1. OUR SERVICE.

1. CampusGRID ("we") will provide your school with our standard service (the "Standard Service") for the fees listed in our fee schedule, or as quoted directly to you. This Standard Service shall include hosting a web site (your "School Web Site") via our server-based application, and providing tools for you to create and manage your web site and web pages. Our service includes optional security features with which you can limit who has the authority to create and post web pages, and who may view certain webpages, or the site as a whole. We also provide a feature allowing you to review and approve web pages before they are posted.
2. We may make improvements and changes to the Standard Services or other services from time to time. We will make a reasonable effort to notify you via e-mail of any significant change in the Standard Service before the change is made including any change in the charge for the Standard Service. In addition to the Standard Service, we may also offer other additional services. For some of these, we may charge a fee for their use. These additional services will be optional and you will not be required to use them in order to use the Standard Service. All services we provide will be governed by these Terms of Service.
3. You will receive a maximum of 50 MB of disc space to store files that are for use your School Web Site. After first giving you notice, we may periodically purge files that are not used in your School Web Site, to reduce consumption of the storage resources of our service.

2. OUR PRIVACY POLICY.

1. Except as provided in these Terms of Service, we will never intentionally disclose to a third party personally identifiable information about you or your students without first receiving your permission. We will only disclose personally identifiable information about you or your students that is not publicly available to a third party (i) if we determine in good faith that such disclosure is reasonably necessary to comply with the law, or (ii) to enforce the Terms of Service. "Publicly Available," as used in these Terms of Service, means that someone on the Internet can gain access to the information without using a password.
2. Except as limited by these Terms of Service and the Children's Privacy Agreement, if applicable, we may gather and distribute any information that is Publicly Available on your School Web Site, including personally identifiable information. This information might include, for example, the classes and other services you describe on your Web Site, your operating hours, your school address, your URL, and your school contact information.
3. We may also create a database of Publicly Available information from your web site with the express purpose of increasing awareness of and access to your School Web Site.
4. We may disclose to third parties certain aggregate information contained in your registration data or related data that does not include personally identifying information.
5. We will make every reasonable effort to protect the security of your School Web Site from intrusion by third parties. These efforts include providing features in the Web Site itself that will assist you in securing your School Web Site from unauthorized access or tampering. Notwithstanding our efforts, the Internet is not a totally secure environment, and we make no warranty that your School Web Site will be completely secure from tampering, or access by unauthorized individuals.

3. YOUR OBLIGATIONS.

1. You will obtain your own access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with that access. You will provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
2. You will fill in the data requested in the online Registration form, and submit it when requesting a site from us. You will provide a valid address, phone number and signature authority for the school. We may, at our discretion, call to verify the authenticity of this data and that the school has approved this agreement.
3. You will maintain and promptly update the Registration Data to keep it accurate, current and complete.
4. Your CampusGRID School Web Site will be your school's web site.
5. You are solely responsible for regulating who uses your School Web Site. You are also solely responsible for protecting the confidentiality of the passwords needed to access your School Web site. We strongly suggest that you follow good security practices in assigning, using and safeguarding these passwords.
6. In order to administer the Service, you agree that CampusGRID or its employees may have access to any portion of the site or to any content placed there by you or your users.
7. Content:
1. All information, data, text, software, music, sound, photographs, graphics or other materials on your School Web site (collectively, the "Content"), whether publicly posted or privately transmitted, are the sole responsibility of you and the person or organization from which such Content originated. This means that you, and not CampusGRID, are entirely responsible for all Content that you upload, post or otherwise transmit via our service. We do not control the Content posted via the Internet and, do not make any representation regarding the accuracy, integrity or quality of such Content.
2. You agree that neither you, nor anyone with access to our service through your School Web Site, will upload, post or otherwise transmit any Content through our service that:
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• harms minors in any way;
• impersonates any person or entity, including, but not limited to, a CampusGRID official, or falsely states or otherwise misrepresents your affiliation with a person or entity;
• forges headers or otherwise manipulates identifiers in order to disguise the origin of any Content;
• uploads, posts or otherwise transmits any Content that you are prohibited from transmitting by 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);
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or
• constitutes 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.
3. You further agree that neither you, nor anyone with access to our service through your equipment or your School Web Site will:
• reverse engineer, reverse compile or otherwise attempt to derive the underlying source code or structure or sequence of our web site hosting service or technology;
• delete or alter author attributes or copyright notices, unless expressly permitted in writing by the author or owner; or
• interfere with or disrupt our service, or servers or networks connected to our service, or disobey any requirements, procedures, policies or regulations of networks connected to our service;
• intentionally or unintentionally violate any applicable local, state, national or international law;
• "stalk" or otherwise harass another;
• collect or store personal data about other users without their protection;
• promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons;
• use your School Web Site as storage for remote loading or as a door or signpost to another home page, whether inside or beyond CampusGRID School Web site Services; or
• have multiple CampusGRID School Web site Services addresses for a single organization or entity.

