ASSET LEARNING TERMS OF SERVICE

IMPORTANT: THIS ASSET LEARNING (“ASSET LEARNING”) TERMS OF SERVICE ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ASSET LEARNING THAT PROVIDES THE TERMS AND CONDITIONS FOR USE OF THE ASSET LEARNING’S ONLINE APPLICATION, THE AFFILIATED WEBSITE AND ANY RELATED MATERIALS AND DOCUMENTATION (COLLECTIVELY, THE "SERVICE").

BY ACCEPTING THIS AGREEMENT, CUSTOMER IS CONFIRMING ITS ACCEPTANCE OF THE AGREEMENT AND AGREES TO BECOME BOUND BY THE AGREEMENT. IF YOU ARE AN INDIVIDUAL, THEN YOU ARE CONFIRMING ACCEPTANCE ON YOUR BEHALF. IF YOU ARE A REPRESENTATIVE OF A COMPANY, THEN YOU ARE CONFIRMING ACCEPTANCE ON THAT COMPANY'S BEHALF AND CONFIRMING THAT YOU HAVE AUTHORITY FROM THE COMPANY TO ORDER THIS SERVICE AND TO BIND THE COMPANY TO THIS AGREEMENT. CUSTOMER IS LEGALLY RESPONSIBLE FOR EACH USER ACCESSING THE SERVICE OR THE APPLICATIONS BY MEANS OF, OR BECAUSE OF, CUSTOMER'S ACCOUNT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN DO NOT ACCEPT THIS AGREEMENT AND YOU WILL NOT RECEIVE ACCESS TO THE SERVICE.

1. The Service.

1.1 The Service is comprised of various software applications ("Applications") that allow Customer to store, convert, manage, deliver, download and display multimedia presentations and information created by Customers uploading or streaming of audio, video, multimedia, text, data and content ("Customer Content") and then display such presentations through an Internet based website ("Customer Site"). All other use and access to the Service is prohibited.

1.2 Asset Learning makes different Applications available on the Service and Customer's right to access such Applications is determined by the actual Services purchased by Customer for its account. Further, Customer's use of a specific Application may also be governed by a license agreement for that specific Application ("Application License Agreement") which, if applicable, will need to be accepted by Customer during the installation process for such Application.

1.3 If Customer or any of its employees or agents download, install, or use the Presenter Add-In for Breeze or the Asset Learning Breeze Player application (the "Breeze Player") using the Service, Customer agrees that it will, and it will cause such employees or agents, to install and use the Presenter Add-In for Breeze or the Breeze Player only on a desktop computer and not on any non-PC product, including, but not limited to, a web appliance, set top box (STB), handheld, phone, or web pad device.

1.4 In order to provide Customer the most current version of the Service, Asset Learning reserves the right to update, upgrade, or otherwise change the Service and any Applications at any time and Customer understands and agrees that such updates, upgrades or other changes may occur from time to time during its use of the Service and Applications without prior notice to Customer.

2. Access to the Service and Security.

2.1 Asset Learning will create an account, with an associated password, through which Customer may access the Service based on the actual Services purchased by Customer. The date Customer is provided such password shall be the Service Activation Date. Customer may access Customer Site either through a web browser or, as applicable, certain Applications.

2.2 Customer will take all reasonable measures to limit access to control and modification of Customer Site to authorized persons. Such measures may include, for example, distributing passwords to designated employees only, and ensuring that such passwords are kept strictly confidential. Other than distribution of the initial password for access to the Service, Asset Learning will have no obligation or responsibility with regard to the use, distribution or management of such passwords. Customer agrees to notify Asset Learning immediately if Customer suspects any unauthorized use of the Service, Customer Site or related passwords.

2.3 Customer acknowledges and agrees that there are strict limits on the number of individuals who may concurrently access the Service (“Concurrent Users”). Customer acknowledges and agrees that there also are strict limits on the number of individuals with the right to access the Service to create, modify, store, convert, manage, or display any presentation or information (each a “Presenter”). Customer may not at any time have more individuals who are Concurrent Users or Presenters than the aggregate number of Concurrent Users or Presenters permitted within the scope of the Service purchased by Customer. If Customer exceeds the applicable limits on the number of Concurrent Users or Presenters then Asset Learning may, at its discretion, either charge Customer an overage fee or suspend the Service. In addition, Customer may not permit any Presenter to share or disclose the username or password assigned to such Presenter. Furthermore, Customer may not permit any of its employee(s) or agent(s) who are not authorized Presenters to download or install the Presenter Add-In for Breeze.

