Personal Tour Online

PERSONALTOURONLINE PRODUCTS END USER LICENSE AGREEMENT

This is an Agreement ("Agreement") between PersonalTourOnline,INC.("PersonalTourOnline") and the individual who is viewing this online Agreement ("End User", "You", or "Your") before accessing one or more of the PersonalTourOnline computer software, the PersonalTourOnline courseware which contains PersonalTourOnline content and content supplied to PersonalTourOnline by third parties, hosting services, and associated documentation, media, printed materials and "online" or electronic documentation, and other content and updates thereto made available by PersonalTourOnline (the "PersonalTourOnline Products"). PersonalTourOnline grants You the following license (the "License") to use and access the PersonalTourOnline Products according to this Agreement, only if You accept all terms in this Agreement.

BY ACCESSING THE PersonalTourOnline PRODUCTS, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF USER DOES NOT AGREE TO ANY OF THE TERMS BELOW, NETG IS UNWILLING TO LICENSE THE PersonalTourOnline PRODUCTS TO USER, AND USER SHOULD NOT ACCESS THE PersonalTourOnline PRODUCTS .

1. LICENSE. PersonalTourOnline grants You, subject to PersonalTourOnline receipt of all appropriate license fees, a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the PersonalTourOnline Products solely for personal professional purposes and solely from the PersonalTourOnline website. If the PersonalTourOnline Products are being licensed for hosting by You, You may use one copy of the Products only on a single computer and a single terminal, work station or other device for which the PersonalTourOnline Products were designed ("Computer") solely for development of Internet-based training applications relating to Your or Your employer's business and You may install and execute the PersonalTourOnline Products solely in Executable Code form (which means the fully compiled version of a software program that can be executed by a computer and used by You without further compilation) for Your personal use at Your employer's facilities as may be needed for You to develop, deliver and support computer-based training applications relating solely to Your or Your employer's business.

2. RESTRICTIONS. The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may you permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the PersonalTourOnline Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void.

The PersonalTourOnline Products are licensed as a single product; they may not be shared or used concurrently on more than one Computer or by more than one user at a time, except as set forth in this paragraph. The PersonalTourOnline Product is "in use" on a Computer when it is loaded into the permanent memory (e.g., a hard disk or other storage device) or loaded into the temporary memory (e.g., RAM) of a Computer.

You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the PersonalTourOnline Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the PersonalTourOnline Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the PersonalTourOnline Products, or any part thereof in any way including, but not limited to, making the PersonalTourOnline Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the PersonalTourOnline Products. You may not remove any proprietary notices or labels from the PersonalTourOnline Products.

You may not make copies of the PersonalTourOnline Products, copy the printed materials or documentation accompanying the PersonalTourOnline Products or give copies to another person, or duplicate the PersonalTourOnline Products by any other means, including electronic transmission, except as specifically set forth herein. If You are hosting the PersonalTourOnline Products, You may store or install a copy of the PersonalTourOnline Products on a storage device, such as a network server, used only to install or run the PersonalTourOnline Products on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the PersonalTourOnline Product is installed, used accessed, displayed or run. In addition, although You are encouraged to make a backup copy of the PersonalTourOnline Product for your own use, you are not allowed to make more than two copies for backup purposes, provided that the copy You make contains all of the proprietary notices contained on the PersonalTourOnline Products. You may print one copy of an e-kit (student materials provided electronically) solely in accordance with the instructions provided to You regarding the specific e-kit transmitted to You.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE NETG PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

3. OWNERSHIP. The PersonalTourOnline Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the PersonalTourOnline Products) are the property of PersonalTourOnline or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The PersonalTourOnline Products are licensed, not sold, to You for use only under the terms of this Agreement, and PersonalTourOnline reserves all rights not expressly granted to You. PersonalTourOnline and PersonalTourOnline Products referenced in the PersonalTourOnline Products are either trademarks or registered trademarks of PersonalTourOnline. Other product and company names mentioned in the PersonalTourOnline Products may be the trademarks of their respective owners. For clarification, You shall have no ownership or other right, title or interest in and to the PersonalTourOnline Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights having been expressly reserved by PersonalTourOnline. You also agree that you will indemnify PersonalTourOnline for any and all costs, expenses and damages incurred by PersonalTourOnline as a result of your infringement of it'ss intellectual property rights in or to the PersonalTourOnline Products. By becoming a registered user of PersonalTourOnline you agree to allow any other registered user, regardless of area, to access your tour content via the PersonalTourOnline sharing feature and grant them license to include your tour content in their branded tour format. At no time is any shared tour allowed to be claimed as a listing of the agent using shared content. PersonalTourOnline does not edit content. PersonalTourOnline does not take any responsibility for content uploaded to www.personaltouronline.com.

4. TERM. Your right to access the PersonalTourOnline Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between You and PersonalTourOnline when you order the PersonalTourOnline Products or on the date of shipment of the PersonalTourOnline Products on CD ROM or hard drive, or as indicated in your contract with PersonalTourOnline. This Agreement is deemed accepted by You and commences upon Your using the PersonalTourOnline Products. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular PersonalTourOnline Product that You licensed, or the term of the license set forth on the PersonalTourOnline Product label on the CD Rom or hard drive, or the term of the license set forth in your contract with PersonalTourOnline. You agree that sections 2 ("Restrictions"), 3 ("Ownership"), 7 ("Warranty; Disclaimer"), 8 ("Limitation of Liability"), 11 ("Export Law"), and 12 ("General") will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.

