TERMS AND CONDITIONS

CAREFULLY READ THESE TERMS OF USE. BY ACCESSING THE PLATO WEB SITES AND/OR USING THE PLATO SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

1. Acceptance of Terms of Use. THIS TERMS OF USE DOCUMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PLATO, INC., d/b/a PLATO LEARNING (“PLATO”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF ALL PLATO SERVICES (THE “SERVICES”) ON ALL PLATO WEB SITES (THE “SITES”). THIS DOCUMENT, TOGETHER WITH ALL UPDATES, ORDER AUTHORIZATION FORMS, OUR PRIVACY POLICY, AND LICENSE AGREEMENTS BETWEEN YOU AND PLATO, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND PLATO. NO ADDITIONAL, SUPPLEMENTARY, CONFLICTING OR INCONSISTENT TERMS OR CONDITIONS SET FORTH ON ANY PURCHASE ORDER OR ANY OTHER ORDER-RELATED DOCUMENT ISSUED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE OR THE SERVICES SHALL APPLY UNLESS AGREED TO BY PLATO IN A BILATERALLY SIGNED WRITING. PLATO OFFERS THE PLATO WEB SITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THESE TERMS OF USE. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, USE OF ANY OF THE SERVICES, DOWNLOADING OF ANY CONTENT, OR MERELY BROWSING THE SITE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH MAY BE MODIFIED BY PLATO FROM TIME TO TIME WITHOUT NOTICE OR LIABILITY TO YOU. YOUR USE OF ANY OF THE PLATO SITES WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THESE TERMS OF USE, RULES, AND GUIDELINES POSTED ON THE PLATO SITE AT THE TIME OF SUCH USE. YOU SHOULD PERIODICALLY CHECK THE "TERMS OF USE" LINK ON THE PLATO SITE'S HOME PAGE TO VIEW THE THEN-CURRENT TERMS.

2. Changes. PLATO reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to incorporate new or additional rules, policies, terms, or conditions on your use of the Service, as defined below. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the PLATO Web sites will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference. You are responsible for regularly reviewing these Terms of Use and familiarizing yourself with the most current version, which can be accessed via the "Terms of Use" link on the PLATO Web site Home page.

3. Description of Services. Through its network of subscription service Web sites, PLATO provides you with access to a variety of educational resources, including interactive curriculum, instructional resources, academic assessment, and accountability solutions aligned to state standards, learning management systems, standards and curriculum integration systems, and planning systems, and other educational tools and solutions (collectively "Services"). In addition to any applicable PLATO license agreement, the Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Use, and you agree to strictly comply with these Terms of Use in any access to or use of the Services. Additionally, when using Services on this Site that are offered by PLATO, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services as well as to these Terms of Use. Such guidelines, rules, or licenses may contain terms and conditions in addition to these Terms of Use.

4. Permitted Use. Access to and use of the PLATO Services is provided by subscription typically purchased and paid by a school district, individual school, academy, university, college, trade school, or other educational entity (the “Licensee”), who provides access to the Services to such Licensee’s students, faculty, and staff, (the “Authorized Users”). The PLATO Sites and Services are provided solely for Authorized Users’ (your) own personal, internal, educational, and noncommercial use only. Authorized Users are granted, subject to this Terms of Use, a personal, non-exclusive, non-assignable, and non-transferable license to access and use this Site for personal and non-commercial use and purposes only. Licensees understand, acknowledge, and agree that Licensees are responsible to ensure that Authorized Users comply with these Terms of Use, and are liable for any violations of these Terms of Use by Authorized users. PLATO retains all rights with respect to the PLATO Sites and Services except those expressly granted to you in this Agreement or by license agreement. You agree not to duplicate, publish, print, display, modify, create derivative works from, or otherwise distribute the material on the PLATO Sites unless specifically authorized in writing by PLATO. You agree not to frame, or assist third parties in framing, any of the Web pages contained in the PLATO Sites. Such framing is strictly prohibited under this Agreement. The information, artwork, text, video, audio, pictures, content, software, trademarks, service marks, and other intellectual property on the PLATO Sites are the proprietary property of PLATO and/or its suppliers and are protected by U.S. and international copyright and other intellectual property laws. As a condition of your use of the PLATO Sites, you warrant to PLATO that you will not use the PLATO Sites for any purpose that is unlawful or prohibited by these Terms of Use. You agree not to use the PLATO Sites in any manner that could damage, disable, overburden, or impair the PLATO Sites or interfere with any other party's use and enjoyment of the PLATO Sites. You further covenant that you will not use the PLATO Sites to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail, or any other form or type of SPAM.

