Ingenious Owl : Terms and Conditions

User Agreement

Ingenious Owl, Inc.'s Web Site and Online Test Prep Materials

IngeniousOwl.com

PLEASE READ THIS AGREEMENT CAREFULLY. IT DESCRIBES IMPORTANT RIGHTS AND RESPONSIBILITIES ASSOCIATED WITH USING INGENIOUSOWL.COM

This Agreement was last updated on May 15, 2012

1. Introduction and Scope: Under this Agreement (this "Agreement"), Ingenious Owl, Inc. ("Ingenious Owl", "we", "our" or "us") is making available to registered users and other visitors ("you", "your" or "user") ourIngeniousOwl.comweb site (the "Site"), an on-line test preparation service that includes free trials and individual or packages of lesson and study plans (the "Service"). By selecting the box after "I accept the Ingenious Owl User Agreement" when registering, or if you otherwise use or access the Site or the Service, you agree to be bound by this Agreement.

This Agreement is the entire agreement between you and us, superseding prior agreements regarding its subject matter. You should read this Agreement in conjunction with our Privacy Policy, which is accessible at the bottom of any page. Whenever new products or services become available, your use of them will be under this Agreement and our Privacy Policy unless we notify you otherwise. This Agreement also includes any additional terms which apply to third party content, software or other services. We may change this Agreement at any time, which changes will appear in this Agreement and be indicated by a revised "last updated" line above. If the changes are material, we will also use reasonable efforts to highlight them via an online posting and/or an email to users. Changes will take effect immediately. You can access and read a current copy of this Agreement at any time by selecting "Terms and Conditions" at the bottom of any page. If any change is not acceptable, you may terminate your access to the Site and the Service as described below, but using the Site or the Service after we have made or posted any such change means that you accept the change.

2. Registration Requirements: You agree to provide accurate and complete registration information and to advise us promptly of any changes. You represent to us that you are 13 years or older. You agree not to use the Service for any unlawful purpose. When you register, your email address will serve as your user name and you may select your own password. You may not use an email address which is not yours or violates anyone's rights or which we consider offensive, improper or inappropriate. We have the right to modify or delete any such user name. The Service is personal to you, and you may not assign your rights or obligations to anyone. Nor may you allow others to use your registration, user name or password to access the Site or use the Service (unless you are a parent or legal guardian registering for a child under the age of 13, in which case you may allow the child, as directed by you, to access the Site or use the Service). You agree to maintain and be responsible for the confidentiality of your password and to notify us immediately of any unauthorized use of your password or registration.

3. Fees, Billing and Payments: Current pricing plans and charges are available by viewing Pricing Plans on our home page.We may change existing pricing plans and charges, or add new fees or charges, at any time, but no such changes will be applied to any plans or packages for which you have already subscribed and paid. Your access to any purchased plan will continue only for the specified period(and, if applicable, automatically renew) unless and until earlier terminated by you or us as described below. All fees and charges are nonrefundable and will not be pro-rated for any partial use or subsequent termination.

You agree to pay or have paid all fees and charges incurred in connection with your user name or password at the rates in effect when the fees and charges were incurred. If we do not obtain full payment from your designated PayPal account or credit card, you agree to pay all amounts due upon our demand. If you want to designate a different PayPal account or credit card, or there is a change in your credit card validity or expiration date, or if you believe someone has accessed IngeniousOwl.com using your user name and password without your authorization, you must contact us as directed by selecting Contact at the bottom of any page. You are responsible for all use, activities and charges associated with or arising from your subscription and use of the Site and the Service, including any unauthorized charges or use under your subscription, user name and/or password. You are also responsible for any charges incurred to access IngeniousOwl.com through an Internet access provider or other third party service. Taxes and other government charges or fees are also your responsibility and will be added, as we determine are applicable, and billed to your account (but any failure by us to do so will not relieve you of the responsibility).

We may charge reasonable late fees on overdue accounts, and you agree to pay and be liable for attorneys' and collection fees we incur in collecting unpaid amounts you owe us. If your registration or subscription ends, you will immediately pay us any outstanding balances owed. If you do not notify us of discrepancies within 30 days after they first appear on any PayPal, credit card or other statement you receive relating to the Service, you will be considered to have accepted the amounts due to be correct. We may refer to such acceptance if we receive any inquiries from you or relating to your account, and you hereby release us from all liability and claims of loss resulting from any error or discrepancy that is not so reported to us within 30 days.

