FOR USERS OF SCHOOLSK-12 PRINCIPAL’S PRIDE AND SPONSORED SCHOOL FEATURES

As used in this section the term SchoolsK-12 means Tanner Williams Group, Inc. its officers, agents, employees, representatives and its website SchoolsK-12.com. As used in this Section, the terms "Principal " and "You" mean you, the school or entity which you represent, and any of your or your school’s or entity’s employees, agents, representatives or any other third party authorized to act on your behalf or on behalf of your school or entity (as applicable).

REPRESENTATIONS AND DISCLAIMER OF WARRANTIES

You represent that you are the Principal, school administrator or authorized third party of the school or entity for which you are representing while engaging with SchoolsK-12’s Principal’s Pride features. You represent that the information you provide to Schoolsk-12 is accurate and truthful to the best of your knowledge. You agree and acknowledge that SchoolsK-12 makes no guarantee or warranty as to actions of Schoolsk-12 website users and can therefore make no guarantee or warranty as to the effectiveness of your presence on SchoolsK-12. EXCEPT AS NOTED IN THIS AGREEMENT, EACH PARTY HEREBY WAIVES ANY OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXPRESS OR IMPLIED, CONTRACTUAL, STATUTORY, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

INDEMNIFICATION AND LIMITATION OF LIABILITY

You agree not to provide information (such as but not limited to: report cards, photographs, test results) that is protected by laws of privacy and/or copyright or in any other way protected. You agree to hold Tanner Williams Group Inc. DBA Schoolsk-12.com harmless from and against any losses, costs, damages or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with your participation with Schoolsk-12. You agree that you are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and to SchoolsK-12 IN NO EVENT SHALL SCHOOLSK-12 BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

GENERAL PROVISIONS

This Agreement represents the entire agreement of the parties with respect to its subject matter, and supersedes any prior oral or written communications, agreements or understandings. You have not relied upon any representations or warranties by SchoolsK-12, oral or otherwise that are not contained in this Agreement.

No waiver, modification or addition to this Agreement shall be valid unless agreed to in writing by SchoolsK-12. No e-mails, correspondence, voice mails, or other communications from You to SchoolsK-12 shall be deemed to modify, amend, add or delete from this Agreement. Notwithstanding the foregoing, SchoolsK-12 reserves the right to amend the terms of this Agreement from time to time by posting a revised Agreement on the SchoolsK-12 web site. Your continued participation in updating your school’s information on the SchoolsK-12 website following such changes shall be deemed an assent to such changes.

All notices required under this Agreement shall be made in writing and may be sent by the following means:

1. By electronic mail to You at the address provided in your registration form and to SchoolsK-12 at the following address: Information@SchoolsK-12.com.
2. By letter sent via facsimile to You at the fax number provided in Your registration form and to SchoolsK-12 at the following fax number: 858-513-0456.
3. By letter sent certified or registered mail to You at the street address provided in Your registration form and to SchoolsK-12 at the following street address: 13400 Sabre Springs Parkway #100, San Diego, CA 92128. Such notices shall be deemed delivered as followed: (i) on the date delivered to the email address or facsimile number indicated above and (ii) five (5) days after deposit in the mail when using registered or certified mail. Each party shall notify the other party of any changes in the address or fax numbers indicated above for notice, provided that no such change shall be effective as to You unless You update Your registration form through the SchoolsK-12 web site.

The parties agree to enter this Agreement and conduct transactions hereunder by electronic means and that notices and other communications hereunder can be provided, sent or delivered in an electronic record as set forth in the Uniform Electronic Transactions Act as enacted in California (California Civil Code §§1633.1 to 1633.17), or to the extent such provisions do not apply, under the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001-7031.

If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force. SchoolsK-12 may freely assign or transfer this Agreement in whole or in part to any other person or entity. You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without SchoolsK-12 prior written consent, and any attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and permitted assigns.

JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California without regard to principles of choice of law. The exclusive jurisdiction and venue of all matters relating to this agreement shall be vested exclusively in San Diego County Municipal and/or San Diego County Superior Courts. The parties consent to the personal jurisdiction of such courts.

ADDITIONAL PROVISIONS FOR SPONSORED SCHOOL USERS SPONSORED SCHOOL PROGRAM

SchoolsK-12 Sponsored Schools Program is a service of SchoolsK-12 whereby you, as a school Principal, Administrator or authorized third party, may choose, for a fee, to enhance the profile of your school as it appears on the SchoolsK-12 website. Enhancements include authorized photographs of your campus or students at school, letter from the Principal and other features which are changed or added from time to time. Additionally, that school profile, ordinarily offered to SchoolsK-12 users for a fee, will be offered to those same users free of charge and your school’s listing on the search results pages of SchoolsK-12.com will show that you are a Sponsored School.

PAYMENT OF FEES

If you choose to become a Sponsored School on the SchoolsK-12.com website, you agree to pay SchoolsK-12 in advance including any and all taxes which may be applicable. You agree that such payment is non-refundable. You acknowledge that your payment obligation hereunder is based solely on the provisions of this agreement and not on sales, registrations, or other user actions. In the event that you have elected to pay Schooslk-12 by credit card you represent that all payment information provided to Schoolsk-12 is correct. You shall be responsible for the payment of any and all charges and/or fees incurred by SchoolsK-12 as a result of any dishonored check or credit chargeback. You agree and acknowledge that SchoolsK-12 cannot guarantee that credit card information will be securely transmitted. Said transmission is guaranteed by a separate entity, Verisign, Inc. and this can be confirmed by viewing the 'S' in the browser address bar (httpS://www.SchoolsK-12.com).