YOUR AGREEMENT TO THESE TERMS OF USE

Huntington Learning Center and its affiliates, franchisees, and related entities (collectively, “Company”, “we”, “us”, and “our”) own and offer this and related websites (each a “Site” and, collectively, the “Company’s Sites”) to our employees, our students, our franchisees, and the public. Any person’s access, use, participation, communication, or purchase or receipt of services, on or through one or more of the Company’s Sites, or any of the Company’s Sites’ features which may be available on or through third-party social media sites, whether for themselves or on behalf of another, whether through Company-provided networks, systems, or equipment, or another person’s or entity’s networks, systems, or equipment, including your own, is conditioned on such person’s acceptance, without modification, of the terms, conditions, and notices contained or referenced herein (the “Terms of Use”). For purposes of these Terms of Use, your engagement with any of the Company’s Sites shall have the same effect as if you physically signed a document agreeing to these Terms of Use.

For purposes of these Terms of Use, the terms “you”, “your”, and “user” refer to and include, without limitation, an employee, instructor, parent or guardian who arranges for a child or student to access or otherwise use the Company’s Sites, as well as the child or student, when acting on their own behalf. Any employee, instructor, parent or guardian who arranges or pays for a child or student access or use any of the Company’s Sites (or any portions thereof) agrees to make sure the child or student is aware of and agrees to these Terms of Use.

Please read the Terms of Use carefully before you start to use the Company’s Sites.

By using the Company’s Sites, you accept and agree to be bound and abide by these Terms of Use and our
Privacy Policy, incorporated herein by reference.

If you do not want to agree to these Terms of Use or the

Privacy Policy

, you must not access or use the Company’s Sites.

GENERAL RULES CONCERNING ACCESS AND USE OF THE COMPANY’S SITES, INCLUDING INTERACTIVE FEATURES

The Company’s Sites may include or make available blogs, discussion groups, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities on the Company’s Sites designed to enable you to communicate with the public at large or within a group (collectively, “Interactive Features”). You agree to access, use, participate and communicate on or through the Interactive Features only to the extent permitted under these Terms of Use. By way of example, and not intended to be exhaustive, the list of terms and conditions below govern your access, use, participation and communication on or through one or more of the Company’s Sites and/or the Interactive Features.

In connection with the tutoring services, you will not disclose to or request from a tutor any information that could be considered personal information including name, address, telephone number, email address, social security number, password, as well as information that would allow the either you or the tutor to identify or locate the other. You must comply with the terms of use and other policies, such as privacy policies, of the site(s) supporting our Interactive Features (e.g., Facebook, LinkedIn, etc.) as well as ourPrivacy Policy.If you are a Company officer, employee, intern, volunteer, contractor or other workforce member of Company, you must comply with all of the applicable terms, policies and agreements that govern your relationship with Company, including without limitation, the Company employee handbook, anti discrimination policies, social media policy, electronic communications policy, and code of conduct. You will not use the Company’s Sites for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. You will not:Except as expressly permitted in theINTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADEMARK AND COPYRIGHT NOTICESsection, store any significant portion of any of the Company’s Sites, Company Content or information provided or made available through the services in any form, whether archival files, computer-readable files or any other medium.Copy, mirror or otherwise attempt to replicate or reproduce any of the Company’s Sites, Company Content, or the services on any server.Decompile, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code of, the Company Content, the Company’s Sites content or the services provided through the Company’s Sites. You will not, whether by posting, uploading, downloading, emailing, or otherwise:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, including tutors.Publish, distribute or disseminate on or about any topic, name, material or information that is inappropriate, profane, defamatory, infringing, obscene, disruptive, threatening, abusive, harassing, embarrassing, tortuous, indecent or unlawful.Engage in pretexting, or otherwise impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, including Company (including, without limitation, by using email addresses or screen names associated with any of the foregoing).Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity), including any patent, trademark, trade secret, copyright, or other proprietary material or information, unless you own or control the rights thereto and/or have received all necessary consents.Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity), including any patent, trademark, trade secret, copyright, or other proprietary material or information, unless you own or control the rights thereto and/or have received all necessary consents.Upload files that contain viruses, corrupted files, worms, or any other similar software, codes, files or programs that are designed or reasonably likely to interrupt, destroy, delay, or damage the operation of the Company’s Sites or any computer hardware or software, or telecommunications equipment.Advertise, endorse or offer to sell or buy any goods or services for any business purpose, or otherwise transmit promotional materials, “junk mail,” “spam,” or conduct or forward surveys, contests, chain letters, pyramid schemes, or other forms of advertising or solicitation, unless ad Interactive Features expressly allows such activities and, with respect to workforce members of Company, you make clear your relationship or affiliation to Company. Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed or downloaded in such manner.Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.Access, post, transmit, harvest, disclose, destroy, or otherwise collect, maintain or process proprietary or confidential information about Company, including any information concerning its services, or personal information (including phone numbers and email addresses) or protected health information about others, including students, without their consent. You will take all reasonable steps to safeguard Company’s proprietary and confidential information. You should avoid posting pictures or video of or with someone else unless you have their permission.Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.Violate any applicable local, state, federal or international laws or regulations.Use the Company’s Sites in any manner which could damage, disable, restrict, overburden, or impair the Site or interfere with any other party’s use and enjoyment of same.Use any robot, spider, or other automatic device, process, or means to access the Company’s Sites for any purpose, including monitoring or copying any of the material on the Company’s Sites.Use any manual process to monitor or copy any of the material on the Company’s Sites or for any other unauthorized purpose without our prior written consent.Use any device, software, or routine that interferes with the proper working of the Company’s Sites.Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Company’s Sites, the servers on which the Company’s Sites are stored, or any server, computer, or database connected to the Company’s Sites.Attack the Company’s Sites via a denial-of-service attack or a distributed denial-of-service attack.Otherwise attempt to interfere with the proper working of the Company’s Sites.