2.4 If Customer is granted access to the pod Application Programming Interfaces ("APIs") provided by Asset Learning to create custom pod code, pods may be uploaded to and installed in Customer's Site. Customer acknowledges and understands that installation and use of this Customer-generated code may create system instability and unanticipated adverse effects. Customer assumes full and sole responsibility for any damages, losses, costs, delays and other adverse effects resulting directly or indirectly from installation of such code, and Customer authorizes Asset Learning to take any action necessary to remediate such adverse effects, up to and including immediate termination of Customer account.

2.5 Customer agrees to keep all usual and proper records and books of account and all usual and proper entries relating to its use of the Service and the Applications. Records and books of account include, but are not limited to, information regarding the number of Presenters and concurrent users. Asset Learning may cause an audit and/or inspection to be made of the applicable records and facilities in order to verify compliance with this Agreement. Any such audit shall be conducted by an auditor selected by Asset Learning. Any audit and/or inspection shall be conducted during regular business hours at Customer's facilities with advance notice of at least 10 days. Customer agrees to provide Asset Learning's designated audit or inspection team access to the relevant records and facilities and prompt and reasonable cooperation in the audit. Customer shall pay Asset Learning the full amount of any underpayment revealed by the audit plus interest from the date such payments were due under the terms of this Section. Notwithstanding the foregoing, if such audit reveals an underpayment by more than five percent (5%) for the period covered by the audit report, Customer shall pay all of the fees and costs associated with such audit and the amount underpaid with interest from the date such payment was due pursuant to this Section. This provision does not limit any additional rights and remedies at law or in equity that Asset Learning may have due to unauthorized use of the Service or Applications.

3. Customer Content and Customer Site. Customer is solely responsible for Customer Content including making and keeping back up copies of Customer Content. Asset Learning does not verify or endorse in any way Customer Content, including content submitted by any participant on Customer Site. Customer warrants that it is the owner, licensor, or authorized user of all materials that constitute Customer Content. Customer understands that it may be held legally accountable if Customer Content or Customer Site includes, for example, any defamatory comments or materials protected by copyright, trademark, patent, trade secret or other laws without the express permission of the author or owner. Asset Learning reserves the right to investigate any complaints that Customer Content or Customer Site violates any third party rights or is unlawful and Asset Learning may, at its discretion, terminate the Service or change, alter or remove Customer Content or Customer Site, in whole or in part, without prior notice to Customer. Customer agrees to indemnify and hold Asset Learning harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from Customer Content and Customer Site. Asset Learning also reserves the right to disable access to Customer Content or Customer Site, in whole or in part, or contact Customer via email for purposes of complying with the Digital Millennium Copyright Act or any other laws or regulations or for the purposes of informing Customer of changes to its account, the Service or any other information Asset Learning deems is relevant to Customer's use of the Service.

4. Restrictions and Prohibited Acts . As a condition of Customer's use of the Service, Customer will not use the Service for any purpose that is unlawful or prohibited by this Agreement. Customer may not use the Service in any manner that could damage, disable, overburden, or impair any Asset Learning server, or the network(s) connected to any Asset Learning server, or interfere with any other party's use and enjoyment of the Service. Customer may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any Asset Learning server or to the website, through hacking, password mining or any other means. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Customer may not use the Service, including any Application, on a timeshare or service bureau basis. In addition, Customer many not host, on a subscription basis or otherwise, the Service, including any application, (a) to permit a third party to use the Service, including any Application, to create any content, or (b) to conduct conferences or on-line meeting services for a third party. Further, Customer may not access or use the Service or distribute or display Customer Content in any manner that:

