Please carefully read these terms and conditions before using these Vignettes for Training, Inc. World Wide Web pages (the "VFT Site TrainingPayback.com"). By using the VFT Site you indicate your agreement to these terms and conditions. If you do not accept these terms and conditions, please do not use the VFT Site.

1. Copyright and Proprietary Rights
   This World Wide Web site is the property of VFT, Inc ("VFT TrainingPayback.com") and its licensors and is protected by United States and International Copyright laws. All copyright, trademark, and other proprietary rights in the VFT Site and in the software, text, graphics, design elements, audio, music and all other materials originated or used by VFT at its site (the "VFT Information") are reserved to VFT and its licensors.
   
   
   1. You may not reproduce, upload, post, transmit, download or distribute any part of the VFT Information or information accessed at other sites through links made at the VFT Site ("Other Sites") other than printing out or downloading portions of the text and images for your own personal, non-commercial use.
   
   
   
   2. You may not modify the VFT Site, Other Sites, or any material residing on such Sites. You shall observe copyright and other restrictions imposed by Other Sites. You may not use the VFT Site or Other Sites in any manner that infringes the rights of any person or entity.
   
   
   
   3. Domain names and trademarks of Other Sites, or contained in information accessed at Other Sites, are the sole property of their respective owners. No affiliation with, endorsement of, or sponsorship by VFT should be inferred.
   
   
   
2. Registration and Authorization
   Each user of the Site (each a "User") must register with VFT by creating an account ("Account") to access the Site. In creating an account, the User will create a unique user name and password. Users agree to provide VFT with accurate and complete information, and to keep that information updated on the Site. Users agree not to share their passwords with any third parties.



3. Use of Information Obtained on or Through the Site
   No User will use the Site or any information, communications, software, scripting, photos, text, graphics, sounds, images, logos, icons, or other materials or services found on the Site (the "Content") in any manner other than in connection with its intended use. Each User shall hold confidential and shall not disclose, transmit, or otherwise use information contained in the Site except as necessary to conduct bona fide transactions as contemplated by the Site's services



4. Fees
   Each User shall be required to pay the applicable fees, set forth on the subscription page, prior to creating a unique user name and password.



5. Management of the Site
   VFT shall have the right to change, suspend or discontinue any aspect of the Site at any time without notice and without liability. VFT shall have the right to impose limits on certain features and services or restrict access to parts or all of the Site without notice and without liability. VFT shall have the right, but not the obligation, to correct any errors or omissions in any portion of the Site or to disclose any information as necessary to satisfy any law, regulation or government request, or to modify, refuse to post or remove any Content, in whole or in part.



6. Termination
   Either a User or VFT may terminate a User Account at any time for any reason. Termination of an Account is a User's sole and exclusive remedy with respect to any dissatisfaction with the Site, the terms and conditions set forth herein, services provided by VFT or any other policies that VFT may adopt. Users may terminate their accounts by notifying VFT by mail at the address set forth on the "Contact Us" page or by electronic mail at Professional Services@VFT.com. Account termination will take effect within a reasonable amount of time after VFT' receipt of a termination notice. In addition, upon termination of a User Account, VFT may delete any information regarding or related to the Account.



7. Responsibility for Content
   VFT does not screen, edit or review material submitted by users. VFT can therefore accept no responsibility or liability for any material which may reside in or is accessed by the VFT Site other than VFT Information. VFT has no responsibility with respect to Other Sites. You may not link, upload, post or transmit any illegal, obscene, offensive or otherwise inappropriate material to the VFT Site. You agree to indemnify VFT from any damage, loss, cost or expense which may be incurred by VFT as a result of the material you link, upload, post, or transmit to the VFT Site. VFT has no duty to review or edit materials submitted by users. Any such materials may be removed by VFT at any time for any reason.



8. Exclusions Of Warranties
   No warranties of any kind are made with respect to the VFT Site, VFT Information, or Other Sites. VFT DOES NOT WARRANT THAT THE VFT SITE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE, OR WILL BE UNINTERRUPTED OR ERROR FREE. WE EXPRESSLY EXCLUDE AND DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE VFT SITE, INCLUDING WITHOUT LIMITATION DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE.



9. Submissions
   All concepts, ideas, comments, manuscripts, illustrations, and all other materials disclosed or offered to VFT on or in connection with this Site are submitted without any restrictions or expectation of confidentiality. VFT shall have no financial or other obligations to you when you submit such information, nor shall you assert any proprietary or moral right of any kind with respect to such submissions. VFT shall have the right to use, publish, reproduce, transmit, download, upload post, display or otherwise distribute your submissions in any manner without notice or compensation to you.



10. Linking to VFT Sites
    VFT has no objection to links made from Other Sites to VFT Sites, provided that you comply with the following requirements: You may not frame or alter the appearance of the VFT Site. You may not state or imply that VFT endorses sponsors or otherwise approves your site or any Other Sites. You may not use any VFT Trademarks or logos without the prior written consent of VFT. The only permitted form of link is as follows [HTML available for downloading at http://www._______]: VFT, Inc. In view of the dynamic nature of the Internet, and the possibility of updates and changes, we request that your link enter our VFT, Inc. Site at the home page. You must abide by all of the other VFT terms and conditions of use set forth above. For example, you may not reproduce or host VFT content on your Web site.



11. Export Controls
    Your use of the VFT Site will comply with all applicable laws, rules and regulations that govern the export of technical data.



12. Choice Of Law And Jurisdiction
    This VFT Site is operated from our offices in the State of California, United States of America. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to any conflict of law principles.



13. Limitation of Liability
    IN NO EVENT SHALL VFT OR ITS EMPLOYEES, AGENTS, LICENSORS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND.



14. Limitation of Claims
    Any action on any claim against VFT must be brought by the user within one (1) year following the date the claim first accrued, or shall be deemed waived.



15. Entire Agreement
    This is the entire agreement between the parties and may not be modified except in writing signed by both parties.



16. Copyright Agent
    VFT respects the rights of all copyright holders and in this regard. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide VFT's Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:
    
    
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
    
    
    
    2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    
    
    
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
    
    
    
    4. Information reasonably sufficient to permit us to contact the complaining party;
    
    
    
    5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    
    
    
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act please contact: support@trainingpayback.com.

(Rev. 08/26/2006)

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