THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "USER") AND DIGITELL, OWNER OF THE PROLIBRARIES(PROLIBRARIES), ("WE", "US", "DIGITELL" OR "PROLIBRARIES") THAT STATES THE MATERIAL TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE "PROLIBRARIES" SITE. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, SUPPLEMENTS, ADDITIONAL TERMS, SOFTWARE LICENSES, PROMOTIONAL OFFER TERMS AND ALL OF DIGITELL 'S RULES AND POLICIES COLLECTIVELY CONSTITUTE THIS "AGREEMENT" BETWEEN YOU AND DIGITELL BY ACCESSING THE PROLIBRARIES SITE AND USING ANY OF THE PROLIBRARIES SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MANY NOT ACCESS OR USE PROLIBRARIES. DIGITELL MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OF PROLIBRARIES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Definition of the PROLIBRARIES Service. Digitell is the creator and provider of a service (the "PROLIBRARIES Service") that permits users to select proprietary audio lectures consisting of licensed audio content (collectively, the "PROLIBRARIES Content") from Digitell, Inc. Requirements for Use of the PROLIBRARIES Service. The PROLIBRARIES Service is for individuals over 18 years of age who can form legally binding contracts under applicable law. If you do not meet the foregoing or other applicable requirements, you may not use the PROLIBRARIES Service.

2. Privacy. Digitell's Privacy Policy is expressly incorporated herein by reference and made a part of this Agreement. Digitell's privacy policy may be viewed at http://www.prolibraries.com/privacy.html

3. Your Information. You agree to provide current, complete, and accurate information required to complete your registration with the PROLIBRARIES Service and at other points as may be required in the course of using the PROLIBRARIES Service (such information will be referred to herein, collectively, as "Subscriber Data"). You further agree to maintain and update Subscriber Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use. If any information you provide is false, incomplete, or inaccurate, we may terminate your rights to any or all of the PROLIBRARIES Service. If the information you provide is fraudulent, you may also be subject to criminal and/or civil liability. You agree that we may store and use Subscriber Data you provide (including credit card information) for use in maintaining your accounts and billing Digitell fees to your credit card.

4. User Account, Password, and Security.

a. Account and Password. As a registered user of the PROLIBRARIES Service, you may receive or establish one or more passwords and accounts ("PROLIBRARIES Account(s)"). Each Prolibraries subscriber is entitled to 3 additional memberships which must be assigned to an individual who will create their own username and password. Additional user memberships can be changed after a minimum of a 3 month term as a member and can be changed every 3-months there after. You are solely responsible for maintaining the confidentiality and security of your passwords and PROLIBRARIES Accounts. You are entirely responsible for all activities that occur on or through your PROLIBRARIES Account(s), and you agree to notify us immediately about any unauthorized use of PROLIBRARIES Accounts or any breach of security. We will not be responsible for any losses incurred in connection with any misuse of passwords and we will have no responsibility whatsoever for your failure to comply with this Paragraph. Your breach of this Paragraph may result in immediate termination of your PROLIBRARIES Account(s), and may also subject you to criminal or civil liability.

b. Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the PROLIBRARIES Service. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. It is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the PROLIBRARIES Service.



5. Grants of Licenses

a. PROLIBRARIES Content License. When you "checkout" or otherwise "purchase" (referred to herein, collectively as "Purchase") PROLIBRARIES Content from the PROLIBRARIES Service, Digitell, grants you a limited, revocable, non-exclusive, non-transferable license to download or stream such PROLIBRARIES Content to your computer and/or your Device(s) solely for your personal non-commercial use. . Except as otherwise expressly provided in this License Agreement, you may not, in whole or part: (a) copy, distribute, transmit, display, perform, reproduce, publish, modify, re-write, create derivative works from, transfer or sell any material contained on the Site; (b) reverse-engineer, disassemble, decompile, transcribe, store in a retrieval system, translate into any language or computer language, or retransmit the Site in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise); (c) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to the System to third parties; or (d) to permit remote access to the Site by any kind to any third party. This license to the PROLIBRARIES Content you Purchase will continue for as long as your copy of PROLIBRARIES Content exists pursuant to and in accordance with the terms and conditions of this Agreement.

b. Site Access License. Digitell grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal non-commercial use of the PROLIBRARIES Site and not to download (other than page caching) or modify all or any portion of the PROLIBRARIES Site. This license does not include any resale or commercial use of the PROLIBRARIES Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the PROLIBRARIES Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The PROLIBRARIES Site and/or any portion of the PROLIBRARIES Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. You shall not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Digitell or PROLIBRARIES, its content providers or its affiliates without express written consent. You shall not use any Meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. You are granted a limited, revocable, non-exclusive, non-transferable right to create a hyperlink to the home page of the PROLIBRARIES Site so long as the link does not portray us, our content providers, our affiliates, or our products or services in a false, misleading, derogatory or otherwise offensive manner. You may not use any Digitell, or PROLIBRARIES logo or other proprietary graphic or trademark as part of the link without express written permission.

c. No Other License. Except as expressly stated herein, no rights or licenses are granted hereunder.