5. User Conduct/Authorized User. In using the PLATO Sites, including all Services available through them, you agree: (i) not to disrupt or interfere with any other user’s enjoyment of the PLATO Sites or affiliated or linked sites; (ii) not to create a false identity; (iii) not to use or attempt to use another’s account, password, services, or system; (iv) not to access or attempt to access any Services or server which you are not authorized to access; and (v) not to disrupt or interfere with the security of, or otherwise cause harm to, the PLATO Sites, or any Services, materials, content, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites. You represent and warrant to PLATO that you have been duly designated by the Licensee as an Authorized User with full and complete authority to access the PLATO Sites in order to use the associated Services. You understand and agree that PLATO is entitled to, and is, relying on such representation in providing access to the PLATO Sites and use of the PLATO Services to you. The PLATO Site and Services are made available for your personal, non-commercial use only. You may not use the PLATO Site and/or Services to sell a product or service, or to increase traffic to your Web site, or for any other commercial purposes. Use of manual or automated software, devices, or other processes to “crawl” or “spider” any Web pages contained in the PLATO Site is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to “frame” or otherwise simulate the appearance or function of this website. You agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications and/or attempts to gain unauthorized access.

6. Use of Communication Services. If you participate in any chat rooms or bulletin boards or submit any content to PLATO (collectively "Communication Services") within the PLATO Sites, you agree that any use by you of such features (i) shall be your sole responsibility; (ii) shall not infringe or violate the right of any other party, (iii) shall not contribute to or encourage unlawful conduct, or (iv) shall not otherwise be obscene, objectionable, or in poor taste. You may submit only content that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. You are prohibited from posting or transmitting to or from the PLATO Sites any unlawful, threatening, harassing, libelous, offensive, defamatory, obscene, or pornographic materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to the PLATO Sites. You further agree that any information posted or submitted by you shall not: (1) be false, inaccurate, or misleading; (2) be fraudulent; (3) infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (4) violate any law, statute, ordinance, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising); (5) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (6) be obscene or contain any sort of pornography; (7) contain any viruses, Trojan horses, worms, time bombs, cancelbots, trap doors, or other deleterious computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (8) create liability for PLATO or cause PLATO to lose (in whole or in part) the services of our ISPs or other suppliers; and (9) link directly or indirectly to links that you do not have a right to link to or include. PLATO has no obligation to monitor the Communication Services. However, PLATO reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. PLATO reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any violation of this Agreement. PLATO does not control or endorse the content, messages, or information found in any Communication Service, and, therefore, PLATO expressly disclaims any liability with regard to the Communication Services and any action resulting from your participation in the Communication Services. All such participation is solely at your own risk.

7. PLATO’s Privacy Policy/Security. Except as otherwise expressly provided for in this Agreement, the Service is subject to PLATO’s Privacy Policy set forth at http://www.plato.com/Privacy-Policy.aspx, which is expressly made a part of this Agreement. PLATO implements reasonable and proven security measures in order to preserve the security of information submitted to and downloaded from the PLATO Sites, including where appropriate, encryption protocols and other security devices and measures. Notwithstanding such security efforts, PLATO does not guarantee the security of any information transmitted to or from the PLATO Sites. You agree to assume the security risk for any information you provide to or receive from the PLATO Sites. It is also possible that other users or unauthorized "hackers" may post or transmit offensive or obscene materials on the PLATO Site and that users may be involuntarily exposed to such offensive or obscene materials. It is also possible that such hackers could compromise the PLATO Site security in some manner through unauthorized "hacking," and that such hacker may use unauthorized materials for improper purposes. By accessing the PLATO Site, you agree to undertake the risk of such occurrences. Further, you agree to monitor your minors’ use of the Internet and to educate such minors about sharing personal information on the Internet.

8. Privacy Regulations. Use of the PLATO Services and Web sites by children under the age of 13 requires compliance with the terms of the Children's Online Privacy Protection Act of 1998 ("COPPA"). The subscriber to the PLATO Service, typically a school district or other educational entity (“Subscriber”), has agreed that it will obtain parental consent for each child under the age of 13 before the child is allowed to access or use the PLATO Service as an Authorized User. If you are a parent of a child under 13 years of age, and you wish to allow your child to access and use PLATO’s educational online Services, then you must first provide your consent to the Subscriber. If you are a child under 13 years of age, you are not permitted to access and use the PLATO Service or Web sites unless your parent has provided the required consent to the Subscriber. Additionally, any student and faculty work product resulting from use of the PLATO Services, including student performance or use data and records, shall be owned by the Subscriber. Subject to the Family Educational Rights and Privacy Act ("FERPA"), and to the extent that PLATO obtains confidential information from the Subscriber, including student performance or use data and records, PLATO shall comply with the requirements of FERPA. You understand and acknowledge that in order to process, operate and maintain certain of the PLATO Services, PLATO may be required to disclose such data and information to PLATO's contractors or vendors and suppliers. Such disclosure shall be solely for the purpose of processing, operating and maintaining the PLATO Service, and PLATO shall first ensure that such contractors, suppliers and vendors are bound by confidentiality and nondisclosure obligations. Except for such disclosure, PLATO will not disclose educational records to any third party, except under a court order.

