ARTS FOR LEARNING/YOUNG AUDIENCES, INC.
TERMS OF USE

The ARTS FOR LEARNING website (which will be referred to as the "A4L SITE") is presented to you (you will be referred to as "You") on the condition that You agree to comply with the terms of use of the A4L SITE which are described below ("Terms of Use"), and your use of the A4L SITE constitutes acceptance of and agreement to the Terms of Use. After reading the Terms of Use, if You do not agree to comply with them, please do not continue to use the A4L SITE.

We may change, revise and/or update these Terms of Use on the A4L SITE and You are now put on notice of your responsibility to review them regularly. Your continued use of the A4L SITE after any change, revision or update of the Terms of Use is conditioned upon your acceptance of the Terms of Use as changed, revised or updated.

YOUR LIMITATIONS ON THE USE OF THE CONTENTS OF THE A4L SITE

1. Young Audiences, Inc., of 115 East 92nd Streets, New York, NY 10128, (which will now be referred to as "YAI") owns and operates the A4L SITE. YAI owns, controls or has permission for the use of all the content materials (now referred to as the "Contents") presented on the A4L SITE. All such Contents are protected by copyright and other intellectual property laws.
2. Provided You DO NOT REMOVE any copyright or other legal notices from any Contents, You MAY DISPLAY AND VIEW the Contents of the A4L SITE on a single computer or local area network (within one institution), only for personal or educational (including classroom), NON-COMMERCIAL use and you MAY PRINT AND COPY the Contents of the A4L SITE, or any portion thereof, only for personal or educational (including classroom), NON-COMMERCIAL use.
3. You agree NOT to modify, distribute, transmit, display, reproduce, perform, publish, license, create derivative works from, transfer, sell or make use of any of the Contents obtained from the A4L SITE, other than as specified above in Paragraph 2. Any use of the Contents, other than the use specifically described herein, is a violation of YAI's copyrights and other proprietary rights.

YOUR PARTICIPATION ON THE A4L SITE

1. You agree not to post or transmit any information or materials on the A4L SITE which contain a virus or which are abusive, vulgar, obscene, defamatory, libelous, threatening, criminal or in any way unlawful or which may invade another's right of privacy, publicity or any other right. YAI reserves the right to remove or edit any materials, which in its sole discretion, it finds inappropriate for the A4L SITE. Further, You may not use the A4L SITE to collect personal information, including Internet addresses, about A4L SITE users.
2. You grant to YAI a worldwide, irrevocable and transferable right to use, for any purpose commercial or otherwise, reproduce, publicly perform, display, distribute, sublicense and sell, without any compensation to You: your communications to and postings and participation on the A4L SITE including any concepts, suggestions or other information communicated to YAI.
3. You specifically agree to INDEMNIFY AND HOLD HARMLESS, YAI, its affiliates, vendors, suppliers and any third parties involved with the operation of the A4L SITE, from any claims, liabilities, and expenses, including attorney's fees, that may arise from your breach of these terms of use or your use of the A4L SITE.

AFFILIATES AND THIRD PARTY WEB SITE LINKS

The A4L SITE contains links to web sites of affiliates of Young Audiences, Inc. as well as links to other third party web sites containing materials related to the Contents. These affiliated web sites and third party web sites are not operated or controlled by YAI and for that reason YAI does not guarantee the accuracy of or endorse the contents of those web sites and YAI is not responsible for their availability or any viruses accessed through them. Your use of affiliated or third party web sites must be in accordance with the terms of use contained on those sites and You are solely responsible for compliance with those terms of use.

GENERAL DISCLAIMER AND LIMITATION OF LIABILITY

1. The A4L SITE provides information for general, cultural and educational purposes only. The A4L SITE does not endorse any products or services discussed or mentioned on the A4L SITE.

THE CONTENT AND MATERIALS IN THE A4L SITE ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. YAI, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YAI DOES NOT WARRANT THAT THE A4L SITE WILL BE OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES OR ERRORS IN THE CONTENTS, OR OTHER ERRORS OR DEFECTS. YOU USE THE A4L SITE AT YOUR OWN RISK.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL YAI, ITS AFFILIATES, LICENSORS, OR OTHER VENDORS/SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE A4L SITE OR WITH THE DELAY OR INABILITY TO USE THE A4L SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND/OR SERVICES OBTAINED THROUGH THE A4L SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE A4L SITE, EVEN IF 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. IN NO EVENT SHALL YAI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS A4L SITE.

TERM/TERMINATION

The Terms of Use are effective and will continue until terminated by YAI for any reason, with or without notice. Upon any termination of the Terms of Use, You agree to immediately discontinue your use of the A4L SITE.

CHOICE OF LAW

The Terms of Use, and any dispute arising hereunder, will be governed by the laws of the State of New York (USA), without regard to conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of the courts in New York County, New York. Use of the A4L SITE is not authorized in any jurisdiction that does not give effect to all provisions of the terms and conditions included in the Terms of Use.

INVALIDITY/ENFORCEABILITY

If any part of the 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 deemed superseded by a valid, enforceable provision that most closely reflects the intent of the original provision and the remainder of the Terms of Use shall continue in effect as valid and enforceable.

RESERVATION OF RIGHTS

YAI reserves the right to make changes and modifications to the A4L SITE at its sole discretion without notice to You or any users. YAI, in its sole discretion, reserves the right to deny anyone access to the A4L SITE and to terminate the Terms of Use at any time without notice. ANY RIGHTS NOT SPECIFICALLY GRANTED HEREIN ARE RESERVED TO YOUNG AUDIENCES, INC.

INCLUSION OF NOTICES, POLICIES, DISCLAIMERS

The Terms of Use shall be deemed to include all other notices, policies, disclaimers, and other terms contained in the A4L SITE. However, should there be a conflict between such other terms and the terms contained in the Terms of Use, the terms contained in the Terms of Use shall be controlling.

THE TERMS OF USE OF THE A4L SITE, ARE EFFECTIVE AS OF JANUARY 1, 2001.