this Site.

We may, in our sole discretion, modify this Agreement with or without notice to you. The “Last Updated” date at the top of this Agreement will indicate when the latest modifications were made. By continuing to access and use the Site after this Agreement has been modified, you are agreeing to such modifications. Therefore, you should review this Agreement prior to each use of the Site. In addition, when using particular services or features, you shall be subject to any posted guidelines or policies applicable to such services, features or purchases that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into this Agreement.

II. Not Medical Advice

The information provided on this Site is for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, service, or course of action. TeachTown does not, through the Site, provide specific medical advice, is not engaged in providing medical or professional services and does not endorse any medical or professional service obtained through information provided on this Site or any links to this Site. Use of the Site does not replace medical consultations with a qualified health or medical professional to meet the health and medical needs of you or a loved one. You exercise your own judgment when purchasing any product or service through the Site. In addition, while we frequently update the Site’s contents, medical information changes rapidly and therefore, some information may be out of date, and/or contain inaccuracies or typographical errors.

III. Subscription

For some users of the Site, to take advantage of some of the features of the Site, we require you to register an account and provide personal information. You also may be charged a subscription fee. In the event you become a subscriber of the TeachTown Subscription Service (“Service”), you understand that TeachTown will, on a monthly basis, charge the credit card number you have provided us. The first monthly subscription fee will be assessed 30 days after your first use of the TeachTown software provided that you have not cancelled with us by phone during the trial period. The fee will be assessed monthly thereafter, until you notify us that you wish to terminate the Service. The monthly fee will equal the TeachTown subscription fee then in effect for the Service.

To terminate the Service during the first 30 days of use, please contact TeachTown by phone at (800) 283-0165. To terminate your Service at any time after the trial period, please log into TeachTown.com, navigate to the student account, and follow the directions there to notify us of your desire to terminate the Service. You account will be terminated effective at the end of the chosen membership term. TeachTown’s assessment of the monthly subscription fee will cease no later than 30 days after you have provided us with notice of your desire to terminate the Service in accordance with those instructions. UNDER THESE TERMS OF USE, IF YOU CANCEL YOUR SUBSCRIPTION AFTER THE 30 DAY TRIAL PERIOD, YOU ARE NOT ELIGIBLE FOR ANY REFUND FOR THE CURRENT TERM FOR WHICH YOU ARE SUBSCRIBED, EXCEPT WHERE REQUIRED BY APPLICABLE LAW.

PLEASE NOTE THAT THE ONLY ACCEPTED METHOD OF PAYMENT IS BY CREDIT CARD PAYMENTS USING YOUR VISA, MASTERCARD, OR AMERICAN EXPRESS CREDIT CARD. TEACHTOWN DOES NOT ACCEPT DEBIT CARD PAYMENTS AT THIS TIME.

Your right to a subscription or Service is conditional upon TeachTown’s receipt of payment. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to immediately and without notice, either suspend or terminate your access and account. You are required to pay any amounts still owed to us at the time your account is suspended or terminated.

We reserve the right to change the amount of, or basis for determining, any subscription fees, and to institute new fees, effective upon prior notice to you. Similarly, we reserve the right to modify any other terms of such subscription (for example, the duration of the membership or any of the features or services offered to our members), upon prior notice to you. If you have a current subscription at the time that any new or revised fees or any change in the duration of the subscription takes effect, such fees or new duration will only apply to your membership if and when your subscription is renewed. We may give notices to you by means of a general notice on the Site or by e-mail to your e-mail address.

IV. Purchases

If you make a purchase on the Site, your purchase will be subject to the terms of our Purchase Agreement at http://www.teachtown.com/PurchaseAgreement, which is hereby incorporated into and made part of this Agreement. Please review our Purchase Agreement before making any such purchase. By submitting payment information in connection with any such purchase, you agree to be bound by the terms of our Purchase Agreement.

V. Storing Information Related to a Student’s Progress

The Site offers a service which allows you to store a child’s progress on the TeachTown website and Notes regarding the child’s progress (“Content”). In no event will TeachTown be liable for maintaining any of the Content. You should always preserve your original Content, or make back-up copies of such Content, on your personal system. You should not use the Site as the only repository or other source for your Content. TeachTown can terminate this feature of the Site at any time.

VI. Privacy

Use of this Site is subject to the terms of our Privacy Policy at http://www.teachtown.com/PrivacyPolicy, which is hereby incorporated into and made part of this Agreement. Please carefully review our Privacy Policy. By using this Site, you agree to be bound by the terms of our Privacy Policy. We reserve the right, and you authorize us, to use information regarding your use of this Site, account registration, and any other personal information provided by you in accordance with our Privacy Policy.

