Your acquisition of a license of digital content from Films Media Group constitutes your acknowledgement and agreement to all of the terms and conditions contained below ("Terms of Use"). Films Media Group ("FMG") is the Licensor and you, the purchaser/user, are the Licensee. You hereby agree to the following Terms of Use:

Grant of License

Subject to the nature of the license you have acquired, FMG grants to you a limited, non-exclusive, revocable license to stream the Content (as defined below) via the Films ON DEMAND website located at www.fmgondemand.com (the "Site") or to download (if available) and use the Content in accordance with this agreement. This license is applicable only in the geographical locations indicated on the Content's detail page.

Free Trial Grant of License

In the event you have chosen to evaluate FILMS ON DEMAND for a thirty (30) day free trial, FMG grants to you a limited, non-exclusive, revocable license to stream the Content via the Site for a maximum period of thirty (30) days in accordance with this agreement. Notwithstanding the foregoing, this limited license may be cancelled by FMG at any time, in its sole discretion, with or without notice.

Copyright

The programs available for license on the Site including, but not limited to, the video, audio, graphics, animation, text, images, and resources encompassed in such programs ("Content"), as well as the design, "look and feel" and programmed functionality ("Features") of FILMS ON DEMAND are the property of FMG or have been licensed to FMG, and are protected by international copyright and trademark laws. Licensee has no ownership of the Content or the Features. Licensee may not copy, display, create derivative works from, transmit, perform, modify, display, or sell any information, products or services obtained from this Site, except as expressly permitted under applicable law or as described in these Terms of Use. The Content is licensed solely for classroom teaching, research, classroom presentations, and individual presentations for use in educational institutions. The Site's content (other than Content not owned by Licensor), including but not limited to the design, "look and feel," software code, text, graphics, resources, audio, and audiovisual content, are copyrighted, with all rights reserved by Films Media Group © 2005 Films Media Group.

Term

The term of this License Agreement shall be concurrent with the length of the license acquired by the Licensee (i.e. 1 year, 3 year, or perpetual license) ("Term"). Upon expiration, non-renewal, or any termination of the license, all Licensee's rights to use the Content shall cease, except as otherwise provided herein below. All downloaded Content must be immediately erased, deleted, or destroyed upon expiration or any termination of this Agreement.

Usage Rights

The usage rights of this License Agreement shall be concurrent with the rights acquired by the Licensee (i.e. Synchronous or Asynchronous). Synchronous rights permit one playback of the Content at a time. Asynchronous rights permit multiple concurrent playbacks of the Content on a single campus.

Password Protection/License Compliance

Licensee agrees to maintain its FMG passwords as confidential, except in those instances where Licensee and Licensor have agreed that Licensee may share the password with others within their organization if they so choose. The unauthorized use of the Licensee's password for access to the Site, with or without the Licensee's knowledge, is a breach of this Agreement and a violation of Content copyrights. The Licensee is responsible for taking reasonable measures to prevent access by unauthorized persons to his/her password. Upon any termination, Licensee agrees to sign an affidavit attesting to Licensee's adherence to the terms of this paragraph, if requested by Licensor. Furthermore, Licensee agrees to allow FMG to physically inspect and audit its site(s) and equipment for evidence of downloads that have not been deleted. Furthermore, Licensee agrees to take all necessary, reasonable, and prudent precautions to keep others from violating this Agreement. Licensee herein acknowledges that Licensor would be irreparably harmed in the event that unauthorized or illegal copies were made by or distributed by the Licensee or if Content was retained after termination of this Agreement and Licensee agrees that the Licensor shall have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement and to seek other available remedies under the law.

Permitted Uses of Content

Subject to the nature of the acquired license (including, without limitation, length and geographical location), Licensee may stream and view the Content via the FMG ON DEMAND website. Subject to the nature of the acquired license (including, without limitation, length and geographical location), Licensee may also download (if available) the Content on a network attached storage device or computer hard drive for display or exhibition on a single computer or local area network (LAN), wide area network (WAN), closed circuit system, or password-protected website with the caveat that the Content shall not be accessible from outside of Licensee's organization or by any person who is not a member of Licensee's organization. Use of the Content and materials on this Site for any purpose not expressly permitted in these Terms of Use is prohibited and Licensee represents it shall take all necessary steps to ensure compliance with these Terms of Use. Licensee may not copy, display, create derivative works from, transmit, perform, modify, display, or sell any information, products or services obtained from this Site, except as otherwise expressly permitted under applicable law or as granted in this License.

