AGREEMENT TO TERMS
Thank you for visiting TeachAde.com. Please read the following terms of use ("Terms") carefully, as such Terms govern the use of the web sites operated by AEV (as defined below) including that at TeachAde.com (collectively the "Sites") and constitute a legal agreement between you and AP Ed Ventures, LLC and its successors and assigns ("AEV"). By accessing, browsing and/or otherwise using one or more of the Sites, you acknowledge that you have read, understood and agreed to be bound by these Terms, and agree to comply with all applicable laws and regulations governing the Sites. If you do not agree to all of these Terms, you must not access, browse and/or use the Sites.

AEV reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, one or more of the Sites (or any part thereof) with or without notice. You agree that AEV shall not be liable to you or to any third party for any modification, suspension or discontinuance of one or more of the Sites (or any part thereof).

AEV reserves the right to change these Terms at any time, effective immediately upon posting revised Terms on the Sites. Please check this page on the Sites periodically. If you violate these Terms, AEV may terminate your use of the Sites, bar you from future use of the Sites, and/or take appropriate action against you as permitted by law.

1. YOUR OBLIGATIONS
   In consideration of your use of the Sites, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other jurisdiction. Access to the Sites and/or certain features thereof requires that you provide AEV with certain personally identifiable information, including but not limited to your name and e-mail address (the "Registration Data"). The collection and dissemination of such Registration Data is governed by the Privacy Policy available at http://teachade.com/privacyPolicy.do. By accessing, browsing and/or otherwise using one or more of the Sites, you also agree to: (a) provide true, accurate, current and complete Registration Data and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or AEV has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AEV has the right to suspend or terminate your account and refuse any and all current or future use of one or more of the Sites (or any portion thereof). You will receive a password and account designation upon completing the Sites’ registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify administrator@teachade.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session.
   
   
2. USER INFORMATION
   You should exercise caution when posting personally identifiable information about yourself. Please remember that any information you disclose through your participation in public forums such as chat rooms, message boards, user pages and various question and answer areas available to users of the Sites becomes public information, and is immediately accessible to all users of the Sites. It is therefore important that you exercise great care when deciding whether to reveal any sensitive personal information, as AEV cannot prevent such information from being used in a manner that violates these rules, the law, or your personal privacy and safety.
           
   
3. PROPRIETARY RIGHTS
   You acknowledge and agree that all materials, information, and content, including text, pictures, graphics, software, products, materials, services and other files available on the Sites that are not in the public domain, as well as the selection and arrangement thereof (collectively “Content”), are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and laws and that all right, title and interest in and to all such Content are owned by or licensed to AEV.
   
   Unless expressly advised of other terms of use governing specified Content, you may display, print or download the Content from the Sites, as well as use, reproduce and modify such Content, for your non-commercialuse, provided you keep intact all copyright and other proprietary notices in accordance with the terms of the Creative Commons Attribution-NonCommercial 2.5. See http://creativecommons.org/licenses/by-nc/2.5/legalcode for complete terms of the Attribution-NonCommercial 2.5 License.
   
   You may not "mirror" any Content contained on one or more of the Sites on any other server without prior written permission from AEV and may not engage in “framing” any Content contained on any one or more of the Sites on or through another web site without prior written permission from AEV. You may not reproduce, duplicate, copy, sell, trade, resell or otherwise use for any commercial purposes, any Content, use of the Sites, and/or access to the Sites. Use of the Content for any purpose not expressly permitted in these Terms without first obtaining the express written permission of AEV is prohibited.
   
   
4. USER CONTENT AND USER'S GRANT OF LICENSE
   There may be opportunities for you to contribute to one or more of the Sites. By posting information or content on the Sites or otherwise using any interactive service that may be available to you on or through the Sites, you agree that you will not upload, post, or otherwise distribute or facilitate distribution of any Content, including text, communications, software, images, sounds, data, or other materials that:
   1. Could be harmful to minors;
   2. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a username, or otherwise violates AEV's Terms or policies;
   3. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
   4. Promotes or provides instructional information about illegal activities, promotes physical harm or injury against any group or individual, or promotes any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;
   5. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
   6. Violates any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;
   7. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, or any other form of unauthorized solicitation; solicits passwords or personally identifiable information; or advertises or promotes any form of lottery, gambling, sweepstakes or pyramid scheme;
   8. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to obtain unauthorized access to any data or other information of any third party;
   9. Impersonates any person or entity, including any employee or representative of AEV. You also agree that you will not harvest or collect information about the users or members of these Sites or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or other communications;
   10. Contains forged headers or otherwise manipulates identifiers in order to disguise the origin of any content transmitted through the Sites, or contains hidden pages or images (those not linked to from another accessible page); or
   11. Disrupts the normal flow of dialogue, causes a screen to "scroll" faster than other users of the Sites are able to type, or otherwise negatively affects other users' ability to engage in real time exchanges.

