1. Scope of Agreement
This Web Site Terms and Conditions of Use Agreement (this "Agreement") is between you ("You" or "Your") and iTRAIN, LLC ("iTRAIN"). This Agreement governs Your access to and use of iTRAIN’s web site (this "Site"), which includes all software, HTML and other code, and scripts running or forming a part of this Site (collectively, the "Code"), and all information and data that is part of this Site, including all text, graphics, photos, illustrations, images, training sessions, and audio and audio-visual files (collectively, the "Content"). In addition to complying with the terms and conditions of this Agreement, You agree to comply with the Terms and Conditions of Sale Agreement that governs Your purchase of any downloadable audio or audio-visual files (the "Files") or other products or services from iTRAIN (available on this Site, at http://www.itrain.com/TermsOfSale.php) (the "Terms of Sale"), and with all additional terms and conditions governing access to and use of specific areas of this Site set forth elsewhere on this Site (collectively, "Additional Terms"). The Terms of Sale, any Additional Terms, and iTRAIN’s Privacy Policy (available on this Site at http://www.itrain.com/PrivacyPolicy.php) (the "Privacy Policy") are incorporated into and made a part of this Agreement. References to this Agreement include the Terms of Sale, any Additional Terms, and the Privacy Policy

2. Binding Agreement
(a) AGREEMENT BY USE.
BY ACCESSING OR USING THIS SITE IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREED TO EACH OF THE TERMS, CONDITIONS, AND NOTICES SET FORTH IN THIS AGREEMENT AND IN ANY INCORPORATED AGREEMENT, POLICY, OR OTHER TERMS AND CONDITIONS. IF YOU DO NOT UNDERSTAND OR AGREE TO EACH OF THE TERMS, CONDITIONS, AND NOTICES HEREIN AND AS SO INCORPORATED, YOU SHOULD NOT ACCESS OR USE THIS SITE IN ANY MANNER.

(b) Printed Version.
A printed version of this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy), and of any notice given in electronic form will be admissible in any 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. iTRAIN recommends that You print a copy of the most current version of this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy) for Your records.

3. Modification of Terms and Conditions
(a) Right to Modify.
iTRAIN may, at any time and from time to time, in its sole discretion, modify, add, or delete provisions of this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy). You are responsible for reviewing this Agreement prior to each time You access or use the Site. If You object to any such modifications, additions, or deletions, Your only recourse is to terminate this Agreement and to stop any and all use of this Site. Your continued use of this Site following such modifications, additions, or deletions shall be deemed to constitute Your review and acceptance of, and agreement to, any such modifications, additions, or deletions.

(b) Writing Required to Modify or Waive.
Except as provided in this Section 3, the provisions of this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy) may not be modified, revised or amended, and none of such provisions waived, except in a written document executed by iTRAIN..

4. Modification of Site
iTRAIN may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change this Site (including adding or discontinuing any or all services or transactions offered through this Site), in whole or in part, without notice or liability to You.

5. Right to Use Site
(a) Minimum Age.
You represent and warrant to iTRAIN that You are at least eighteen (18) years of age and that you possess the legal right and ability to enter into this Agreement.

(b) Authority for Minor’s Use.
Further, if You permit or allow any person under eighteen (18) years of age to access or use this Site, you represent and warrant to iTRAIN that You have authority to permit or allow such person to access or use this Site and You agree that You are and shall be responsible for all access to and use of this Site by such person, including all purchases of Files from iTRAIN through this Site.

6. Use and Protection of Password and ID
(a) Password Assignment.
iTRAIN may assign a password and account ID to You so You can access and use certain areas of this Site. Each user who uses such assigned password and ID shall be deemed to be authorized by You to access and use this Site, and iTRAIN shall have no obligation to investigate the authorization or source of any such access or use. YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND ITRAIN, YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND ID ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES OF FILES THROUGH THIS SITE) THAT MAY RESULT FROM SUCH ACCESS OR USE.

(b) Protection of Password.
You are solely responsible for protecting the security and confidentiality of the password and ID assigned to You. You shall immediately notify iTRAIN of any unauthorized use of the assigned password or ID, or any other breach or threatened breach of this Site’s security of which You are aware.

