TestEgg

TESTEGG.COM

GENERAL TERMS AND CONDITIONS OF USE

I. INTRODUCTION.

This page states the General Terms And Conditions ("Terms and Conditions") under which you may access and use the TESTEGG.com web site ("Web Site") and any services, materials, information functionality or User Information (as defined below) contained therein (collectively "Services"). Please read this page carefully. In consideration of permission from TESTEGG SOFTWARE (the "Company") to access or use the Services, you agree to be bound by these Terms and Conditions, and you indicate such agreement by accessing or using the Services. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HERE, DO NOT ACCESS OR USE THE SERVICES. The Company may revise these Terms and Conditions at any time without prior notice by updating this web page. Unless explicitly stated otherwise in writing by the Company, any new or additional Services which are made available in the future will be governed by these Terms and Conditions.

The term "User" refers to all individuals and/or entities accessing or using the Services for any reason. "Student" refers to an individual who accesses or uses the Services to seek information about courses and other educational materials. "Educator" refers to an individual or entity who, either on its own behalf or on behalf of other individuals or entities, accesses or uses the Services to provides courses or other educational materials. You and the Company are each a "Party" and collectively the "Parties".

"Your Information" refers to information or materials (such as a course description, a shared file, or messages) submitted by you to the Company through use of the Services. "User Information" refers to all information or materials (such as shared files, or messages) (or any part thereof) submitted by Users to the Company through use of the Services, and includes Your Information.

Additional Terms and Conditions of Use apply to Educators and Students.

II. LICENSES.

A. License in the Services. The Company hereby grants you a terminable, non-exclusive license to view and utilize the Services and to reproduce the Services in copies (all to the limited extent described herein) solely for your personal, noncommercial use. All components of the Services, such as text, graphics, images, logos, button icons, software and other material, are protected under both India and foreign copyright, trademark and other laws. The Services are the property of the Company or its content suppliers or clients, as the case may be. The compilation (meaning the collection, arrangement and assembly) of all content on the Web Site is the exclusive property of the Company and is also protected by India and international copyright laws. You may not sell, modify, decompile or create derivative works of the Services or reproduce, display, publicly perform, distribute, resell or otherwise use the Services in any way for any public or commercial purpose. The use of any part of the Services on any other web site is prohibited. You shall not copy or adapt the HTML code that the Company creates to generate its pages. Unauthorized use of the Services may violate copyright, trademark, and other laws in addition to constituting a breach of these Terms and Conditions, and the Company shall be entitled to pursue all relief available at law, in equity or under these Terms and Conditions in the event of any misuse or unauthorized use of the Services or of any breach of these Terms and Conditions.

B. License in Your Materials. By submitting Your Information to any public or non-public area of the Web Site, including message boards, forums, contests and chat rooms, you grant the Company and its affiliates a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, display and sublicense the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also warrant that you have the lawful right and authority to grant this license. Subject to the license granted herein, you (or the rightful owner of any content you place on the Web Site) will retain any and all rights that may exist in Your Information.

III. REGISTRATION.

A. Privacy - Information Submitted during Registration. Registration by you is required before you may use certain Services. When you register for the Services, you will provide the Company with certain information, including without limitation a valid e-mail address. In addition to the terms and conditions that may be set forth in any privacy policy on the Web Site, you understand and agree that the Company may disclose to third parties, on an anonymous basis and in aggregate form, certain information submitted by you at the time of registration. However, the Company will not disclose to any third party (other than to other Users in the normal course of providing the Services) your name, address, e-mail address or telephone number without your prior consent, except to the extent necessary to comply with applicable laws or in legal proceedings where such information is relevant. However, you consent to disclosure of any information (including your name, address, e-mail address or telephone number) by the Company to other Users for purposes of, and in the course of, provision of the Services (i.e., as part of using the course and educational information, messaging and connections). You understand and agree that certain of the Services allow other Users to contact you online (including via online message and e-mail), for purposes reasonably related to the Services and/or job opportunities, and you expressly consent to such contact from other Users. From time to time, the Company may itself, or may allow third parties to, offer services and products to you based on the preferences that you identify in your registration and at any time thereafter.

B. Passwords. You will receive a password and account designation upon completing the registration process. You understand and agree that (a) you are solely responsible for maintaining the confidentiality of the password and account, (b) you are fully responsible for all activities that occur under your password or account, and (c) you will immediately notify the Company of any unauthorized use of your password or account or any other breach of security. The Company shall have no liability whatsoever for any loss or damage arising from use by a third party (whether authorized by you or not) of your password and account.

IV. USE OF THE SERVICES.

A. General Guidelines.

1. Users may not use the Services in order to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will, or is likely to, infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is, in the sole opinion of the Company, defamatory, indecent, obscene, offensive, threatening, abusive or hateful.

