Client Server SOFTWARE LICENSE

CueLine® ED

CLIENT SERVER SOFTWARE LICENSE AGREEMENT

ATTENTION: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CLICKING THE "I ACCEPT" BUTTON BELOW. THE ENTITY UTILIZING THIS SOFTWARE (THE "CLIENT SERVER ENTITY") AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK THE "I DECLINE" BUTTON BELOW AND FOLLOW THE PRODUCT RETURN INSTRUCTIONS.

The enclosed computer program(s) and the accompanying documentation are provided to the Client Server Entity by VisAssist™, LLC ("Licensor") for use only under the following terms. Licensor reserves any right not expressly granted to the Client Server Entity. The Client Server Entity owns the disk on which the Software is recorded, but Licensor retains ownership of all copies of the Software itself. The Client Server Entity assumes sole responsibility for the installation, use and results obtained from use of the Software.

1. License.

Client Server Entity is granted a limited, non-exclusive license to do only the following:

Install and run the Software on an unlimited number of computers within a single school for use by that school's teachers and students.

2. Restrictions.

The Client Server Entity may NOT sublicense, assign, or distribute copies of the Software to others. The Software contains trade secrets. The Client Server Entity may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. THE CLIENT SERVER ENTITY MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

3. Protection and Security.

The Client Server Entity agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The Client Server Entity acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.

4. Termination.

This License is effective until terminated. This License will terminate immediately without notice from Licensor if the Client Server Entity fails to comply with any of its provisions. Upon termination the Client Server Entity must destroy the Software and all copies thereof, and the Client Server Entity may terminate this License at any time by doing so.

5. Export Law Assurances.

The Client Server Entity agrees that the Software is to be used only in the United States and the Software will not be transferred or exported, directly or indirectly, outside the U.S.

6. Limited Warranty.

Licensor warrants that, for a period of ninety (90) days from the date of initial use by the original Client Server Entity, the Software shall operate substantially in accordance with the published functional specifications current at the time of shipment. If, during the warranty period, a defect appears, Client Server Entity shall return the Software to Licensor and Licensor's only obligation shall be to replace the defective Software. The Client Server Entity agrees that the foregoing constitutes the Client Server Entity's sole and exclusive remedy for breach by Licensor under any warranties made under this Agreement. This warranty does not cover any Software that has been altered or changed in any way by anyone other than Licensor. Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Licensor.

No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.

THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CLIENT SERVER ENTITY ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, DISTRIBUTORS OR AFFILIATES, BE LIABLE TO THE CLIENT SERVER ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S LIABILITY TO THE CLIENT SERVER ENTITY (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE.

7. Enhancements.

From time to time Licensor may, in its sole discretion, advise the Client Server Entity of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the Client Server Entity to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the Client Server Entity shall also be governed by the terms of this License.

8. General.

This License will be governed by and construed in accordance with the laws of the State of Georgia, and shall inure to the benefit of Licensor and Client Server Entity and their successors, assigns and legal representatives. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the following address: VisAssist, LLC, P.O. Box 591, Madison, Georgia 30650.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and, with the exception of the Site or District License Agreement between the parties, all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Licensor.

9. Acknowledgment.

BY CLICKING THE "I ACCEPT" BUTTON BELOW, THE CLIENT SERVER ENTITY ACKNOWLEDGES THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Any questions concerning this License should be directed to the Licensor at the address set forth above.