7. System Requirements
(a) Software and Devices.
Use of the Site requires Internet access, audio manager software (such as iTunes®, Napster®, Real Player Rhapsody™, Musicmatch®) or other software allowing the downloading and storing of audio and audio-visual files in the MP3 format (the "Software"), and a compatible player device (the "Device"). All Devices known at this time to support the MP3 format, including the Zune®, iPod®, iRiver®, and PSP™, are compatible with the Files. iTRAIN may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements for this Site and the format of the Files, in whole or in part, without notice or liability to You.

(b) Responsibility for Fees.
Internet access, use of the Software, or use of a Device may incur fees in addition to any fees incurred on this Site. Software and Devices may require obtaining updates or upgrades from time to time. Your ability to use the Site may be affected by the performance of the Software, the Device, or your Internet connection. You acknowledge and agree that it is Your responsibility to comply with the system requirements from time to time in effect, to maintain, update, and upgrade Your Software and Devices, and to pay all Internet access, Software, and Device fees without recourse to iTRAIN.

8. Licenses
(a) Limited License.
Subject to the terms and conditions of this Agreement, You are granted a limited, revocable, non-exclusive, non-transferable license, without the right to sublicense, to access and use this Site only for displaying this Site on Your Internet browser. Further, Your access to and use of this Site and the Files purchased from iTRAIN through this Site are limited to personal, non-commercial purposes only.

(b) Limitations on Use.
Except as permitted in the limited license set forth in paragraph 8(a), above, You may not, in whole or in part, copy, reproduce, distribute, display, perform, sell, lease, transmit, or create derivative works from this Site, from Content posted on the Site, or from Files sold to You or translate, modify, reverse-engineer, disassemble, or decompile this Site, Content posted on the Site, or Files sold to You.

(c) Further Limitations.
You may not upload to, or distribute or otherwise publish through, this Site any information or other material that (i) violates or infringes the rights of any persons, including rights in copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under the laws of the United States of America (the "United States"), any state thereof, or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses, "hacks", or other harmful code or properties.

(d) Submissions.
Subject to the Privacy Policy, anything that You submit or post to this Site or to iTRAIN, including ideas, know-how, techniques, questions, comments, and suggestions (collectively, "Submissions") is and will be treated as nonconfidential and nonproprietary. By submitting or posting a Submission to this Site or to iTRAIN, you waive any and all rights You may have in such Submission (except as to matters covered by the Privacy Policy). iTRAIN shall have the exclusive, royalty-free, worldwide, perpetual, and transferable right to use, copy, reproduce, distribute, display, perform, sell, lease, transmit, or create derivative works from any such Submission by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile any such Submission. All Submissions shall automatically become the sole and exclusive property of iTRAIN, without compensation to You, and shall not be returned to You.

9. Availability and Use of Site
The availability of this Site depends on many factors, including some factors that are beyond iTRAIN’s control, such as Your connection to the Internet, the current state of the Internet "backbone", and the current operability of the servers on which this Site is maintained. iTRAIN shall not be liable to You in any way if for any reason You cannot use this Site.

10. Termination; Effect of Termination
(a) Termination.
In addition to any other legal or equitable remedies, iTRAIN may, without prior notice to You, immediately terminate this Agreement or revoke any or all of Your rights granted under this Agreement. You may terminate this Agreement by contacting iTRAIN at cs2@itrain.com.

(b) Effect of Termination.
Upon any termination of this Agreement, You shall immediately cease all access to and use of this Site and iTRAIN may, in addition to any other legal or equitable remedies, immediately revoke any passwords and account IDs assigned to You and deny You (and any persons having access to and use of this Site through you) access to and use of this Site, in whole or in part. Termination of this Agreement shall not affect the respective rights and obligations (including payment obligations) of You or iTRAIN arising before the date of such termination. The provisions of Sections 7(b), 7(c), 8(d), 9, 10, 11, 15, 16, 20, 21, and 23 shall survive the termination of this Agreement.

11. Intellectual Property
(a) Applicable Laws.
You acknowledge that United States and international copyright, patent, trademark, and other intellectual and proprietary laws protect this Site and that any unauthorized access to or use of this Site may violate such laws.

(b) Marks.
All Content and all trademarks, service marks, trade dress, logos, and tag lines displayed on this Site (collectively, the "Marks") are the sole and exclusive property of iTRAIN or its licensors. You are not granted any right or license, either express or implied, in any Mark, patent, trade secret, right of publicity, or other intellectual or proprietary right of iTRAIN or in any of the goodwill associated with any of the foregoing, except as otherwise provided in the Terms of Sale with respect to Files that you purchase from iTRAIN. To the extent that You use any Mark, patent, trade secret, right of publicity, or other intellectual or proprietary right of iTRAIN, such use and all goodwill associated therewith shall inure solely and exclusively to the benefit of iTRAIN.

