TERMS OF USE

1. Purpose: CampusXchange Network ("CampusXchange Network"), a product unit of Rapidsoft Systems, Inc., is an online portal where students exchange books, notes and other items.

2. Terms of Use: These Terms & Conditions of Use ("Terms") apply to CampusXchange Network. Use of CampusXchange Network signifies agreement with the Terms. If there is no such agreement, there should be no use of the site. CampusXchange Network reserves the right, in its sole discretion, to modify the Terms without further notice and at any time. Continued use of CampusXchange Network after any such change signifies acceptance of the new Terms. The Terms apply exclusively to access to, and use of, CampusXchange Network and. They do not alter the conditions of any other agreement with CampusXchange Network for products, services, or otherwise

3. Privacy Policy: Users of CampusXchange Network should refer to CampusXchange Network's Privacy Policy for information about how CampusXchange Network uses, collects and may disclose information to third parties.

4. Content and Use: One element of the services on this site is exchange of class notes. All Content in such class notes must be independently created, transformative and non-derivative. It should not be a transcript or recording. It should go beyond simply summarizing material covered in class or in written or recorded materials, but include information raised by students in or outside of class, and independent thought, analysis and commentary. Class notes must be substantially rewritten after class and include independent material; notes that use a lecturer's words or that are not carefully reviewed, rethought and rewritten after class are not useful to or appreciated by students.

Publishers who upload or have uploaded any Content to CampusXchange Network grant CampusXchange Network and our parent, affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by CampusXchange Network, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully assignable, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, and publicity rights you have in the Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the Content. Although CampusXchange Network will not modify or edit any Content, it does reserve the right to change the format, sizing, and any other display specifications of the Content as CampusXchange Network sees fit, which shall be determined in CampusXchange Network's sole discretion. Uploading permits any other user of CampusXchange Network to access, view, display, download, store, print and otherwise use such Content. CampusXchange Network assumes no liability for any material provided by Publishers, which may contain material that is inaccurate, incomplete, inappropriate, offensive or sexually explicit. CampusXchange Network does not review, edit or evaluate the accuracy of information provided by the Publishers. Misuse of any of the services provided on CampusXchange Network ("CampusXchange Network Services") by any user or Publisher, should be immediately reported to CampusXchange Network at info@CampusXchangeNetwork.com. CampusXchange Network reserves the right in its sole discretion to remove all Content posted by any user, or to restrict, suspend or terminate access to all or any part of the CampusXchange Network Services at any time, for any or no reason, with or without prior notice and without liability. Use of the CampusXchange Network Service is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. Users are solely responsible for all activities, acts and omissions that occur in, from, through or under their user names or passwords.

5. Intellectual Property : All documents (including the organization and presentation of such material) included in this web site (the "Documents") are the property of CampusXchange Network and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights. The Documents many not be uploaded, sold or redistributed through any other mediums, specifically other websites, which are available to of the public. The Documents may only be used for non-commercial, personal or educational purposes. Copyright and other intellectual property notices must be observed at all times. Exploitation, modification, and creation of derivatives of the Documents are prohibited.

6. Eligibility: Through participation in CampusXchange Network Services, users ensure that (a) all information submitted to CampusXchange Network is true and accurate; (b) the accuracy of such information will be maintained; participants are at least thirteen (13) years of age, individuals between the ages of 13 and 18 should review these Terms of Use with their parent or guardian to confirm understanding and agreement to the terms by an adult; and (c) use of the CampusXchange Network Services does not breach any applicable law or regulation.

7. Term: Users may terminate membership at any time for any reason by following the instructions at the profile screen. Cessation of membership will end access to CampusXchange Network, including opportunities to post more Content and profit from the distribution of any Content provided. Previously posted Content will remain on CampusXchange Network unless CampusXchange Network, in its sole discretion, decides to remove it. Even after membership ends, all Terms will remain in effect.

8.Password: Passwords must be kept secret. Participants are prohibited from using the account, username or password of any other user at any time or disclosing their password to anybody else. Please notify CampusXchange Network immediately if with suspicions of any unauthorized use of, accounts and/or passwords. Each individual is alone are responsible for any and all use of his/her account.

9. Non-commercial Use: CampusXchange Network Services are for personal use only and not for any commercial purpose. Illegal and/or unauthorized use of the CampusXchange Network Services, including collecting information about Publishers by any means in order to send unsolicited email and/or unauthorized framing of, or linking to CampusXchange Network, is prohibited.

Users agree not to use or launch any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., that accesses CampusXchange Network and/or the CampusXchange Network Services in a manner that sends more request messages to its servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. However, CampusXchange Network does allow operators of public search engines to use spiders to copy materials from CampusXchange Network for the sole purpose of creating publicly available searchable indices of the materials, but prohibits the creation of archives of such materials. Users agree not to collect any personally identifiable information, including account names, from CampusXchange Network.