4. Rights and Responsibilities: The Service presents or provides access to (or may from time to time present or provide access to) information, data, lesson plans, programs, video, audio and other materials, services, communications, transmissions, items or content, which are collectively herein referred to as the "Information." The Information available through the Service is the property of Ingenious Owl or its licensors (or of other third parties accessed through the Service) and is protected by copyright and other intellectual property laws.All rights therein are expressly reserved. You have no rights in or to the Information and you will not use the Information, or permit anyone else to use the Information, except as expressly permitted under this Agreement. Unless we (or, if the Information is a third party's, such third party) give you written permission, you agree only to use and access, download and copy the Information (which can include printing out one copy) for your personal, non-commercial, study andtest preparation use, keeping all of our (and any third party) copyright and other notices on the Information. Without limiting the foregoing, you agree not to reproduce, retransmit, distribute, display, frame, sell, publish, broadcast or circulate any of the Information to anyone, including, but not limited to others in your family, company or organization, or otherwise use any of the Information for any public or commercial purpose, except with our express prior written consent (or, if the Information is a third party's, such third party's consent). You also agree to comply with all notices and requirements that may separately accompany third party Information. You may link to our home page (but not to individualized content or Information) as long as the link does not, in our sole discretion, portray Ingenious Owl in a false or misleading light.

5. Personal Information: "Personal information" means any information relating to your registration and use of the Site and the Service that specifically identifies you or your account. We may store and use your personal information for the internal purposes of ourselves and our affiliates (which includes Bespoke Education, Inc.) and to send you notices about the Service, and we also reserve the right to access, monitor and retrieve password-protected information for compliance with this Agreement. We may also use your personal information to inform you about other products and services we or our affiliates are offering, unless you notify us at any time that you do not wish to receive such offers. We also may provide aggregate information about our users and their usage patterns, without specifically identifying you, to advertisers, content licensors or others. As a general policy, however, we will not disclose your personal information to any non-affiliated third party unless we reasonably determine that the disclosure is required by applicable law or regulation, court or administrative process, or other exigent circumstances. Please refer to our Privacy Policy, which is accessible at the bottom of any page, for further information in this regard.

6. Disclaimer of Warranties and Liability: Due to the inherent uncertainties of electronic distribution and any on-line learning program, there may be delays, interruptions, omissions and inaccuracies in the Information and the Service. INGENIOUS OWL, ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY ASPECT OF THE INFORMATION OR THE SERVICE, WHETHER AS TO ITS ACCURACY, COMPLETENESS, TIMELINESS, SUITABILITY OR OTHERWISE. EACH OF INGENIOUS OWL, ITS AFFILIATES, AGENTS AND LICENSORS SPECIFICALLY DISCLAIMS ANY LIABILITY TO ANY PERSON, INCLUDING ANY USER OF THE INFORMATION OR THE SERVICE, FOR ANY ERRORS OR OMISSIONS IN, OR ANY DECISION MADE OR ACTION TAKEN OR OMITTED IN RELIANCE UPON, ANY OF THE INFORMATION OR THE SERVICE, AND NONE OF INGENIOUS OWL, ITS AFFILIATES, AGENTS AND LICENSORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM THE SERVICE OR YOUR USE OF THE INFORMATION, WHETHER OR NOT CAUSED IN WHOLE OR PART BY THE NEGLIGENCE OF ANY OF INGENIOUS OWL, ITS AFFILIATES, AGENTS OR LICENSORS, OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE.

YOUR ACCESS TO AND USE OF THE SERVICE AND THE INFORMATION, IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF INGENIOUS OWL, ITS AFFILIATES, AGENTS AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THE INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO GUARANTEES OR ASSURANCES OF ANY SORTASSOCIATED WITH YOUR ACCESS TO AND USE OF THE SERVICE AND THE INFORMATION, INCLUDING, WITHOUT LIMITATION,UPTIME AVAILABILIY OR WITH RESPECT TO THE LEVEL OF, OR ANY IMPROVEMENT IN, YOUR TEST SCORES.

YOU SHOULD HAVE APPROPRIATE ANTI-VIRUS, SPYWARE AND OTHER MALWARE PROTECTION INSTALLED ON ANY COMPUTER OR OTHER DEVICE THROUGH WHICH YOU ACCESS THE SITE OR THE SERVICE. WE CANNOT GUARANTEE OR WARRANT THAT INGENIOUSOWL.COM OR MATERIALS THAT MAY BE ACCESSED OR DOWNLOADED FROM IT DO NOT CONTAIN DESTRUCTIVE VIRUSES, SPYWARE OR OTHER MALWARE.

