1. GENERAL RULES AND DEFINITIONS

1.1  If you choose to use marketspaceU.com service (the "Service"), you will be agreeing to abide by all of the terms and conditions of this Agreement between you and marketspaceU.com, an Internet service of Marketspace™, a Monitor Group company.
1.2  marketspaceU.com may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Service, or send them to you via e-mail or postal mail.
1.3  IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU MAY CANCEL YOUR REGISTRATION BY SENDING E-MAIL TO: HELP@MARKETSPACEU.COM (SEE SECTION 11.1 REGARDING TERMINATION OF SERVICE). YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE OPERATING RULES, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES OR MODIFICATIONS.
1.4  marketspaceU.com may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. marketspaceU.com may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

2. marketspaceU.com CONTENT AND SUBSCRIBER SUBMISSIONS

2.1  The contents of the Service are intended for your personal, noncommercial use. All materials published on marketspaceU.com (including, but not limited to teaching support materials, news articles, photographs, /images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright, trademarks, trade secrets, patents or other proprietary rights and protected in all forms, media and technologies now or hereinafter developed. The Content is owned or controlled by and shall remain the property of Marketspace™, marketspaceU.com or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information or restrictions contained in any Content accessed through the Service.
2.2  The Service and its Contents are protected by copyright pursuant to US and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Section 2.3 of this Agreement), create new works from, distribute, perform, display or in any way exploit any of the Content or the Service (including software) in whole or in part unless otherwise noted.
2.3  You may download or copy the Content and other downloadable items displayed on the Service for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from marketspaceU.com, or the copyright holder identified in the copyright notice contained in the Content.
2.4  You, not Marketspace™, marketspaceU.com or the party credited as the provider of the content, are liable for any damage resulting from any infringement of copyrights, proprietary rights or any other harm arising from your failure to abide by the provisions of this Section 2.

3. FORUMS AND DISCUSSIONS

3.1  You shall not upload to, distribute or otherwise publish on the message boards (the "Forums") any libelous, defamatory, obscene, pornographic, abusive or otherwise illegal material.
3.2  The Forums shall be used only in a noncommercial manner. You shall not, without the express approval of Marketspace™, distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services.
3.3  You are solely responsible for the content of your messages. However, while Marketspace™ does not and cannot review every message posted by you on the Forums and is not responsible for the content of these messages, Marketspace™ reserves the right to delete, move or edit messages that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws or otherwise unacceptable.
3.4  You acknowledge that any submissions you make to the Service (e.g., letter to the editor, review, commentary or forum posting) may be edited, removed, modified, published, transmitted and displayed by Marketspace™, and you waive any moral rights you may have in having the material altered or changed in a manner not agreeable to you.

4. ACCESS AND AVAILABILITY OF SERVICE AND LINKS

4.1  marketspaceU.com contains links to other related World Wide Web Internet sites, resources and sponsors of marketspaceU.com. Our decision to link to another website is not an endorsement of the content in that linked website. We are not responsible for the availability of the outside resources or content of any other website, nor do we make any warranties or representations regarding the content or accuracy of material on such websites. If you decide to access linked websites, you do so at your own risk. You should direct any concerns to the administrator or webmaster of that website.

5. REPRESENTATIONS AND WARRANTIES BY YOU

5.1  You represent, warrant and covenant (a) that no materials of any kind submitted through your account will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least thirteen (13) years old. You hereby indemnify, defend and hold harmless Marketspace™ and marketspaceU.com, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. Marketspace™ reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY

6.1  NEITHER Marketspace™ NOR marketspaceU.com NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR ANY CONTRIBUTOR (COLLECTIVELY THE "COMPANY PARTIES") GUARANTEES THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OF THE CONTENT, NOR ITS FITNESS FOR ANY PURPOSE. NONE OF THE COMPANY PARTIES WILL BE LIABLE FOR ANY LOSS, DAMAGE, INJURY OR WRONGFUL DEATH CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, INSTRUCTION, OPINION OR ADVICE CONTAINED IN THE CONTENT. THE SERVICE IS BEING PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF THE COMPANY PARTIES WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. NONE OF THE COMPANY PARTIES MAKE ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. ALL OF THE COMPANY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND THE CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ADVICE, INSTRUCTION OR INFORMATION GIVEN BY ANY OF THE COMPANY PARTIES SHALL CREATE A WARRANTY, NOR SHALL YOU RELY ON SUCH INFORMATION, INSTRUCTION OR ADVICE. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE CONTENT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS THE COMPANY PARTIES? LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.