If applicable, you may not permit anyone other than yourself to use your username or password to gain access to the Company’s Sites. You will take reasonable steps to maintain the privacy and security of your username and password and to prevent unauthorized access to or disclosure of your username and password.

You acknowledge that any use or disclosure of Company proprietary or confidential information in violation of these Terms of Use will result in irreparable harm to Company and/or its subsidiaries or affiliates, and that Company will have the right to equitable and injunctive relief to cease and prevent such use or disclosure.

Other than your direct communications with us in connection with your purchase and receipt of Company’s tutoring services, all postings on the Company’s Sites, including the Interactive Features, and on any third-party social media sites on which Company maintains pages, will be publicly available on the Internet and therefore publicly accessible without limitation or protection of any kind. Always use caution when giving out any personally identifying information about yourself or your children in any Interactive Feature. Company does not control or endorse the content, messages or information found in any Interactive Feature and, therefore, Company specifically disclaims any liability with regard to the Interactive Features and any actions resulting from your participation in any Interactive Features. Site managers, tutors and hosts are not authorized as Company spokespersons, and their views do not reflect those of Company.

Nothing contained within these Terms of Use is intended to interfere with employee rights under the National Labor Relations Act or other laws protecting lawful job related or other activities.

Company’s determination concerning whether you satisfy the requirements of these Terms of Use, including without limitation the requirements in this section shall be determined in Company’s sole, final and binding discretion.

ACCESSING THE COMPANY’S SITES AND ACCOUNT SECURITY, INCLUDING TERMINATION OF USE AND ACCESS

Company has no obligation to monitor the Company’s Sites, including the Interactive Features. However, Company reserves the right in its sole discretion to access, review or record any and all activity on its Company’s Sites including, without limitation any Submissions (as defined herein), files, documents, photos, software, or other materials, information or communications transmitted through or stored on the Company’s Sites. This reservation of rights includes, without limitation, the right to edit, remove, delete, or block any and all Submissions, posts, files, photos, documents, or any other transmission or communication of any kind in connection with the Company’s Sites. Please see the

SUBMISSIONS TO THE COMPANY’S SITES

section for more information.

Company reserves the right, in its sole discretion, to monitor, restrict, block, discontinue, limit, suspend or terminate your access and use of the Company’s Sites and the related services or any portion thereof at any time, for any reason, without notice to you, including if Company determines in its sole discretion that you have or are likely to violate these Terms of Use.

We will not be liable if for any reason all or any part of the Company’s Sites is unavailable at any time or for any period.

You are responsible for:

Making all arrangements necessary for you to have access to the Company’s Sites.Ensuring that all persons who access the Company’s Sites through your internet connection are aware of these Terms of Use and comply with them.

