Gradiance

1. ACCEPTANCE OF TERMS

Gradiance Corporation ("Gradiance") provides services ("Services") subject to the following Terms of Service ("TOS"), which may be updated by Gradiance at any time without notice. At any time, the current version of the TOS can be accessed at: http://www.gradiance.com/docs/tos.html.

2. REGISTRATION REQUIREMENTS

As part of registering for use of Gradiance Services, you represent that you are of legal age to form a binding contract. Moreover, you hereby represent that you are not barred from receiving such services under the laws of the United States of America or other applicable jurisdiction.

3. SERVICE DESCRIPTION AND USAGE

Currently, as part of the Services, Gradiance provides its users with access to a rich collection of resources, including educational content, question banks, homework/quiz/test compilations, virtual lab facilities and other such services (collectively, "Content"). The Services and Content are provided to users only for their personal educational and testing purposes, and you agree not to copy the Content or use the Services or Content for any other purpose. Gradiance may not control or screen Content posted by its users, and so Gradiance does not guarantee the accuracy, integrity, or appropriateness of any Content. You understand and agree that Gradiance Services are provided "AS-IS", and that Gradiance assumes no responsibility for the timeliness or availability of the Services. Moreover, Gradiance does not assume any responsibility for the accuracy, effectiveness or appropriateness of the Content accessed through the Services. You understand that by accessing Content through the Gradiance services, you may be exposed to Content that is offensive, inaccurate or inappropriate. Under no circumstances will Gradiance be liable in any way for the Content in this regard. In future, new Content, features and services may also be provided and unless otherwise stated explicitly they will also be subject to this TOS. You are not permitted by Gradiance to share your password and account information with any other person. You are responsible for keeping your password and account information confidential, and are fully responsible for all activities that happen under your account. You acknowledge that the use of Gradiance Services, Content and software embodied in the Services is subject to usage rules set by Gradiance. You may not attempt to override or otherwise circumvent any of these rules. All unauthorized usage, reproduction and further distribution of Gradiance Services, Content and software is strictly prohibited.

4. SERVICE MODIFICATION AND TERMINATION

Gradiance has the right to modify or discontinue, temporarily or permanently, the Services (or any part) with or without notice. You agree that Gradiance shall not be liable to you or to any third party for any modification, suspension or discontinuation of its Services. You agree that Gradiance may terminate, with or without prior notice, your account and any associated Content or access to Gradiance services. Cause for such termination may include, but shall not be limited to, a) violations of the TOS and other such agreements and guidelines, b) requests by law enforcement or other government agencies, c) modifications or discontinuation of the Services, and d) unexpected technical or business problems.

5. CONTENT POSTING GUIDELINES

Gradiance may, in its sole discretion, grant you the rights to use the Gradiance Services to post and distribute your own educational content, question banks, homework/quiz/test compilations or other content ("Your Content"), and such posting and distribution rights may be revoked by Gradiance at any time. Unless you and Gradiance enter into a separate written agreement which contains terms that contradict this Section 5 of this TOS (in which case such agreement shall supersede any contradictory provisions of this TOS), this Section 5 shall set forth all of Gradiance’s and your respective rights and obligations with respect to Your Content.

You acknowledge that Gradiance may or may not screen Your Content, but Gradiance has the right, without obligation, to screen, modify and/or refuse your Content.

You hereby grant Gradiance a worldwide, non-exclusive, fully paid up, transferable, perpetual license to use, reproduce, distribute and modify any and all of Your Content.

You understand that all of Your Content transmitted to or posted at Gradiance by you is solely your responsibility. You agree to not use the Services to upload, post or transmit Your Content that you do not have a right to make available legally. For example, insider information, proprietary and confidential information, or any of Your Content that infringes on patents, trademarks, and copyrights or other such rights of any party should not be made available through the Gradiance Services. You hereby represent and warrant to Gradiance that Your Content will not contain software viruses or other computer code, files, programs that lead to the interruption and/or destruction of Gradiance Services, Content or property. You agree to not interfere with or disrupt Gradiance Services, by compromising its servers or networks connected to its servers.

6. INDEMNITY

You agree to indemnify and declare Gradiance, and its affiliates, officers, agents, partners and employees harmless from any claim or demand including reasonable attorneys' fees made by you or any third party due to or arising out of your use of the Gradiance Services or Content, any of Your Content you post, transmit or make available through Gradiance Services, or your violation of the rights of any others.

7. INTERNATIONAL USE

Given that Gradiance Services may be accessed over the Internet, you agree to abide by all applicable local laws regarding online conduct and content. You also agree to abide by all laws that apply to the transmission and usage of technical data exported from the United States of America.

8. LINKED CONTENT AND SERVICES

Gradiance services may lead its users to the services and content of third parties through links. Because Gradiance has no control over such sites and their materials, you acknowledge that Gradiance is not responsible for the availability, reliability and appropriateness of the third party services, content and their resources. You agree that Gradiance shall not be liable in any way for any damage or loss caused by or in connection with the use of such content, services and resources.

9. PRIVACY POLICY

Gradiance will use the information provided by its users and accrued through the user interactions with its Services in accordance with its privacy policy set forth at: http://www.gradiance.com/docs/privacy.html.

10. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF GRADIANCE SERVICES IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

GRADIANCE MAKES NO WARRANTY THAT (a) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (b) THE SERVICES YOU OBTAIN FROM GRADIANCE WILL MEET YOUR EXPECTATIIONS.

ANY CONTENT ACCESSED OR OBTAINED THROUGH THE USE OF GRADIANCE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY INAPPROPRIATENESS OF SUCH CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM ACCESSING OR DOWNLOADING THE CONTENT.

11. LIMITATION OF LIABILITY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT GRADIANCE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO a) LOSSES PROFITS, GOODWILL AND/OR OTHER INTANGIBLE LOSSES DUE TO THE USE OR INABILITY TO USE OF GRADIANCE SERVICES OR ITS CONTENT, b) DAMAGES DUE TO UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSION OF DATA TO AND FROM GRADIANCE, c) DAMAGES TO UNAUTHORIZED ACCESS OR USAGE OF THE CONTENT YOU HAVE POSTED AT GRADIANCE, AND d) LOSSES DUE TO USE OF SERVICES, CONTENT OR OTHER RESOURCES AT THIRD-PARTY PROVIDERS ACCESSED THROUGH LINKS AT GRADIANCE.

12. GENERAL INFORMATION

The Agreement: The TOS constitutes the entire agreement between you and Gradiance, unless explicitly superceded by other agreements. You may be subject to additional terms and conditions that govern your conduct and use of certain services from Gradiance, its affiliates and third-party providers.

Binding Law and Forum: The TOS and your relationship with Gradiance shall be governed by the laws of the State of California and the controlling federal law of the United States of America, without applying choice of laws/rules of other jurisdictions.

Waiver and Severability: The failure of Gradiance to exercise or enforce any part of its rights and provisions embodied by the TOS does not constitute a waiver of such rights and provisions. Moreover, if any particular terms or provisions of the TOS are found by a court to be invalid, you agree that the other provisions of the TOS remain in effect.

Survivorship and Transferability: You agree that your account at Gradiance is non-transferable and your rights to your Gradiance account terminate upon your death, unless explicitly stated otherwise.

Statute of Limitations: You agree that all claims or causes of action arising out of your use of Gradiance Services must be filed within one year after the claim or cause of action arose, or be forever barred from filing the claim or cause of action.

13. COPYRIGHT

Copyright 2006 by Gradiance Corporation, 1023 Cathcart Way, Stanford, California 94305, USA.

All Rights Reserved.

Last Revised: January 13, 2006