6. PROLIBRARIES Plans, Membership Cards and Programs.

a. PROLIBRARIES Plans. You agree to participate in one of the several plans we offer for using and paying for the PROLIBRARIES Service. All of these plans, including the Individual or Group plan, will be referred to herein, collectively, as "PROLIBRARIES Plan(s)", and are described in Policy on PROLIBRARIES Content Plans, which is expressly incorporated herein by reference and made a part of this Agreement.

b. Cancellation of your PROLIBRARIES Plan.You may cancel your subscription to particular PROLIBRARIES Content ("Subscription") by contacting our Customer Service Department via telephone at (800)-679-3646 subject to the terms and conditions set forth in our Policy on PROLIBRARIES Content Plans.

c. PROLIBRARIES.COM Membership Cards. The purchase of a PROLIBRARIES.COM Membership Card ("Membership Card") is non-refundable and cannot be redeemed by the recipient for cash. Membership Cards may be used to purchase any PROLIBRARIES Content or PROLIBRARIES Plan. Membership Cards expire two (1) years from the date of purchase except in New Hampshire and California where prohibited by law.

7. Right to Change Prices. Prices of all PROLIBRARIES Content, including but not limited to Subscriptions, are subject to change upon notice from us. Such notice may be provided at any time by posting the changes to the PROLIBRARIES Site or the PROLIBRARIES Service..

8. Agreement to Pay.

a. You agree that you will pay timely, and that we may charge your credit card for any PROLIBRARIES Content or Subscription, for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your PROLIBRARIES Account(s) (collectively, "PROLIBRARIES Fees"). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL PROLIBRARIES FEES AND FOR PROVIDING DIGITELL WITH A VALID CREDIT CARD FOR PAYMENT OF ALL PROLIBRARIES FEES. All PROLIBRARIES Fees will be billed to the credit card you designated during the registration process. If you want to designate a different credit card or there is a change in your credit card status, you must change your credit card information online at the "My Account" section of the PROLIBRARIES Site or by contacting Customer Service at (800) 679-3646. (There may be a temporary disruption in the ability to use the PROLIBRARIES Service until Digitell can verify the validity of the new credit card information.) You agree that Digitell may use all legal means available to collect PROLIBRARIES Fees should our attempts to charge your credit card on record fail for any reason. Digitell will charge you for any collection agency and legal fees it pays while collecting PROLIBRARIES Fees from you.

b. Refund Policies. Except as stated otherwise, or as otherwise provided by applicable law, all charges are non-refundable once purchased content has been electronically accessed. This includes but is not limited to an electronic request to download, stream, or view purchased content.

9. Electronic Signatures and Contracts. Your use of the PROLIBRARIES Service includes the ability to enter into agreements and/or to make Purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR YOUR PURCHASES AND APPLIES TO ALL ELECTRONIC COMMUNICATIONS AND RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE. YOU CONSENT TO DIGITELLPROVIDING YOU ANY INFORMATION THAT DIGITELLIS REQUIRED TO SEND YOU REGARDING YOUR AGREEMENT, PURCHASES AND OTHER TRANSACTIONS ("REQUIRED INFORMATION") IN ELECTRONIC FORM. DIGITELLMAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED IN YOUR PROLIBRARIES MEMBERSHIP SUBMISSION, (2) BY ACCESS TO AN DIGITELLWEBSITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO AN DIGITELLWEBSITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. YOU MAY REQUEST A PAPER COPY OF ANY REQUIRED INFORMATION. YOU MAY REQUEST PAPER COPIES, WITHDRAW YOUR CONSENT, OR UPDATE YOUR E-MAIL ADDRESS BY FOLLOWING THE INSTRUCTIONS AT www.theProlibraries.com/myaccount. DIGITELLMUST RECEIVE YOUR PAPER COPY REQUEST WITHIN 120 DAYS FROM THE DATE THAT DIGITELL FIRST PROVIDED THE REQUIRED INFORMATION TO YOU. IN ORDER FOR YOU TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MUST HAVE THE FOLLOWING HARDWARE AND SOFTWARE: A COMPUTER CAPABLE OF READING TEXT FILES, A MODEM OR OTHER MEANS OF ACCESSING THE INTERNET, AND A BROWSER CAPABLE OF ACCESSING AND DISPLAYING WEB PAGES. NOTWITHSTANDING YOUR CONSENT AS SET FORTH IN THIS SECTION, YOU MAY AT ANY TIME OBTAIN A PAPER COPY OF AN ELECTRONIC RECORD BY SENDING AN E-MAIL TO US AND PAYING A NOMINAL FEE PER COPY. YOUR CONSENT TO ELECTRONIC AGREEMENTS SET FORTH ABOVE IS NECESSARY FOR USE OF THE PROLIBRARIES SERVICE. YOU MAY WITHDRAW CONSENT BY SENDING DIGITELL. AN E-MAIL CONTAINING INFORMATION UNIQUE TO YOU INCLUDING YOUR ACCOUNT INFORMATION; HOWEVER, THIS WILL RESULT IN A TERMINATION OF THIS AGREEMENT AND OF YOUR ABILITY TO USE THE PROLIBRARIES SERVICE.

