2. Ownership of the Information, Materials and Software Comprising the Website

2.1 BY POSTING MATERIAL TO THE TASKSTREAM SITE USERS WILL NOT SURRENDER ANY INTELLECTUAL PROPERTY RIGHTS THEY MAY HOLD IN THE POSTED MATERIALS. THEY WILL, HOWEVER, GRANT A LICENSE TO USE THE MATERIALS TO TASKSTREAM AS SET FORTH BELOW IN SECTION 2.3.

2.2 You expressly acknowledge and agree that the Website contains information, text, software, photos, video, graphics, music, sounds and other material (called "Materials") that are protected by proprietary rights throughout the world, including but not limited to copyright, trademark rights and patent rights (called "Intellectual Property Rights"). These Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later, and that all right, title and interest in and to these Materials, including but not limited to all Intellectual Property Rights, belong solely and exclusively to TaskStream or its licensors (including, but not limited to, End-Users. Please see 2.3 below).

2.3 Certain areas of the Website are provided for users to post and exchange ideas and information. TaskStream does not take responsibility for any Materials posted or exchanged by users on the Website. The views and opinions expressed therein do not necessarily reflect those of TaskStream or its content providers or licensors. If you make use of this facility you hereby represent and warrant that you have all necessary rights in and to any Materials you post and exchange on the site, and that in doing so you will not infringe on any personal or proprietary rights of any third parties. Further, you understand that by posting or exchanging any Materials on the Website, you will be making these Materials fully accessible and available to third parties, who may be able to reproduce, distribute or alter these items. You hereby represent that doing any of these things in relation to the items you post or exchange will not infringe the rights of any third parties.

By using this facility, and by posting any information, in any form whatsoever, to the Website, you grant TaskStream a royalty-free, irrevocable, sublicenseable, non-exclusive, perpetual and irrevocable license -- solely as specifically directed by you -- to use, reproduce, adapt, publish, broadcast, translate, create derivative works from, perform and display content posted by you and other End Users, in any medium, using any technology now in existence or hereinafter invented.

TASKSTREAM SHALL USE SUCH LICENSE FOR THE SOLE PURPOSE OF PROVIDING INFORMATION AND SERVICES TO THE USERS OF TASKSTREAM PURSUANT TO THEIR SUBSCRIPTION.

2.4 In the event that you are of the view, or are in possession of any information concerning the infringement of the rights of any third party by the presence of any Materials on the Website, please notify TaskStream at the following contact details:

Mr Aitken Thompson
248 West 35th Street
New York, NY 10001
Info@TaskStream.com

2.5 You hereby acknowledge that the Website is for educational purposes only. Therefore, you agree to use the Website for such purposes and not to post any inappropriate Materials on the Website. TaskStream reserves the right to remove any item which, in the view of TaskStream, is inappropriate for the Website. By way of illustration, and not limitation, such Material includes material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or racially, ethnically or otherwise objectionable

3. Use of the Information and Materials on the Website

3.1 The license granted herein is nonexclusive, personal to you and nontransferable. One User ID and Password is issued for your use alone. This User ID/Password may not be shared. If you are under the age of 18, you represent that you have obtained your parent’s or legal guardian’s consent to register for the services offered on this Website. Users under the age of 13 are strictly prohibited from using this site, unless they have received written permission from their parent, legal guardian or a teacher, and have forwarded such written permission to TaskStream at the below address:

Mr. Aitken Thompson
248 West 35th Street
New York, NY 10001

3.2 You may access and use the Website from any computer at any location where there is an Internet connection. Further, you may store between a certain amount of your materials on the Website for no additional charge. You may purchase additional storage space at the prices quoted in the File Storage area of the TaskStream Mybrary.

3.3 Materials from the Website are intended for use by End Users only, and strictly within a classroom teaching context. You shall not be entitled to use the Materials as anything other than a teaching aid or point of reference for classroom activities.

3.4 Copyright law limits the rights of End Users to reproduce, use, sell, transmit, publish, broadcast, or otherwise disseminate or distribute Materials from the Website to anyone, including but not limited to others in the same company, school, college or other organization, whether or not for a charge or other consideration, including but not limited to use in connection with the sale, retransmission, distribution, publication, broadcasting, circulation or other dissemination, for any purpose, whether commercial or otherwise, without the express prior written permission of the Copyright owner or TaskStream. The Website is a forum in which End Users may provide information useful to teachers and educators. Therefore, although the underlying purpose of the Website is to provide a forum for the development of educational resources, TaskStream cannot guarantee to you that the reproduction and dissemination of information provided by other End Users will not constitute an act of copyright infringement. If you engage in any of the actions set out in this Section 3.4, you will be doing so entirely at your own risk.

