TELUSYS CONTINUING EDUCATION SYSTEM TERMS AND CONDITIONS [TCETM] By registering as a partner of the Telusys Continuing Education System (hereinafter referred to as TCE), a wholly-owned software system and service of Telusys, Inc., the contracted and billable party responsible for utilizing the TCE partner tools, hereinafter known as the "client" or "Client" agrees to the following Acceptable Use Policy Terms Agreement. Please read this document carefully and note that by registering you are agreeing to these terms and conditions and the registration legally binds you to the Acceptable Use Policy Terms Agreement, and violation of any of the terms and conditions set forth in this document may terminate the client's use of the TCE system and service. ACKNOWLEDGMENT AND ACCEPTANCE OF THE TCE PARTNER SOFTWARE ACCEPTABLE USE POLICY TERMS The Acceptable Use Policy Terms Agreement is between you (hereinafter known as "Client" or "client") and Telusys, Inc. and sets forth the terms and conditions governing your use of the TCE Web site and our TCE software product. BY ACCESSING THE SITE, THE CLIENT ACCEPTS, WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. Telusys, Inc. reserves the right to change these terms and conditions at any time. All changes posted to the terms and conditions are effective immediately. If the client does not agree with any future change to this Agreement, they must notify Telusys, Inc. after such change has been implemented. THE TCE PARTNER SOFTWARE PRODUCT AND SERVICE Telusys, Inc. provides the client with the capability and tools to create and manage an inventory of Continuing Education courses, quizzes, exams and related items available for purchase through TCE. The client may use the TCE partner software programs at any time from a single account residing on a single computer. Display or demonstration of the software to anyone other than the authorized registered user is strictly forbidden. In order to use the TCE software, the client must be able to access the World Wide Web. This may include access to a computer, modem or any other equipment necessary to facilitate TCE usage. Connections to the Internet are not a part of this service and Telusys, Inc. will not be responsible for the payment of fees associated with establishing or maintaining such access. Inability to access the Internet to use this product does not eliminate your monthly financial responsibility. However, we will terminate the client's financial responsibility for the product if the account is in good standing and the client sends notice in writing via U.S. Postal Service or facsimile to Telusys, Inc., 464 N. Milwaukee Ave., Chicago, IL 60610-3923, Attn: Customer Service, Fax: 312-850-0198, requesting such termination of the client's account. ACCOUNT REGISTRATION The client must provide the TCE software system with certain information in order to register for the TCE software product (the "Registration Information"). This Registration Information currently requires submission of the following items: a) a user name b) a password c) a valid email address d) client's first and last name e) client's company name, address, and phone number f) payment information Telusys, Inc. uses this information to communicate with its TCE partners. It is the sole responsibility of the client to ensure that all Registration Information is accurate and complete at all times. If any Registration Information provided by the client is untrue, inaccurate, or not current or incomplete, Telusys, Inc. has the right to terminate the client's account and refuse any and all current or future use of the TCE system. Telusys, Inc. provides the client with tools to update their information at any time. Any inability to access these tools should be reported to Telusys, Inc. immediately. USER NAME AND SECURITY OF REGISTRATION INFORMATION The client assigns a user name and password upon completing the registration process. The client is responsible for maintaining the confidentiality of their user name and password and for any and all activities that occur under the client's password or account. The client agrees to immediately notify Telusys, Inc. of any unauthorized use of the client's account or any other security breach known to the client. The client may request confirmation of their passcodes via the TCE Web site by supplying their registered e-mail address. TCE CONTENT AND GRAPHIC OWNERSHIP All existing Content and new Content entered into the TCE system is owned solely by Telusys, Inc. Telusys, Inc. reserves all rights regarding the entire TCE system, including all graphics, multimedia. HTML, administrative, private, public, training, and instructional components. Unauthorized use, display, or copying of any TCE content or components is strictly prohibited. By uploading any photos, images, text, or any other original works to the TCE system the client assigns to Telusys, Inc. an unrestricted license without limitation or restrictions to utilize or display these works within the TCE system. Clients participating in the TCE system shall at no time make any claims regarding the copyright ownership of any Telusys, Inc. Content and graphics, and the "look and feel" of any existing Telusys, Inc. software product or service or any Telusys, Inc. software product or service developed during the time period that the contract is in