9. Log-In, Password and Security. As a subscriber to or user of the PLATO Services, you create, or have created for you, a PLATO account by registering, which includes designating a login name and password. You are responsible for maintaining the confidentiality of your account number and account name, as well as your login and password. You are fully responsible for all activities that occur under that login name and/or password. You should not reveal your account information, login name or password to anyone else or use anyone else’s account. You agree to immediately notify PLATO of any unauthorized use of your login, passwords or accounts, or any other breach of security. PLATO is not liable for any loss or damage arising from your failure to comply with this section. You are responsible for damages resulting from all uses of your account number, account name, and/or login and password, unless access to your account number, account name, and/or login and password was obtained through no fault or negligence of your own. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to the PLATO Services for any reason whatsoever.

10. System Requirements/Support Resources. Use of the Service requires Internet access (fees may apply), and certain minimum hardware, software, and firmware system requirements, which may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, firmware, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may vary from time to time, are your responsibility. The Technical Specifications for the system requirements for various services offered on the PLATO Web sites are located at the following URL: http://support.plato.com/requirements.asp. Information regarding PLATO’s Software Support Program (SSP) resources is available at the following URL: http://support.plato.com.

11. Intellectual Property. The online services available on the PLATO Sites are PLATO’s intellectual property to which PLATO holds and retains sole and exclusive right, title, and interest. These services, including their associated technology and content, constitute PLATO’s proprietary, confidential, competition-sensitive, and trade secret information, and are protected by federal and international copyright, trademark, patent, and/or other intellectual property laws, rules, and regulations. You are granted no right, title, or interest, express or implied, in or to any of the online services except the limited right to access and use the Service in accordance with the applicable license agreement and these Terms of Use. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its materials, content, or its Services. You agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site. The entire content of this Site and any supporting software are the proprietary property of PLATO and/or its licensors, and are protected by U.S. and international copyright and other intellectual property laws. The reproduction, redistribution, modification, or publication of any part of this Site without the express written consent of PLATO and/or its licensors is strictly prohibited. You agree not to display, disparage, dilute, or taint the PLATO trademarks or use any confusingly similar marks or use the PLATO trademarks in such a way that would misrepresent or confuse the ownership of such marks.

12. User Content. The Service may offer interactive features that allow you to submit or post non-third party information and materials on areas of the Service accessible and viewable by other users of the Service and the public, such information and materials being referred to as “User Content.” In the event you upload or otherwise in any manner contribute any User Content in any format to the PLATO Site, you understand and agree that you are solely responsible for any legal liability arising out of or relating to such User Content and any material to which users can link through such User Content. You represent and warrant that no such User Content will: (a) infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance, or regulation, including without limitation the laws and regulations governing export control; (c) be defamatory or trade libelous; (d) be pornographic or obscene; (e) violate any laws regarding unfair competition, antidiscrimination, or false advertising, or (f) contain viruses, Trojan horses, worms, time bombs, trap doors, cancelbot, or other similar harmful or deleterious programming routines. You agree to defend, indemnify, and hold harmless PLATO and its directors, officers, agents, and employees for any and all losses, costs, liabilities, or expenses (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from any breach of the foregoing representations and warranties or any other act, omission, or misrepresentation by you. PLATO may, but is not obligated to, monitor or review any areas on the PLATO Sites where users transmit or post User Content, including but not limited to areas where Services are available, or chat rooms, bulletin boards, or other user forums, and the substance of any User Content. To the maximum extent permitted by law, PLATO will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. PLATO also disclaims all liability with respect to the misuse, loss, modification, or non-availability of any User Content.

