IMPORTANT - PLEASE READ CAREFULLY:

The following are the terms and conditions for use of this web site (the "Site") which displays information about Ignite! including, without limitation, information regarding its products and services, targeted markets, support for its products, contact information, and employment opportunities. The Site and any modifications thereof are offered to you by Ignite! under the terms and conditions of this Ignite! Terms of Use agreement (the "Agreement") and any operating rules or policies that may be posted by Ignite! from time to time and that are hereby incorporated into the Agreement. Any new features made available to you by Ignite! that augment or enhance the Site will be subject to the terms and conditions of this Agreement. By viewing, browsing, or using the Site, you represent to Ignite! that you are 18 years of age (or the minimum legal age in the jurisdiction in which you are viewing the Site). Your viewing, browsing, or use of the Site constitutes your acceptance of all such terms, conditions, or notices.

Ignite! may change the terms, conditions, and policies under which the Site is offered at any time without notice to you. The changes will appear in an updated version of the Agreement appearing on the Site. You are responsible for regularly reviewing the Agreement. Your subsequent use of the Site constitutes your acceptance of any changes in the Agreement. You may not modify, alter, or vary the terms of the Agreement without the written approval of Ignite!.

1. MATERIALS ON THE SITE. This Site contains the Content and Opinions and allows for Communications, as defined below.

1.1 CONTENT. The Site may contain information, graphics, images, icons, designs, press releases, brochures, documents, advice, text, data (including but not limited to accounting, financial, technical, contact and project), third parties' endorsements, photographs, pictures, sound, music and other materials (collectively, the "Content"). In addition to your acknowledgement in Section 1.4, you also agree that the Content may be changed, updated or removed without notice. Ignite! may also make improvements and/or changes in the products, services and/or the programs described in this Content at any time without notice.

1.2 OPINIONS. This Site, among other things, may also contain certain discussion forums, customers' opinions and comments about Ignite!'s products and services, feedback, bulletin board services, chat areas, news groups, questionnaires, and surveys (collectively, the "Opinions"). In addition to your acknowledgement in Section 1.4, you understand that the content of the Opinions is provided by and is the responsibility of the user(s) or third party who created or originated such Opinions. Ignite! has no responsibility for the Opinions and is merely providing you access to such Opinions.

1.3 COMMUNICATIONS. The Site provides you with a means, electronic or otherwise, to contact and communicate with, and to send documents and email attachments to, representatives of Ignite! regarding any questions, ideas, feedback, materials or any other information that you may have about the Site, Content, Opinions, or any other matter ("Communications").

1.4 YOUR ACKNOWLEDGEMENT. You acknowledge and agree that:

1.4.1 the Content and Opinions are provided for your convenience and enjoyment;

1.4.2 you may display the Content and Opinions only on your personal computer and print in hard copy portions of this Site for internal non-commercial use only;

1.4.3 the Content, Opinions and Communications may contain errors, omissions, inaccuracies, or outdated information;

1.4.4 Ignite! makes no representation or warranties as to the completeness, accuracy, adequacy, truthfulness, currency or reliability of any Content, Opinions or Communications, and Ignite! is not liable for the lack of any of the foregoing;

1.4.5 Ignite! does not endorse or support the content of any Opinions;

1.4.6 the Communications to and from Ignite! may not be secured and may be accessed by third parties;

1.4.7 Ignite! is not responsible for any portion of the Opinions or of the Communications exchanged between you and Ignite! via email or any other medium;

1.4.8 Ignite! has no obligation to monitor the Opinions, but Ignite! reserves the right at all times to edit, refuse to post, or remove any Opinions in whole or in part for any reason in Ignite!'s sole discretion;

1.4.9 all Communications and Opinions transmitted by you to Ignite! will be treated as non-confidential and non-proprietary; and

1.4.10 any and all of the Communications and Opinions may be disclosed, disseminated or used for any purpose without compensation and without obtaining your permission. You further agree not to send Ignite! any Communications or Opinions that you consider confidential or proprietary.