VII. Copyright; Trademarks

You acknowledge that all materials on the Site, including the Site’s design, graphics, text, sounds, pictures, software and other files and the selection and arrangement thereof (collectively, “Materials”), are the property of TeachTown or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in this Agreement are reserved to their respective copyright owners. Except as expressly authorized by this Agreement or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of TeachTown or the respective copyright owner. TeachTown authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described on this Site (including, without limitation, TEACHTOWN and TEACHTOWN: BASICS) are the sole property of TeachTown and/or its licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of TeachTown and/or its licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of TeachTown and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of TeachTown. TeachTown will enforce its intellectual property rights to the fullest extent of the law.

VIII. Links; Third Party Websites

Links on the Site to third party websites are provided only as a convenience to you. If you use these links, you will leave the Site. TeachTown does not control or endorse any such third party websites. You agree that TeachTown and its Affiliated Parties will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk. You are advised that other websites on the Internet, including third party websites linked from this Site, might contain material or information that some people may find offensive or inappropriate; or that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others' rights or otherwise unlawful. TeachTown expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website.

Without limiting the foregoing, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the use of the Site, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that TeachTown and its Affiliated Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site.

IX. Disclaimer; Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TEACHTOWN AND ITS AFFILIATED COMPANIES AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, “TEACHTOWN AND ITS AFFILIATED PARTIES”) EXPRESSLY DISCLAIM 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.

OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TEACHTOWN AND ITS AFFILIATED PARTIES MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SITE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TEACHTOWN AND ITS AFFILIATED PARTIES OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

TEACHTOWN AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (VII) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TEACHTOWN AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE TEACHTOWN AND ITS AFFILIATED PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY PRODUCT OR SERVICE PURCHASED BY YOU FROM TEACHTOWN ON THIS SITE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

X. Indemnification

You agree to indemnify, defend and hold harmless TeachTown and its Affiliated Parties against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys' fees, resulting or arising from or relating to your use of or conduct on the Site, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Site, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Site.

XI. Site Usage; Termination of Usage

You are required to establish an account on this Site in order to take advantage of certain features of this Site, such as connecting the TeachTown software to the Internet; updating a child’s profile; or accessing a child’s profile. If you provide information on this Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Site, and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is false, inaccurate, outdated or incomplete, or TeachTown has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, TeachTown has the right to suspend or terminate your account and prohibit any and all current or future use of the Site (or any portion thereof) by you. You may update your account information either through the My Account function on the Site or by e-mailing support@teachtown.com.

You will create a username and password while completing the account 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 TeachTown 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. You may contact TeachTown at support@teachtown.com. You agree to be responsible for all actions resulting from the use of your account on the Site, including actions resulting from unauthorized use of your account prior to your taking steps to prevent such occurrence by changing your password and notifying TeachTown. TeachTown and its Affiliated Parties cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

You agree to use this Site only for lawful purposes, and that you are responsible for your use of and communications on the Site. You agree not to post on or transmit through this Site any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others' intellectual property rights or otherwise violates any applicable local, state, national or international law. You agree not to use this Site in any manner that interferes with its normal operation or with any other user's use and enjoyment of the Site.

You further agree that you will not access this Site by any means except through the interface provided by TeachTown for access to the Site. Creating or maintaining any link from another website to any page on this Site without the prior written authorization of TeachTown is prohibited. Running or displaying this Site or any information or material displayed on this Site in frames or through similar means on another website without the prior written authorization of TeachTown is prohibited. Any permitted links to this Site must comply with all applicable laws, rule and regulations.

TeachTown makes no representation that Materials contained on the Site are appropriate or available for use in jurisdictions outside the United States, or that this Agreement complies with the laws of any other country. Visitors who use the Site and reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Site from any territory where its contents are illegal, and that you, and not TeachTown and its Affiliated Parties, are responsible for compliance with applicable local laws.

This Agreement is effective unless and until terminated by either you or TeachTown. You may terminate this Agreement at any time, provided that you discontinue any further use of this Site. TeachTown also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Site, if in TeachTown's sole discretion you fail to comply with any term or provision of this Agreement or your use is harmful to the interests of another user or TeachTown and its Affiliated Parties. Upon any termination of the Agreement by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the terms of use or otherwise.