   You agree that you will not knowingly solicit or collect personal information from a minor (anyone under 18 years old) without appropriate prior verifiable parental consent through access and/or use of the Sites, and will not post or otherwise provide access to any personal information of a minor on or through use of the Sites Personal information include but is not limited to name, address, phone number, or the name of their school.
   
   By posting or submitting Content to one or more of the Sites, you represent that you have a good faith belief that you (a) own or otherwise control the rights in and to the Content, (b) are otherwise legally permitted to reproduce and distribute the Content, and/or (c) that the Content is in the public domain. In addition, you represent that you have not removed from the Content any copyright or other notices necessary for obtaining permission to reprint any third party Content, and that you have a good faith belief that the public posting and/or the licensed use of your Content by AEV, its subsidiaries, related and affiliated companies, as well as other users of the Sites, will not infringe or violate the rights of any third party.
   
   AEV does not pre-screen, monitor, or edit the Content posted by users of the Sites. However, AEV and its agents have the right, but not the obligation, at their sole discretion, to remove any such Content that, in AEV’s judgment, does not comply with these Terms or is otherwise harmful, objectionable, inaccurate, or violates the rights of any third party. AEV is not responsible for any failure or delay in removing such Content.
   
   Further, by posting or submitting Content to one or more of the Sites, you (i) grant AEV, its subsidiaries, related and affiliated companies, a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, reproduce, display, perform, adapt, modify, publish, translate, transmit, distribute, have distributed, publicly perform, publicly display and promote the Content, or any part thereof, for any purpose (e.g., commercial or non-commercial), in any and all formats now known or hereinafter used, and further waive any moral rights therein; and (ii) grant users of the Site the right to display, print or download the Content from the Sites, as well as use, reproduce and modify such Content, for non-commercial purposes in accordance with the Creative Commons Attribution-NonCommercial 2.5 License, the terms of which are set forth at http://creativecommons.org/licenses/by-nc/2.5/legalcode. AEV, its subsidiaries, related or affiliated companies  shall be free to use such Content, including ideas, concepts, know-how or techniques contained in such Content, with attribution to you where feasible, for non-commercial purposes and without any payment or royalty obligations to you of any kind.
   
   You understand that the technical processing and transmission of the Sites, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
   AEV, its subsidiaries, related and affiliated companies respect the intellectual property of others, and we ask our content partners and users posting to these Sites to do the same. If you believe that your copyrighted work has been copied and is accessible on the Sites in a way that constitutes copyright infringement, you may notify AEV by providing our copyright agent with the following information:

   1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf.
   2. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity, including identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the web sites where it is posted or the name of the book in which it has been published.
   3. Identification of the URL or other specific location on the Sites where the material that you claim is infringing is located; such identification must include enough information to allow us to locate the material.
   4. Your name, address, telephone number, and e-mail 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 information contained in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.

   Our agent for notice of claims of copyright or other intellectual property infringement on the Sites can be reached as follows.
   
   By mail: Michael Pearce
   Vice President - Administration
   2036 Fisher Island Drive
   Maimi Beach, FL 33109
   By e-mail: copyright@teachade.com
   
   This contact information is only for reporting claims of copyright or other intellectual property infringement.

6. HYPERLINKS
   You are granted a limited, nonexclusive right to create a "hypertext" link to one or more of the public Sites provided that such link is to the entry page of the public Sites and does not portray AEV or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any AEV trademark, logo or trade name or other proprietary information including the images found at the Sites, the Content or the layout/design of any page or any form contained on a page without AEV’s express written consent.

7. THIRD PARTY SITES
   One or more of the Sites may produce automated search results or contain Content that references or otherwise links you to other third party web sites on the Internet. These links are provided solely as a convenience to you. If you use these links, you will leave the Sites. AEV has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. The inclusion of such links does not imply endorsement of these websites by AEV or any association with its operators, nor does AEV warrant that other web sites do not contain viruses or will not otherwise affect your computer. If you decide to access any of the third party sites linked to the Sites, you do so entirely at your own risk. You acknowledge and agree that AEV shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

8. INTERFERENCE WITH SITES
   You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape," monitor, "mine," or copy the web pages on the Sites or the content contained therein without AEV’s prior, express, and written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large burden on AEV’s infrastructure.