YOU AGREE THAT THE LIABILITY, IF ANY, OF INGENIOUS OWL, ITS AFFILIATES, AGENTS AND LICENSORS ARISING OUT OF ANY KIND OF CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY RELATED TO THE SERVICE OR THE INFORMATION, INCLUDING ANY BREACH OR ALLEGED BREACH OF OR NON-COMPLIANCE WITH OUR PRIVACY POLICY, SHALL BE LIMITED TO AN AMOUNT NOT IN EXCESS OF FEES PAID BY YOU TO INGENIOUS OWL FOR THE USE OF THE SERVICE IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AS WELL AS LOSS OF DATA OR INCOME. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, IN THOSE JURISDICTIONS, SUCH LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Indemnification: You are entirely liable for activities conducted by you or anyone else in connection with your registration and use of the Service and the Information. Accordingly, you agree to indemnify and hold harmless Ingenious Owl, its affiliates, agents and licensors, and the respective shareholders, members, officers, directors and employees of each, from and against all claims, costs, expenses (including reasonable attorney's fees), losses, damages and other liabilities, arising from or related to (i) any breach of this Agreement by you and/or (ii) your use of the Information and the Service.

8. Termination and Suspension: We expressly reserve the right to discontinue, suspend or change any or all of the Site or the Service (including the Information available through it), or its availability to you (on an individual basis or otherwise), at any time, for any or no reasons, including by terminating your access or registration. If we have offered, and you have paid for, any ongoing subscription services (as opposed to specific lesson plans or packages), you can terminate any further or automatic renewal fees at any time by giving us notice as specified in Contact at the bottom of any page. Any notice given by you shall be effective two business days after we receive your notification (or at such later time as your designate in your notice), but in any event shall not entitle to you any refunds (pro rata or otherwise) for charges already incurred or paid. Any notice given by us shall be effective immediately or at such later time as we designate in our notice. TERMINATION, OR OTHERWISE STOPPING USE OF ACCESS TO THE SERVICE AND THE INFORMATION, IS YOUR SOLE RIGHT AND EXCLUSIVE REMEDY IF YOU ARE NOT SATISFIED WITH THE SERVICE OR THE INFORMATION.

9. Governing Law, Severability, Jurisdiction, etc.: If any term of this Agreement is held invalid, illegal or unenforceable, the remaining portions will continue in full force and effect and not be affected. This Agreement, your registration with IngeniousOwl.com and your use of the Service and the Information shall be governed by the laws of the United States of America and the State of New York, as if the Agreement were a contract wholly entered into and performed within the State of New York. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Ingenious Owl makes no representation that the Site and the Service may be lawfully viewed or otherwise used outside of the United States. Any such viewing or use is at your own risk and responsibility. You must comply with all laws, regulations, obligations and restrictions which apply to you and are responsible for ascertaining that your access to and use of the Site and the Service are legally permitted by such laws, regulations, obligations and restrictions. You agree that the federal or state courts located in New York County in the State of New York have exclusive jurisdiction with respect to any claim, action or dispute under this Agreement. Solely for purposes of this Agreement, you also agree and expressly consent to the exercise of personal jurisdiction over you by any such federal or state court located in New York County in the State of New York. No failure or delay in enforcing any right or obligation under this Agreement shall be a waiver of that or any other right or obligation, and no waiver of a right or obligation in one or more instances shall be interpreted or deemed to constitute a waiver of such right or obligation in subsequent instances.

Privacy Policy

Ingenious Owl, Inc.'s Web Site and Online Test Prep Materials

IngeniousOwl.com

PLEASE READ THIS POLICY CAREFULLY. IT DESCRIBES HOW INGENIOUS OWL, INC. COLLECTS, USES AND MAINTAINS PERSONAL INFORMATION SHARED OR OTHERWISE OBTAINED IN CONNECTION WITH USING INGENIOUSOWL.COM

This Policy was last updated on May 15, 2012

1. Introduction and Scope: This Privacy Policy (this "Policy") sets forth the policies of Ingenious Owl, Inc. ("Ingenious Owl", "we", "our" or "us") related to the collection, use, and maintenance of information obtained from registered users and other visitors ("you", "your" or "user")accessing IngeniousOwl.com (the "Site"), an on-line test preparation service, which includes free trials and individual or packages of lesson plans (the "Service"). This Policy should be read in conjunction with ourUser Agreement, which can be accessed under Terms and Conditions at the bottom of any page and further defines the terms pursuant to which you may access and use the Site and the Service.

We may change this Policy at any time, which changes will appear in this Policy and be indicated by a revised "last updated" line above. If the changes are material, we will also use reasonable efforts to highlight them via an online posting and/or an email to users. Changes will take effect immediately. You can access and read a current copy of this Policy at any time by selecting Privacy Policy at the bottom of any page. If any change is not acceptable, you may terminate your access to the Site and the Service as described below, but using the Site or the Service after we have made or posted any such change means that you accept the change.