2. Users are prohibited from doing any act which may interfere with or compromise the security or functionality of the Services, including without limitation (a) accessing information or User accounts without authorization of the intended recipient or account holder; (b) attempting to probe or test the vulnerability of a system or network; (c) attempting to overload or "crash" the Services or to infect the Services with a virus; (d) sending unsolicited "bulk" e-mail (e-mail directed to more than a reasonable number of Users) through the Services, including promotions and/or advertising of products or services, or "harvesting" e-mail addresses of other Users from the Web Site for the purpose, in whole or in part, of sending unsolicited "bulk" e-mail to Users, regardless of whether such unsolicited "bulk" e-mail is actually transmitted via the Services or not; (e) deleting or revising any material posted by any other User; or (f) sharing your password with any third parties or using your password for any unauthorized purpose. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree that, in the event you transmit unsolicited "bulk" e-mail through the Services, (i) your use of the Services may be immediately terminated by the Company, and (ii) you will pay the Company for such unsolicited "bulk" e-mail message transmitted to Users through or via the Services at the rate of Rs. 1000.00 per recipient.

3. Certain Services may utilize Javascript, "cookies" or other Internet technologies or functionalities. You are solely responsible for providing hardware, software and Internet connectivity necessary to access the Services. You specifically acknowledge that, if you utilize a browser which is not Javascript-capable, or if you refuse "cookies", you may not be able to access or utilize some or all of the Services. The Company shall not be responsible for inability to access or utilize the Services due to issues related to your failure or inability to provide appropriate hardware, software and Internet connectivity.

B. Guidelines for User Information.

1. All of Your Information shall be truthful, accurate, current and complete.

2. In addition to any other restrictions on User Information, and without limiting the Company's right to prohibit any type or instance of User Information, the following types of User Information are specifically prohibited:

(i) Incomplete, misleading, false or inaccurate information (whether contained in a course description, discussion board message or any other posting).

(ii) Information (whether submitted by a Educator or Student) relating to

(a) pertains to the adult entertainment or pornography industry; or
(b) violates any applicable law or regulation.

C. Responsibility for User Information and Employment Transactions.

1. Responsibility for User Information. Each User is solely responsible for the form, content and accuracy of any User Information submitted by that User. The Company does not control, nor does the Company prescreen, edit or otherwise validate, the User Information posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of any User Information. You agree that you must evaluate, and bear all risks associated with, the use of any User Information, including without limitation any reliance on the accuracy, completeness, or usefulness of such User Information. Under no circumstances will the Company be liable in any way for any User Information, including, but not limited to, any errors, omissions, corruptions, data loss or inaccuracies therein (even if caused by malfunctioning of the Services), or for any loss or damage of any kind incurred as a result of the use or misuse of, or reliance upon, any User Information by any person. The Company will make back up copies of User Information on a regular basis, as determined in the reasonable discretion of the Company. In the event that, for whatever reason, the most current system data (including User Information) cannot be recovered, the Company will attempt to restore the system data from the most recent uncorrupted back-up available.

2. Responsibility for User Transactions. The Services are intended to provide a forum for the exchange of information between and among Educators and Students. However, the Company is not involved in the actual transaction between Educators and Students, and the Company does not control, screen, verify or otherwise validate any Educator or Student. Transactions with other Users may entail certain risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You agree that you assume all risks associated with such a transaction. Furthermore, you agree and acknowledge that the Company is not an employer with respect to any User's use of the Web Site and the Company shall not be responsible for any employment decisions made by any Recruiter.

3. Release. You hereby release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to use of Your Information by any User or any transaction involving another User. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

D. Right to Control User Information and Refuse Access. Notwithstanding any provision to the contrary in these Terms and Conditions, the Company and its designees have the right (but not the obligation) in their sole discretion to (i) refuse or remove any User Information which the Company reasonably believes violates these Terms and Conditions or may create liability for the Company, and (ii) expel (and terminate these Terms and Conditions with respect to) Users who the Company reasonably believes are in violation of these Terms and Conditions or who may create liability for the Company; provided, however, that the Company has no liability or responsibility to any User for the exercise or non-exercise of such discretion.

V. THIRD PARTY MATERIALS.

A. Links to Off-Site Materials. The Services may contain links to other web sites, goods, services or materials created, owned, provided or maintained by other Users or by third parties (collectively "Off-Site Materials"). These links are provided solely for your convenience, and the presence of such a link does not constitute an endorsement by the Company of any Off-Site Materials. The Company is not responsible for, and shall not be liable in any way whatsoever for, the content of any Off-Site Materials. If you decide to access linked third party Web sites, you do so at your own risk.

