Legal Notes

Acceptance of Terms

Learningwire.comTM welcomes you as a new member of our community! Learningwire.comTM provides this service to you, subject to the following Terms of Service, which may be updated by us from time to time without notice to you. In addition to these terms, both you and Learningwire.comTM shall be subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines are hereby incorporated by reference into the Terms of Service. Learningwire.comTM also may offer other services from time to time that are governed by different Terms of Services.

Description of Service

Learningwire.comTM currently provides users with access to a wide selection of products and services, including, DVDs, VHS movies, software, computers and peripherals, office supplies, and shopping services. Unless explicitly stated otherwise, any new feature that augments or enhances the current services, including the release of new Learningwire.comTM properties, shall be subject to the Terms of Service. You understand and agree that the services is provided "AS-IS" and that Learningwire.comTM assumes no responsibility for the timeliness, deletion, non-delivery or failure to store any user communications or personalization settings. In order to use the services, 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. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device or service.

Your Registration Obligations

In consideration of your use of the services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the services' registration form (such information being the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Learningwire.comTM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Learningwire.comTM has the right to suspend or terminate your account and refuse any and all current or future use of the services (or any portion thereof). For our business, school, school district, and government customers, one main account holder is responsible for creating and maintaining accurate Registration Data. When these users create a main account, they will have the option to create sub-accounts to distribute information to members of their organization and assign purchasing limits. When you create this main account, you certify that you are responsible for the maintenance of this account and all sub-accounts. By adding a sub-account to your "Main Account" with a purchasing limit, you are responsible for all purchases made utilizing any account or sub-account for which you established a purchasing limit. As a measure to further protect your security and tracking mechanisms, ALL purchases from sub-accounts require a purchase order number unless they are completed using a credit card. Accordingly, as the main account holder, it is your sole legal responsibility to determine whether any of the services are appropriate for your organization, and not Learningwire.comTM.

Learningwire.comTM Privacy Policy

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, please see our Privacy Policy.

Member Account, Password and Security

You will receive a password and account designation upon completing the services' 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. As a business, school, school district, or government customer, you are also fully responsible for all activities that occur under your sub-account passwords and accounts. You agree to (a) immediately notify Learningwire.comTM 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. Learningwire.comTM cannot and will not be liable for any loss or damage arising from your failure to comply with this policy.

Member Conduct

Under no circumstances will Learningwire.comTM be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Learningwire.com's services. You agree not to use the services to: upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way; impersonate any person or entity, including, but not limited to, a Learningwire.comTM official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate headers in order to disguise the origin of any content transmitted through the services; upload, post, email or otherwise transmit any 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); upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; 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 (such as shopping rooms) that are designated for such purpose; upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; interfere with or disrupt the services or servers or networks connected to the services, or disobey any requirements, procedures, policies or regulations of networks connected to the services; intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, American Stock Exchange or the NASDAQ, and any regulations having the force of law; "stalk" or otherwise harass another; or collect or store personal data about other users. You agree that you must evaluate, and bear all risks associated with the use of any content. In this regard, you acknowledge that you may not rely on any content created by Learningwire.comTM. You understand that the technical processing and transmission of the services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Information, products, and sevices that are published on Learningwire.com's Web site may not be available to your country.

Indemnity

You agree to indemnify and hold Learningwire.comTM, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including attorney's fees, made by any third party due to or arising out of purchases that you or anyone in your family, business, school, agency or school district made at Learningwire.comTM.

No Resale of Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial reasons, any portion of the services, use of the services, or access to the services.

Modifications to Service

Learningwire.comTM reserves the right at any time and, from time to time, to modify or discontinue, temporarily or permanently, the services (or any part thereof) with or without notice. You agree that Learningwire.comTM shall not be liable to you or to any third party for any modification, suspension, interruption, or discontinuance of the services.

Termination

You agree that Learningwire.comTM, in its sole discretion, may terminate your password, account (or any part thereof) or use of the services, and remove and discard any content within the services, for any reason, including, without limitation, lack of use or if Learningwire.comTM believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Learningwire.comTM may also in its sole discretion and at any time discontinue providing the services, or any part thereof, with or without notice. You agree that any termination of your access to the services under any provision of the Terms of Service may be effected without prior notice, and acknowledge and agree that Learningwire.comTM may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or services. Further, you agree that Learningwire.comTM shall not be liable to you or any third-party for any termination of your access to the services.

Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the services, including payment and delivery of related goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Learningwire.comTM 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 services.

Links

The services may provide, or third parties may provide, links to other World Wide Web sites or resources, and you acknowledge and agree that Learningwire.comTM is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Learningwire.comTM shall not be 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 site or resource.

Learningwire.com's Proprietary Rights

You acknowledge and agree that the services and any necessary software ("Software") used in connection with the services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Learningwire.comTM or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the services or the Software, in whole or in part. Learningwire.comTM grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner of form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the services. You agree not to access the services by any means other than through the interface (Learningwire.comTM Web site) that is provided by Learningwire.comTM for use in accessing the services.

Disclaimer of Warranties

You expressly understand and agree that: Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Learningwire.comTM 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. Learningwire.comTM makes no warranty that (i) the service will meet your requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the service will be accurate and reliable; (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations; and (v) any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the service is done 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 any such material. No advice or information, whether oral or written, obtained by you from Learningwire.comTM or through or from the services shall create any warranty not expressly stated in the Terms of Service.

Limitation of Liability

You expressly understand and agree that Learningwire.comTM shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Learningwire.comTM has been advised of the possibility of such damages), resulting from (i) the use or inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.

Notice

Notice to you may be made via either email or regular mail. The services may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the services.

Trademark Information

Learningwire.comTM, Learningwire, TheLearningwire.com, SmartRewards trademarks and service marks, other Learningwire.com logos, and product and service names are trademarks of Learningwire.comTM, a division of n-Gen Solutions.com,Inc.

General Information

The Terms of Service constitute the entire agreement between you and Learningwire.comTM and govern your use of the service, superceding any prior agreements between you and Learningwire.comTM. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software. The Terms of Service and the relationship between you and Learningwire.comTM shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. You and Learningwire.comTM agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Denver, Colorado. The failure of Learningwire.comTM to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. 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 service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

Violations

Please report any violations of the Terms of Service to our Customer Care group.