(c) Removal of Legends.
You shall not remove any copyright, trademark, or other proprietary legend or notice that appears on, in, or as part of this Site.

(d) Enforcement Notice.
So that there is no doubt on the subject, iTRAIN aggressively enforces its intellectual and proprietary rights to the fullest extent of applicable law.

12. Notice of and Procedure for Copyright Infringement
(a) Infringement Claims. iTRAIN respects the intellectual and proprietary rights of others. In accordance with the Digital Millennium Copyright Act, iTRAIN has designated a copyright agent (the "Designated Agent") to receive notice of claims of alleged copyright infringement on this Site. If You believe that any material as to which You hold a copyright has been used or copied in a way that constitutes an infringement of such copyright and such infringement is occurring or has occurred on this Site or on web sites linked to or from this Site, please send the Designated Agent a notice containing the following information:

(b) Designated Agent. Send the notice containing the above information to the following Designated Agent:
Name of Designated Agent: Grace Lazenby / Sebastien Reant
Mailing Address: 9903 Santa Monica Boulevard, Suite 291
Beverly Hills, California 90212
Telephone number: (310) 285-9201 (Note: Telephone notice is not sufficient.)
E-mail Address: legal@itrain.com

NOTE: THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING ITRAIN THAT A COPYRIGHTED WORK MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO THE DESIGNATED AGENT. SUCH NOTICES OR INQUIRIES SHOULD INSTEAD BE SENT TO THE E-MAIL ADDRESS OR MAILING ADDRESS LISTED BELOW IN THE SECTION TITLED "CONTACT INFORMATION".

13. Links To Other Internet Sites
This Site may contain links to Internet sites owned, operated, or maintained by third parties not under iTRAIN’s control or associated with it. These links are provided for Your convenience of reference only. Such links are not and shall not be deemed to be iTRAIN’s endorsement of any organization, individual, product, or service associated with the linked site. You assume sole responsibility and liability for Your use of any such linked site.

14. Links to this Site
You must obtain iTRAIN’s prior written consent for any link to this Site.

15. Warranty Disclaimer; Limitation of Liability
(a) WARRANTY DISCLAIMER.
ALL CONTENT, SERVICES, AND TRANSACTIONS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES, OR TYPOGRAPHICAL ERRORS. ITRAIN DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. ITRAIN DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY, OR SYSTEM INTEGRATION.

(b) LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ITRAIN; ITS PARENT, SUBSIDIARIES, OR AFFILIATES; NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA, OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR ITRAIN HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

(c) MAXIMUM LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITRAIN’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO ITRAIN FOR THE ONE MONTH PERIOD PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO ITRAIN’S LIABILITY.

16. Indemnity
You agree to indemnify, defend and hold harmless iTRAIN; its parent, subsidiaries, and affiliates; and their respective officers, directors, shareholders, members, partners, employees, and agents from and against any and all claims, liabilities, expenses (including reasonable attorneys’ fees and costs), and damages arising out of claims resulting from Your access to or use of this Site, including claims arising out of information or content submitted to this Site by You, Your violation of a third party’s intellectual property or other rights, or any claims alleging facts that if true would constitute a breach by You of the terms and conditions of this Agreement, the Terms of Sale, or any Additional Terms. iTRAIN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, including in the selection of counsel, and in such case, You agree to cooperate with iTRAIN’s defense of such claims.

17. Relationship of Parties
You acknowledge that no joint venture, partnership, employment, or agency relationship exists between You and iTRAIN as a result of this Agreement or any use of this Site. You agree not to hold Yourself out as a representative, agent, or employee of iTRAIN and iTRAIN shall not be liable for any representation, act, or omission by You to the contrary.

18. Assignment
You shall not assign or otherwise transfer this Agreement or assign, delegate, or otherwise transfer any of Your rights, interests, or obligations under this Agreement. Any such assignment, delegation, or other transfer shall be void. This Agreement shall inure to the benefit of iTRAIN’s successors, assigns, and licensees.