force. PRIVACY Telusys, Inc. will not edit or disclose information about the client or the client's private content, except that the client agrees that Telusys, Inc. may do so in accordance with its then-current privacy policy or in the good faith belief that such action is reasonably necessary: (a) to comply with any United States laws, rules or regulations; (b) to comply with any legal process; (c) to enforce this Agreement; (d) to respond to claims that such data violates the rights of third parties; and (e) to protect the interests of Telusys, Inc. or others. The client acknowledges and agrees that Telusys, Inc. may access any content, data statistics and other tools of the TCE software product as necessary to identify or resolve technical problems or to respond to service complaints. The client acknowledges and agrees that certain technical processing of information is and may be required in the ordinary course of business. The client acknowledges and agrees that Telusys, Inc. is not responsible or liable for the content, usage, information and data collected from any forms created using the TCE software product. The client agrees not to solicit or collect through the TCE Web site, among other items: personally identifiable information about children under the age of 18; social security numbers; information on sexual orientation or behavior; sexually explicit, pornographic, harassing, abusive, harmful or obscene information; information on an individual's health status; racist or sexist information; stolen or fraudulent information; information related to illegal gambling, sweepstakes or other games of chance; information or content that infringes on the intellectual property rights of another third party; or any otherwise illegal information. If you are under the age of 13, you may not post or submit any personally identifiable information about yourself on the Web site. TERMINATION OF SERVICE The client agrees that Telusys, Inc. may terminate the client's password, account or use of the TCE system or software if the account is not in good standing, or if the client fails to abide by the Acceptable Use Policies contained herein. Telusys, Inc. may terminate the TCE contract with the client if it believes: (a) that the client has violated or acted inconsistently with this Agreement; (b) that the client is not in compliance with the TCE system's privacy policy or that the client has violated the rights and copyrights and trade secrets of Telusys, Inc. or other users or parties. The client acknowledges and agrees that any termination of their TCE account under any provision of this Agreement may be effected without prior notice, and the client further acknowledges and agrees that Telusys, Inc. may immediately delete and discard all information and files in the client's account and deny any further access to such files or the TCE software product. REFUND POLICY The TCE fees, itemized on the Fee Schedule page are non-refundable. A cuurent list of TCE fee will always be available on the Fee Schedule page. The TCE service can be discontinued by the member by notifying Telusys of their intention on or before the last day of the month. TCE fees including credit card processing fees are non-refundable. It is the responsibility of the participating TCE client partner to issue refunds for cancellations directly to end users via check. LIMITATION OF LIABILITY TELUSYS, INC. WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED IN CONNECTION WITH THE USE OF THE TCE SOFTWARE PRODUCT OR SYSTEM. THIS INCLUDES ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES THAT MAY ARISE FROM THE USE OF THE TCE SOFTWARE PRODUCT, THE FAILURE OF THE TCE SOFTWARE PRODUCT, OR THE TERMINATION OF THE ACCESS TO THE TCE SOFTWARE PRODUCT. THIS LIMITATION OF LIABILITY WILL ALSO APPLY TO ANY LOSS OF DATA, INFORMATION OR CONTENT THROUGH FAILURE OF THE TCE SOFTWARE PRODUCT OR INTERRUPTION OF TRANSMISSION. TELUSYS, INC. WILL NOT BE LIABLE FOR ANY HARM OR LOSS ARISING FROM UNAUTHORIZED ACCESS TO DATA, INFORMATION OR TRANSMISSION, INCLUDING, BUT NOT LIMITED TO TANGIBLE OR INTANGIBLE LOSS OF REVENUES, PROFITS, DATA OR INFORMATION. THE CLIENT AGREES THAT TELUSYS, INC. IS NOT LIABLE FOR ANY DAMAGES ARISING FROM THE INTERRUPTION, CANCELLATION OR SUSPENSION OF THE TCE PRODUCT, REGARDLESS OF WHETHER THE FAILURE OF THE TCE PRODUCT IS ANNOUNCED, JUSTIFIED, INTENTIONAL, UNINTENTIONAL OR NEGLIGENT. GENERAL DISCLAIMER TELUSYS, INC. PROVIDES THE TCE SOFTWARE PRODUCT AND SYSTEM "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWED BY LAW. TELUSYS, INC. FURTHER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TELUSYS, INC. DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE FUNCTIONS CONTAINED IN THIS SITE OR ITS CONTENT OR THAT THE TCE WEB SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CLIENT UNDERSTANDS AND REPRESENTS THAT ALL DATA, INFORMATION OR OTHER MATERIAL COLLECTED THROUGH THE TCE SOFTWARE PRODUCT ARE THE SOLE RESPONSIBILITY OF THE CLIENT. TELUSYS, INC. IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR HARM DONE TO THE CLIENTS COMPUTER(s), SYSTEMS OR OTHER EQUIPMENT IN CONJUNCTION WITH USE OF THE TCE SOFTWARE PRODUCT. YOU UNDERSTAND AND AGREE THAT USE OF THE TCE SOFTWARE PRODUCT IS DONE AT YOUR OWN RISK AND DISCRETION. NO RESALE OF THE SERVICE The client's right to use the TCE software product and system is