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User Terms and Conditions

Please carefully review the terms and conditions of use of the GuidanceDirect.com service (the "Service") and its affiliate web site (the "Web Site") set forth below. Access to and use of the Service and the Web Site are subject to these terms and conditions and all applicable laws and regulations, including laws and regulations governing copyright and trademark.

1. ACCEPTANCE OF TERMS AND CONDITIONS

BY REGISTERING FOR OR USING THE SERVICE OR THE WEB SITE YOU (SOMETIMES REFERRED TO AS THE "USER") AGREE TO THE FOLLOWING TERMS AND CONDITIONS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (AS AMENDED, THE "TERMS AND CONDITIONS"). Centris Group may amend or modify these Terms and Conditions without notice, effective immediately, by posting such terms and conditions on the Web Site or by otherwise notifying you of such terms and conditions. If you use the Service or the Web Site after we post changes to these Terms and Conditions, you accept the changed Terms and Conditions. In addition to the Web Site, Centris Group offers other services and may offer additional services that may be governed by different or additional terms and conditions.

2. DESCRIPTION OF SERVICE

GuidanceDirect.com offers a broad range of information, translation of documents and other resources on the Web Site of particular interest to special education administrators, which resources are designed to assist special education administrators in efficiently and cost effectively managing the requirements of their position. The Service and the Web Site is for use only under a non-exclusive, non-transferable, and non-assignable license under these Terms and Conditions. The User is hereby prohibited to copy, sell, or otherwise exploit for any commercial purpose the Service or the Web Site (in whole or in part), access to the Service or the Web Site or use of the Service or the Web Site.

The materials on the Web Site are provided for informational purposes only, do not constitute legal advice, do not necessarily reflect the opinions of Centris Group or any of its attorneys or clients, and are not guaranteed to be correct, complete, or up to date. You should not act or rely on any information on the Web Site without seeking the advice of an attorney. If you communicate with us through the Web Site or otherwise in connection with a matter for which you have not engaged us, your communication may not be treated as privileged or confidential. If you communicate with us by e-mail in connection with a matter for which we have been engaged, please remember that Internet e-mail is not secure and you should avoid sending sensitive or confidential Internet e-mail messages unless they are adequately encrypted.

3. ELIGIBILITY FOR USE

The Service and the Web Site are available only to individuals who are administrators in special education and who subscribe to the Service. Centris Group may refuse access to the Service or the Web Site to anyone at any time, in its sole discretion.

4. USER'S OBLIGATIONS TO PROVIDE ACCURATE INFORMATION

The User represents and warrants that the User will: (a) provide accurate, complete and up to date information about the User as prompted by the components of the Web Site and in the registration process; and (b) maintain and update this information as necessary.

It is the User's responsibility to arrange, be responsible for, and pay for the Internet access service connecting the User's computer to the Internet to enable the User to have access to the Web Site.

5. TERMINATION

If any information provided by the User is inaccurate, incomplete, or not up to date, if the User has violated these Terms and Conditions, or if the User has violated the rights of Centris Group or others, then Centris Group may, without notice, terminate the User's access to and use of the Service and the Web Site. In addition, Centris Group reserves the right, in its sole discretion, for any or no reason, without liability to the User, to refuse access to the Service and the Web Site to the User. Centris Group also reserves the right to discontinue, on a temporary or permanent basis, the Service and the Web Site (in whole or in part) without notice and without liability to the User after the User's subscription has expired.

6. USE OF INFORMATION

To enable Centris Group to use and publish your information that you choose to make publicly available on the Web Site in connection with your use of the Service or the Web Site ("Your Information"), you grant Centris Group a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including other rights) and license to use, reproduce, modify, adapt, publish, perform, prepare derivative works from, distribute, and display Your Information (in whole or in part) and to incorporate it in other works in any other form, media or technology now known or later developed, for the full term of any rights that may exist in Your Information.

7. PRIVACY

You acknowledge and agree that Centris Group may preserve Content (as defined in Section 14 below) and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Centris Group, its users and the public.

8. PASSWORDS AND SECURITY

The User will select a password upon completing registration. The User is responsible for maintaining the confidentiality of the password and for all activities in connection with the User's password. User must immediately notify Centris Group of any unauthorized use of the User's password or any other breach of security. Centris Group will not rent or sell your name, address, email address, or other personal information to any third party without your permission. To keep you informed about our latest offers, we may notify you of current promotions, specials and new additions to the Service and the Web site.

9. USE OF COPYRIGHT, TRADEMARK OR OTHER PROTECTED MATERIAL

The User will not post any information or items to the Web Site that is copied, in whole or in part, from third party sources without their written authorization and express permission. This includes: scanning of images created by others, copying, modifying, and possibly linking to code, images, sound files, movie files, or text created by others, any other activities which would infringe the property rights of others. For further clarification, please see the U.S. Copyright Law or the websites of the U.S. Copyright Office or U.S. Trademark Office. If a User or visitor to the Web Site believes its copyright, trademark or other property rights have been violated by a posting on the Web Site, the User or visitor should notify Centris Group immediately via e-mail by clicking on the "Contact Us" link at the Web Site or by certified mail to the address posted on the "About Us" link at the Web Site. To be effective, the notification must include: a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple allegedly infringed works at a single on-line site are covered by a single notification, a representative list of such works at that site; identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Centris Group will then take appropriate remedial action, which may include the removal of infringing material or items, from the Web Site. Please allow Centris Group at least 48 hours to review, and if appropriate, remove the infringing materials or items.

