Who May Use the Site?
The Site may only be accessed and used by:

• K-12 or college students and their families who are seeking assistance with college admissions and funding and who have obtained a valid password to access the Site from us.
• School counselors or independent counselors who seek to provide supplemental college admissions and funding guidance to their students and who have obtained a valid password to access the Site from us.
• Financial advisors or planners who seek to provide college funding guidance to students and families and who have obtained a valid password to access the Site from us.

No party may use a subscription account to serve more than the allowed 4 students, unless the party has paid upgrade fees to do so. Notwithstanding the foregoing, The College Company reserves the right, in its sole discretion, to deny access to the Site by any User or to modify, suspend or terminate any User's access to or use of the Site at any time, for any reason or for no reason, without notice. In the event a User's access to the Site is terminated for reasons other than a breach of these Terms of Service or any other agreement between The College Company and such User, such User shall be entitled to a refund of any prepaid but theretofore unapplied fees.

In no event may this Site be used or linked to by any party charging a fee for access to this Site or for access to any information gathered in this Site (including, but not limited to, independent counselors, school counselors, financial planners, financial advisors, brokers, or consultants) without the prior written consent of The College Company in each instance.

Users under the age of 16 must provide The College Company with written permission from a parent or guardian prior to using the Site.

Each User will be assigned a unique password, permitting such User (and only such User) to access and use those portions of the Site that they are authorized to use. You are responsible for maintaining the confidentiality and security of your password, and for any use of your password or registration and all activities that occur under your password or account, whether or not authorized by you. You agree (a) not to disclose or share your password with any third party, (b) to use your best efforts to prevent any third party from obtaining your password, and (c) to inform us immediately of any actual or potential unauthorized use of or access to your password or to the Site. No User shall create more than one account on the Site without the prior written consent of The College Company in each instance. Passwords are subject to cancellation or suspension and Users may be subject to additional fees upon the misuse of any password by any User.

Acceptable Use of the Site
The Site may only be used for lawful purposes to obtain information and data relating to the college admissions and funding processes. The information contained in or conveyed by this Site is for informational purposes only and should not be construed as legal or financial advice on any subject matter. Recipients of this information should not act upon it without consulting their qualified legal or financial counsel as individual situations and facts vary. Users shall only access and use the content, features and functionality of the Site which their password permits them to access and use. All Users are required to adhere to these Terms of Service, including the following requirements and guidelines:

Legal Compliance & Posting Limitations.
Users must use the Site in accordance with all applicable international, federal, state and local laws, and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violate any law. In furtherance of and without limiting the foregoing, Users specifically acknowledge and agree that they may not:

• Post or transmit any message, information, data, text, software or images, or other materials (collectively, "Content") that violates the trademark, copyright, privacy, confidentiality, publicity, intellectual property, or any other proprietary rights of any person or that reveals any information that should be known to the User to be confidential or a proprietary.
• Post or transmit Content that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful, tortuous or otherwise objectionable or that could constitute an incitement to unlawful conduct.
• Impersonate any person or entity, including without limitation a TCC employee or agent, or an authorized user of TCC's services, or otherwise misrepresent your affiliation with any person or entity.
• Post or transmit any Content that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships
• Register an e-mail address that you do not own or for which you do not have the express permission of the owner to register.

Site Security and Integrity.
Users may not violate or attempt to violate the security, efficiency, reliability, or integrity of the Site or its Content in any way, including, without limitation:

• Accessing content, data, features or functionality on the Site for which your password is not authorized or accessing or logging into a server or account that you are not authorized to access.
• Deleting or revising any Content (including, but not limited to, legal notices) posted by The College Company.
• Aggregating, copying or duplicating in any manner or framing of or linking to any of the Content available from the Site.
• Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Taking any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
• Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
• Using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from The College Company on this Site and other than generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Explorer, Firefox).
• Forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

Violations of system or network security may result in civil or criminal liability. The College Company may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

No Un-permitted Commercial Activity. This Site may not be used for purposes of or to further any commercial activity other than those described in the first sentence of this Section entitled "Acceptable Use of Site," without the prior written consent of The College Company. Posting or transmitting any unsolicited advertising, promotional materials, junk mail, "spam," chain letters or any other form of solicitation without the prior written consent of The College Company is strictly prohibited.

No Resale of Content or Services.
Users are strictly prohibited from, and agree to refrain from, reproducing, duplicating, copying, selling, reselling, trading or otherwise distributing or exploiting for any commercial purposes the Site or its Content or any portion thereof, access to or use of the Site or the Content or any portion thereof, or any of the related services offered on the Site.