19. Injunctive Relief; Remedies
(a) Injunctive Relief.
You agree that iTRAIN’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that iTRAIN shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that iTRAIN may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including reasonable attorneys’ fees and costs.

(b) Remedies Cumulative.
All rights and remedies granted to iTRAIN under this Agreement (including under the Terms of Sale, any Additional Terms, and the Privacy Policy) are cumulative and not alternative, and are in addition to all other rights and remedies available to iTRAIN at law or in equity.

(c) Reference.
Any controversy or claim between (i) You and (ii) iTRAIN; its parent, subsidiaries, and affiliates; and their respective officers, directors, shareholders, members, partners, employees, and agents (You, iTRAIN, and such other persons as are parties to such controversies or claims, together or collectively, as the case may be, the "Reference Parties"), including those arising out of or relating or incidental to this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy), including all issues relating to the applicability, interpretation, and enforceability of this Section 19(c), whether in contract or tort, shall at the request of any Reference Party be referred to a referee in accordance with California Code of Civil Procedure section 638, et seq. The Reference Parties shall designate to the court a single neutral referee, who shall be a retired state or federal court judge; provided, however, that if the Reference Parties cannot agree upon a referee, a referee with such qualifications shall be appointed by the court. Such referee shall prepare a statement of decision containing written findings of fact and conclusions of law and report such statement of decision to the court. The Reference Parties shall bear the fees and expenses of such referee equally unless such referee orders otherwise. Judgment upon the award of such referee shall be entered in the court in which the proceeding with respect to such claims or controversies was commenced. The pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any Reference Party, including the plaintiff, to require reference to a referee if any other Reference Party contests such action for judicial relief. This Section 19(c) shall not limit the right of any Reference Party to exercise self-help remedies, or to obtain provisional or ancillary remedies from a court of competent jurisdiction, before, during, or after the pendency of any referred proceeding. The exercise of a such a remedy does not waive the right of any Reference Party to resort to other such remedies or to require reference to a referee. You and iTRAIN acknowledge that no claims or controversies that are referred to a referee pursuant to this Section 19(c) will be adjudicated by a jury.

20. Governing Law and Jurisdiction; Limit on Commencing Actions
(a) Governing Law.
This Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy) is governed by the laws of the State of California, United States, without regard to its choice of law principles. You consent to the jurisdiction and venue of the state courts in Los Angeles County, California, and the federal courts in the Central District of California for all disputes arising out of or relating to access to or the use of this Site; provided, however, that iTRAIN may enforce its rights and remedies under this Agreement in any appropriate jurisdiction.

(b) Limit on Commencing Actions. You must commence any cause of action or claim You have against iTRAIN within one (1) year after the cause of action or claim arises, otherwise You agree that Your cause of action or claim shall be barred.

21. International Access
This Site can be accessed from countries other than the United States. If You access and use this Site outside the United States, You are responsible for complying with Your local laws and regulations.

22. Contact Information
Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site by e-mail to cs2@itrain.com or by regular mail to 9903 Santa Monica Boulevard, Suite 291, Beverly Hills, California 90212.

23. Reservation of Rights
iTRAIN reserves to itself any and all rights not expressly granted herein.

24. Construction
When used in this Agreement (including the Terms of Sale, any Additional Terms, and the Privacy Policy) (i) "including" and the like are not limiting; (ii) "or" is not exclusive; (iii) "may not", "neither ... may", and the like are prohibitive and not permissive; (iv) the singular includes the plural and vice versa; (v) each of the masculine, feminine, and neuter genders includes the other genders; (vi) "person" and "third party" mean individual or legal entity; (vii) "herein", "hereto", and the like refer to this Agreement, the Terms of Sale, any Additional Terms, or the Privacy Policy where such term appears as a whole and not to a particular section or paragraph hereof or thereof; and (viii) references to sections or paragraphs mean to sections or paragraphs of this Agreement, the Terms of Sale, any Additional Terms, or the Privacy Policy where such reference occurs. This Agreement, the Terms of Sale, any Additional Terms, and the Privacy Policy shall be construed according to their respective fair meanings and not for or against either iTRAIN or You as causing the drafting hereof or thereof.

25. Complete Agreement
This Agreement (including under the Terms of Sale, any Additional Terms, and the Privacy Policy) constitutes the entire agreement between You and iTRAIN with respect to Your access to and use of this Site and purchase of Files or Other Products through this Site.