To access the Company’s Sites or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Company’s Sites that all the information you provide on the Company’s Sites is correct, current, and complete. You agree that all information you provide to register with the Company’s Sites or otherwise, including but not limited to through the use of any interactive features on the Company’s Sites, is governed by our

Privacy Policy

, and you consent to all actions we take with respect to your information consistent with our

Privacy Policy

.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Company’s Sites or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

LINKS TO THIRD PARTY SITES

The Company’s Sites, including the Interactive Features, may contain links to third-party web sites including links contained in advertisements, including banner advertisements and sponsored links (collectively, “Linked Sites”), over which Company has no control. Company is not responsible for the content of any such Linked Sites, including without limitation any links contained in such Linked Sites, or any changes or updates to such Linked Sites. Company is not responsible for webcasting or any other form of transmission received from any such Linked Sites. Company is making available these Linked Sites to you only as a convenience, and the availability of a Linked Site from the Company’s Sites does not imply endorsement by Company of the Linked Sites or any association with their operators.

We have no control over the contents of Linked Sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Linked Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Company’s Sites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Company’s Sites, or by anyone who may be informed of any of its contents.

Company is not responsible or liable in any way or under any circumstances with respect to software, materials or information a user makes available on the Company’s Sites that is not accurate, complete or current. The material on the Company’s Sites is provided for convenience only and should not be relied upon or used for making significant decisions. Any reliance on the software, materials or information on the Company’s Sites is at your own risk. The Company’s Sites may contain certain historical information which is not current and is provided for your reference only.

The Company’s Sites may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

CHANGES TO THE COMPANY’S SITES

We may update the content on the Company’s Sites from time to time, but their content is not necessarily complete or up-to-date. Any of the material on the Company’s Sites may be out of date at any given time, and we are under no obligation to update such material.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE COMPANY’S SITES

All information we collect on the Company’s Sites is subject to our

Privacy Policy

. By using the Company’s Sites, you consent to all actions taken by us with respect to your information in compliance with the

Privacy Policy

.

SUBMISSIONS TO THE COMPANY’S SITES

The Company’s Sites may make available Interactive Features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “Submissions”) on or through the Company’s Sites. Submissions shall not include personal information you submit directly to Company in connection with an employment application or in connection with tutoring services that you receive directly from us.

All Submissions must comply with these Terms of Use.

Any Submission you post to the Company’s Sites will be considered non-confidential and non-proprietary. By providing any Submission on or through the Company’s Sites, you grant us and our affiliates, franchisees, related entities, and service providers, and each of their and our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the Submissions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.All of your Submissions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any Submissions you submit or contribute, and you, not Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any Submissions posted by you or any other user of the Company’s Sites.

No compensation of any kind or under any circumstances will be paid to you or any third party with respect to your Submission(s). Company is under no obligation to post or use any Submission you may provide.

We have the right to:

Remove or refuse to post any Submissions for any or no reason in our sole discretion.Take any action with respect to any Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such Submissions violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company’s Sites or the public, or could create liability for Company.Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company’s Sites.Terminate or suspend your access to all or part of the Company’s Sites for any or no reason, including without limitation, any violation of these Terms of Use.

We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Company’s Sites. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Company’s Sites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

CONTENT STANDARDS

These content standards apply to any and all Submissions and use of Interactive Features. Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Submissions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and ourPrivacy Policy. Be likely to deceive any person.Promote any illegal activity, or advocate, promote, or assist any unlawful act.Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.Impersonate any person, or misrepresent your identity or affiliation with any person or organization.Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

LINKING TO THE COMPANY’S SITES AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.The Company’s Sites may provide certain third-party social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Company’s Sites.Send emails or other communications with certain content, or links to certain content, on the Company’s Sites.Cause limited portions of content on the Company’s Sites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features and any third-party social media sites’ operators’ terms relating to same. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.Cause the Company’s Sites or portions thereof to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking. Link to any part of the Company’s Sites other than the homepage.Otherwise take any action with respect to the materials on the Company’s Sites that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.We may disable all or any social media features and any links at any time without notice in our discretion.

FEES

Company (or its partners) may charge a fee to use or access the Company’s Sites or for any content, features, products, services, or licenses available thereon. You are responsible to Company (or its partners) for any fees applicable to the foregoing. You authorize Company (or its partners), or its designated payment processor, to charge such fees to the credit card, debit card, or other payment method that you provided during the registration process.

Unless otherwise specified, all fees are in United States dollars, and all charges will be made in United States dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.

Except as required by law, all fees are nonrefundable, including, without limitation, in situations where content or services that you have paid for are removed or otherwise rendered inaccessible to you. Payments and purchases may not be canceled by the user, except when such cancellations are required by law. Company (or its partners) reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card, or other payment method, but your charge is rejected for any reason, there may be a hold on that transaction amount for several days.