13. License to Posted Material. While you retain ownership and responsibility for User Content, in addition to the guidelines specified in Section 6 above, you hereby grant PLATO a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use such User Content as part of the Service, and in relation to other PLATO products and services without any compensation or obligation to you. PLATO reserves the right not to post or publish any User Content, and to delete or remove any User Content at any time in its sole discretion without liability. You acknowledge and agree that PLATO may, without liability or obligation to you, and you hereby authorize PLATO to, make User Content available to all users of the Service, and that PLATO may use, reproduce, display, distribute, modify, and create derivative works of any User Content you post on the Service without any liability or obligation of any kind to you or to any third party. PLATO's right to use and permit third parties to use User Content will survive the expiration or termination of any license agreement. Providing or making available User Content to PLATO does not give you any ownership rights in or to the Service, any associated software, or any other PLATO proprietary or intellectual property. Additionally, provided you hold the requisite valid license, you may post the copyrighted works of third party licensors who have licensed the use and distribution of such third party works to you (the “Licensed Content”). In connection with the foregoing provisions of this Section, you represent and warrant that you (a) hold and retain sole and exclusive title, rights, and interest in and to the User Content, or (b) have all necessary legal right, authority, and license to provide the Licensed Content to PLATO for use as described in this Section, and (c) that the User Content and the Licensed Content do not and will not infringe any copyright, trademark, patent, trade secret, or any other intellectual or proprietary property right of any third party. You agree to defend, indemnify, and hold PLATO, its directors, officers, employees, and agents harmless from and against any and all costs, expenses, damages, awards, and liability resulting directly or indirectly from any claim that the User Content and/or the Licensed Content infringe any copyright, trademark, patent, trade secret, or any other intellectual or proprietary property right of any third party. Your indemnification obligations hereunder, will survive any termination or expiration of any applicable license agreement for any reason.

14. Third Party Material. Certain products, services, and their content available on the PLATO Sites may include materials from third parties (“Third Party Material”). Although to the best of PLATO’s knowledge, PLATO holds requisite licenses to provide such Third Party Material, you understand, acknowledge, and agree that PLATO does not warrant or endorse, and does not assume, and will not have any liability or responsibility for any Third Party Materials, or for any other materials, products, or services of third parties which you may access in connection with your use of the Service. You understand and acknowledge that (i) PLATO does not control, endorse, or accept responsibility for any content, products, or services offered by third parties through the PLATO Sites, including, without limitation, those of third-party vendors; (ii) PLATO makes no representation or warranties whatsoever about any such third parties, their content, products, or services; (iii) any dealings you may have with such third parties are at your own risk; and (iv) PLATO shall not be liable or responsible for any content, products, or services offered by third parties.

15. Linked Sites. The PLATO Sites and Services may contain links or produce search results that reference links to third party Web sites ("Linked Sites"). PLATO follows reasonable industry practices to identify and include in the PLATO Learning Search and other search engines only appropriate and quality educator-selected Web sites and learning links. PLATO uses good faith efforts to screen Web sites for accurate and appropriate content. However, the Linked Sites are not under the control of PLATO, and you acknowledge that PLATO is not responsible for, and assumes no liability for, the content, opinions, or materials available on any Linked Site ("Linked Site Content"), or the content, opinions, or materials that can be linked to through any Linked Site. PLATO cannot and does not guarantee, represent, or warrant that the Linked Site Content, including, without limitation, other links from or to the Linked Site, is appropriate, accurate, legal, and/or inoffensive. PLATO is not responsible or liable for the functionality, performance, operation, inability to use, or results of use of any such Linked Site. PLATO does not endorse the Linked Site Content, nor does PLATO warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other Web-access device. By using the PLATO Sites to search for or link to another site, you understand and agree that such use is entirely at your own discretion and risk, and that you may not make any claim against PLATO for any damages or losses whatsoever resulting from such use. Any trademarks, servicemarks, logos, works of authorship, copyrighted material, or other intellectual property displayed or accessible on any Linked Site are the property of the Linked Site operator, such operator's licensors, content suppliers, and/or users. Use of any Linked Site shall be governed by the Linked Site Terms of Use, Terms of Service, Acceptable Use Policy, or comparable document. The manner in which the Linked Site uses the information it obtains from visitors to the Linked Site shall be determined by the Linked Site's Privacy Policy. You are responsible for viewing, reading and abiding by the Linked Site's Terms of Use, Terms of Service, Acceptable Use Policy, Privacy Policy, and related documents as applicable in your access to and use of the Linked Site.

16. Warranty. EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN THE APPLICABLE LICENSE AGREEMENT, THE PLATO SITES AND SERVICES, AND ALL MATERIALS AND CONTENT ACCESSIBLE THROUGH THE SITE AND SERVICES, ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. PLATO SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (i) THE SERVICES AND SITES WILL MEET YOUR REQUIREMENTS OR PURPOSE; (ii) THE SERVICES AND SITES WILL FUNCTION UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SITES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY SITES, SERVICES, OR CONTENT ACCESSIBLE BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE AND/OR SERVICES PROGRAMMING OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS SERVICES, OR CONTENT, WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLATO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT, AND (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE.

