Apex Training Enterprises, Inc. The Apex Training Selling System

THIS IS A CONTRACT. PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING THIS SITE AND THE APEX TRAINING SELLING SYSTEM. BY ACCESSING THE SITE (WHICH INCLUDES THE APEX TRAINING SELLING SYSTEM), YOU ACCEPT AND AGREE TO ALL OF THE COVENANTS AND CONDITIONS IMPOSED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SITE.

BY USING APEX TRAINING’S SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH MODIFICATIONS APEX TRAINING ENTERPRISES INC. MAY MAKE AT ANY TIME. YOUR CONTINUED USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.

1. Contact Information.

Email: info@apextraining.org

Telephone: 1-760-803-4975

Website: http://www.apextraining.org/support/

2. Definitions.

•“Access” or “Accessing” means accessing, using, viewing the content or otherwise obtaining information on the Site.

•“Agreement” or “Terms” refers to these Terms and Conditions of Use and any subsequent modifications.

•“Educator” means a teacher at an accredited K-12 school, college or university. An Educator is also a Subscriber.

•“Exercise Files” refers to the exercise files prepared by the authors for use with the training videos and other media.

•“Apextraining.org” refers to Apex Training Enterprises, Inc., a Nevada corporation.

•“Apex Training Selling System” means the subscription-based database of audio-visual works that is available through the Site and is part of the Site.

•“Single-User Subscriber” refers to a Subscriber who purchases a subscription to the Apex Training Selling System for one (1) User.

•“Student” means a pupil at an accredited K-12 school, college or university. A Student is also a Subscriber.

•“Subscriber” refers to any person or entity that purchases or uses a subscription to the Apex Training Selling System and may be a Single-User Subscriber, Educator, or Student.

•“User” refers to any party who Accesses the Site. If you are Accessing the Site as an employee or agent of another, “User” refers to You and Your principal.

•“Website” or “Site” refers to the website maintained on the World Wide Web by Apex Training Enterprises, Inc., available at http://www.apextraining.org, and includes the Apex Training Selling System.

•“You” or “Your” refers to the User. If You are Accessing the Site as an employee or agent of another, “You” or “Your” refers to the User and the User’s principal.

3. Modification of Terms.

Apex Training Enterprises, Inc. reserves the right to modify these Terms at any time. Except as otherwise stated herein, any change to these Terms is effective immediately after Apex Training Enterprises, Inc. gives notice to the User. Notice can be given through e-mail, a posting on the Site or any other means by which a User may obtain notice. User agrees to check the Site periodically for changes to these Terms. Any use of the Site after changes have been made shall be deemed acceptance of those changed terms and/or conditions.

4. Limited License.

Apex Training Enterprises, Inc. hereby grants each Subscriber a limited, non-exclusive, non-sublicensable and non-transferable license to Access the content and information available in the Apex Training Selling System according to the provisions contained herein, and subject to the payment of the applicable subscription fees and adherence to these Terms. Whether the Subscriber receives a license to the Premium Content or Standard Content depends on the subscription plan.

Each Subscriber may only allow its employees and agents to access the Apex Training Selling System.

5. Fees; Renewal; Refund Policies.

Single-User Subscribers

Per Month

•Access to Standard Content

•Monthly subscription plan

•Automatically renews monthly until cancelled by Subscriber

•Automatically renews on the same date of each corresponding month or on final date of month if no corresponding date (January 31, 2008 subscription renews on February 29, 2008)

•Fees charged on renewal date

•Subscription fees and Membership initiation fees are non-refundable; except that Subscriber may cancel renewed subscription in writing up to three (3) calendar days after renewal date and receive a full refund of the new subscription fees

•Discounts, rebates or other special offers only valid for initial term; subscriptions renew at the then-current full subscription rates

• Apex Training Enterprises, Inc. may increase subscription fees for a subsequent subscription period at any time and for any reason, provided, however, that Apex Training Enterprises, Inc. provides notice at least thirty (30) calendar days prior to the expiration of the subscription

• Apex Training Enterprises, Inc. may terminate the subscription and these Terms if unable to renew the subscription based on inaccurate or outdated credit card information

•Right of Access to the Apex Training Selling System granted under these Terms is effective only upon payment of the subscription fees

6. Access to the Apex Training Selling System; Modification of Content.

Apex Training Enterprises, Inc. strives to provide the Apex Training Selling System to its Subscribers on a continuous basis. To that end, Apex Training Enterprises, Inc. will take all commercially reasonable efforts to provide uninterrupted Access to the Apex Training Selling System to its Subscribers. However, from time to time, Subscribers may be unable to Access the Apex Training Selling System due to conditions beyond Apex Training Enterprises, Inc.’s control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the Apex Training Selling System to its Subscribers, Apex Training Enterprises, Inc. will take all commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

Apex Training Enterprises, Inc. endeavors to provide the highest quality content to its Subscribers. To that end, Apex Training Enterprises, Inc. reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this Site in whole or in part, including, without limitation, the content, availability, Access and/or the Terms of this Site. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this Site.

Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site.

7. Prohibited Conduct.

User expressly agrees to refrain from doing, either personally or through an agent, any of the following “Prohibited Conduct”:

1. Transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or adversely affects Apex Training Enterprises, Inc. computers, servers or databases.

2. Capture, download, save, upload, print or otherwise retain information and content available on the Site other than what is expressly allowed by these Terms.

3. Permit or provide others Access to the Apex Training Selling System using Your user name and password or otherwise, or the name and password of another authorized User.

4. Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the software, information, text, graphics, source code or HTML code, or other content available on the Site.

5. Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.

6. Transfer the Site content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.

7. Violate or attempt to violate Apex Training Enterprises, Inc. security mechanisms, Access any data or server You are not authorized to Access or otherwise breach the security of the Site or corrupt the Site in any way.

8. Engage in any other conduct which violates the Copyright Act or other laws of the United States.

9. Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Site or Apex Training Enterprises, Inc.

10. Use the Site to violate a third party’s intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights.

11. Misrepresent Your identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by Apex Training Enterprises, Inc.

12. Post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.

13. Advertise or otherwise solicit funds, goods or services on the Site.

14. Provide any commercial hosting service with Access to the Site and/or the content on the Site.

To ensure that Users of the Site do not engage in Prohibited Conduct, Apex Training Enterprises, Inc. reserves the right to monitor use of the Site and reserves the right to revoke or deny Access to the Apex Training Selling System to any person or entity whose use of the Apex Training Selling System suggests Prohibited Conduct. Access of the materials available at the Apex Training Selling System beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the Apex Training Selling System and will result in revocation or denial of Access to the Apex Training Selling System. The terms “normal patterns” and “abuse” shall be determined solely by Apex Training Enterprises, Inc.

You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

8. LIMITED WARRANTIES.

Apex Training Enterprises, Inc. warrants that the software that allows Users to Access the APEX TRAINING SELLING SYSTEM, if operated as directed, will substantially achieve the functionality described on the Site. APEX TRAINING ENTERPRISES INC. PROVIDES NO WARRANTY THAT YOUR HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE SITE.

ALTHOUGH APEX TRAINING ENTERPRISES INC. HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.

9. DISCLAIMERS AND LIMITATION OF LIABILITY.

USER ACCESSES THIS SITE AT HIS/HER/ITS OWN RISK. THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 8), EXPRESSED, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS ARE SPECIFICALLY DISCLAIMED. APEX TRAINING ENTERPRISES INC. DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF THE APEX TRAINING SELLING SYSTEM. APEX TRAINING ENTERPRISES INC. DOES NOT WARRANT THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF AND YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) SHALL APEX TRAINING ENTERPRISES INC. OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT APEX TRAINING ENTERPRISES INC. RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE APEX TRAINING SELLING SYSTEM, AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL APEX TRAINING ENTERPRISES INC. BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE APEX TRAINING ENTERPRISES INC. RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE APEX TRAINING SELLING SYSTEM, EVEN IF APEX TRAINING ENTERPRISES INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF APEX TRAINING ENTERPRISES INC., COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. APEX TRAINING ENTERPRISES INC. IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

NO DEALER, AGENT, OR EMPLOYEE OF APEX TRAINING ENTERPRISES INC. IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.

APEX TRAINING ENTERPRISES INC. DISCLAIMS ALL WARRANTIES, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN EXCESS OF THE AMOUNT APEX TRAINING ENTERPRISES INC. RECEIVED FROM THE SUBSCRIBER, ARISING FROM OR RELATED TO ANY SUPPORT SERVICES FOR YOUR USE OF THE SITE.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.

10. Third Party Content; Hyperlinks.

You acknowledge that Apex Training Enterprises, Inc. does not pre-screen third party materials. Apex Training Enterprises, Inc. is not the publisher or author of any information on the Site that is provided by third party content providers, and Apex Training Enterprises, Inc. is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and Apex Training Enterprises, Inc. use of the content constitutes neither an endorsement nor a recommendation by Apex Training Enterprises, Inc. of the content. Apex Training Enterprises, Inc. assumes no responsibility for third party products or services.

Apex Training Enterprises, Inc. may contain links and references to other third party websites and materials. Apex Training Enterprises, Inc. does not assume any responsibility for these websites or materials and provides these links or materials solely for the convenience of Users. Apex Training Enterprises, Inc. does not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information there offered. Apex Training Enterprises, Inc. may disable any hyperlink to the Site. Apex Training Enterprises, Inc. has the right but not obligation to monitor third party websites and hyperlinks to the Site.

