These Terms of Use and Service ("Terms") constitute an agreement between Imagination Station, Inc. ("IStation") and you, the Customer ("Customer", "You" or "Your"), yourself and on behalf of any of Your Authorized Users (as more fully set forth below) regarding access to the interactive program for individualized student instruction comprising IStation's Imagination Station application (the "Licensed Application") through the IStation network (the "IStation Network"), any Materials (as defined below) and any documentation (in print or electronic format) accompanying the use of the Licensed Application (the "Documentation") (collectively, the "Service"). To the extent Customer has entered into any license agreement with IStation for access to the Licensed Application and Documentation (the "Additional Terms"), such Additional Terms are incorporated into these Terms by reference. To the extent there is any conflict between these Terms and the Additional Terms, the Additional Terms shall control. THESE TERMS ONLY APPLY TO THE SERVICES REFERENCED HEREIN. BY ACCESSING AND USING THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS AND OTHERWISE USE THE SERVICE.

1. Subscription. A user account is required to access the Service and may be accessed and used only by Customer's students, employees, representatives and/or agents who are registered with a valid security identification and password to access and use the Service (the "Authorized Users"), up to a maximum number of students as permitted by Your subscription to the Service. In registering for the Service, You agree to submit accurate, current and complete information about You, Your organization, Your Authorized Users and promptly update such information. Should IStation suspect that such information is untrue, inaccurate, not current or incomplete, IStation has the right to suspend or terminate Your use of the Service. Upon registration to the Service, Your Authorized Users will be assigned a personal, non-transferable password. You are solely responsible for any and all activities that occur under Your Authorized Users' accounts and ensuring that Your Authorized Users exit or log-off from accounts at the end of each session of use. You shall notify IStation immediately of any unauthorized use of Your Authorized Users passwords or accounts or any other breach of security that is known or suspected by You. User accounts cannot be "shared" or used by more than one individual. Where the number of students falls below the maximum number permitted under Your subscription, You may designate other students as replacements.
   
2. Term: This Agreement is effective beginning as of either the date that you download the Licensed Application and/or Documentation, or the date of delivery of the Licensed Application and/or Documentation by IStation to You, and continues in effect for the Evaluation Period or Subscription Period (as such terms are defined below) unless earlier terminated in accordance with these Terms:
   

   For Subscription: Upon payment of the Subscription Fee charged by IStation, these Terms will become effective as set forth above and continue in effect for the applicable subscription period (the "Subscription Period").
   
   For Free Trial: If you are evaluating the Licensed Application and attendant Documentation on a trial basis, you will only be permitted to use the Licensed Application and its attendant Documentation for a period of 30 days from the date these Terms are effective (the "Evaluation Period") unless you decide to pay the appropriate Subscription Fee for the right to use the Licensed Application and Documentation beyond the Evaluation period for the applicable Subscription Period.

3. License. If You have registered with the Service and have a valid user name and password, and subject to the terms and conditions herein and any Additional Terms, IStation grants to You (and any Authorized Users, as applicable) a personal, non-exclusive, non-transferable license to access and use the Licensed Application and Documentation under the Service, and display the audio and visual information contained in or made available through the Service, solely for Customer's educational purposes. Except for the limited license rights set forth in these Terms, all rights in and to the Licensed Application and Documentation under the Service are expressly reserved. Consistent with the license grant set forth above, Customer is solely responsible for designating its Authorized Users.
   