17. Limitation of Liability. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL PLATO, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COLLATERAL, CONTINGENT, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOST DATA, OR LOST PROFITS, WHETHER OR NOT PLATO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ITS SERVICES, OR MATERIALS; THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE SITE; ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT; ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED; OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

18. Indemnity. You agree to defend, indemnify, and hold PLATO and its subsidiaries, affiliates, directors, officers, agents, employees, partners, consultants, or other related parties harmless from and against any cost, expense, loss, damage, award, or liability (including reasonable attorneys' fees) resulting from any claim, demand, suit, action, or proceeding of any third party arising from or in connection with your violation of the Terms of Use; your violation of the applicable license agreement; your violation of any applicable law, statute, rule, regulation, ordinance, or court or other order; or your violation of any rights of another person or entity.

19. Breach, Termination, and Enforcement of Terms of Use. In the event of your breach of these Terms of Use or the license agreement under which you are using the Service, PLATO may, at its sole discretion, terminate your authorization to use the PLATO Sites or the Service without any liability to you. PLATO reserves the right to undertake action, institute proceedings, or implement other enforcement measures PLATO believes are reasonably necessary or appropriate to enforce and/or verify your compliance with any part of this Terms of Use Agreement. You agree that PLATO has the right, without liability to you, to disclose registration data and/or account information to law enforcement authorities and/or government officials possessing valid authority, as PLATO reasonably believes is necessary or appropriate to enforce and/or verify your compliance with any part of this Terms of Use Agreement, or any associated license agreement.

20. Governing Law and Jurisdiction. By accessing the PLATO Sites, you and PLATO agree that all matters relating to your access to, or use of, the PLATO Sites, as well as the interpretation of this Terms of Use Agreement, as well as any other agreements between the parties, shall be governed by the laws of the State of Minnesota, without regard to the conflicts of laws principles thereof. Solely for purposes of seeking redress in a court of equity, you and PLATO agree and hereby submit to the exclusive personal jurisdiction and venue of the state or federal court located in Hennepin County, Minnesota. Each party irrevocably consents to the jurisdiction of such court. Any other claim or controversy arising out of or related to this Agreement, or the products or services we provide or distribute, shall be settled by individual binding arbitration in accordance with the rules of the American Arbitration Association then effective (“Rules”). Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. In any such dispute, under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim special, punitive, incidental, or consequential damages, and you further waive all rights to have damages multiplied or increased. This shall not preclude PLATO from seeking any injunctive relief for protection of our Intellectual Property Rights. The arbitration shall take place in Bloomington, Minnesota. Any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitrator(s) will be selected in accordance with the Rules, and will be generally familiar with the business of the parties. The cost of the arbitration will be borne equally by the parties. The parties, their representatives, other participants, the arbitrator(s), and the administrator(s) of the arbitration will hold in confidence the existence, content, and outcome of the arbitration. The parties understand that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in court, including the right to a jury trial; and (iii) a party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The prevailing party in any such legal action or proceeding shall, in addition to any other relief, be entitled to recover its costs and reasonable attorney’s fees from the other party.

21. Notice to U.S. Government Users. All PLATO products, services, software, applications, publications, and documentation available on this Site are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users with Restricted Rights (i) only as Commercial Items and (i) with only those rights as are granted pursuant to the terms and conditions set forth in the associated PLATO license agreement. You understand, acknowledge, and agree that no supplementary, inconsistent, or conflicting terms and conditions shall apply. The U.S. Government shall not be entitled to (i) technical information that is not customarily provided to the public or to (ii) use, modify, reproduce, release, perform, display, or disclose Commercial Computer Software or Commercial Computer Software Documentation except as specified in the PLATO license agreement. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 C.F.R. 52.227-19, as applicable.

22. Trademarks. PLATO® and Academic Systems® are registered trademarks of PLATO Learning, Inc. Straight Curve™ and PLATO Learning™ are trademarks of PLATO Learning, Inc. PLATO, Inc. is a PLATO Learning, Inc. company.

23. General Provisions. This Terms of Use Agreement and other rules, guidelines, licenses, and disclaimers posted on the Site, as well as the applicable license agreements, constitute the entire agreement between PLATO and you with respect to your use of the Site. If for any reason a court of competnt jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by PLATO to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. In the event of a conflict or inconsistency between the terms and conditions of the applicable PLATO license agreement for the PLATO product or service at issue, and the terms and conditions of this Terms of Use, the terms and conditions set forth in the applicable PLATO license agreement shall prevail and take precedence over any conflicting or inconsistent terms and conditions set forth in this Terms of Use.