4.1 Violates any laws or regulations or is not for a legitimate business purpose;

4.2 Introduces a virus, worm, Trojan horse or other harmful software code;

4.3 Consumes excessive CPU time, bandwidth, memory storage space, or any other system or network resources;

4.4 Engages in any systematic extraction of data or data fields, including without limitation email addresses;

4.5 Exposes Asset Learning to adverse publicity;

4.6 Infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property rights of any third party or Asset Learning;

4.7 Discloses or collects personally identifying information or private information about any third party without that party's consent (or parental consent in the case of a minor);

4.8 Transmits, promotes, solicits or comprises harassing, abusive, threatening, obscene, vulgar, libelous, pornographic or otherwise objectionable or unlawful content or activity;

4.9 Attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity;

4.10 Transmits junk mail, spam, chain letters, or other unsolicited email or duplicative messages;

4.11 Sells, leases, or rents access to or use of the Service;

4.12 Advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any high-risk activity where damage or injury to persons, property, environment or business may result;

4.13 Designs, develops, or creates a competitive product or service to Asset Learning's products and services;

4.14 Links to content that promotes any of the above; or

4.15 Asset Learning, using commercially reasonable judgment, finds objectionable.

5. Privacy. Asset Learning's privacy policy, available at http://www.macromedia.com/go/privacy, is hereby incorporated into the Agreement by reference.

6. Term/Termination.

6.1 Term. This Agreement shall become effective when Customer electronically registers its acceptance of this Agreement by either clicking “I ACCEPT” or by registering for and using the Service. The Term of this Agreement shall commence on the Service Activation Date and will continue in effect until the Service Term expires or either party terminates as permitted hereunder. The Service Term is determined by the Service option purchased by Customer. Customer's purchasing the Pay Per Use option shall have a Service Term of 90 days from Customer's most recent use of the Service; at the conclusion of the 90 day period Asset Learning may suspend or terminate Customer's access to the Service.

6.2 Termination by Asset Learning. Asset Learning may at any time and upon notice terminate the Service and this Agreement, or suspend or restrict Customer's access to the Service in whole or in part, if:

6.2.1 Customer breaches the Agreement or an Application License Agreement and does not cure such breach within 5 business days of receiving written notice of the breach from Asset Learning;

6.2.2 Customer has an unpaid, past due balance on its account or Customer's designated credit card fails to process or accept Asset Learning's charges for Service; or

6.2.3 Asset Learning determines in its sole and exclusive judgment that terminating Customer's Service is advisable for security reasons, to protect Asset Learning from liability, or for the continued normal and efficient operation of the Service.

6.3 Termination by Customer. Customer understands that it may terminate the Service immediately for any reason and at any time by contacting Asset Learning Customer Service.

6.4 Effect of Termination. Upon termination, Customer understands and agrees that it will not receive a refund of any fees previously paid or due and owing by Customer for the use of the Service. Upon termination of Service, all rights granted to Customer under this Agreement and any Application License Agreement will terminate immediately. Asset Learning reserves the right to delete any data files associated with Customer Content, the Customer Site, or Customer's account or use of the Service upon termination of the Service.

7. Proprietary Rights.

7.1 As between the parties, Customer owns Customer Content and any intellectual property rights therein unless Customer has incorporated any Asset Learning intellectual property into Customer Content in which case Asset Learning remains the exclusive owner of such intellectual property.

7.2 Customer acknowledges and agrees that Asset Learning and its licensors own all right, title, and interest in: (a) the Service; (b) the Applications; (c) and any other Asset Learning software. In addition, Customer acknowledges that the Service, the Applications and any other Asset Learning software are protected by United States and international copyrights, trademarks, patents and other proprietary rights and laws. Customer may not decompile, reverse engineer, decode or otherwise examine the internal functioning of the Service, the Applications or any Asset Learning software, including the embedded Asset Learning Flash Player in Application-generated converted files, and may not make, use, sell, copy, reproduce, distribute, transmit, or create derivative works from the Service, the Application and any other Asset Learning software without Asset Learning's prior written consent. Subject to the foregoing restrictions in this paragraph, Customer is licensed to freely display, copy, or distribute Customer Content converted by an Application, if Customer has purchased that right from Asset Learning.