10. Availability of PROLIBRARIES Content. We will exercise reasonable efforts to provide the PROLIBRARIES Content in a timely manner. On occasion, technical or supplier problems may delay or prevent delivery. You acknowledge and agree that availability of PROLIBRARIES Content that is not yet created at the time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such programs by the supplier. Your exclusive and sole remedy with respect to PROLIBRARIES Content that is not delivered within a reasonable period will be replacement of such PROLIBRARIES Content with comparable programs or a pro rata extension of the applicable subscription period.

11. Intellectual Property.

a. Removal of PROLIBRARIES Content or other Materials. Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any PROLIBRARIES Content or other materials comprising a part of the PROLIBRARIES Service that violate or otherwise allegedly infringe on the copyright or other intellectual property or proprietary rights of any person, company or other entity. We will in no event be liable for the good faith removal of or disabling of access to any such PROLIBRARIES Content or materials under this Agreement.

b. Copyrights. All copyrights in and to the PROLIBRARIES Service materials including but not limited to the PROLIBRARIES Site (including the compilation of content, postings, links to other Internet resources and descriptions of those resources), PROLIBRARIES Content, Subscriptions, Digitell Software, or any parts of or content within the PROLIBRARIES Site, PROLIBRARIES Content, Subscriptions and Digitell Software, are owned by Digitell and/or its suppliers and/or licensors. THE USE OF ANY SOFTWARE OTHER THAN WEB BROWSERS AND DIGITELLSOFTWARE ON OR IN CONNECTION WITH THE PROLIBRARIES SERVICE, SUCH AS PRODUCTS THAT DOWNLOAD THE PROLIBRARIES SITE OR ANY OF THE PAGES OF THE PROLIBRARIES SITE, IS STRICTLY PROHIBITED AND INFRINGES ON THE COPYRIGHTS IN AND TO THE PROLIBRARIES SERVICE MATERIALS. REPRODUCTION OR USE OF THE PROLIBRARIES SERVICE MATERIALS IN A MANNER OTHER THAN AS SPECIFIED IN THIS AGREEMENT MAY SUBJECT YOU AND OTHERS TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

c. Trademarks. Digitell, PROLIBRARIES, and other Digitell, Inc, trademarks, service marks, graphics and logos used in connection with the PROLIBRARIES Service are trademarks or registered trademarks of Digitell in the U.S. and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the PROLIBRARIES Service are the trademarks of their respective owners. You are granted no right or license with respect to any of the afore described trademarks and any use of such trademarks, including but not limited to use in connection with any product or service that is not that of the respective trademark owner in any manner that is likely to cause confusion among customers or that disparages or discredits the respective trademark owner, is strictly prohibited.



12. Termination.

a. Termination By Digitell If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of PROLIBRARIES Fees due, failure to provide Digitell with a valid credit card or with accurate and complete Registration Data, failure to safeguard your PROLIBRARIES Account information and password, or violation of the PROLIBRARIES Content License or the PROLIBRARIES Site Access License or any license to Digitell Software, Digitell, at its sole discretion, may: (A) terminate this Agreement and/or your PROLIBRARIES Account and you will remain liable for all amounts due under your PROLIBRARIES Account up to and including the date of termination; and/or (B) terminate the PROLIBRARIES Content License, the PROLIBRARIES Site Access License and/or licenses to Digitell Software; and/or (C) preclude access to the PROLIBRARIES Service (or any part thereof). We will notify you if we take any of the foregoing actions.
b. Termination of the Service. We reserve the right to modify, suspend or discontinue the PROLIBRARIES Service (or any part thereof) or any PROLIBRARIES Content (or any part thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights. In the event that we exercise such right, you may be entitled to a refund, in our sole discretion, depending upon your PROLIBRARIES Plan and the other Purchases you have made from the PROLIBRARIES Service.