4. Privacy

Any information concerning your use of the Website will be obtained, held and dealt with in accordance with the Privacy Policy of TaskStream, which is available on the Website (the “Privacy Policy”). By registering with TaskStream you agree that you are acquainted with the terms and conditions of the Privacy Policy, and accept them in their entirety. You acknowledge that TaskStream may use such mechanisms to monitor your use of the Website as set out in the Privacy Policy, and may share such data with third parties, also in accordance with the Privacy Policy. TaskStream may retain data collected from you after the termination of your subscription, provided that it will not make use of such data save than in accordance with the Privacy Policy. By using the Website, you are agreeing that TaskStream may collect, use, sell, license and otherwise distribute demographic data about Subscribers in aggregated form (so that no Subscriber is personally identifiable) to assist in market evaluation and for other purposes as reasonably determined by TaskStream, in accordance with the Privacy Policy. All references to “this Agreement” in this Agreement shall include a reference to the Privacy Policy.

5. This Agreement and Changes to It

5.1 TaskStream may change any of the terms in this Agreement at any time. Changes will become effective when TaskStream posts the modified Agreement on the Website. The End-User License link will be flagged any time changes are posted. If you do not agree to the changes, you may cancel your subscription to the Website in the way described in Section 7. Continued use of this Website by you or any other subscriber under your license constitutes acceptance of the terms of the modified Agreement.

5.2 This Agreement is the entire agreement between TaskStream and you with respect to the Website. Headings in this Agreement are for your convenience only and do not have any legal meaning or effect. If any part of this Agreement is invalid, the rest of this Agreement will remain in effect. If TaskStream waives or fails to enforce any term or condition of this Agreement on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce will not mean that it must waive or cannot enforce such term or condition on any other occasion, or any other term or condition of this Agreement. The meaning of this Agreement cannot be changed by your or TaskStream's conduct, even if repeated, or by any custom or practice of others engaged in the same or similar businesses.

6. Changes to Website

TaskStream may change or discontinue any portion, feature or content of the Website at any time with or without notice to you. Likewise, TaskStream may at any time, with or without notice to you, restrict the use and accessibility of the Website as well as limit the duration and amount of use made of the Website.

7. Subscription Rates, Other Charges, and Payment

TaskStream may change the rates it charges for use of the Website (“Subscription Rates”) or add new Subscription Rates for parts of the Website that were previously free at any time. Such changes shall be effective immediately with respect to new subscriptions and renewals. Subscription payments are non-refundable.

8. Your Other Responsibilities Concerning Subscription to the Website

8.1 By subscribing to the Website under this Agreement, you certify to TaskStream that:

8.1.1. the information you have provided to TaskStream in order to register as a Subscriber is complete, accurate and current;

8.1.2. you will notify TaskStream within 15 days of any change in your Subscriber information;

8.1.3. that you will not share your User ID(s) and Password(s);

8.1.4. that you are over the age of 18, or if you are under the age of 18 you have obtained the permission of your parent or legal guardian to subscribe for the services offered on this Website; and

8.1.5. that you are not, under any circumstances other than those set forth in Section 3.1 herein, under the age of 13 and

8.1.6. that you reviewed, and have accepted the terms and conditions of the Privacy Policy.

8.2 If any of these certifications is or becomes untrue, or if you do not comply in full with these requirements, TaskStream has the right to suspend and/or terminate your subscription to the Website.

8.3 You are responsible for complying with all terms and conditions of this Agreement, as modified from time to time, and with any other rules and regulations of which TaskStream gives you notice. You are also responsible for obtaining and using all computer hardware and software required for your access to and use of the Website and for any charges incurred for your own access to the Website through an Internet access provider or other third party website.

8.4 You are responsible for all uses of the Website using your User ID and Password, whether the use is by you personally or by someone else. You are responsible for protecting and securing your User ID and Password from unauthorized use and disclosure. In the event that you become aware of or believe there has been any breach of the Website, such as the theft or unauthorized use of your User ID and Password, you will notify TaskStream immediately.

8.5 You agree to provide your cooperation with TaskStream in responding to a poll (which may be conducted no more than quarterly) designed to measure and ascertain the use of the Website by End Users. All information obtained from such polls will not be user-specific, and shall be dealt with strictly in accordance with TaskStream’s Privacy Policy.

8.6 TaskStream is designed solely for use as part of the educational process among teachers and students. TaskStream is not intended to be used as a distribution or download service over the Internet outside of such processes. TaskStream accounts and the features and services that make up TaskStream’s tools are limited in terms of the bandwidth for network traffic and disk utilization for storage allocated to them. Widely exceeding reasonable bandwidth or capacity based on TaskStream’s clients normal usage patterns is prohibited. If there is excess usage on your account, TaskStream reserves the right to temporarily disable access your account. Repeated violations may result in termination of your account.

9. Termination of Access

9.1 TaskStream may terminate this Agreement immediately upon the expiration or termination of any subscriber agreement governing the relationship between the entity that paid for your subscription and TaskStream.

9.2 If you are a subscriber your subscription commences the day you submit the subscription form and runs for the duration agreed upon by TaskStream and the entity paying for the subscription. Your obligations under this Agreement will exist until said term expires or this Agreement is terminated or expires.

If you are a guest subscriber, your subscription commences the day your account is activated and runs for the following 14 days or earlier at TaskStream's sole discretion.

9.3 You may terminate this Agreement, and your rights to use the Website and your registration as an End user, at any time, and in your discretion, by notifying TaskStream of your decision to terminate your Subscription.

