TERMS OF USE

www.carnegielearning.com, the Carnegie Learning Web Site (and subordinate websites) is provided free of charge to you by Carnegie Learning, Inc. ("Carnegie Learning") under these Terms of Service. Although portions of www.carnegielearning.com (and subordinate websites) may be viewed simply by visiting the Site, in order to access various community areas and/or receive additional services from Carnegie Learning you need to sign on as a guest or register as a member. If you sign on to www.carnegielearning.com as a guest, these Terms of Service will govern your use of www.carnegielearning.com (or a subordinate website), including access to community areas, message boards and other features. If you register as a member of a Carnegie Learning online community, these Terms of Service will govern your use of www.carnegielearning.com (and subordinate websites), including access to community areas, message boards, and other features.

BY SIGNING ON TO WWW.CARNEGIELEARNING.COM (AND SUBORDINATE WEBSITES) AS A GUEST AND/OR COMPLETING THE REGISTRATION PROCESS AND SELECTING THE "LOG IN" OPTION, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME.

(i) by notifying Carnegie Learning, Inc. of your unwillingness to accept the changes to the Terms of Service; and

(ii) by discontinuing your use of wwww.carnegielearning.com. Your continued use of www.carnegielearning.com will signify your acceptance of any change in the terms and conditions set forth herein.

From time to time Carnegie Learning, Inc. may supplement these Terms of Service with additional terms pertaining to specific content or events, ("Additional Terms"), which Additional Terms may be placed on www.carnegielearning.com to be viewed in connection with the specific content or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms of Service.

When you register for www.carnegielearning.com, you will be required to provide Carnegie Learning, Inc. with the following information: your name, email address, School, School District, and password. In addition, you may choose whether other members of www.carnegielearning.com can view your information when logged in to www.carnegielearning.com

Any information provided by you or gathered by Carnegie Learning, Inc. or third parties during any visit to www.carnegielearning.com shall be subject to the terms of Carnegie Learning's Privacy Policy, which is incorporated herein by reference. Click here if you wish to read Carnegie Learning's Privacy Policy.

Carnegie Learning, Inc. reserves the right to offer you third party services and products based on the preferences that you identify during the registration process and based on your subsequent preferences; such offers may be provided to you by Carnegie Learning, Inc.

Carnegie Learning, Inc. reserves the right to terminate your www.carnegielearning.com account if Carnegie Learning, Inc. learns that you have provided Carnegie Learning, Inc. with false or misleading registration information.

Carnegie Learning, Inc. reserves the right, at its sole discretion, to immediately, without notice to suspend or terminate (i) these Terms of Service; (ii) your registration with or ability to access www.carnegielearning.com and/or any other service provided to you by www.carnegielearning.com upon any breach by you of these Terms of Service.

Carnegie Learning, Inc. may modify these Terms of Service from time to time in its sole discretion. Each time you log on to www.carnegielearning.com (or any subordinate web sites), you will be deemed to have accepted any such changes.

Carnegie Learning, Inc. may modify or discontinue www.carnegielearning.com (or any subordinate web sites) with or without notice to you and without liability to you or any third party.

You alone are responsible for the content of your messages, and the consequences of any such messages. Carnegie Learning, Inc. reserves the right to terminate your registration if it becomes aware and determines, in its sole discretion, that you are violating any of the following guidelines.

Any use by you of any other subscriber's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing) is prohibited. Any such use shall be deemed to be a violation of these Terms of Service. www.carnegielearning.com is to be used by you for your personal use only. Commercial uses of www.carnegielearning.com are strictly prohibited unless prior written consent from Carnegie Learning, Inc. has been granted. You agree that you will not use www.carnegielearning.com for chain letters, junk mail, 'spamming,' solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list.

You agree not to impersonate any other person or entity, whether actual or fictitious, including impersonating an employee or consultant of Carnegie Learning, Inc. You further agree not to use an inappropriate member name of any kind.

You agree not to post or use www.carnegielearning.com to distribute or send any illegal material of any kind, including but not limited to, illegal material in the form of text, graphics, video, programs or audio. Posting content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited.

You acknowledge that

(i) Carnegie Learning, Inc. permits access to content that is protected by copyrights, trademarks and other intellectual and proprietary rights ("Rights");

(ii) these Rights are valid and protected in all media and technologies existing now or later developed; and

(iii) except as explicitly provided otherwise, the Terms of Service and applicable copyright, trademark and other laws govern your use of such content. You may not post to www.carnegielearning.com, copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material subject to any Rights. The burden of determining that any information, software, images or any other content on www.carnegielearning.com is not protected by Rights rests with you.

By submitting content, which shall include your member name, to any "public area" of www,carnegielearning.com (or subordinate websites), including message boards, forums, contests and chat rooms, you grant Carnegie Learning, Inc. and its affiliates a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any Rights that may exist in such content. You also warrant that the holder of any Rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any subscriber to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content placed on www.carnegielearning.com (or subordinate websites) retains any and all Rights that may exist in such content.

ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, BY SUBMITTING CONTENT TO ANY MESSAGE BOARDS, CHATS, EXPERT AREAS, QUESTION AND ANSWER FORUM, SWEEPSTAKES, CONTESTS OR ANY OTHER AREA ON WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES), YOU HEREBY EXPRESSLY PERMIT Carnegie Learning, Inc. TO IDENTIFY YOU AS THE CONTRIBUTOR OF SUCH CONTENT TO THE CONTEST IN ANY PUBLICATION IN ANY FORM, MEDIA OR TECHNOLOGY NOW KNOWN OR LATER DEVELOPED IN CONNECTION WITH THE CONTENT, UNLESS YOU HAVE SPECIFIED IN YOUR REGISTRATION (OR AT A LATER TIME) THAT YOU DO NOT WISH YOUR MEMBER INFORMATION TO BE MADE PUBLIC.

You are responsible for maintaining the confidentiality of your Information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify Carnegie Learning, Inc. of any unauthorized use of your registration or password.

YOU EXPRESSLY AGREE THAT USE OF WWW.CARNEGIELEARNING.COM IS AT YOUR SOLE RISK. CARNEGIE LEARNING, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

CARNEGIE LEARNING, INC. MAKES NO WARRANTY THAT WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO WWW.CARNEGIELEARNING.COM (OR SURBORDINATE WEBSITES) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CARNEGIE LEARNING, INC. MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES). CARNEGIE LEARNING, INC. WILL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER FORSEEABLE OR NOT, WHICH MAY RESULT FROM THE UNAVAILABILITY OR MALFUNCTION OF WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES).

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

YOU UNDERSTAND AND AGREE THAT CARNEGIE LEARNING, INC. DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN OR PROVIDED IN CONNECTION WITH WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES). CARNEGIE LEARNING, INC. IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. THE INFORMATION IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER CARNEGIE LEARNING, INC. NOR ITS MEMBERS, WHILE SUCH MEMBERS ARE PARTICIPATING IN WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES), ARE ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. CARNEGIE LEARNING, INC. ENCOURAGES YOU TO SEEK APPROPRIATE PROFESSIONAL ADVICE OR CARE FOR ANY SITUATION OR PROBLEM WHICH YOU MAY HAVE.

CARNEGIE LEARNING, INC. SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES). YOUR PARTICIPATION IN WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARNEGIE LEARNING, INC. OR THROUGH WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES), IT'S EMPLOYEES, CONSULTANTS AND/OR EXPERTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

CARNEGIE LEARNING, INC. MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) OR ANY TRANSACTIONS ENTERED INTO THROUGH WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES).

CARNEGIE LEARNING, INC IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WORLD WIDE WEB PAGES THAT IS CONTAINED OUTSIDE CARNEGIE LEARNING'S SITE. As a convenience to our members, we may provide links to resources which are beyond our control. We make no representations as to the quality, suitability, functionality or legality of any sites to which we may provide links, and you hereby waive any claim you might have against Carnegie Learning, Inc. with respect to such sites.

CARNEGIE LEARNING, INC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH WWW.CARNEGIELEARNING.COM (OR SUBORDINATE WEBSITES) OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF CARNEGIE LEARNING, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify and hold each of Carnegie Learning, Inc., their parents, subsidiaries, affiliates, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of www.carnegielearning.com (or subordinate websites), the violation of these Terms of Service by you, or the infringement by you, or any other subscriber of your account, of any intellectual property or other right of any person or entity.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to its conflict of laws provisions. By registering for or entering www.carnegielearning.com (or subordinate websites), you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in Pittsburgh, Pennsylvania.

In the event that Carnegie Learning, Inc. determines, at its sole discretion, that you have breached any portion of these Terms of Service, or have otherwise demonstrated conduct inappropriate for the community of www.carnegielearning.com (or subordinate websites), Carnegie Learning, Inc. reserves the right to

(i) warn you via e-mail that you have violated these Terms of Service;

(ii) delete any content provided by you or your agent(s) to www.carnegielearning.com (or subordinate websites);

(iii) delete all content provided by you to www.carnegielearning.com (or subordinate websites);

(iv) discontinue your registration with www.carnegielearning.com (or subordinate websites) and/or any other Carnegie Learning, Inc. community;

(v) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(vi) any other action which Carnegie Learning, Inc. deems to be appropriate.

In the event that any provision of the Terms of Service conflicts with the law under which the Terms of Service are to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Service, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Service will remain in full force and effect.

The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Service or to exercise any right under the Terms of Service will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

Carnegie Learning, Inc. may assign its rights and obligations under these Terms of Service and upon such assignment Carnegie Learning, Inc. may be relieved of any further obligation hereunder.

You represent to Carnegie Learning, Inc. that you have the authority to register with www.carnegielearning.com (or subordinate websites) according to these Terms of Service.

These Terms of Service and any Additional Terms (as such terms shall be identified when posted on www.carnegielearning.com (or subordinate websites) by Carnegie Learning, Inc.) constitute the entire understanding between the parties as to subject matter hereof, and supersede all prior agreements and understandings. Any legally unenforceable provision of these Terms of Service will, at the election of Carnegie Learning, Inc., be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Service will remain valid and enforceable.

Carnegie Learning, Inc. reserves the right to charge fees, surcharges and/or membership fees at any time upon thirty (30) days prior written notice to you.