13. General Compliance with Laws; Export Restrictions. The PROLIBRARIES Service is controlled and operated by us from our offices within the United States. You agree to comply with all local, state, federal, national and international laws, statutes, ordinances and regulations that apply to your use of the PROLIBRARIES Service, including as they relate to export or re-export into (or to a national or resident of) any country to which the United States embargoes goods or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.

14. No Responsibility for Third Party Materials or Web sites. Certain content, PROLIBRARIES Content, products and services available via the PROLIBRARIES Service may include materials from third parties. In addition, we may provide links to certain third party Web sites. With respect to such material, we are a distributor, not a publisher. You acknowledge and agree that we have little or no control over, and are not responsible for examining or evaluating the content or accuracy of any such third party material or Web sites. Digitell does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or Web sites, or for any other materials, products or services of third parties. Links to other Web sites are provided solely as a convenience to you.

15. Limited Express Warranty. Except as expressly provided herein, the PROLIBRARIES Service is provided "AS IS" and "AS AVAILABLE". DIGITELL MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROLIBRARIES SERVICE AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The PROLIBRARIES Service is only warranted as stated below: Digitell warrants that the media in which the PROLIBRARIES Content is provided (e.g., the CD-ROM or the file transmitted to you) will be free from material defects on delivery. If you find a defect in PROLIBRARIES Content that you have received in a tangible medium from Digitell or that you have downloaded or attempted to download from the PROLIBRARIES Site, your sole remedy (provided you meet the registration, technical and payment requirements for use of the PROLIBRARIES Service) is to call Digitell Customer Service at (800) 679-3646 and Digitell will consult with you on proper downloading procedures and hardware requirements. If, thereafter, you are still unable to download a working copy of PROLIBRARIES Content, you may attempt at a later time to download a new copy of the PROLIBRARIES Content. Digitell warrants that the PROLIBRARIES Content that you license directly through the PROLIBRARIES Service will be of a quality suitable for human listening and will consist of the PROLIBRARIES Content that was offered via the PROLIBRARIES Service, if obtained pursuant to Digitell instructions using equipment that is in good operating condition and meets the specifications for the PROLIBRARIES Service as provided by Digitell. In the event the PROLIBRARIES Content is incomplete or not as warranted above, Digitell will provide you with replacement PROLIBRARIES Content or a credit on your PROLIBRARIES Account for the defective material, as determined by Digitell in its sole discretion, if you advise Digitell of the defect within seven (7) days of first downloading the material by calling (800) 679-3646 or completing the customer service request form available at the PROLIBRARIES Site. You will be asked to document the defect. A credit can be applied to the Purchase of the same or other PROLIBRARIES Content. There is no warranty, express or implied, on the content, quality, or technical compatibility of audio materials and information services downloaded through the PROLIBRARIES Service but not under the control of Digitell. The foregoing warranties do not cover defects caused by viruses, disabling codes, accident, mishandling, misuse, improper installation, service or maintenance, modification of the Digitell Software or PROLIBRARIES Content or the media on which the Digitell Software and PROLIBRARIES Content are furnished, or the user's lack of the necessary hardware/software. You recognize that the PROLIBRARIES Site is to be used as only a reference aid. The Site is not a substitute for the exercise of professional judgment. NO DIGITELL, INC. EMPLOYEE, AGENT, DEALER, DISTRIBUTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE WARRANTIES STATED IN THIS PARAGRAPH. THE EXPRESS WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.