B. Copyright Infringement. If you believe that a work in which you hold a copyright interest has been copied or used on the Web Site in a way that infringes the copyright in that work, you shall promptly contact the Company's Copyright Agent (contact the Support group via email or phone) with the following information (the "Notice"):

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. a description of the copyrighted work(s) that you claim has been infringed;

3. a description of where the allegedly infringing material is located on the Web Site;

4. your name address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

VI. WARRANTIES.

The Services are supplied to you "as is", "with all faults" and "as available". The Company make no warranties that the Services will operate continuously, error-free or free of computer viruses or other harmful mechanisms, or that any Services (including without limitation any search functions) will meet your requirements or will generate an acceptable or accurate result. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES BY THE COMPANY, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, ANY USER OR ANY USER INFORMATION.

VII. LIMITATION OF LIABILITY.

A. Limit on Amount. Any other provision of these Terms and Conditions to the contrary notwithstanding, the liability of the Company for any losses or damage, whether direct or indirect, arising out of the Services from any cause whatsoever, including without limitation any cause of action sounding in contract, tort or strict liability, shall be limited to actual, direct damages incurred but in no event shall exceed an amount equal to: (i) as to liability to any User except an Educator, five hundred rupees (Rs. 500.00); and (ii) as to liability to a Educator, the total amount of any monies paid to the Company by such Educator for Services during the two (2) months immediately preceding the month during which such liability arose, not to exceed Rs. 1000.00.

B. Limit on Damages. The Company shall not be liable for lost profits or other consequential damages, cover damages, or for any claims against you by any User or by any other third party, even if the Company was advised of the possibility of same. Under no circumstances shall the Company be liable hereunder for special damages, general damages, incidental damages, indirect damages, or exemplary or punitive damages.

C. Limit on Remedies. Your remedies with respect to the Services are limited to those set forth in this Section VII. No action arising out of these Terms and Conditions, regardless of form, may be brought by you against the Company more than one (1) year after the cause of action arose.

D. Survival. This Section VII shall survive expiration or termination of these Terms and Conditions for any reason whatsoever.

VIII. INDEMNIFICATION.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions, demands, losses or damages (including without limitation reasonable legal and accounting fees) arising from a claim by any User or any third party related to (i) your use or misuse of any User Information or the Services; or (ii) your breach of these Terms and Conditions. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

IX. MODIFICATION AND TERMINATION.

The Company reserves the right, at its sole discretion, to modify, discontinue or terminate provision of any and all Services and/or these Terms and Conditions (in whole or in part) without notice, subject to any applicable refund allowances set forth in these Terms and Conditions or in additional terms of use applicable to other areas of the Web Site or other Services.

X. ADDITIONAL TERMS OF USE.

Certain areas of this Web Site and certain Services may be subject to additional terms of use. By using such areas or Services, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas, in addition to continuing to be bound by these Terms and Conditions.

XI. GENERAL.

A. Headings. Headings used in these Terms and Conditions are for reference purposes only and shall not be deemed a part of these Terms and Conditions.

B. Severability. Any provision or portion of these Terms and Conditions held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of these Terms and Conditions in that jurisdiction, or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.

C. Governing Law. These Terms and Conditions and the Parties' respective performances hereunder, shall be construed and regulated in accordance with the laws of India and the State of Andhra Pradesh. The courts of the State of Andhra Pradesh shall have exclusive jurisdiction over any dispute or claim arising under or by virtue of these Terms and Conditions and you hereby consent to the personal jurisdiction of such courts.

D. Notices. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; (iii) by the Indian Postal Service, first class, certified mail, return receipt requested, postage prepaid; or (iv) by electronic mail.

E. Force Majeure. Any delay or nonperformance of any provision of these Terms and Conditions (other than for nonpayment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing Party shall not constitute a breach of these Terms and Conditions, and the time for performance of such provision shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

F. Assignment. You may not assign any portion of these Terms and Conditions, voluntarily or involuntarily, including without limitation by operation of law or by merger, except with the express consent of the Company, with such consent not to be unreasonably withheld. Any attempt to do so shall be null and void. No person or entity not a party hereto shall have any interest herein or be deemed a third party beneficiary hereof, and nothing contained herein shall be construed to create any rights enforceable by any other person or third party.

G. Partnership. Nothing herein contained shall be construed as creating a partnership or joint venture by or between the Parties.

H. Entire Agreement. These Terms and Conditions, along with any additional terms of use applicable to other areas of the Web Site or other Services, constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties' final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral.

I. Binding Agreement. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties and their respective legatees, distributees, legal representatives, successors and permitted assigns.