7.3 Customer is welcome to send suggestions on improving the Service, but in doing so, Customer acknowledges and agrees that such suggestions will become the property of Asset Learning without obligation to compensate Customer.

8. Trademarks; Service Marks; Other Websites. This Agreement and your use of the Service do not give Customer any rights, other than those stated in the Asset Learning Trademark Usage Guidelines on http://macronet.macromedia.com/../Local%20Settings/Temporary%20Internet%20Files/OLK6/www.macromedia.com, to use any Asset Learning trademarks, service marks or logos. Asset Learning may provide links to other websites or resources as part of the Service only as a convenience to Customer. Asset Learning is not responsible for the contents, products or services on any third party site and the inclusion of any link does not imply that Asset Learning endorses the content on such third party sites. Customer is visiting such third party sites solely at its own risk.

9. Service Level Agreement.

9.1 Service Availability Objective. Asset Learning's objective is to make reasonable efforts to provide Service Availability of 99.9% as measured on a monthly basis (“Service Availability Objective”). Service Availability is defined as the time that the Service is capable of receiving, processing, and responding to requests, excluding (a) Scheduled Maintenance, (b) Customer Error Incidents, and (c) Force Majeure. Service Availability is calculated as a percentage by dividing the number of minutes the Service is available during the applicable month by the number of total minutes in the applicable month, excluding in all cases Scheduled Maintenance, Customer Error Incidents, and Force Majeure.

9.2 Remedy for Failure to Achieve Service Availability Objective. At Customer's request Asset Learning will calculate Customer's Service Availability during a given calendar month. In the event that the Service Availability Objective was not met in a given month, then for each day in such month that the duration of the Service unavailability exceeds 4 continuous hours, Customer is entitled to receive a one day Service credit, subject to the Agreement and requirements of this Section 9. For purposes of calculating the Service Availability Objective, Asset Learning will only consider the Service unavailable if the Customer opened a trouble ticket relating to the Service unavailability with the Asset Learning customer support department within three (3) business days of the Service unavailability. To obtain a credit for Asset Learning's failure to meet the Service Availability Objective, Customer must request such credit in writing no later than the calendar month following the month of the Service unavailability giving rise to Customer's credit request. In the event of a conflict between the data in Customer's records and Asset Learning's records, the data in Asset Learning's records shall prevail. Any Service credit due hereunder will be applied to Customer's account at the conclusion of the then-current Service Term. Customers purchasing Service on a Monthly or Pay Per Use basis are not eligible for any credits arising from or relating to Service unavailability. The Service credit offered in this Section 9 shall be Customer's sole and exclusive remedy for any failure of the Service or any failure of Asset Learning to meet the Service Availability Objective.

9.3 Definitions.

9.3.1 Scheduled Maintenance is defined as any maintenance performed during Asset Learning's standard maintenance windows (currently occurring between Saturday 12:01am Pacific Time and Sunday at 11:59pm Pacific Time, and weekdays between 6:00pm Pacific Time and 11:59pm Pacific Time) and any other maintenance of which Customer is given at least 48 hours advance notice. Asset Learning may perform maintenance on some or all of the Service in order to upgrade hardware or software that operates or supports the Service, implement security measures, or address any other issues it deems appropriate for the continued operation of the Service.

9.3.2 Customer Error Incident is defined as any Service unavailability resulting from Customer applications, Customer Content, or Customer equipment, or the acts or omissions of any user of the Service.

9.3.3 Force Majeure is defined as acts of God, terrorism, labor action, fire, flood, earthquake, governmental acts, orders, or restrictions, denial of service attacks and other malicious conduct, utility failures, or any other cause of Service unavailability that was beyond Asset Learning's reasonable control.

10. Warranty Disclaimers.

10.1 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9 (“SERVICE LEVEL AGREEMENT”), THE SERVICE AND THE APPLICATIONS ARE PROVIDED ON AN "AS IS' AND "AS AVAILABLE'' BASIS. TO THE FULL EXTENT PERMITTED BY LAW, MACROMEDIA, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE AND THE APPLICATIONS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MACROMEDIA DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT OUR SERVERS AND SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT MACROMEDIA'S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER INFORMATION BY THIRD PARTIES.