MODIFICATION OF THESE TERMS OF USE

The Company reserves the right to change these Terms of Use from time to time, for any reason, with or without notice. Changes to such the Terms of Use will be effective immediately upon accessing or engaging with the Company’s Sites. It is your responsibility to check periodically for any changes we may make to these Terms of Use. Accessing or engaging with the Company’s Sites following the posting of changes to these Terms of Use means you accept and agree to the changes.

GEOGRAPHIC RESTRICTIONS

The owner of the Company’s Sites is based in the United States. We provide the Company’s Sites for use only by persons located in the United States. We make no claims that the Company’s Sites or any of its content is accessible or appropriate outside of the United States. Access to the Company’s Sites may not be legal by certain persons or in certain countries. If you access the Company’s Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

LIABILITY DISCLAIMERS; LIMITS ON LIABILITY

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Company’s Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Company’s Sites for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE COMPANY’S SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM. IN ADDITION, YOU HEREBY EXPRESSLY AND SOLELY ASSUME THE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH YOUR USE OF THE COMPANY’S SITES.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE COMPANY’S SITES MAY INCLUDE INACCURACIES OR ERRORS. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE COMPANY’S SITES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

YOUR USE OF THE COMPANY’S SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY’S SITES IS AT YOUR OWN RISK. THE COMPANY’S SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY’S SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE COMPANY’S SITES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE COMPANY’S SITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE COMPANY’S SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE COMPANY’S SITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE COMPANY’S SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, OR ITS AFFILIATES, FRANCHISEES, OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE LICENSORS, LICENSEES, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS,

BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WITHOUT LIMITATION, DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF USE, LOSS OF DATA OR PROFITS, UNAUTHORIZED ACCESS TO OR USE OF OR ALTERATIONS TO YOUR TRANSMISSIONS AND DATA, INTRUSIONS OR ATTEMPTED INTRUSIONS RELATING TO YOUR CONFIDENTIAL AND PERSONAL INFORMATION, AND OTHER TANGIBLE AND INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE COMPANY’S SITES, WITH THE DELAY OR INABILITY TO USE THE COMPANY’S SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS OBTAINED THROUGH THE COMPANY’S SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE COMPANY’S SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, OR ITS AFFILIATES, FRANCHISEES, OR RELATED ENTITIES BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RESPONSIBILITY AND RISK RELATED TO THE CONFIDENTIALITY, SECURITY, PRIVACY AND INTEGRITY OF DATA YOU ACCESS, SEND, STORE, UPLOAD, DOWNLOAD OR OTHERWISE TRANSMIT IN CONNECTION WITH THE COMPANY’S SITES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company, and its officers, directors, employees, contractors, agents, other workforce members, licensors and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting either from any violation of these Terms of Use, in connection with the Company’s Sites (including with respect to the Interactive Features), and/or in connection with any disruptions that you directly or indirectly cause to the Company’s Sites or the systems transmitting or supporting the Company’s Sites to you or other users.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE COMPANY’S SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

GENERAL

These Terms of Use and ourPrivacy Policyconstitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior written and oral agreements with regard to same. Company reserves the right at all times to disclose any information on the Company’s Sites as necessary to satisfy any applicable law, regulation, legal process or governmental request, including Patriot Act requests and as set forth in ourPrivacy Policy, in Company’s sole discretion. You agree that in the event Company exercises it rights hereunder for any reason, it shall have no liability. To the maximum extent permitted by law, these Terms of Use are governed by the laws of the State of New Jersey and, subject to the arbitration provisions below, you hereby consent and subject yourself to the exclusive jurisdiction of courts in New Jersey in all disputes arising out of or relating to the use of the Company’s Sites, and agree that all disputes hereunder shall be brought in the courts located in the located in the City of Newark and County of Essex, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You hereby waive any and all objections you may have laying of such venue. At Company’s sole discretion, it may require you to submit any disputes arising under these Terms of Use, or in connection with your use of the Company’s Sites, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New Jersey law. IF COMPANY ELECTS TO PURSUE ARBITRATION AS SET FORTH HEREIN, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS OF USE, THE COMPANY’S SITES (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company solely as a result of your agreeing to these Terms of Use.These Terms of Use inure to the benefit of Company’s agents, assigns, licensors, and successors. Company reserves the right to assign or delegate its rights or obligations, in whole or in part, under these Terms of Use.If any part of these Terms of Use 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 eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. No waiver of by Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

INTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADEMARK AND COPYRIGHT NOTICES

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on any of the Company’s Sites are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to U.S. and foreign trademark laws. Nothing on the Company’s Sites, the related services or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Company’s Sites or in connection with the services without the written permission of the applicable Trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. You may not use the Trademarks, either ours or others, in any way without the prior written permission of the applicable Trademark owner. We prohibit use of our logo as a “hot” link to any other World Wide Web site unless approved by us in advance in writing.