User Information
When you register on the Site and during the course of your use of the Site, you will be asked to provide certain personally identifiable information about you, such as your name, e-mail address and similar information. All personally identifiable information you provide to us is protected under and subject to our Privacy Policy which is published on this Site, as amended and in effect from time to time.

We also gather and compile information and data about our Users and their usage of the Site on a collective basis and in a manner which does not disclose or reveal any personally identifiable information about individual Users. You understand, acknowledge and agree that we are the sole owners of all such aggregated, anonymous data for all purposes, and have the unrestricted right to use such data and to disclose or distribute such data to third parties as we deem appropriate so long as it does not contain personally identifiable information about our Users.

User-Submitted Content
This Site is a passive platform for students, parents, and counselors to interact with one another. Users are solely responsible for any and all content and communications that they post or transmit to the Site or to any User of the Site, as well as for the consequences of such postings and transmissions. The College Company has no obligation to preview, screen, edit or monitor User-submitted content on the Site. The College Company has no control over and takes no responsibility for the truthfulness, accuracy, quality, safety, morality, desirability or legality of any User communications or User-submitted content on the Site.

You acknowledge that any reliance on any material or communication posted or transmitted by another User will be at your own risk.

The College Company may, in its sole discretion, reject, remove or edit any User-submitted content or communication appearing on the Site for any reason, without notice. The College Company reserves the right (but shall have no obligation) to investigate any reported or suspected violation of these Terms of Service and to edit or remove any content or communication that violates these Terms of Service or that TCC may in its sole discretion determine to be inappropriate or objectionable for any reason whatsoever; provided, however, that TCC shall have no liability or responsibility to Users for performance or nonperformance of such activities. Any decision by TCC to edit or remove any content shall be final, binding and not subject to debate or refund. TCC reserves the right to expel Users and prevent their further access to the Site for violating these Terms of Service or any applicable laws, and may take any action with respect to User-submitted information that it deems necessary or appropri ate in its sole discretion if it believes it may create liability for TCC or may cause TCC any clients or customers or the services of its ISPs or other suppliers.

By submitting or posting any content to any area of the Site, you grant The College Company and its affiliates the royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology whether now known or later developed. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such content for the purposes contemplated by the Site. Subject to the foregoing, the owner of such content placed on the Site retains any and all other rights that may exist in such content which are not otherwise limited or modified by the grant of this license.

Third Party Content and Links
The Site provides content and material from, and links and references to, web sites of third parties and other third party resources not controlled by The College Company (collectively, "Third Party Content"). You acknowledge and agree that TCC neither endorses nor is responsible or liable for the availability, accuracy, currency or reliability of any Third Party Content. Any concerns regarding such Third Party Content should be directed to the third party. Under no circumstances will TCC be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced on the Site. Nothing on the Site shall be deemed to be a recommendation of any third party, Third Party Content or third party products or services, or to constitute any representation or warranty as to a third party's qualifications, services, products, offerings, information or any other content. TCC does not provide, sell, license, or lease any of t he Third Party Content other than those specifically identified as being provided by TCC subject to the Terms of Service.

Termination
The College Company may, in its sole discretion, terminate your password, account (or any part thereof) or access to or use of the Site, remove or discard any content within the Site, or otherwise limit your access to this Site and its Content, for any reason, including, without limitation, your failure to pay any fees or other amount due to TCC, or if TCC believes that you have breached or violated or acted inconsistently with the letter or spirit of these Terms of Service or any agreement between you and The College Company. TCC may also in its sole discretion and at any time discontinue providing the Site or any related services, or any part thereof, with or without notice. You agree that any termination or limitation of your access to the Site under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that TCC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that TCC shall not be liable to you or any third party for any termination or limitation of your access to the Site or any related services. All fees and other amounts paid to TCC by any User for access to or use of the Site, any features or functionality of the Site or any related services are non-refundable, except as otherwise expressly provided herein or in any other written agreement between The College Company and such User.

Proprietary Rights
The contents of the Site, including, but not limited to, its look and feel, text, graphics, icons, logos, buttons and images and any and all software used on or incorporated in the Site (collectively, the "Site Content"), are protected under United States and foreign copyright, trademark, patent, trade secret and other laws. All Site Content is the property of The College Company. The compilation (meaning the collection, arrangement and assembly) of the Site Content is the exclusive property of The College Company and is protected by United States and international copyright laws. Unauthorized use of the Site Content may violate copyright, trademark, patent and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Site Content on any copy you make of such material. You may not (a) sell or modify the Site Content; (b) modify, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site, or (c) reproduce, display, publicly perform, distribute, or otherwise use the Site Content in any way for any public or commercial purpose. The use of the Site Content on any other web site or in a networked computer environment for any purpose is prohibited.