10.2 THE SECURITY MECHANISMS INCORPORATED IN THE SERVICE HAVE INHERENT LIMITATIONS AND CUSTOMER MUST DETERMINE THAT THE SERVICE ADEQUATELY MEETS CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MACROMEDIA, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

10.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

11. Limitation of Liability.

11.1 NEITHER MACROMEDIA NOR ITS SUPPLIERS SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY APPLICATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MACROMEDIA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2 MACROMEDIA'S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $500 OR THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE OR APPLICATION THAT CAUSED SUCH DAMAGE IN THE THREE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. CUSTOMER AGREES 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 AN APPLICATION MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

11.3 THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

12. Service Fees and Payment Terms . Use of the Service is subject to Customer's payment of Asset Learning's charges for the Service, including but not limited to, annual subscription fees, monthly fees (including optional audio and broadcast video fees), usage-based fees, overage fees, SSL fees, and customization fees (collectively the “Service Fees”). Asset Learning may change the monthly fees for the Service upon thirty days notice, but such change shall not become effective until conclusion of Customer's then-current Service Term. Asset Learning reserves the right to change usage-based fees and overage fees at any time upon notice to Customer. The applicable payment terms are dependent upon which of the following Service options and payment methods have been selected by Customer:

12.1 Online Credit Card Option: Asset Learning will charge Customer's designated credit card account according to the billing cycle associated with the Service option selected by Customer. For Pay Per Use accounts, Asset Learning will charge Customer's designated credit card account on a daily basis for the outstanding Service Fees up to and including the current day's activity. For Service Terms of one month or more, Asset Learning will charge Customer's designated credit card account in advance on a monthly basis for the applicable monthly fee and in arrears on a periodic basis for any usage-based or overage fees. If Customer selects the credit card payment option Customer accepts full responsibility for registering with Asset Learning, and maintaining current, a valid credit card account to which the Service Fees can be charged.

12.2 Purchase Order Option: Asset Learning will invoice Customer in advance for the full fee for the Service Term for which Customer commits. Additional usage-based or overage fees (if any) will be invoiced in arrears on a monthly basis. When Customer is invoiced for Service Fees, payment from Customer shall be due within thirty (30) days following the date of any such invoice. A finance charge of the lower of one and one half percent (1.5%) per month, or the maximum amount allowed by law, will be assessed on all amounts remaining unpaid at the end of such thirty (30) day period. Each payment shall specify the Customer's account number and the Asset Learning invoice number to which the payment should be applied. Invoices must be paid in full; Customer shall not make any unauthorized deductions from the invoiced amount due.

12.3 Collections Costs; Remedies. Customer shall be responsible for all costs and expenses incurred by Asset Learning in connection with collection of past due amounts, including collection fees, attorneys fees, and court costs. Failure of Customer to pay any amounts when due shall constitute sufficient cause for Asset Learning, at its sole option, to suspend the Service, terminate this Agreement and/or seek any other remedy it may have against Customer, whether under this Agreement, or any other cause of action, whether at law or in equity.

13. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of California , excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Customer agrees to submit to the exclusive jurisdiction of the courts of the State of California and the United States federal district court located in San Francisco County , California . Customer is solely responsible for its familiarity and compliance with any laws that may prohibit Customer participation in or use of any part of the Service. This Agreement constitutes the entire agreement between Customer and Asset Learning and supersedes all prior agreements, representations and understandings between the parties regarding the subject matter contained herein. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect. Asset Learning's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Asset Learning in writing. >From time to time, Asset Learning may be required to update or modify this Agreement and shall provide Customer notice of such modifications; provided, however, Customer's use of the Service after such notice shall constitute acceptance of the new Agreement. Customer's rights hereunder may not be assigned or transferred to any third party without the written consent of Asset Learning. Each party will provide the other with written notice under this Agreement by sending the other party notice as follows: for Customer, notice will be sent to the address and contact person for Customer's account and for Asset Learning, notice will be sent to Asset Learning, Inc., 600 Townsend Street , San Francisco , CA 94103 Attention: General Counsel.