TeachTown reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Except as otherwise expressly stated in this Agreement, you agree that TeachTown and its Affiliated Parties shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Site.

You agree that TeachTown may terminate or suspend your access to all or part of this Site, without notice, for any conduct that TeachTown, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user or TeachTown and its Affiliated Parties.

Sections VI, IX through XII, XV through XVIII, and XX shall survive any termination of this Agreement.

XII. User Content and Conduct

Where applicable at the Site, you are invited to post your own content (“User Content”). You can post content either on public forums on the Site like the Site’s message board (“Public Forums”) or in a semi-private forums such as the TeachTown’s Note Taking feature where the content can only be seen by invited “Facilitators” or adults, therapists, or teachers who are given access to a Student’s account. (“Semi-Private Forums). You understand that all User Content, whether you have publicly posted on a forum or privately transmitted to another Site user or to us, is your sole responsibility. Though the Site is designed to be a safe place to share such User Content, TeachTown cannot guarantee that other users will not misuse the User Content that you share. If you have any User Content that you would like to keep confidential and/or do not want others to use, do not post it to the Site. Under no circumstances will TeachTown be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Site. TEACHTOWN IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY USER CONTENT YOU POST TO THE SITE.

By posting any User Content on the Public Forums on the Site, you hereby grant TeachTown a royalty-free, fully paid up, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform, edit and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You specifically waive any “moral rights” in and to the User Content posted on the Public Forums. The foregoing grant includes, without limitation, any copyrights and other intellectual property rights in and to your User Content. You represent and warrant that: you own the User Content posted by you on or through the Site’s Public Forums or otherwise have the right to grant the license set forth in this Section XI; and the posting of your User Content on or through the Site’s Public Forums does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any User Content you posted to or through the Site’s Public Forums.

By posting any User Content on the Semi-Private Forums on the Site, you agree and confirm that you have the legal authorization to submit the information. If at any time, the authorizations to share the student’s information changes or there are any new restrictions on your or TeachTown’s rights to share or use the student’s information, you must notify TeachTown immediately at support@teachtown.com.

To the extent that you as a Facilitator are posting information on the Semi-Private Forums on the Site as an agent, representative, or employee of an educational institution (“School”) subject to the restrictions of the Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232(g)) and the regulations thereunder (34 CFR Part 99), as may be amended from time to time (collective, “FERPA”), you are subject to obligations and restrictions with respect to the handling and disclosure of personally identifiable information contained in the school records of students that you maintain or that the School with which you are affiliated maintains regarding its students, with respect to any data that may be accessed, obtained, received, extracted or otherwise used by TeachTown (or which may be disclosed in any manner to TeachTown by or on behalf of you or your School), in individualized or aggregate form, in connection with the School’s use of the Service and Software, in whole or in part, pursuant to Agreement. On behalf of yourself and your School, you hereby: (1) acknowledge and agree that, as part of the Software and Service provided by TeachTown for School from time to time, TeachTown may have access to, or may otherwise obtain, extract or receive, School’s data that may include data subject to FERPA’s requirements; and (2) TeachTown can rely, is relying and will continue to rely on School’s full compliance with the applicable obligations imposed by FERPA, as any such obligations may be amended or modified from time to time.

To the extent that you as a Facilitator are posting or receiving Protected Health Information (“PHI”), are posting information on the Semi-Private Forums on the Site as a Covered Entity within the meaning of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and related regulations thereunder, including without limitation, 45 CFR Parts 160, 162, and 164. as amended, HIPAA shall govern the consequent designation of TeachTown as your business associate and shall apply when TeachTown acquires any information in the course of its duties under the Agreement that is Protected Health Information (“PHI”) received from, or created or received by TeachTown on your behalf under the HIPAA Privacy Rule. On behalf of yourself as a Covered Entity, you hereby: (1) acknowledge and agree that, as part of the Software and Service provided by TeachTown from time to time, TeachTown may have access to, or may otherwise obtain, extract or receive, PHI that may include data subject to HIPAA’s requirements; and (2) TeachTown can rely, is relying and will continue to rely on Covered Entity’s full compliance with the applicable obligations imposed by HIPAA, as any obligations may be amended or modified from time to time. TeachTown’s Notice of Privacy Practices can be found at http://www.teachtown.com/HIPAAPrivacyPractice.

If you would like the information in a semi-private forum amended, please contact TeachTown at support@teachtown.com.

You acknowledge and agree that TeachTown may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any User Content violates the rights of third-parties; or protect the rights, property, or personal safety of TeachTown, its users and the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve: transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices.