You acknowledge and agree that any software or technology underlying the services provided on or through the Company’s Sites and all other software, code, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, or other data or copyright materials, including the selection or arrangement thereof, provided or made available to you through or in connection with the Company’s Sites (“Company Content”) are the proprietary materials of Company and or our affiliates providers and/or third party providers or suppliers and are protected, without limitation, pursuant to U.S. and foreign copyright laws. Any unauthorized or prohibited use of Company Content or the Company’s Sites may subject the offender to civil liability and criminal prosecution under applicable international, federal and state laws.

You acknowledge that we and/or our affiliates providers and/or third party providers or suppliers, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content, the Company’s Sites and the related services, including without limitation, all patents, copyrights and trade secrets and other content protectable under United States or international laws pertaining thereto, and that, except for the limited rights set forth herein, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including without limitation, by accessing or using the Company’s Sites, the Company Content or the services. The rights granted to you herein are revocable by us in accordance with these Terms of Use.

These Terms of Use permit you to use the Company’s Sites for your personal, non-commercial use only. You must not copy, reproduce, distribute, modify, create derivative works of, display, perform, republish, download, store, rent, lease, sell, assign, sublicense, compile, collect, transmit or otherwise transfer, in whole or in part, any of the material on the Company’s Sites, except as follows:

You may download and print a reasonable number of copies of documentation provided or available in connection with the Company Content and/or receipt of the services provided through the Company’s Sites for non-commercial personal or educational use only and we grant you a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize such services for non-commercial personal or educational purposes while these Terms of Use are in full force and effect; provided that (i) any permitted copies of documentation provided or available in connection with the Company Content contain, in an unmodified form, (a) all language designations contained in the materials originally provided to you by us indicating the confidential nature thereof and (b) all copyright, trademark, or other proprietary rights notices contained in the materials originally provided to you by us and an original source attribution to us and/or the applicable third parties; and (ii) you will not modify of any of the Company Content except as approved by us in advance in writing.Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. You may store files that are automatically cached by your Web browser for display enhancement purposes.If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.If we make available third-party social media sites in connection with the Company’s Sites, you may take such actions as are enabled by such features, provided that all such actions are in compliance with the applicable third-party providers’ respective terms of service.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Company’s Sites in breach of the Terms of Use, your right to use the Company’s Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Company’s Sites or any content on the Company’s Sites is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Company’s Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DCMA”)

Huntington Mark, LLC respects the intellectual property rights of others. Per the DMCA, Huntington Mark, LLC will respond expeditiously to claims of copyright infringement on any of the Company’s Sites if submitted to Huntington Mark, LLC ‘s Copyright Agent as indicated below. Upon receipt of a notice alleging copyright infringement, Huntington Mark, LLC will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.

If you believe that your intellectual property rights have been violated by Huntington Mark, LLC or by a third party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent listed below:

A description of the copyrighted work or other intellectual property that you claim has been infringed;A description of where the material that you claim is infringing is located on the Company’s Site;Your name, address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not Huntington Mark, LLC can contact you;A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;Your electronic or physical signature.

Huntington Mark, LLC may request additional information before removing any allegedly infringing material. In the event Huntington Mark, LLC removes the allegedly infringing materials, Huntington Mark, LLC will immediately notify the person responsible for posting such materials that Huntington Mark, LLC removed or disabled access to the materials. Huntington Mark, LLC may also provide the responsible person with your email address so that the person may respond to your allegations.

Huntington Mark, LLC’s designated Copyright Agent to receive DMCA Notices is:

Patricia McCabe

Huntington Learning Center

496 Kinderkamack Road, Oradell, NJ 07649

551-244-4924

[email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Company’s Sites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

DMCA COUNTER-NOTIFICATION PROCEDURES

If you believe that material you posted on the Company’s Sites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

Your physical or electronic signature.An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Company’s Sites may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.