BAI LEARNING & DEVELOPMENT TERMS OF USE AND NOTICES

The BAI Learning & Development web site is comprised of various web sites and web pages operated by BAI Learning & Development. The BAI Learning & Development web sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the BAI Learning & Development web sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular BAI LEARNING & DEVELOPMENT web site included within the BAI LEARNING & DEVELOPMENT web sites may also be subject to additional terms outlined elsewhere in this agreement (the "Additional Terms"). Additionally, the BAI LEARNING & DEVELOPMENT web sites may themselves contain additional terms that govern particular features or offers. In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular BAI LEARNING & DEVELOPMENT web site, then these terms shall control. MODIFICATION OF THESE TERMS OF USE BAI LEARNING & DEVELOPMENT reserves the right to change the terms, conditions, and notices under which the BAI LEARNING & DEVELOPMENT web sites are offered, including but not limited to the charges associated with the use of the BAI LEARNING & DEVELOPMENT web sites. You are responsible for regularly reviewing these terms and conditions.

LINKS TO THIRD PARTY SITES
The BAI LEARNING & DEVELOPMENT web sites may contain links to other web sites ("Linked sites"). The Linked sites are not under the control of BAI LEARNING & DEVELOPMENT and BAI LEARNING & DEVELOPMENT is not responsible for the contents of any Linked site, including without limitation any link contained in a Linked site, or any changes or updates to a Linked site. BAI LEARNING & DEVELOPMENT is not responsible for webcasting or any other form of transmission received from any Linked site. BAI LEARNING & DEVELOPMENT is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by BAI LEARNING & DEVELOPMENT of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the BAI LEARNING & DEVELOPMENT web sites, you warrant to BAI LEARNING & DEVELOPMENT that you will not use the BAI LEARNING & DEVELOPMENT web sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the BAI LEARNING & DEVELOPMENT web sites in any manner that could damage, disable, overburden, or impair the BAI LEARNING & DEVELOPMENT web sites or interfere with any other party's use and enjoyment of the BAI LEARNING & DEVELOPMENT web sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the BAI LEARNING & DEVELOPMENT web sites.

MATERIALS PROVIDED TO BAI LEARNING & DEVELOPMENT OR POSTED AT ANY
BAI LEARNING & DEVELOPMENT WEB SITE
BAI LEARNING & DEVELOPMENT does not claim ownership of the materials you provide to BAI LEARNING & DEVELOPMENT (including feedback and suggestions) or post, upload, input or submit to any BAI LEARNING & DEVELOPMENT web site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting BAI LEARNING & DEVELOPMENT, its affiliated companies and necessary sublicenses permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. BAI LEARNING & DEVELOPMENT is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in BAI LEARNING & DEVELOPMENT' BAI LEARNING & DEVELOPMENT's sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

SOFTWARE AVAILABLE ON THE BAI LEARNING & DEVELOPMENT WEB SITES
Software (if any) that is made available to download from the BAI LEARNING & DEVELOPMENT web sites, excluding software that may be made available by third party business partners of BAI LEARNING & DEVELOPMENT ("Software"), is the copyrighted work of BAI LEARNING & DEVELOPMENT and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a license agreement, BAI LEARNING & DEVELOPMENT hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the particular BAI LEARNING & DEVELOPMENT web site in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. All Software is owned by BAI LEARNING & DEVELOPMENT and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

LIABILITY DISCLAIMER:
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE BAI LEARNING & DEVELOPMENT WEB SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. BAI LEARNING & DEVELOPMENT AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE BAI LEARNING & DEVELOPMENT WEB SITES AT ANY TIME. ADVICE RECEIVED VIA THE BAI LEARNING & DEVELOPMENT WEB SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. BAI LEARNING & DEVELOPMENT AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE BAI LEARNING & DEVELOPMENT WEB SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BAI LEARNING & DEVELOPMENT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL BAI LEARNING & DEVELOPMENT AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE BAI LEARNING & DEVELOPMENT WEB SITES, WITH THE DELAY OR INABILITY TO USE THE BAI LEARNING & DEVELOPMENT WEB SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE BAI LEARNING & DEVELOPMENT WEB SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE BAI LEARNING & DEVELOPMENT WEB SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BAI LEARNING & DEVELOPMENT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE BAI LEARNING & DEVELOPMENT WEB SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE BAI LEARNING & DEVELOPMENT WEB SITES. SERVICE CONTACT:

TERMINATION/ACCESS RESTRICTION
BAI LEARNING & DEVELOPMENT reserves the right, in its sole discretion, to terminate your access to any or all BAI LEARNING & DEVELOPMENT web sites and the related services or any portion thereof at any time, without notice.

GENERAL
This agreement is governed by the laws of the State of Missouri, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in St. Louis, Missouri, U.S.A. in all disputes arising out of or relating to the use of the BAI LEARNING & DEVELOPMENT web sites. Use of the BAI LEARNING & DEVELOPMENT web sites is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BAI LEARNING & DEVELOPMENT as a result of this agreement or use of the BAI LEARNING & DEVELOPMENT web sites. BAI LEARNING & DEVELOPMENT 'BAI LEARNING & DEVELOPMENT's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of BAI LEARNING & DEVELOPMENT's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the BAI LEARNING & DEVELOPMENT web sites or information provided to or gathered by BAI LEARNING & DEVELOPMENT with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and BAI LEARNING & DEVELOPMENT with respect to the BAI LEARNING & DEVELOPMENT web sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and BAI LEARNING & DEVELOPMENT with respect to the BAI LEARNING & DEVELOPMENT web sites. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES:
All contents of the BAI LEARNING & DEVELOPMENT web sites are: Copyright (c) 1986-2005 BAI Learning & Development, and/or its suppliers, BAI Learning & Development, 12250 Weber Hill Road, St. Louis, MO 63127, U.S.A. All rights reserved.

TRADEMARKS
BAI LEARNING & DEVELOPMENT, the BAI LEARNING & DEVELOPMENT logo, and/or other products and services referenced herein are either trademarks or registered trademarks of BAI LEARNING & DEVELOPMENT. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

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