You agree to each of the conditions in this Agreement and further agree that each of these conditions applies forever and broadly with regard to TeachTown worldwide. Posting of User Content to or through the Public Forums on the Site, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of User Content on the Public Forums on the Site or is to be implied by our review or subsequent use of your User Content that is posted on the Public Forums on the Site. TeachTown shall not be liable for any disclosure of any User Content, including opinion(s) or suggestion(s), you post to or through the Site. TEACHTOWN SHALL BE ENTITLED TO UNRESTRICTED USE OF ANY USER CONTENT IT MAY RECEIVE FROM YOU AT OR THROUGH THE PUBLIC VENUES ON THE SITE, FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO YOU AS PROVIDER OF THE USER CONTENT.

You agree that you will not use the Site to:

(a) upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to a representative of TeachTown, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;

(e) upload, post, email or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

(g) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;

(h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

(j) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(k) "stalk" or otherwise harass another; or

(l) collect or store personal data about other Site users.

You understand that by using the Site, you may be exposed to User Content created by others that is offensive, indecent or objectionable. TeachTown does not endorse or have control over the User Content. User Content is not reviewed by TeachTown prior to posting and does not reflect the opinions or policies of TeachTown. TeachTown makes no representations or warranties, express or implied as to the User Content or the accuracy and reliability of the User Content or any other material or information that you may access through the Site. TeachTown assumes no responsibility for monitoring the Site for inappropriate submissions or conduct. If at any time TeachTown chooses, in its sole discretion, to monitor the Site, TeachTown nonetheless assumes no responsibility for the User Content, has no obligation to modify or remove any inappropriate User Content, and has no responsibility for the conduct of the Site users submitting any such User Content. Notwithstanding the foregoing, TeachTown and its designees shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, in TeachTown’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content.

You are solely responsible for your interactions with other Site users. TeachTown reserves the right, but has no obligation, to monitor disputes between you and other Site users and to terminate your Site access if TeachTown determines, in its sole discretion, that doing so is prudent.

XIII. Rules for Sweepstakes, Contests, Raffles, Surveys and Similar Promotions

Any sweepstakes, contests, raffles, surveys, or similar promotions made available through the Site will be governed by specific rules that are separate from and in addition to this Agreement. By participating in any such sweepstakes, contest, raffle, survey, or similar promotion, you will become subject to those rules, which may vary from this Agreement set forth herein. TeachTown urges you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy, which in addition to this Agreement, governs any information you submit in connection with such activities.

XIV. Filtering

Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at http://www.staysafe.org.

XV. Applicable Law; Jurisdiction; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States, without regard to its choice of law provisions. You agree to submit to personal jurisdiction in the State of California and further agree that any cause of action arising from or relating to the use of this Site or this Agreement shall be brought exclusively in the Federal or State Courts residing in California.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TEACHTOWN HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING OR LITIGATION BROUGHT AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT OR THE SITE. IN ADDITION, NEITHER YOU NOR TEACHTOWN SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SITE USERS, OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.     

XVI. Severability; Interpretation

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected. When used in this Agreement, the term "including" shall be deemed to be followed by the words "without limitation."

XVII. Entire Agreement

This Agreement constitutes the entire and only Agreement between TeachTown and each user of this Site with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous Agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of this Agreement.

XVIII. Miscellaneous

The failure of TeachTown and its Affiliated Parties to insist upon strict adherence to any term of this Agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The "Disclaimer; Limitation of Liability" provisions of this Agreement are for the benefit of TeachTown and its Affiliated Parties as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

XIX. Copyright Policy

We respect the intellectual property rights of others and require that Site users do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please forward the following information to TeachTown’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

(a)   A physical signature of the person authorized to act on behalf of the owner of the copyright;

(b)   A description of the copyrighted work that you claim has been infringed;

(c)   A description of where the material that you claim is infringing is located on the Service;

(d)   Your address, telephone number, and email address;

(e)   A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f)   A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

XX. Contact Information

If you have any comments, questions, or complaints regarding this Agreement, or wish to report any violation of this Agreement, please contact us. The link is http://www.teachtown.com/ContactUs, Corporate Office:

TeachTown, Inc.
16461 Sherman Way, Suite 240
Los Angeles, CA 91406
Tel: (800) 283-0165

We will address any issue to the best of our abilities as soon as possible.

©2010 TeachTown, Inc. All rights reserved.