1. Use of the Product.

a. Use. You may install the Product once on a hard disk or other storage device; install and use the Product on a file server for use on a network for the purposes of (i) permanent installation onto hard disks or other storage devices or (ii) use of the Product over such network. You may also make a backup copy of the Product. You may not sell, license or otherwise give the Product to anyone else.

b. Accessibility. You agree that from time to time the Product may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.

2. Representations and Warranties.

You represent and warrant to Company that: (a) you are over the age of 18 and have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy set forth at Section 3; and (c) you have provided accurate and complete registration information, including, without limitation, your legal name, address, telephone number and e-mail address.

3. Acceptable Use Policy.

You are solely responsible for any and all acts and omissions that occur under your account or password for the product, and you agree not to engage in unacceptable use of the Product, which includes, without limitation, use of the Product to: (a) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (c) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (d) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (e) interfere, disrupt or attempt to gain unauthorized access to other accounts of the Product or any other computer network; (f) disseminate or transmit viruses, trojan horses or any other malicious code or program; or (g) engage in any other activity reasonably deemed by the Company to be in conflict with the spirit or intent of this Agreement. If you violate these restrictions, we may limit your access to the Product's features or the Product itself.

4. License for User Content.

Certain services offered by Company through the use of the Product or the Company website allow user-supplied information, materials or communications (collectively, "User Content") to be sent to Company. You may only submit User Content to the Company that is: (a) owned by you, (b) submitted with the express permission of the owner, or (c) in the public domain. Depending upon the nature of the service, by submitting User Content using the Product you grant Company one of the following two types of licenses:

a. "Creative" Submissions. For User Content that is the result of your creative efforts, such as testimonial stories about your life experiences using the Product's "Submit Stories" feature (or substantially similar feature), you hereby grant Company a worldwide, royalty-free, non-exclusive license to reproduce and modify (for purposes of formatting, maintenance or website administration only) such User Content. You also grant Company the right to distribute, create compilations and derivative works, and publicly display and perform such User Content in any medium, including, but not limited to, republishing this work with the work of other users so that other users may read your work as an example of a successful application of what you have learned. This license will be in effect until such User Content is removed from the Company website by Company or no longer used in the Product, or removed from the Company website at the written request of the user submitting the work.

b. Other Submissions. For User Content such as comments to the Company about the Product, bug reports, piracy reports or product suggestions, you grant Company an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such User Content, and you also agree that Company is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, Company will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Company website will be published or otherwise used with your name on it; or (c) we are required to do so by law.

5. Managing User Content and Communications.

Company reserves the right, in its sole discretion, to delete or remove your User Content from the Company website or databases and to restrict, suspend or terminate your access to the Product or all or part of the Company website, at any time for any reason without prior notice or liability.

Company may establish general practices and limits on the use of any Product, including, but not limited to, limits on retention time, file size, and storage space for User Content. Company shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with the Product.

Company may, but is not obligated to, monitor or review (i) any areas on the Company website or features of the Product in which users transmit or post User Content, including, but not limited to areas where services are available, or chat rooms, bulletin boards or other user forums, and (ii) the substance of any User Content.

To the maximum extent permitted by law, Company has no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Company also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

6. Copyright Infringement.

Company will, in appropriate circumstances, terminate the accounts of users who infringe or appear to infringe the intellectual property rights of others. If Company believes any User Content has been submitted, used or copied in a way that constitutes copyright infringement, Company will delete the User Content from the Company website and databases.

7. Limitations.

a. Security. You are solely responsible for the security, confidentiality and integrity of all messages that you transmit through or store on the Product. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from access to or use of the Product with your password.

b. Privacy. It is the policy of the Company to respect your privacy. Company may not monitor, edit, or disclose any personal information about you or your account, except as provided herein. Company has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of Company; (iii) enforce this Agreement; or (iv) protect the interests of users of the Product other than you or any other person. Company does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers. For a more detailed description of the types and uses of personal information collected from you, please read the Company Privacy Policy.

8. Termination.

This Agreement is effective upon your acceptance as set forth herein and terminates one year from the date of your acceptance. You may terminate this Agreement at any time and for any reason. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Product; (b) suspend your access to or use of all or any portion of the Product if you violate the terms of this Agreement; and (c) terminate this Agreement.

9. Limited Refund.

The following paragraph applies only to purchasers and users of the Carnegie Action System. Within fourteen (14) days of your purchase and downloading of the Product through the Company website, you may request a refund of the purchase price of the Product, if you have purchased the Product by payment to your Dale Carnegie® Sponsor or by payment through the Company website. If you purchased the Product through your Dale Carnegie® Sponsor, you must request a refund through that Sponsor. If you purchased the Product through the Company website, you must request a refund by sending an email message to refund@assetlearning.com. In this email message, please provide us with your name, address, telephone number, name of Sponsor (if applicable) and your course registration code or current user id and password. We need this information to properly process your request. Upon receiving a refund request, Company will disable your user id and password issued to download and use the Product, and you will be unable to access content using the Product. You then agree to terminate any use of the Product and uninstall the Product from any computer or other device on which the Product was installed. If you purchased the Product through the Company website, Company has 30 days to refund the purchase price. If you purchase the Product through your Dale Carnegie® Sponsor, please contact that Sponsor for details about your refund. If you use the Product free of charge as part of your tuition for a Dale Carnegie® course, you are not entitled to any refund under any circumstances.

10. Disclaimer of Warranties.

THE PRODUCT IS BEING DELIVERED TO YOU "AS IS" AND COMPANY MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES. COMPANY AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT OR DOCUMENTATION. COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUIENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PRODUCT, TERMINATE THIS AGREEMENT, AND IF APPLICABLE AS PROVIDED ABOVE, RECEIVE A REFUND OF THE PURCHASE PRICE OF THE PRODUCT.

12. Indemnification.

You agree to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; and (b) any libelous, slanderous, indecent or other statement made or republished by you.

13. Copyright and Trademark Rights.

The Product is owned by Company, and its structure, organization and code are the valuable trade secrets of Company. The Product also is protected by United States Copyright Law and International Treaty provisions. You may use trademarks only insofar as required to comply with Section 1 of this Agreement and to identify printed output produced by the Product, in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the Product.

14. Restrictions.

You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Product. The Product is licensed and distributed by Company for viewing, using, taking notes on and learning more information about the lessons, principles and other content contained within the Product.

15. Miscellaneous.

a. Law. This Agreement shall be governed by the laws of the State of Michigan and the United States without reference to its conflicts of laws provisions.

b. Amendment, etc.. Company shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by posting such amended terms on our website (http://carnegie.assetlearning.com/terms.html) Your access, link to or use of the Product after the date such amended terms are delivered to your account with the Product shall be deemed to constitute acceptance of such amended terms.

c. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Company shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

d. Survival. The respective rights and obligations of the parties under this Agreement shall survive any termination or expiration of this Agreement.