2. Personal Information: "Personal information" means any information relating to your registration and use of the Site or the Service that specifically identifies you or your account. We collect personal information whenever you register for a free test or free trial or purchase an Ingenious Owl product or service. We also collect personal information when you register, during the purchase process or otherwise, to receive informational updates, offers, and/or other notifications from us.We may store and use your personal information for the internal purposes of ourselves and our affiliates (which includes Bespoke Education, Inc.), including, but not limited to, for purposes of administering the Site and enabling your use of the Service. Examples of the foregoing include, but are not limited to, managing, processing and maintainingyour purchases and subscriptions, managing your account, identifying your test scoresto your account, and sending you notices or reports about any of the foregoing or otherwise about the Site or the Service. We also reserve the right to access, monitor and retrieve your personal information for compliance with our User Agreement. We may also use your personal information to inform you about other products and services we or our affiliates are offering, unless you notify us at any time that you do not wish to receive such offers. We also may provide aggregate information about our users and their usage patterns, without specifically identifying you, to advertisers, content licensors or others. As a general policy, however, we will not disclose your personal information to any non-affiliated third party unless we reasonably determine that the disclosure is required by applicable law or regulation, court or administrative process, or other exigent circumstances. This general policy includes our not selling or otherwise licensing your email address to non-affiliated third parties.

3. Your IP Address and Anonymous Data; Cookies : We also collect data simply by the act of your visiting the Site. Such data includes, but is not limited to, your IP (Internet Protocol) address and what we refer to as anonymous data, such as your browser type, operating system, platform, connection speed, and referring web site addresses. We use such data primarily to generate and study statistics regarding the demographics of users. We also use such data to generate and study statistics to help us understand how users interact with the Site, in general, and specific pages of the Site, in particular. To help us enhance and develop the Site and the Service, we may also disclose such data to third parties in the form of aggregate demographics and usage statistics.

We use cookies to improve your experience while using IngeniousOwl.com. Cookies are small files that are stored on your computer. They do not contain any personally identifiable information you, but they help us personalize your experience when your return to the Site, and they are required for certain portions of the Site. Most browsers and anti-virus programs let you determine whether or not to accept our cookies, but if you don't use cookies, certain functionality of the Site may be disabled (such as the "remember me" function that lets you store your user name).

4. Links: The Site may at various times contain links to other websites. Ingenious Owl is not responsible for the privacy practices or the content of any linked sites. Please note that each linked site is governed by its own privacy practices and user or other similar agreements, and we make no representation regarding, and gives no assurances regarding, the privacy or other practices thereof. If and when you visit any linked site, you should read their privacy policies, user agreements, and any other posted statements that relate to your use thereof and their collection, use, and maintenance of personal information and anonymous usage data.

5. Security: The Site has been designed to include features that are intended to protect the loss, misuse, and alteration of your personal information. We maintain your personal information received electronically in a firewall secured, password-protected database, and limit access to the database to those of our employees and authorized agents with a legitimate purpose for such access who are advised of this Policy and their confidentiality obligations. Any hard copies of such information are stored in a secure environment and access to such materials is also limited to those of our employees or authorized agents with a legitimate purpose for such access who are advised of this Policy and their confidentiality obligations.

6. Children's Guidelines: In order to comply with the Children's Online Privacy Protection Act, as amended, and the regulations promulgated thereunder, students under the age of thirteen are not permitted to purchase our products or services, or otherwise register with us directly. Ingenious Owl requires the parents or legal guardians of such students to complete purchases, or otherwise register, under their own names. The Site's online forms contain blocking mechanisms that are intended to prevent the collection of personally identifiable information from users under the age of thirteen who attempt to make purchases or otherwise register with us. Once the Site recognizes that a user is under the age of thirteen, it automatically rejects such purchase or registration.

7. Disclaimer: As we collect personal information, we endeavor to safeguard its privacy by using measures that we believe are commercially reasonable, but we cannot absolutely guarantee such privacy, including the security of our database, and, notwithstanding this Policy, you should not have such an expectation. As outlined in more detail in our User Agreement, we specifically disclaim any liability to you or any other users for any non-compliance with, or breach or alleged breach, of this Policy.

8. Contact : If you have any concerns about privacy or security at Ingenious Owl, or wish to opt out of receiving notices about other products and services we or our affiliates are offering, we encourage you to contact us as specified in Contactat the bottom of any page.