10. Credits: If credits are unused twelve months after the date of purchase they will expire and be removed from users account.

11. Users represent and warrant that: (i) each created and is the sole owner of all Content posted to CampusXchange Network and all rights in such Content, including, without limitation, copyright and (ii) the posting of Content on or through CampusXchange Network will not breach the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any third-party. Users agree to pay for all royalties, fees, and any other monies owing to any third-party for any Content provided by you to CampusXchange Network. Users of CampusXchange Network agree to exclude from such Content any documents, records or files made accessible to them by (a) your school, professor or other instructor, (b) any board of examination, (c) any author or publisher whose works have been used as part of studies or (d) any co-student.

12. Material : CampusXchange Network contains material provided by CampusXchange Network, excluding the Content of other Publishers ("CampusXchange Network Material"). CampusXchange Network Material is protected by intellectual property and other laws, and CampusXchange Network owns and retains all rights in the CampusXchange Network Material and the CampusXchange Network Services. CampusXchange Network grants users a limited, personal, revocable, non transferable license to reproduce and display the CampusXchange Network Material (excluding any software code) solely for personal educational use.CampusXchange Network also contains Content of other Publishers and other third parties. Except for Content posted by Publishers, users agree not to copy, modify, translate, publish, broadcast, transmit, distribute, perform, display or sell any Content appearing on or through the CampusXchange Network Services other than by downloading and printing for personal educational research use alone

13. Content Posted :CampusXchange Network reserves the right to delete any Content that in its sole discretion breaches these Terms, is not up to quality standards or which may be offensive, illegal or violate the rights or harm or threaten the safety of any person. CampusXchange Network is not responsible for monitoring the CampusXchange Network Services for inappropriate Content or conduct. CampusXchange Network assumes no responsibility for Content, no obligation to modify or remove inappropriate Content and no responsibility for the conduct of any user submitting such Content. Participants are alone are responsible for the Content they post on or through any CampusXchange Network Services, for any material or information transmitted to other Publishers and for their interactions with other Publishers. CampusXchange Network does not endorse or control anybody's. Content is not reviewed by CampusXchange Network before posting and does not reflect CampusXchange Network's opinions or policies.

14. Content/Activity Prohibited: Below is a non-exhaustive list of Content that is illegal or prohibited by CampusXchange Network from being posted on or through the CampusXchange Network Services:

(a) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any person group or animal

(b) contains nudity, violence, or offensive subject matter or contains a link to an adult website;

(c) provides telephone numbers, street addresses, last names, URLs or email addresses;

(d) promotes false or misleading information or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

(e) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

(f) involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

(g) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

(h) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone"s privacy, or providing or creating computer viruses;

(i) solicits passwords or personal identifying information for commercial or unlawful purposes from other persons or from anyone under sixteen (16); and

(j) includes a photograph of another person without that person's consent.

15. Below is a non-exhaustive list of activities that are illegal or prohibited on CampusXchange Network through use of the CampusXchange Network Services:

(a) criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

(b) advertising to, or soliciting of, any user to buy or sell any products or services through the CampusXchange Network Services;

(c) covering or obscuring the banner advertisements on your personal profile page, or any CampusXchange Network page using HTML/CSS or any other means;

(d) interfering with, disrupting, or creating an undue burden on the CampusXchange Network Services or the networks or services connected to the CampusXchange Network Services;

(e) attempting to impersonate another person;

(f) selling or otherwise transferring a user profile;

(g) using any information obtained from CampusXchange Network Services to harass, abuse or harm another person; and

(h) distorting or seeking (individually or in conspiracy with others) to distort of falsify the outputs of CampusXchange Network systems or processes designed to determine how many Publishers use your Content or how well Publishers rate your Content. Such distortion or efforts to cause distortion may constitute fraud, attempted fraud or conspiracy to commit fraud.

16. Copyright Policy: Users agree that they will not (using the CampusXchange Network Services) post, modify, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information ("Intellectual Property") belonging to others without obtaining the prior written consent of the owner of such proprietary rights. CampusXchange Network will terminate membership privileges of any user who infringes the Intellectual Property of others upon receipt of notice to CampusXchange Network by or for the rights owner.