7. REGISTRATION AND SECURITY

7.1  As part of the registration process, you will be issued a password and a subscriber ID, and you will be able to change this password and username. You will also have to give us certain registration information, all of which must be accurate and updated. (a) You may not (i) select or use a subscriber ID of another person with the intent to impersonate that person; (ii) use a subscriber ID in which another person has rights without such person's authorization; or (iii) use a subscriber ID that Marketspace™, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. (b) You shall be responsible for maintaining the confidentiality of your password
7.2 (a) You shall notify abuse@marketspaceU.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password information.
7.3  You are responsible for all usage or activity on your marketspaceU.com account, including use of the account by any third party authorized by you to use your subscriber ID and password. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of your account, at the sole discretion of Marketspace™, and Marketspace™ may refer you to appropriate law enforcement agencies.

8. FEES AND PAYMENTS

8.1.  marketspaceU.com reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges. Thus, if at any time marketspaceU.com requires a fee for portions of the Service that are now free (e.g., a domestic subscription fee), marketspaceU.com will give you advance notice of such fees and the opportunity to cancel the account before such charges are imposed. All new fees, if any, will be posted in appropriate locations on the Service. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to, charges for any products or services offered for sale through the Service by marketspaceU.com or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account.

9. COMMUNICATIONS BETWEEN marketspaceU.com AND SUBSCRIBERS

9.1  As part of its validation process for adopters of its books marketspaceU.com will share portions of your Registration information with its publisher, Irwin/McGraw-Hill. marketspaceU.com, Marketspace™, its owners and assigns neither guarantee that Irwin/McGraw-Hill will not share this information with any third party, nor do they make any warranties or representations regarding the content or accuracy of material on such sent to you by Irwin/McGraw-Hill or any third party.
9.2  Marketspace™ reserves the right to send electronic mail to you for the purpose of informing you of additional offline products or services or of changes or additions to the Service.
9.3  Marketspace™ reserves the right to disclose information about your usage and demographics, provided that it will not reveal your personal identity in connection with the disclosure of such information. For more information please read the privacy statement of marketspaceU.com.

10. SOFTWARE LICENSES

10.1  You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Service ("Access Software"). You may not sublicense, assign or transfer any licenses granted by Marketspace™, and any attempt at such sublicense, assignment or transfer shall be null and void. You may make one copy of such software for archival purposes only. You may not otherwise copy, distribute, modify, reverse engineer or create derivative works from Access Software.

11. TERMINATION

11.1  You may terminate your account at any time by sending an e-mail to: help@marketspaceU.com. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your access will be suspended within 24 hours. You are responsible for all charges (if any) incurred up to the time the account is deactivated.
11.2  Marketspace™ may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of this Agreement.

12. MISCELLANEOUS

12.1  This Agreement has been made in and shall be construed and enforced in accordance with Massachusetts law. Any action to enforce this agreement shall be brought in the federal or state courts located in the Commonwealth of Massachusetts.
12.2  Notwithstanding any of the foregoing, nothing in this Subscriber Agreement will serve to preempt the promises made in the privacy statement of marketspaceU.com.
12.3  Official correspondence must be sent via postal mail to:

marketspaceU.com
Monitor Group
Two Canal Park
Cambridge, MA 02141

Steve Szaraz
marketspaceU.com
Monitor Group
2 Canal Park
Cambridge MA 02141; 617-252-2476
e-mail: steve@marketspaceU.com.