granted to the client on a non-exclusive basis and the client may not resell all or any portion of the TCE software product and system or its usage. The client agrees not to reproduce, duplicate, copy, sell, or resell the TCE software product, reports, files or data, or the client's use of or access to the TCE software product to any unregistered or unauthorized persons. Known or suspected violations will be grounds for immediate termination of the client's use and access to the TCE software product, files and accumulated stored data, and, depending upon the circumstance, may be grounds for Telusys, Inc. legal recourse. DATA STORAGE The client understands and agrees that all data collected using the TCE software product will be stored on Telusys, Inc. servers. Telusys, Inc. assumes no responsibility for the deletion or failure to store any data or other information included by the client on the TCE software product. Telusys, Inc., at our sole discretion, may establish an upper limit on the amount of memory and the number of records the client may store through the TCE software product. YOUR CONDUCT The client agrees to abide by all Telusys, Inc. standards and applicable local, state, national and international laws and regulations in your use of the TCE software product, and the client agrees not to interfere with the use and enjoyment of the TCE software product by other users. The client agrees to be solely responsible for the actions and the contents of entries through the TCE software product. The client agrees: (1) not to use the TCE product for illegal purposes; (2) not to use the TCE Email account(s), if implemented, Web site or the TCE software product for chain letters, junk mail, unlawful "spamming" solicitations (commercial or otherwise) or unlawful bulk communications of any kind, and (3) to comply with all regulations, policies and procedures of networks connected to the TCE software product. The client agrees not to post, promote or transmit through the TCE software product any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature. The client further agrees not to transmit or post any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Telusys, Inc. may, at its sole discretion, immediately terminate your access to the TCE software product should your conduct fail to conform to these terms and conditions. INDEMNIFICATION The client agrees that Telusys, Inc. will not be held responsible for any claims, damages, demands or fees arising out of the client's violations of these terms and conditions, Telusys, Inc.'s privacy policy or infringements on the rights of any third parties as a result of the client's use of the TCE Web site or the TCE software product. The client also agrees to indemnify Telusys, Inc. and its officers, directors, employees, agents, and partners for any and all claims that may arise. PROPRIETARY RIGHTS TO SOFTWARE The client is only permitted to use TCE software product and system as expressly authorized by Telusys, Inc., and may not copy, reproduce, distribute, analyze, compare, demonstrate, reverse engineer, screen capture, print screen pages for purposes of distribution, or create derivative works from this TCE software product without express authorization from Telusys, Inc. WEB SITES OR EMAIL UTILIZING TCE SOFTWARE Telusys, Inc. does not review or monitor any client Web sites or email messages that utilize or link to the TCE software product and system and is not responsible for the content of any such Web sites or email messages. DATA LOSS TCE system passcodes are issued to each client that successfully registers for an account. The client is responsible for keeping these codes secure. Do not share your passcodes with another person. Telusys, Inc. will not be responsible for data loss resulting from misuse of the TCE software or passcodes. SYSTEM INTEGRITY The client shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the TCE Web site and the TCE software product or any transaction conducted on our Web site. The client may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In order to maintain system integrity you may not disclose or share your password with any third parties or use your password for any unauthorized purpose. The TCE Web site may contain robot exclusion headers, and the client agrees that they will not use any robot, spider, other automatic device, or manual process to monitor or copy the TCE Web pages or the content contained therein without prior written permission of Telusys, Inc. The client agrees that they will not use any device, software or routine to interfere or attempt to interfere with the proper working of the TCE Web site or the TCE software product. GOVERNING LAW The laws of the State of Illinois shall govern this Agreement and the relationship between the client and Telusys, Inc. The client agrees that any grievances shall be settled according the procedures and laws within this jurisdiction. The client further agrees that any claim, cause or action related to the TCE software product or this Agreement must be filed within one (1) year after such claim arose. The headings employed to describe the sections of this Agreement are solely for descriptive purposes. They do not imply or refer to a specific legal description or obligation. CONTACT INFORMATION Any questions or comments can be directed to: TCE@telusys.net.