4. Restrictions. No title to or ownership of the Licensed Application, Documentation or any parts or copies thereof is transferred to Customer, or any of its Authorized Users whatsoever. All material on the IStation Network, including, without limitation, all informational text, design of and "look and feel" of the IStation Network, layout, photographs, graphics, audio, video, files, images or other materials (collectively, the "Materials"), whether publicly posted or privately transmitted, the Licensed Application and Documentation, as well as all derivative works thereof, are owned by IStation and is protected by copyright, trademark and other intellectual property laws. IStation retains all right, title and interest to the Licensed Application, Documentation and Materials and all intellectual property rights thereto including, but not limited to, all patents, copyrights, trademarks, trade names, trade secrets, and other proprietary rights. Trademarks, logos, images and service marks displayed on the IStation Network are the property of either IStation or other third parties. Except where intrinsic to the Licensed Application and/or Documentation, the Materials on the IStation Network may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means. Customer shall not publish, display, disclose, rent, lease, modify, loan, distribute, or operate in service bureau or time-sharing arrangement the Licensed Application, Documentation and/or Materials. Customer is expressly prohibited from disassembling, decompiling and/or reverse engineering the Licensed Application, and/or improperly copying and disseminating any Documentation and/or Materials. Customer shall not upload any data, or otherwise access and/or use the Licensed Application, in any manner that would materially impact the operation of the IStation Network or the Licensed Application. Customer shall also not remove any proprietary, copyright, trademark or service mark legends from any Documentation. Any use of the Licensed Software, Documentation and/or Materials for any purpose other than expressly permitted under these Terms or any Additional Terms is expressly prohibited.
   
5. Conduct. You agree not to: (a) upload, transmit, post, email or otherwise make available through the Service, any content or other material in any format that is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, libelous and/or otherwise objectionable, or otherwise contain any viruses, worms, Trojan horses, corrupted files, or any other similar software or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (b) alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the IStation Network or contained in a file that is uploaded to the IStation Network; or (c) take any action that imposes an unreasonable or disproportionately large load on IStation's infrastructure. The use of any device, software or routine that interferes or attempts to interfere with the proper working of the IStation Network is expressly prohibited. You remain solely responsible for any authorized or unauthorized use of Your Authorized Users' passwords.
   
6. Security. IStation will take commercially reasonable precautions to secure its IStation Network against unauthorized access by parties external to IStation and by unauthorized IStation employees, and against damage, disruption and other activity aimed at Service availability, or other trespass or illegal actions. IStation reserves the right to temporarily deny and/or cancel access privileges for any Customer suspected of attempting to work outside parameters which threaten the security of the Service, its components, Customer data and/or IStation's provision of the Services. NOTWITHSTANDING THE FOREGOING, CUSTOMER ACCEPTS SOLE RESPONSIBILITY FOR THE ACCURACY AND ADEQUACY OF ITS DATA, AND FOR ALL RESULTS OBTAINED THEREFROM. Customer shall be liable for any and all expenses, losses, damage to the reputation of IStation and other damages to the IStation Network, the Licensed Application, Documentation, Materials or components thereof arising out of or caused by the negligent or willful misconduct of any Authorized Users, other Customer employees who are not Authorized Users, or Customer agents using knowledge gained from Customer or its employees.
   
7. Handling of Data. In providing the Service, You and/or Authorized Users will be providing data through the Licensed Application. IStation has no control over the information input by You and/or Your Authorized Users. As a result, IStation is not responsible for data which is discovered to be inaccurate, missing, or which is corrupted due to technological or other causes beyond the reasonable control of IStation. IStation currently does not access or use any data other than to (a) cache such data temporarily as part of the Licensed Application, (b) temporarily backup the data to maintain a high-quality of Service, or (c) to share such data with You and/or Authorized Users in providing the Service. IStation does not share any Customer data with any third-parties whatsoever, and limits such disclosure to its employees, agents and authorized representatives in providing the Service to You. IStation reserves the right to take archiving and other measures that it deems necessary in order to ensure high-quality server performance and maintenance of its servers.
   
8. Indemnification. Customer hereby agrees to indemnify and hold IStation and its officers, associates, and agents harmless for any loss, damage, expense, or liability (including reasonable attorney fees) resulting from any claim, action, or demand arising out of or related to Customer's access to and use of the Service, output generated by You or Your Authorized Users from the access to and use of the Service, or the unauthorized use, handling or release of data relating to You or Your Authorized Users' access to and use of the Service.
   