9.4 TaskStream may, in its sole and absolute discretion, and with or without notice, suspend your access to all or any part of the Website, or terminate this Agreement and thus your rights to use the Website, for any conduct or use (whether by you or anyone else having access under your User ID and Password) that TaskStream believes is a violation of this Agreement or for any other conduct or use that TaskStream believes is harmful to other Subscribers, TaskStream's content providers, or to the Website or the interests of TaskStream.

10. Your Remedies

10.1 If a currently valid User ID or Password fails to allow access to the Website, TaskStream's entire liability to you, and your sole and exclusive remedy, regarding the use of the Website shall be the issuing of a new User ID or Password.

10.2 Your sole right of recourse with respect to any disagreement or dissatisfaction with (a) this Agreement, as modified from time to time; (b) access to, use of, or performance of the Website, or (c) any Materials from or content accessible through the Website, is to terminate your subscription registration as an End User as provided for in Section 9.3.

11. Disclaimer of Warranties

11.1 THE WEB SITE AND ALL INFORMATION, MATERIALS AND SOFTWARE ACCESSIBLE THROUGH THE WEB SITE ARE PROVIDED ON AN "AS-IS," "AS-AVAILABLE" BASIS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO PRODUCTS OR WEB SITES FURNISHED TO END USERS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE WEB SITE. TASKSTREAM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.2 Use of the Website is at the sole risk of End Users. TaskStream does not warrant that the Website will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Website, or as to the accuracy, reliability, completeness, or content of any information or Materials, Website, software or merchandise that may be provided through the Website. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a TaskStream employee, reseller or other representative or otherwise, which is not contained in this agreement shall be deemed to be a warranty by TaskStream for any purpose or give rise to any liability of TaskStream whatsoever, and Subscriber agrees that it will not rely on any such statement, information or advice.

11.3 Where TaskStream is a distributor, rather than a publisher, of the Materials accessible through the Website, TaskStream exercises no more editorial control over such Materials than does a typical public library, bookstore or newsstand. The views and opinions expressed in such information do not necessarily reflect those of TaskStream or its content providers or licensors. Neither TaskStream nor its content providers or licensors make any warranties or representations regarding the accuracy, adequacy, truthfulness, completeness, or usefulness of such information.

11.4 Any dealings with advertisers on the Website or participation in any promotions and any other terms, conditions, warranties or representations made by such advertisers are solely between the End User and such advertiser. TaskStream has no responsibility or liability for any part of any such dealings or promotions. Any links provided from the Website are to sites not under control of TaskStream, and TaskStream in no way endorses or shall have any liability arising from such sites or the products or services offered therein. TaskStream does not endorse any such linked sites.

12. Limitation of Liability

12.1 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TASKSTREAM BE LIABLE TO END USERS OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF TASKSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEB SITE INCLUDING, BUT NOT LIMITED TO, RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEB SITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEB SITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR WEB SITES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES TASKSTREAM'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Indemnification by You

You agree to defend, indemnify and hold harmless TaskStream from any claims and expenses, including reasonable attorney's fees, related to any violation of this Agreement by your use of the Website, or in connection with the placement or transmission by you of any material on the Website except as expressly authorized in this Agreement.

14. Compliance with United States Export Requirements

This Agreement and your use of the Website are subject to any laws, regulations, orders or other restrictions on export from the United States of America of certain materials and technical data which may be imposed from time to time by the U.S. Government. Therefore, you will not transfer, directly or indirectly, by electronic means or otherwise, any Materials or information contained therein, or any direct products thereof, to any country, or to any agent, representative, or foreign national of any country, for which the U.S. Government or any agency thereof requires an export license or other governmental approval at the time of export without first obtaining such license or approval.

15. Notices

TaskStream may give notice to you by electronic mail, by a posting on the Website, or by conventional mail. Notice by TaskStream shall be effective on the date that TaskStream makes a good faith effort to reach you. You shall give notice to TaskStream as stated below. Notice by you shall be effective on the date that TaskStream actually receives the notice.

via telephone: 1-800-311-5656 or 1-212-868-2700
via e-mail: Info@TaskStream.com
via U.S. mail: 248 West 35th Street, New York, NY 10001

16. Miscellaneous

16.1 This Agreement is personal to you, and you may not assign, transfer or delegate your rights or obligations to anyone. This Agreement, your and TaskStream's rights and obligations, and any disputes or disagreements regarding the Website will be governed by the laws of the U.S. and the State of New York that govern contracts wholly entered into and wholly performed within New York. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any and all actions, disputes or controversies relating to the Agreement or the Website will be decided by the courts of the State of New York and the U.S. located in New York, New York, and you consent to the jurisdiction and venue of those courts and irrevocably consent to service of process, delivered personally or mailed by certified or registered mail, return receipt requested, at the address set forth in your Subscriber information.

16.2 In the event that any provision of this Agreement is held to be invalid or unenforceable, pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

16.3 You acknowledge that TaskStream will be irreparably harmed by any breach of this Agreement by you or by your unauthorized use of the Materials or the Website and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that TaskStream shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of this Agreement by you or by your unauthorized use of the Materials or the Website.