10. USER RESPONSIBILITIES

The User shall comply with all applicable local, state, national, and international laws and regulations in connection with the use of the Service and the Web Site, shall not impersonate any person or entity or falsely represent User's identity, and shall not interfere with the use of the Service or the Web Site by others, including, without limitation, by submitting any virus or other mechanism to the Web Site, by transmitting junk mail, spam, bombs, or unsolicited email, or by attempting to cause the Web Site to crash. The User shall be solely responsible for the contents of the User's account information and for any communications in connection with the User's use of the Service and the Web Site. Without limiting the generality of the foregoing,

YOU MAY NOT:

- use the Web Site to communicate any unlawful, annoying, harassing, defamatory, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, derogatory, or tortuous material of any kind or any material that invades, infringes or violates the personal or proprietary rights of any person or entity;

- attempt to gain unauthorized access to other networks connected to the Web Site;

- upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

- upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

- upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;

- upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

- interfere with or disrupt the Service or the Web Site or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Site;

- "stalk" or otherwise harass another; or

- collect or store personal data about other users.

11. INDEMNITY

The User shall indemnify and hold Centris Group, its officers, managers, members and employee harmless from any claim, demand, action, loss, cost, and expense, including, without limitation, reasonable attorney's fees, arising out of or in connection with the User's use of the Service or the Web Site, the User's breach of any representation or warranty in these Terms and Conditions, the User's violation or breach of these Terms and Conditions, the User's violation or infringement of the rights of others, or any Content the User submitted or posted to, or transmitted through, the Web Site, whether such claim, demand, action, loss, cost or expense arose from claims of third parties or otherwise.

12. Centris Group's PROPRIETARY RIGHTS

Information made available to the User through the Service or the Web Site and the content of the Service and the Web Site may be protected under copyright, trademark, patent, or other laws of the United States and foreign jurisdictions. User may not use this information and content unless expressly authorized by Centris Group or the other proprietors of this information and content, and may not reproduce, retransmit, publicly display or perform, distribute, or prepare derivative works of such information or content without express authorization of the proprietors thereof.

13. LINKS

The Web Site contains links to other resources on the Internet. These links are provided as citations and aids to help you identify and locate other Internet resources that may be of interest, and are not intended to state or imply that Centris Group has reviewed or approved the content of such links or sponsors, is affiliated or associated with such links or sponsors, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links.

14. CARE IN USING THE SERVICE AND THE WEB SITE

The User should be careful in using the Service and the Web Site to avoid misrepresentations and other harmful effects. Centris Group does not screen or otherwise monitor information that is provided in connection with the Web Site. You should consult with legal counsel of your choice before taking any action in reliance on any information obtained from the Service or the Web Site.

You understand that all information, data, text, software, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Centris Group, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Web Site. Centris Group does not control the Content posted on or via the Web Site and we cannot and do not review the accuracy of such Content or guarantee its accuracy, integrity or quality. You understand that by using the Web Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Centris Group be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise transmitted via the Web Site.

15. DISCLAIMER OF WARRANTIES

USE OF THE SERVICE AND THE WEB SITE IS AT THE USER'S SOLE DISCRETION AND RISK. THE SERVICE AND THE WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPOSED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NEITHER CENTRIS GROUP NOR ITS AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE SERVICE OR THE WEB SITE.

CENTRIS GROUP MAKES NO WARRANTY THAT THE SERVICE OR THE WEB SITE WILL BE UNINTERRUPTED, SECURE, AND FREE OF VIRUSES OR OTHER MECHANISMS, OR ERROR FREE. CENTRIS GROUP MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE WEB SITE OR AS TO ANY TRANSACTION ENTERED INTO THROUGH THE SERVICE OR THE WEB SITE.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE WEB SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT AND/OR DATA.

YOU ACKNOWLEDGE THAT CENTRIS GROUP DOES NOT PRE-SCREEN CONTENT, BUT THAT CENTRIS GROUP AND ITS DESIGNEES SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) IN THEIR SOLE DISCRETION TO REFUSE OR MOVE ANY CONTENT THAT IS AVAILABLE VIA THE WEB SITE. WITHOUT LIMITING THE FOREGOING, CENTRIS GROUP AND ITS DESIGNEES SHALL HAVE THE RIGHT TO REMOVE ANY CONTENT THAT VIOLATES THESE TERMS AND CONDITIONS OR IS OTHERWISE OBJECTIONABLE. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH CONTENT. IN THIS REGARD, YOU ACKNOWLEDGE THAT YOU MAY NOT RELY ON ANY CONTENT CREATED BY CENTRIS GROUP OR SUBMITTED TO CENTRIS GROUP IN ANY PART OF THE WEB SITE.

16. LIMITATION OF LIABILITY

CENTRIS GROUP SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF WHATEVER KIND AND HOWEVER CAUSED RESULTING FROM: THE USE OR THE INABILITY TO USE THE SERVICE OR THE WEB SITE; THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE OR THE WEB SITE; THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR INFORMATION RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR THE WEB SITE; OR ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SERVICE AND THE WEB SITE, EVEN IF CENTRIS GROUP KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST CENTRIS GROUP AND ITS SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF YOUR USE OF THE SERVICE AND THE WEB SITE AND THE INFORMATION AVAILABLE THEREON.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CENTRIS GROUP UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE LESSER OF YOUR SUBSCRIPTION FEE FOR THE MONTH IN WHICH THE DAMAGES WERE INCURRED OR YOUR DIRECT DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING THIS SECTION 16 AND SECTIONS 15 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

17. GENERAL

The internal laws of the State of New York applicable to agreements made and to be fully performed therein shall govern these Terms and Conditions and any disputes arising out of or related to the Service and the Web Site. The User and Centris Group shall submit to the personal and exclusive jurisdiction of the courts located within the county of New York, State of New York.

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Terms and Conditions shall remain in full force and effect.

The paragraph headings are for convenience only and shall have no effect upon the meaning of the paragraph.

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