1.5 ADVICE. You acknowledge that (i) no Content, Communications, Opinions, advice or information, whether oral or written, obtained by you from Ignite! or through the Site will create any warranty, and (ii) it is unreasonable to rely on such Content, Communications, Opinions, advice or information without an independent verification. No business, accounting, financial, legal, or tax advice or counsel is given, nor shall it be deemed to have been given by Ignite!. You should always seek the assistance of a professional for advice on these matters.

1.6 CONTENT LICENSE TO IGNITE!. By sending Ignite! any Communications or Opinions, you hereby (i) grant Ignite! an unrestricted, irrevocable, perpetual, worldwide, royalty-free, transferable, non-exclusive license to use, reproduce, display, perform, modify, transmit and distribute the Communications, Opinions and any portion thereof, and (ii) agree that Ignite! is free to use, for any purpose, any ideas, concepts, designs, images, graphics, know-how or techniques contained in or conveyed by the Communications or Opinions you send to Ignite!. However, Ignite! will not release your name or otherwise publicize the fact that you specifically submitted such Communications or Opinions to Ignite! unless: (a) Ignite! obtains your permission to use your name; (b) Ignite! first notifies you that the Communications, Opinions or any portion thereof will be published or otherwise used with your name on them; or (c) Ignite! is required to do so by a governmental agency or court of law. You can learn more about Ignite!'s privacy practices on the Web by viewing the Ignite! Privacy Policy.

2. YOUR CONDUCT AND OBLIGATIONS.

2.1 ACCESS TO THE INTERNET. In order to use this Site, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, 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 modem or other access device.

2.2 COMPLIANCE WITH THE LAW; UNAUTHORIZED USE OF THE SITE. You agree to abide by all applicable local, state, national, and international laws and regulations. You warrant to Ignite! that you will not use the Site for any purpose that is unlawful or prohibited by the terms, conditions, and notices in the Agreement. By way of example and not as a limitation, you agree that you will not:

2.2.1 resell the Site, Content, Opinions, or Communications for commercial purposes;

2.2.2 use the Content, Opinions, or Communications on the Site for commercial purposes;

2.2.3 interfere with or disrupt networks or sites connected to the Site or violate the regulations, policies, or procedures of such networks;

2.2.4 reproduce, use, or display Ignite!'s trademarks, trade name, logos, or service marks without express written permission of Ignite!;

2.2.5 reproduce (except for the limited purpose provided for in Section 1.4.2), retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the Content or Opinions;

2.2.6 post the Content, Opinions, Communications, or any portion thereof to any newsgroups, mail lists, electronic bulletin boards, or other web sites, without the prior written consent of Ignite!;

2.2.7 "frame" or "mirror" the Content, Opinions, Communications, or any portion thereof contained on or accessible from the Site on any other server or Internet-based device without the express written consent of Ignite! or its licensors, respectively;

2.2.8 upload, post, reproduce, distribute, email, attach, or otherwise transmit through this Site any:

(a) Communications or Opinions that are unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, tortious, obscene, vulgar, pornographic, invasive of another's privacy, hateful, or racially or ethnically objectionable;

(b) Communications, Opinions, or other material, including but not limited to attachments, that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any third party or that violates any contractual or fiduciary relationships;

(c) unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

(d) Communications or Opinions that contain viruses, trojan horses, worms, time bombs, or any other harmful computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunication equipment; or

(e) Communications or Opinions that encourage conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulations;

2.2.9 create a false identity for the purpose of misleading others as to the identity of the sender or origin of the Communications or Opinions; or

2.2.10 express or imply in any way that any content of the Communications or Opinions sent by you is endorsed by Ignite!. If you are deemed by Ignite! to have violated any of the terms of this Agreement, Ignite! may, in its sole discretion, respond accordingly, including but not limited to refusing any and all current or future use of the Site or any portion thereof.

2.3 INTERNATIONAL AND EXPORT LAWS. If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Content, Opinions, or Communications. You acknowledge and agree that the Content, Opinions and Communications may be subject to the U.S. Export Administration Laws and Regulations, and that diversion of the Content, Opinions or Communications contrary to U.S. law is prohibited. You agree to comply strictly with all U.S. export laws.