16. Limitation on Liability. IN NO EVENT SHALL DIGITELL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIESINCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF THE PROLIBRARIES SERVICE. IN NO EVENT SHALL DIGITELL HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR PROLIBRARIES ACCOUNTS, OR ARISING OUT OF ITS GOOD FAITH REMOVAL OR DISABLING OF ANY PROLIBRARIES CONTENT. SUBJECT TO THE AVAILABILITY OF THE PROLIBRARIES CONTENT AND DIGITELL'S LIMITED EXPRESS WARRANTY HEREIN, DIGITELL IS NOT RESPONSIBLE FOR ANY CLAIMS INVOLVING THE TIMELINESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE PROLIBRARIES CONTENT YOU DOWNLOAD OR OTHERWISE ACCESS FROM OR THROUGH THE PROLIBRARIES SERVICE.WITH RESPECT TO ANY CAUSE OF ACTION BROUGHT UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, IN NO EVENT SHALL DIGITELL OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH OR RELATED TO USE OR INABILITY TO USE PROLIBRARIES ACCOUNT(S), DIGITELL, INC. SOFTWARE, PROLIBRARIES CONTENT OR THE PROLIBRARIES SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT SHALL DIGITELL BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH THE PROLIBRARIES SERVICE (OR ANY PART THEREOF) IN EXCESS OF THE GREATER OF: (A) THE PRICE PAID BY YOU FOR THE PARTICULAR SOFTWARE OR CONTENT GIVING RISE TO THE DAMAGE, OR (B) TWO HUNDRED FIFTY DOLLARS (US$250).Some states do not allow the exclusion of implied warranties or incidental or consequential damages, so the above exclusion thereof may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state.

17. Indemnity. You agree to indemnify and hold harmless Digitell, its affiliates, subsidiaries, shareholders, officers and directors, agents, employees, and partners from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of this Agreement and/or your use of the PROLIBRARIES Service, Digitell Software, Devices and/or the PROLIBRARIES Content.

18. Governing Law. This Agreement will be exclusively governed by the laws of the State of New York without regard to its principles on the conflicts of laws.

19. Arbitration. Any controversy or claim arising out of or relating to this Agreement or its breach, with the exception of injunctive relief sought by Digitell for any violation of Digitell's intellectual property or other proprietary rights or of the licenses granted pursuant to this Agreement, will be settled by arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, if you are domiciled outside the United States, then the dispute will be resolved by arbitration under the then-current International Arbitration Rules of the American Arbitration Association. The location of the arbitration shall be Jamestown, New York, USA.

20. Changes. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the PROLIBRARIES Service. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to the PROLIBRARIES Site. Your continued use of the PROLIBRARIES Site following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

21. Miscellaneous. This Agreement constitutes the entire agreement between you and Digitell,, and supersedes any prior agreements between you and Digitell written or oral, with respect to the subject matter herein. Any additional or different terms in any order or written communications from you are void. In the event of a direct conflict between the terms of this Agreement and: (A) other terms and conditions that may be applicable to the PROLIBRARIES Service generally, the terms of this Agreement will control with respect to the subject matter of this Agreement; and (B) the Privacy Policy, Policy on PROLIBRARIES Content Plans, Send A Friend Program Terms and Conditions, Additional Terms, Software Licenses or Digital Millennium Copyright Notice, the terms and conditions of such statement, document, license or policy will control with respect to the subject matter thereof. In the event of a direct conflict between the terms of this Agreement, including but not limited to the statements, documents and policies incorporated by reference into this Agreement, and the terms and conditions of a particular marketing promotion or offer, the terms of such particular marketing promotion or offer shall control with respect to the such marketing promotion or offer. The failure of Digitell to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Digitell will not be responsible for failures to fulfill any obligations due to causes beyond its control. Headings are for convenience only and will not be used to alter the meaning of any provision. You shall not bring a legal action under this Agreement more than two (2) years after the cause of action arose. All notices and demands required to be given to Digitell hereunder shall be in writing and shall be served by personal service, nationally recognized overnight courier service or by certified mail, and shall be effective on the date received as evidenced by proof of receipt, if delivered to Digitell, Inc., 111 West 2nd Street, 3rd Floor, Jamestown, NY 14701, Att: Associate General Counsel. Digitell offers various plans for using and paying for the PROLIBRARIES Service, including but not limited to those described below. All such plans for using and paying for the PROLIBRARIES Service shall be referred to herein, collectively, as "PROLIBRARIES Plan(s)".

A. Download Plan. This is the default PROLIBRARIES Plan. If you are on the Download Plan, you pay for the PROLIBRARIES Content you select and your credit card is charged each time you make a Purchase.

B. Complete Conference Plan, or Group Leader/Member Plans (Plan). Access to a complete conference is provided through a one time purchase. Access will be granted to this PROLIBRARIES content for a minimum of one (1) year.



Cancellation of Your PROLIBRARIES Content Plan.

You may cancel your Plan by contacting the Digitell Customer Service Department via telephone at (800)-679-3646. Digitell will be entitled to rely on a notice of cancellation that appears legitimate and cancel service on that basis. Digitell's responsibility for improper cancellation is limited to reinstating your Plan or to offering a refund, at Digitell's sole discretion.