17. Disclaimers: CampusXchange Network is not responsible for any incorrect or inaccurate Content posted in connection with the CampusXchange Network Services, whether caused by Publishers of the CampusXchange Network Services or by any of the equipment or programming associated with or utilized in the CampusXchange Network Services. CampusXchange Network does not guarantee that any Content is correct and accurate and is not responsible for any errors or omissions or for any consequences of the use of such information. Profiles created and posted by Publishers on CampusXchange Network may contain links to other websites. CampusXchange Network is not responsible for the Content, accuracy or opinions expressed on such websites and inclusion of any linked website on the CampusXchange Network Services does not imply approval or endorsement of the linked website by CampusXchange Network. Access third-party sites at your own risk. CampusXchange Network takes no responsibility for third party advertisements which are posted on CampusXchange Network or through the CampusXchange Network Services, nor does it take any responsibility for the goods or services provided by its advertisers. CampusXchange Network is not responsible for the conduct, whether online or offline, of any user of the CampusXchange Network Services. CampusXchange Network assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication. CampusXchange Network is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, or failure of any email due to technical problems or traffic congestion on the Internet or on any of the CampusXchange Network Services or combination thereof, including any injury or damage to any person's computer related to or resulting from participation or downloading materials in connection with the CampusXchange Network Services. Under no circumstances shall CampusXchange Network be responsible for any loss or damage resulting from use of the CampusXchange Network Services, attendance at a CampusXchange Network event, from any Content posted on or through the CampusXchange Network Services (including, without limitation, from any use of or reliance on any such Content) or from the conduct of any Publishers of the CampusXchange Network Services, whether online or offline. The CampusXchange Network Services are provided "AS-IS" and as available and CampusXchange Network expressly disclaims any warranty of fitness for a particular purpose or non-infringement. CampusXchange Network cannot guarantee and does not promise that the CampusXchange Network Services will always be available and neither can it guarantee or promise any specific results from use of the CampusXchange Network Services and in particular does not promise that Publishers' educational exam or course work grades will improve thereby.

18. Limitation on Liability: IN NO EVENT SHALL CAMPUSXCHANGE NETWORK or ITS PARENT COMPANY RAPIDSOFT SYSTEMS INC. (INCUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR RELATED TO THE USE OR INABILITY TO USE THE WEBSITES OR THE SERVICE, EVEN IF CAMPUSXCHANGE NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE ENTIRE LIABILITY OF THE COMPANY (INCUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE WEBSITES OR THE SERVICE SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY YOU TO the COMPANY IN THE PAST SIX MONTHS, OR $50, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THAT CASE, COMPANY'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH THE COMPANY.

19. Disputes: If a dispute arises between you and Rapidsoft Systems or its subsidiaries, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that relates to or arises out of the Terms of Use or the Services or your use of the Services (a "Claim") in accordance with the subsections below.

General. You and Rapidsoft Systems Inc., agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof (collectively, "Disputes") will be settled by binding arbitration; except that either party retains the right to bring an individual action in small claims court. You acknowledge and agree that you and CampusXchange Network are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and CampusXchange Network otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Legal Disputes" section will be deemed void. This "Legal Disputes" section will survive any termination of these Terms of Use. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights or breach of the User Content and Activities provisions of this Agreement.

22. Copyright Violation Claims: CampusXchange Network respects the intellectual property rights of others and takes the protection of copyrights and other intellectual property seriously. If you believe your work has been infringed through the Websites or the Services, please notify us at support@campusXchange Network, Inc., and provide the following information:

• our contact information, including name, address, telephone number, and e-mail address;

• A description of the copyrighted work you claim has been infringed (including, e.g., the title, ISBN and other bibliographic information for books). Copyright law requires that the protected work be preserved in fixed medium, and if the copyrighted work has not been generally published, please provide a copy of the fixed medium for confirmation. For copyright claims based on class lectures, a copy of the lecture transcript or a recording of the lecture is acceptable.

• A reasonably specific description of where the allegedly infringing material is located on the Websites (including, e.g., the URL);

• A statement by you that you have a good-faith belief that the allegedly infringing material is not authorized by the copyright owner, its agent, or the law;

• Your electronic or physical signature; and

• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES INCURRED BY THE COMPANY, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF RELIANCE UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. You agree we may provide your notice to the provider of the allegedly infringing material. We have a policy of terminating accounts of users who repeatedly and intentionally infringe the intellectual property rights of others.

23. Headings: The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of these Terms shall control.

24. Entire Agreement: Users agree that these Terms including the policies and agreements it refers to (i.e. our Privacy Policy) constitute the complete and only Agreement between the user and CampusXchange Network regarding the Services contemplated herein

25. Severability: Users agree that these Terms are severable. If any part of these Terms are determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

26. Waiver: The failure of CampusXchange Network to enforce any of the provisions of these Terms or its incorporated agreements and policies against users or others shall not be construed to be a waiver of the right of CampusXchange Network thereafter to enforce such provisions.