5. TERMINATION. This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement or upon the expiration of the term of the license rights you have purchased, whichever occurs first. PersonalTourOnline reserves the right to modify or terminate any of its services and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by notifying PersonalTourOnline in writing. Upon receipt of notice of termination, the license shall cease, and You shall promptly destroy, or return to PersonalTourOnline any PersonalTourOnline Products in Your possession or control. Further, in the event of a termination or expiration of any agreement between PersonalTourOnline and a third-party supplier of content, Your right to access and use such content shall expire.

6. THIRD-PARTY SOURCES. You acknowledge that the PersonalTourOnline Products may incorporate information that is proprietary to one or more third party(ies). Such third party(ies) and PersonalTourOnline suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with PersonalTourOnline directly against You.

7. CONTENT MAINTAINED BY PersonalTourOnline. You acknowledge and agree that: (a) PersonalTourOnline may, from time to time, elect to update the PersonalTourOnline Products, but PersonalTourOnline does not warrant or guarantee that any PersonalTourOnline Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (b) PersonalTourOnline does not assume, and expressly disclaims, any obligation to obtain and include any information in the PersonalTourOnline Products; (c) PersonalTourOnline is not advocating the use of any product described in the PersonalTourOnline Products (or elsewhere), nor is PersonalTourOnline responsible for misuse of a product due to typographical or other errors in the PersonalTourOnline Products, Your negligence or otherwise; (d) You agree to seek additional information on any product not provided by PersonalTourOnline from the product.s manufacturer; and (e) You will use the content included in the PersonalTourOnline Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the PersonalTourOnline Products through independent sources.

8. WARRANTY DISCLAIMER. THE PersonalTourOnline PRODUCTS ARE PROVIDED TO YOU "AS IS" AND "WITH ALL FAULTS." PersonalTourOnline AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE PersonalTourOnline PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE PersonalTourOnline PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE PersonalTourOnline PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE PersonalTourOnline PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE PersonalTourOnline PRODUCTS.

9. LIMITATION OF LIABILITY. EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER PersonalTourOnline NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE PersonalTourOnline PRODUCTS, NOR Net.s PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE PersonalTourOnline PRODUCTS, EVEN IF PersonalTourOnline, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. Net.s TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PersonalTourOnline PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PersonalTourOnline AND YOU.

10. U. S. GOVERNMENT END USERS. If You are using or accessing the PersonalTourOnline Products and you are a government employee, then note that the PersonalTourOnline Products are a "commercial item" as that term is defined at FAR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the PersonalTourOnline Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the PersonalTourOnline Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

11. EXPORT LAW. The PersonalTourOnline Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by PersonalTourOnline prior to any access, You agree not to export the PersonalTourOnline Products including but not limited to re-exporting the PersonalTourOnline Products, or any part thereof, or any process that is the direct product of the PersonalTourOnline Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold PersonalTourOnline harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by You of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.

12. GENERAL

12.1 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Pennsylvania as those laws are applied to contracts entered into and to be performed entirely in Pennsylvania by Pennsylvania residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Pennsylvania or in state court in Maricopa County, Pennsylvania, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Pennsylvania. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

12.2 PRIVACY. Personal Tour Online.s current privacy policies are incorporated herein by reference.

12.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

12.4 ASSIGNMENT. Neither this Agreement nor any of Your rights or obligations of hereunder may be assigned by You in whole or in part without the prior written approval of PersonalTourOnline. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.

12.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

12.6 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between PersonalTourOnline and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.

13. Requirements of the Pennsylvania State Board for Private Postsecondary Education. The following information is provided to you as required by the Board under A.R.S. §32-3001.

13.1 Refund Policy: The refund policy that applies to you is the PersonalTourOnline Satisfaction Guarantee, (A different refund policy may apply to you if you are using the PersonalTourOnline Information subject to a contract between your organization and PersonalTourOnline or a PersonalTourOnline distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)

13.2 FTC Cancellation Notice: You may cancel this contract and receive a full refund of all monies paid to date if cancellation is made in writing to PersonalTourOnline, Inc. and mailed/delivered to the institution at the address stated herein within three (3) business days after the date of acceptance. (A different refund policy may apply to you if you are using the PersonalTourOnline Information subject to a contract between your organization and PersonalTourOnline or a PersonalTourOnline distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)

13.3 Job Placement Disclaimer:

13.4 Holder in Due Course Disclaimer: Any "holder" of a consumer credit contract is subject to all claims and defenses that the debtor could assert against the seller of goods and services obtained pursuant hereto or with the proceeds hereto. Recovery by the debtor shall not exceed amounts paid by the debtor. (FTC Rule effective 5-14-76). See A.R.S. §47-3302 for more information.

13.5 Grievance Procedure: If you are dissatisfied with the services that PersonalTourOnline has provided for you, you may direct your written complaint, grievance, or dispute as follows:

(a) First Level of Contact: Customer Service Department

(b) Second Level of Contact: Manager, Customer Service Department

(d) Address: PersonalTourOnline
P.O.Box 308

Tafton, PA.18464

(e) Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution. If the complaint cannot be resolved after exhausting Net.s grievance procedure, You may file a complaint with the Pennsylvania State Board for Private Postsecondary Education. You may contact the State Board for further details.

(f) A different grievance procedure may apply to you if you are using the PersonalTourOnline Information subject to a contract between your organization and PersonalTourOnline or a PersonalTourOnline distributor. In that case you should contact the appropriate person within your organization to inquire about the grievance procedure that applies to you.)

14. You acknowledge that, in providing You with the PersonalTourOnline Products, PersonalTourOnline has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that PersonalTourOnline may have under trade secret, copyright, patent, or other laws that may be available to it.

THE PersonalTourOnline PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.