9. UNAUTHORIZED ACCESS
   You understand that the Sites, the Content and software embodied within the Sites may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by AEV and/or content providers who provide Content to the Sites. You agree that you will not attempt to circumvent, through technological or other means, any such security components or other access controls utilized on the Sites, including, but not limited to, by accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access. Any unauthorized reproduction, publication, further distribution and/or public exhibition of the Content provided on the Sites, in whole or in part, is strictly prohibited.
   
   
10. INTERNATIONAL USE
    AEV makes no representation that materials on the Sites are appropriate or available for use in locations outside the United States. Those who choose to access the Sites from other locations do so at their own risk, and are responsible for compliance with all applicable local laws.
    
    
11. U.S. EXPORT CONTROLS
    Software from the Sites may be subject to United States export controls. No software from the Sites may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, and will not use the software for the benefit of, any such individual or country or on any such list.
    
    
12. DISCLAIMER OF WARRANTIES
    THE SITES, INCLUDING ALL CONTENT AND SOFTWARE WITHIN THE SITES ARE PROVIDED "AS IS" AND “AS AVAILABLE” FOR YOUR USE, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. AEV, ITS SUBSIDIARIES, RELATED OR AFFILIATED COMPANIES AND LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THESE SITES, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF THE CONTENT OR THE SITES OR ANY OTHER WEB SITES LINKED TO THESE SITES, INCLUDING BUT NOT LIMITED TO THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT OR THAT IT WILL MEET YOUR NEEDS OR REQUIREMENTS; THAT THE SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR THAT THE CONTENT, SITES AND SOFTWARE THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE MATERIALS OF THIS SITE MAY BE OUT OF DATE, AND AEV MAKES NO COMMITMENT TO UPDATE THE MATERIALS OR CONTENT AT THESE SITES. AEV DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THESE SITES, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. AEV DOES NOT WARRANT THAT THESE SITES, SOFTWARE, OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THESE SITES, SOFTWARE, AND CONTENT WILL BE CORRECTED. YOUR USE OF THE SITES IS SOLELY AT YOUR RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AEV SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU, EXCEPT THAT AEV’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    
    
13. LIMITATION OF LIABILITY
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT AEV, ITS SUBSIDIARIES, RELATED OR AFFILIATED COMPANIES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (EVEN IF AEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THE USE, INABILITY TO USE, OR RESULTING FROM THE USE OF THE SITES, ANY WEB SITES LINKED TO OR FROM THE SITES, THE CONTENT, SOFTWARE OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, REGULATIONS, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY. IF YOUR USE OF THE SITES, CONENT, SOFTWARE OR OTHER WEB SITES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, EXCEPT THAT AEV’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    
    
14. INDEMNIFICATION
    You agree to defend, indemnify, and hold harmless AEV; its successors and assigns; their subsidiaries, related or affiliated companies and licensors; and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees, which arise from your use or misuse of the Sites or violation of these Terms. AEV reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you shall cooperate with AEV in asserting any available defenses.
    
    
15. TERMINATION
    AEV reserves the right, in its sole discretion, to terminate your access to all or part of the Sites, with or without notice. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Sites (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Sites.
    
    
16. USE AND DISCLOSURE OF INFORMATION
    You acknowledge, consent and agree that AEV may access, preserve and disclose your account information and any Content submitted or posted to the Sites if required to do so by law, by subpoena or court order or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any such Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of AEV, its users and the public.
    
    
17. CHOICE OF LAW AND FORUM
    These Terms shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law principles. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Sites shall be the state or federal courts located in Florida, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
    
    
18. SEVERABILITY AND INTEGRATION
    Unless otherwise specified herein, these Terms and the Privacy Policy available at http://teachade.com/PrivacyPolicy.do constitute the entire agreement between you and AEV with respect to your access and use of the Sites and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and AEV with respect to the Sites. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
    
    
19. NO WAIVER
    AEV’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AEV in writing. The section titles in these Terms are solely used for the convenience of the parties and have no legal or contractual significance.
    
    
20. NO THIRD-PARTY BENEFICIARIES
    You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this agreement
    
    
21. NOTICE
    If you have any questions about these Terms or desire to provide us with notice under these Terms (apart from notice of any copyright or intellectual property violation), please email us at terms@teachade.com.
    
    These Terms were last updated on January 2, 2007.
    © AP Ed Ventures, LLC 2006. All Rights Reserved.