2.4 GLOBAL AVAILABILITY. Information published by Ignite! on the World Wide Web or on this Site may contain references or cross references to Ignite! products, programs and services that are not announced or available in your country. Such references do not imply that Ignite! intends to announce such products, programs, or services in your country.

3. COPYRIGHT NOTICE. The Content, its selection and arrangement, and all page headers, custom graphics and button icons displayed on the Site (collectively "Ignite! Copyrighted Works") are the copyrighted work(s) of Ignite!, and are protected by intellectual property laws. If you believe that:

3.1 Ignite! has violated either your or a third party's works in a way that constitutes copyright infringement,

3.2 any of the Ignite! Copyrighted Works on the Site infringes on either your or a third party's copyright, or that

3.3 any of the Ignite! Copyrighted Works is harmful, unlawful, threatening, abusive, harassing, defamatory, libelous, tortious, obscene, vulgar, pornographic, invasive of another's privacy, hateful or racially or ethnically objectionable, please provide Ignite!'s copyright agent the following information:

3.3.1 an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

3.3.2 a description of the copyrighted work that you claim has been infringed or a description of the Content that you claim is harmful, unlawful, or otherwise objectionable;

3.3.3 a description of where the material that you claim is infringing is located on the Site;

3.3.4 your address, telephone number, and email address;

3.3.5 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

3.3.6 a statement made by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Ignite's copyright agent for notice of claims of copyright infringement or of Content that is harmful or otherwise objectionable on the Site is Brad Beam who can be reached as follows:

By mail:
Copyright Agent c/o Ignite! Learning
4030 W. Braker Lane; Suite 175
Austin, TX 78759

By phone:
512.697.7000

By facsimile:
512.697.7001

By e-mail:
info@ignitelearning.com

4. PROPRIETARY RIGHTS. All rights, title, and interest in and to the Site, Ignite! Copyrighted Works (including but not limited to the Content), Ignite! Marks, and all related information, documents, files, and other materials (including all intellectual property and proprietary rights therein developed in connection with the Site) ("Intellectual Property") are and shall remain with Ignite!. Trademarks, trade names, logos, and service marks other than the Ignite! Marks mentioned or displayed on the Site ("Third Party Marks") are the property of their respective owners. Except as provided for in this Agreement, no rights or implied licenses in the Intellectual Property or the Third Party Marks are granted to you by this Agreement or use of the Site.

5. THIRD PARTIES.

5.1 LINKS. The Site may contain hyperlinks or references to other web sites or resources which are not under the control of or maintained by Ignite! (collectively "Third Party Sites"). You acknowledge that Ignite! (i) is not responsible for the availability of such Third Party Sites; (ii) does not endorse or is responsible for any content, advertising, products, or other materials on or available from such Third Party Sites; and (iii) is not 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 Third Party Sites. You understand that it is your responsibility to take precautions to ensure that whatever you select for your use from or through Third Party Sites is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

5.2 ADVERTISEMENTS. You acknowledge that Ignite! may use or work with third parties who display advertisements on the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers found on the Site, including payment 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 Ignite! will 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.

6. DISCLAIMER OF WARRANTIES.

6.1 YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, CONTENT, OPINIONS AND THE COMMUNICATIONS ORIGINATED BY IGNITE! ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IGNITE! 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 OF THIRD PARTY RIGHTS.

6.2 IGNITE! MAKES NO WARRANTY THAT: (1) THE SITE, CONTENT, OPINIONS, OR COMMUNICATIONS, OR ANY INFORMATION INCLUDED IN, OR MADE AVAILABLE THROUGH, THE SITE WILL MEET YOUR REQUIREMENTS; (2) THE SITE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE, OR ERROR-FREE; (3) THE CONTENT, OPINIONS, COMMUNICATIONS, RESULTS, OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE INCLUDING, WITHOUT LIMITATION, THROUGH THE HYPERLINKS TO THE WEB SITES OF THIRD PARTIES, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERROR IN THE SITE WILL BE CORRECTED.