Disclaimer of Warranties

Licensor makes no warranty whatsoever, including without limitation: that the Site will be uninterrupted or error-free; that defects or errors will be corrected; that this site, including the servers that make it available, is free of viruses or other harmful components; as to the results that may be obtained from use of the materials on the site; or as to the accuracy, reliability, availability, suitability, quality, or operation of any information, software, or service provided on or accessible from the Site. ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND (EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH LICENSOR DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW. LICENSEE'S USE OF THE SITE IS AT LICENSEE'S SOLE RISK.

Limitation of Liability

IN NO EVENT SHALL LICENSOR, ITS AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, AUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THIS SITE, EVEN IF LICENSOR WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE. LICENSOR SHALL NOT BE LIABLE FOR ANY DELAY OCCASIONED BY AN ACT OF GOD OR THE PUBLIC ENEMY, OR BY RIOT, INSURRECTION, STRIKES, LABOR DISPUTES, OR ANY FAILURE OR DELAY BY ANY INTERNET SERVICE PROVIDER, INTERNET CONTENT DELIVERY SERVICE OR AGENCY FOR ANY ACT, DELAY, OR OMISSION DUE TO THEIR NEGLIGENCE.
Licensor shall not be responsible for any problems or delays that may occur in or on or be related to any of Licensee's computer hardware, firmware, software, or use thereof. This includes, but is not limited to, problems that may occur as a result of Licensee's download and use of Content on the Site or technical support provided by Licensor.

Returns/Exchanges

Returns may be made for a full refund within ten (10) days from the date of the approved purchase of Content. Content may be exchanged for content that is of equal or greater value and similar subject matter within ninety (90) days from the date of the approved purchase. Returns and exchanges may be made by calling 1-800-257-5126 ext 3502.

Indemnification

Licensee agrees to indemnify Licensor, its directors, officers, shareholders, parents, subsidiaries, affiliates, agents and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from Licensee's violation of these Terms of Use.

Governing Law

These Terms of Use are governed by the laws of the United States and the State of New York, without giving effect to any principles of conflicts of laws. Licensee hereby consents to the jurisdiction of the state and federal courts located in New York, New York.

Trademarks

Films Media Group, Films On Demand, Films for the Humanities & Sciences, Cambridge Educational, Meridian Education and Shopware and their respective logos that appear throughout the Site belong to Films Media Group, and other marks belong to third party trademark owners. Except as permitted by applicable laws, Licensee is prohibited from using any of the marks appearing on this site without express written consent from their respective trademark owners.

Miscellaneous

Licensor reserves the right to refuse service and terminate accounts at its sole discretion, with or without cause, including, but not limited to, if Licensor believes Licensee's conduct violates applicable law or is harmful to Licensor or users of the Site.

Upon notice to Licensee, Licensor reserves the right to substitute Content during the Term with content that is of equal or greater value and similar subject matter.

Licensor's rights, including but not limited to all rights of remedy for Licensee's breaches under this Agreement, shall continue in perpetuity.

Licensor reserves the right to change, modify, add, or remove portions of these Terms of Use or this service at any time. Licensee's continued use of the Site following the posting of any changes will mean that Licensee has accepted the changes. Licensor may add, delete, or modify features, titles, as well as the scope of service and support provided. Pricing, product features and specifications, and product title library are all subject to change without notice.

No delay or failure of Licensor to take action under these Terms of Use will constitute a waiver by Licensor, unless expressly waived in writing by Licensor.

With the exception of the rights to use Content, all other provisions of this Agreement shall survive termination and shall continue to legally bind Licensee.

These Terms of Use constitutes the complete agreement of the parties and contains the entire understanding of the parties hereto relating to the Content, supersedes any prior written or oral agreement or understandings between the parties with respect to the Content, and cannot be changed or terminated orally.

May 16, 2005