9. Termination. IStation reserves the right to modify, suspend or discontinue all or any portion of the Service at any time, without notice, if IStation finds that Customer, or any of its Authorized Users, has violated these Terms or any Additional Terms. Upon termination, Customer and any Authorized Users shall be prohibited from accessing and using the Services. IStation reserves the right to terminate these Terms if any Additional Terms are terminated for any reason. Immediately upon any termination of these Terms for any reason, the license granted under these Terms, and all rights thereunder revert in their entirety to IStation, its successors and assigns. Termination or expiration will have no effect on the parties' rights or obligations under the following sections of these Terms: Sections 4, 8 through 15.
   
10. Links to Other Web Sites. The IStation Network may contain links to third party sites. The linked sites are not under the control of IStation. IStation does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked site, including, but not limited to, information provided at the Website that may link the user to a third party web site. In no event shall IStation or its licensors be responsible for any content or other materials on or available through such third party sites.
    
11. Disclaimer. In subscribing to Licensed Application under the Services, You and Your Authorized Users are being granted access to an interactive application platform for individualized instruction. Given the nature of the Services, there are many factors outside the reasonable control of IStation that may affect the access to and use of the Licensed Application and Documentation, including but not limited to failures or difficulties with the Internet, or data provided by Customer to the IStation Network. Customer remains solely responsible for acting or deciding not to act on the results of data input into the Licensed Application, and the handling of same. In providing the Services, IStation cannot and will not be responsible for loss of data associated with the failure of the Customer's equipment, software or any ISP. ACCORDINGLY, THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS-IS" AND "WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND. FURTHER, THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE LICENSED SOFTWARE WILL CONTINUOUSLY OPERATE OR BE ERROR FREE. NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE GIVEN TO YOU REGARDING THE LICENSED SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, ACCURACY, QUALITY, COURSE OF DEALINGS, USAGE OF TRADE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WHICH ARE HEREBY DISCLAIMED.
    
12. Limitation of Liability & Damages. CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ISTATION'S DEFAULT HEREUNDER WILL BE A PRO RATA REFUND OF THE SUBSCRIPTION FEES PAID BY CUSTOMER FOR ACCESS TO THE SERVICE. ISTATION WILL NOT BE LIABLE FOR ANY AMOUNT, REGARDLESS OF THE BASIS OF THE CLAIM, EXCEEDING THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER ATTRIBUTABLE TO THE RIGHTS GRANTED UNDER THIS AGREEMENT. IN NO EVENT WILL ISTATION BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE, OR INABILITY TO USE THE LICENSED APPLICATION, DOCUMENTATION, OR ANY OF ITS COMPONENTS, EVEN IF CUSTOMER OR OTHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM AND EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
    
13. Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to its choice of law rules. Customer agrees that any action at law or in equity arising out of or relating to these terms shall be filed only in the state and federal courts located in Dallas County in the State of Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
    
14. Miscellaneous. Customer shall comply with all applicable laws, rules regulations, order and ordinances of the United States of America and in any other state, county or city with jurisdiction over you or your activities under these Terms. If any provision of these Terms is held to be illegal, invalid, or unenforceable then that provision shall be fully severable from these Terms and shall not affect the legality, validity or enforceability of the remaining provisions of these Terms. IStation reserves the right, in its sole discretion and at any time: (i) to modify or discontinue the Service, or components thereof; (ii) to limit, terminate or suspend your use of the Services or components thereof; (iii) increase charges for the use of the Service in the future; or (iv) to make changes to these Terms by providing you with the terms to be added or modified and you shall have the right to terminate these Terms if you choose not to accept those terms, as modified, pursuant to Section 9 hereof. Failure of IStation to enforce any of the terms or conditions of these Terms, unless waived in writing, shall not constitute a waiver of IStation's right to enforce each and every term and condition of these Terms.