6.3 Any Content or Opinions obtained or Communications transmitted through the use of the Site are done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from obtaining any such material.

6.4 Some jurisdictions do not allow the exclusion of certain warranties; therefore, some of the above exclusions may not apply to you.

7. INDEMNITY. You agree to defend, indemnify, and hold Ignite!, its parent, subsidiaries, affiliates, officers, and employees harmless from and against any claim, loss, demand, or liability (including but not limited to court costs, attorneys' fees, and experts' fees) made by any third party due to or arising out of: (i) the Communications or any portion thereof sent by you to Ignite!; (ii) your misuse of the Site, Ignite! Copyrighted Works (including but not limited to the Content), Opinions, or Communications; (iii) your infringement or violation of any intellectual property right or other right of any person or entity; (iv) your violation or breach of Sections 2.2 (Compliance with the Law; Unauthorized Use of the Site) or 2.3 (International and Export Laws); or (v) ANY NEGLIGENT OR GROSS NEGLIGENT ACT OR OMISSION CAUSED OR CONTRIBUTED TO BY EITHER PARTY HERETO, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, AND EVEN IF DUE IN PART TO BREACH OF CONTRACT OR WARRANTY, VIOLATION OF THE TEXAS DECEPTIVE TRADE AND PRACTICES ACT, OR STRICT LIABILITY WITHOUT REGARD TO FAULT, EXCEPT THAT YOU ASSUME NO LIABILITY FOR THE SOLE NEGLIGENCT ACTS OF IGNITE!, ITS OFFICERS, AGENTS, OR EMPLOYEES.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT WILL IGNITE! BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXTRAORDINARY OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE SITE, CONTENT, OPINIONS OR COMMUNICATIONS, EVEN IF IGNITE! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IGNITE!'S LIABILITY ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY) IN ANY WAY CONNECTED WITH THE SITE EXCEED FIFTY DOLLARS (US$50) IN THE AGGREGATE.

8.2 Some jurisdictions do not allow the exclusion or the limitation of liability for incidental or consequential damages. Therefore some of the above limitations may not apply to you.

8.3 IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, IGNITE! COPYRIGHTED WORKS, CONTENT, OPINIONS, COMMUNICATIONS, OR ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE (AND, WITH RESPECT TO THE COMMUNICATIONS, DISCONTINUE YOUR COMMUNICATIONS OR CONTACT WITH IGNITE!).

9. TERMINATION.

9.1 TERMINATION. Ignite! may terminate your use of or access to the Site and the related services or any portion thereof for any duration at any time without notice. You agree that Ignite! will not be liable to you for discontinuation or suspension of your use of or access to the Site.

9.2 SURVIVAL OF TERMS. The following provisions will survive any termination or expiration of this Agreement: Sections 1.6 (Content License to Ignite!), 4 (Proprietary Rights), 6 (Disclaimer of Warranties), 7 (Indemnity), 8 (Limitation of Liability), 9 (Termination), and 10 (General Provisions).

10. GENERAL PROVISIONS.

10.1 GOVERNING LAW AND JURISDICTION. The Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Travis, Texas, and the Austin Division of the United States District Court for the Western District of Texas.

10.2 LIMITATION OF ACTIONS. 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 Site, Content, Opinions, Communications or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10.3 NO AGENCY OR ASSIGNMENT. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between you and Ignite!. You may not assign or sublicense any rights granted under this Agreement. Ignite! may assign this Agreement and the rights and obligations hereunder without your consent.

10.4 WAIVER. The failure of Ignite! to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Ignite! in writing.

10.5 SECTION HEADINGS. The section headings in the Agreement are used solely for the convenience of the parties and have no legal or contractual effect.

10.6 SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be invalid, then such provision will be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions remaining in full force and effect.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Ignite! with respect to the Site and supersedes all prior or contemporaneous communications or agreements, oral or written, between you and Ignite! with respect to the subject matter contained in the Agreement.