THE COLLEGE COMPANY, THE COLLEGECOMPANY logo, TUITIONCOACH, the TUITIONCOACH logo, and all other TCC trade and service marks, trade names, slogans, tag-lines, product and service names, and logos are trade or service marks of The College Company (collectively, the "The College Company Marks"). You agree that you will not, without the prior written consent of The College Company display or use any of The College Company Marks in any manner.

Disclaimer of Warranties
All Users expressly understand and agree that:

• YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND ALL SITE CONTENT AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAWS, THE COLLEGE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
• THE COLLEGE COMPANY MAKES NO WARRANTY THAT (I) THE SITE OR ANY RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED, OR (IV) THAT THE SITE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COLLEGE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SITE OR ANY SITE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COLLEGE COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability
IN NO EVENT SHALL THE COLLEGE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND -- INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA -- ARISING OUT OF OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE, REGARDLESS OF WHETHER THE COLLEGE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. YOU AGREE TO HOLD THE COLLEGE COMPANY HARMLESS FROM, AND YOU COVENANT NOT TO SUE THE COLLEGE COMPANY FOR, ANY CLAIMS BASED ON YOUR USE OF, OR INABLITY TO USE, THE WEBSITE.

YOU AGREE AND COVENANT THAT IN THE EVENT OF ANY LITIGATION THE ACTUAL MEASURE OF DAMAGES DUE TO ANY CLAIM BASED ON YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR ITS SERVICES SHALL BE SPECULATIVE AND DIFFICULT TO MEASURE, AND THAT AS A RESULT YOU FURTHER AGREE AND COVENANT THAT THE COLLEGE COMPANY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SITE, YOUR USE OF THE SITE AND THE SUBJECT MATTER HEREOF, OR YOUR INABILITY TO USE THE WEBSITE, REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF ALL FEES PAID TO THE COLLEGE COMPANY BY YOU DURING THE THREE (3) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY; OR (II) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification
You agree to defend, indemnify and hold harmless The College Company and each of its officers, directors, employees and agents from and against any and all damages, liabilities, claims, demands, costs and expenses, including but not limited to, reasonable attorneys' fees, resulting from your (i) use or misuse of the Site, (ii) violation of these Terms of Service (as amended and in effect from time to time), (iii) conduct, communication, or interaction with any other user of the Site or any of your other activities on the Site, or (iv) violation of the rights of any other User of the Site or any other person or entity. Use of this Site is at your own risk.

Copyrights and Copyright Agent
If you believe any content or materials on the Site infringes your copyright, you agree to abide by the notice and take down procedures of the Digital Millennium Copyright Act by contacting our copyright agent and providing the following information:

• 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 Site;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf; and
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

The name and contact information of our agent for copyright issues is as follows:

Ms. M. Perkash
Copyright Agent
The College Company, Inc.
411 Borel Avenue, Suite 430
San Mateo, CA 94402
Phone: 650-349-2909
Fax: 650-349-0529

Miscellaneous

Entire Agreement.
This Agreement, together with our Privacy Policy and any written license and services agreement or subscription agreement between you and The College Company relating to the Site, constitutes the entire agreement between us with respect to your use of the Site and supercedes any previous oral or written arrangements or understandings relating thereto. In the event of any conflict or inconsistency between these Terms of Service and any written license and services agreement or subscription agreement between us and any User, the provisions of the applicable license and services agreement or subscription agreement shall prevail.

Waiver, etc.
No waiver of any provision of these Terms of Service by The College Company shall be effective unless in writing signed by an authorized representative of The College Company. The waiver by TCC of a breach or violation of any provision of these Terms of Service shall not constitute a waiver by TCC of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of TCC to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any such right, power or privilege by TCC. Any provisions of these Terms of Service that may be invalid shall not affect the validity of enforcement of the remaining valid terms of these Terms of Service.

Governing Law.
These Terms of Service and all use of the Site shall be governed by the laws of the State of California, as applied to contracts wholly made and to be performed within the State of California, without regard to any conflict of law provisions. You hereby submit to the jurisdiction of the courts of the State of California and the federal courts of the United States of America located in such state for purposes of any action relating to the interpretation or enforcement of the provisions of these Terms of Service, and agree that any legal proceedings arising under or pursuant to these Terms of Service or your use of the Site shall be conducted in the State of California.

© 2006 The College Company. All rights reserved. The College Company reserves the right to make changes in specifications and other information contained in this document without prior notice. The reader should in all cases consult The College Company to determine whether any such changes have been made. Revised 6/07/2006.