4. REPRESENTATIONS.

You represent that you are a school, pre-school, college, education center, or an organization otherwise related to learning, and

1. You will be bound by our Children's Privacy Agreement,

or

1. your School Web Site will not target children under the age of 15, and will not solicit or collect personally identifiable information from children under the age of 15.

5. ADVERTISING.

We will not place third party advertising on the School Web site or School Web Pages without the consent of the school. However, we rely on the ongoing support of our sponsors and advertisers to help fund the low cost services we offer to schools. Accordingly, we do reserve the right to serve ads inside the "CampusGRID Administration Area", the Internet location where you administer your School Web Site. Further, we may post promotional messages about the CampusGRID service within the CampusGRID logo area in the main frame of the School Web Site. This logo area will not be used for third party advertising

6. 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.

7. WHO OWNS CONTENT SUBMITTED TO CAMPUSGRID SCHOOL WEB SITE SERVICES.

1. By submitting Content to us for inclusion on your School Web site, you grant us a worldwide, royalty-free, perpetual and non-exclusive license to reproduce, modify and publish the Content for the purpose of displaying, distributing and promoting our services. This provision will survive the termination of this agreement.
2. We do not have any responsibility for your Content. In our discretion, we may (but are not obligated to) remove or refuse to post any Content that violates these Terms of Service, or the Children's Privacy Agreement, if applicable.

8. INDEMNITY.

You will indemnify, defend and hold us, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand made by any third party arising out of your Content, anyone's use of our service or the Internet through your School Web Site, your connection to our service, the termination of that service, your violation of the Terms of Service, or your violation of any rights of another.

9. NO RESALE OF SERVICE.

You will not reproduce or sell to any third persons any portion of our service, use of our service, or access to our service.

10. TERMINATION.

1. This agreement will be effective on the date set forth above, and will continue unless and until terminated under this section.
2. Termination by us. We may, in our sole discretion, terminate with a 30 day advance notice to you, your password, your School Web Site, or use of any other CampusGRID service, and remove and discard any Content within the service, for any reason whatsoever, including, without limitation, the unauthorized use of your access numbers, passwords or account numbers, breach of this agreement, or violation of any law. We will not be liable to you or to any third-party as a result of terminating the service. If you have prepaid for your CampusGRID service and if termination of service is not due to a violation of this agreement by you, we will provide continued service for the term of your prepaid contract with us. Alternatively, we may chose to terminate your service after the 30 day notice and in such case we will refund the remainder of the paid fee.
3. Termination by you. You may terminate this Agreement immediately for any reason at any time by sending an e-mail to info@campusgrid.com.
4. If you are using any service provided by CampusGRID for which there is an outstanding fee, you will remain liable for any full monthly charge for the month during which the service was terminated, and for all usage-based fees through the effective date for termination of this Agreement.
5. Within 30 days of termination of service, you will have the right to remove your School Web Site, and all related data from our server, or other storage media.

11. CAMPUSGRID PROPRIETARY RIGHTS.

1. The software and other information used in connection with our service contain confidential information that is owned entirely by us or by our licensers, and is protected by law. Content you may obtain through our service is protected by copyrights, trademarks, service marks, patents or other proprietary rights owned by third parties. You agree not to modify, rent, copy, loan, sell, distribute or create derivative works based on our service, or on Content that you did not create, without first obtaining written permission from the owner of the work in question. No rights of any kind in any intellectual property are transferred to you as a result of this agreement.
2. You agree not to access our service by any means other than through the interface that CampusGRID provides.

12. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOU AND YOUR ORGANIZATION'S USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CAMPUSGRID 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.

CAMPUSGRID 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 OR 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. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, OR INJURY TO ANY USER, THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAMPUSGRID OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CAMPUSGRID 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 CAMPUSGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE 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 SERVICE; (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.

14. 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. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.

15. NOTICE.

Notices to you may be made by either e-mail or by U.S. mail, or overnight delivery service, to the address set forth in the online registration form. We may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices in the CampusGRID Admin Area.

16. GENERAL INFORMATION.

1. These Terms of Service, and the Children's Privacy Agreement, if signed, constitute the entire agreement between you and us and govern your use of our service, superseding any prior agreements between us (including, but not limited to, any prior versions of the Terms of Service). You also may be subject to additional terms and conditions that may apply when you use other CampusGRID services, third-party content or third-party software. The Terms of Service and the relationship between us will be governed by the laws of the State of California without regard to its conflict of law provisions. You and CampusGRID agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Sacramento, California.
2. The failure of either of us to exercise or enforce any right or provision of the Terms of Service will 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. In any action brought against either party arising from this agreement, the prevailing party will be entitled to an award for reasonable attorney's fees and costs in addition to any other award.
3. 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.
4. Neither party may assign its interest in this agreement without first obtaining written permission from the other party, which permission will not be unreasonably withheld. Any assignment made in violation of this term is void. The terms of this agreement will bind and inure to the benefit of all permitted successors and assigns.