APEX TRAINING ENTERPRISES INC. MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, APEX TRAINING ENTERPRISES INC. DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.

11. Copyrights, Trademarks and Other Proprietary Rights.

Apex Training Enterprises, Inc. or its third party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything You read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by Apex Training Enterprises, Inc. Except as expressly stated on the Site or in these Terms, nothing that You read or see on the Site or in the Apex Training Selling System may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Apex Training Enterprises, Inc., except as provided in these Terms. Nothing in these Terms grants You an express or implied license to use any of Apex Training Enterprises, Inc.’s intellectual property except as set forth in Section 4.

If You submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to Apex Training Enterprises, Inc., You may forfeit Your intellectual property rights and moral rights contained in such communication or material.

12. Indemnification.

User agrees to defend, indemnify and otherwise hold harmless Apex Training Enterprises, Inc. and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from User’s Prohibited Conduct or other improper or illegal use of the Site, or breach of these Terms.

13. Security; Authorized Use.

Users are prohibited from violating or attempting to violate the security of the Site. Apex Training Enterprises, Inc. has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. Apex Training Enterprises, Inc. may suspend Your Access while it conducts an investigation. Users are required to enter a user name and password to Access the Apex Training Selling System. To protect against unauthorized Access to Your account, it is recommended that You close the browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name and password.

You represent and warrant that You are the person on whose behalf You claim to accept these Terms, or, if You are entering into these Terms on behalf of a person or entity, You represent and warrant that You have the power and authority to enter into these Terms and bind the person or entity. You also represent and warrant that You are an adult who is legally able to enter into these Terms.

You may not use the account, user name or password of someone else at any time. You agree to notify Apex Training Enterprises, Inc. immediately of any unauthorized use or loss of Your account, user name, password and/or credit card information. You also agree to notify Apex Training Enterprises, Inc. immediately if You are aware of or suspect other unauthorized use of the Site and/or the Site content. Apex Training Enterprises, Inc. will not be liable for any loss that You incur as a result of someone else using Your user name and password with or without Your knowledge. You may be held liable for any losses incurred by Apex Training Enterprises, Inc, its affiliates, officers, directors, employees, consultants, agents or representatives due to someone else’s use of Your account, user name or password.

Apex Training Enterprises, Inc. will never ask You for Your password. If You need a new user name and/or password, the website will generate a new user name and password automatically through its computers and send it to Your e-mail or postal address.

14. Termination of Agreement.

In addition to Apex Training Enterprises, Inc.’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. Apex Training Enterprises, Inc. may also terminate Access to the Apex Training Selling System or cancel subscriptions to the Apex Training Selling System without notice if it believes, in its sole judgment, that You have breached or may breach any term or condition of this Agreement, or engaged in conduct that Apex Training Enterprises, Inc. deems inappropriate.

In the event of termination of this Agreement, the provisions in this Section and the provisions found in Sections 2, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive in perpetuity. Each Subscriber’s obligation to pay outstanding subscription fees shall survive any termination of this Agreement.

15. Privacy Policy.

Apex Training Enterprises, Inc. values Your trust. In order to honor that trust, all of Apex Training Enterprises, Inc.’s employees are required to adhere to ethical standards in gathering, using, and safeguarding any information You provide. For more information, please review Apex Training Enterprises, Inc.’s Privacy Policy, the terms of which are incorporated into this Agreement as if set forth in full.

16. Miscellaneous.

These Terms constitute the entire agreement between Apex Training Enterprises, Inc. and User regarding the subject matter hereof. Any previous agreement, whether oral or written, between Apex Training Enterprises, Inc. and User dealing with the subject matter hereof is superseded. These Terms may only be modified or amended in writing. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon User’s breach or threatened breach of these Terms, Apex Training Enterprises, Inc. may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. Apex Training Enterprises, Inc.’s remedies are cumulative and not exclusive. Failure of Apex Training Enterprises, Inc. to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. Apex Training Enterprises, Inc. makes no representation that the content of the Site is appropriate or available for use in all locations. Apex Training Enterprises, Inc. operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms Apex Training Enterprises, Inc. cannot provide notifications via post, only e-mail.

17. Governing Law; Dispute Resolution; Forum and Venue.

These Terms and any claim or action related to or arising from these Terms or content on the Site shall be governed by Nevada law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and Apex Training Enterprises, Inc. shall be finally resolved through binding arbitration in Nevada. The arbitration shall be conducted by one (1) arbitrator who is a retired judge. The parties shall conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the Nevada Superior Court, or the United States District Court for the Central District of Nevada. The parties shall share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party shall have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the Nevada Superior Court or the United States District Court for the Central District of Nevada for any equitable claim or other action related to or arising from these Terms. Each party shall bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim or action.

EFFECTIVE DATE: AUGUST 1, 2009