EDUCATE ONLINE, INC. EDUCATIONAL SERVICES MANAGEMENT TOOL END‑USER LICENSE AGREEMENT

IMPORTANT‑READ CAREFULLY: This Educate Online, Inc. Educational Services Management Tool End‑User License Agreement ("EULA") is a legal agreement between You (whether You are a student or a parent or guardian of a minor student) and Educate Online, Inc. (Educate Online) for the license of Educate Online?s proprietary online educational services management tool software and all content contained therein, and any associated user manuals and other explanatory documentation or materials, regardless of form or media (all of the foregoing, including all versions thereof and modifications thereto, are collectively referred to as MyEducateOnline). By clicking on the ?I agree? button at the end of this EULA or by otherwise using MyEducateOnline, You agree to be bound by the terms of this EULA. If You do not agree, You may not access or use MyEducateOnline.

PRODUCT LICENSE

1. LICENSE GRANT. MyEducateOnline are licensed, not sold. This EULA grants You limited rights to use MyEducateOnline and its components installed on and/or accessed through computer equipment provided to You by Educate Online or Your own computer solely for Your the personal use. A license key that enables Your access to and use of MyEducateOnline may be required and forwarded to You electronically. All use of the MyEducateOnline is limited to personal use by the applicable student as specified in the enrollment agreement and/or accompanying explanatory materials (?Student?), a minor Student?s parent(s) and/or guardian(s) and representatives of the school or educational institution attended by the Student. You agree to be responsible for Your acts and/or omissions and anyone gaining access to MyEducateOnline through You or Your Computer. Any third party components embedded, included or otherwise provided with MyEducateOnline that may be used when accessing or using MyEducateOnline are also subject to the terms of this EULA. You are responsible for ensuring a proper environment and proper utilities for the Computer on which MyEducateOnline will be provided.

2. LICENSE RESTRICTIONS. The license granted in Section 1 above is subject to the following restrictions. You may not: (a) use or make MyEducateOnline accessible to a Student or anyone else unless You have been authorized to and have enrolled the Student in MyEducateOnline through a designated public or private school or institution; (b) copy all or any part of MyEducateOnline; (c) use MyEducateOnline alone or in conjunction with any software or equipment other than the Computer or provided by Educate Online with the Computer; (d) permit use of MyEducateOnline other than for its designated purpose; (e) separate the components of MyEducateOnline for use individually or separately from MyEducateOnline as a whole or from the Computer; (f) transfer, modify, reverse engineer, decompile, or disassemble MyEducateOnline or the Computer; (g) create derivative works or reduce the object code of MyEducateOnline to human readable form; (h) sell, rent, lease, lend, distribute, market or create a lien or security interest against MyEducateOnline; (i) transfer all or any part of Your rights under this EULA; or (i) remove any copyright, trademark or other proprietary or confidentiality notices, labels or markings. If Educate Online has provided MyEducateOnline to You for evaluation and testing purposes, whether a pre-release or commercial version, You may only use MyEducateOnline to determine their compatibility and/or feasibility of use for the evaluation period designated by Educate Online.

To the extent any applicable mandatory laws permit You to perform any of the foregoing restricted activities to obtain information about MyEducateOnline in order to use MyEducateOnline as licensed, before You exercise any such rights, You must first request in writing that Educate Online provide the information to You within no less than sixty (60) days. Such request must include a detailed explanation of why You need the information. Only if Educate Online denies Your request may You exercise any statutory rights; provided however that Your use of any information You learn is subject to this EULA.

3. TECHNICAL SUPPORT. Technical Support for MyEducateOnline is available pursuant to this EULA and Educate Online?s standard technical support policies in existence at the time support is requested only to or on behalf of a Student eligible to receive Educational Services. All advice, support and assistance provided is included with the definition of Educational Services, as is all advice, recommendations, opinions and/or ideas for existing or future functionality, services or products You provide to Educate Online from time to time.

4. RESERVATION OF RIGHTS/OWNERSHIP. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY EDUCATE ONLINE. MyEducateOnline are protected by all United States and international patent and copyright laws and treaties, as well as all other intellectual property laws and treaties. All title, copyrights, patent and other proprietary rights, including trade secrets rights, in and to MyEducateOnline and all accompanying materials, and any copies thereof in any media or format are owned by Educate Online, its designees or suppliers, as applicable, except that title to the Computer will pass to You upon the Student?s successful completion of MyEducateOnline and Your payment in full of all fees. YOU MAY NOT COPY ANY PART OF MyEducateOnline OR TRANSFER MyEducateOnline TO ANOTHER COMPUTER OR NETWORK.

5. TERM AND TERMINATION. You may use MyEducateOnline only while the Student is enrolled in one or more of Educate Online?s educational programs. Even if Your use is not blocked, You must stop using MyEducateOnline upon discontinuation of a Student?s enrollment. Without prejudice to any other rights it may have, Educate Online may terminate this EULA if You fail to comply with this EULA, any enrollment agreement and the terms and conditions of any other agreement You may have with Educate Online and/or Your school with respect to MyEducateOnline. Upon termination of MyEducateOnline, You may no longer access or use MyEducateOnline regardless of whether or not they remain installed on the Computer.

6. CONFIDENTIALITY/PRIVACY. MyEducateOnline and all materials and information relating to MyEducateOnline are proprietary to and constitute trade secrets of Educate Online.

7. DISCLAIMERS/LIABILITY LIMITS. Your exclusive remedy and Educate Online?s entire liability for any claim that You make with respect to Educate Online?s provision of MyEducateOnline shall be governed by the terms of Educate Online?s then current technical support services policy, this EULA and Your enrollment agreement. Material contained within MyEducateOnline has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. MyEducateOnline may contain nonconformities, defects, errors or omissions. Results are subject to a variety of factors including an individual Student?s effort, academic abilities and other skills. Educate Online and its licensor(s) do not represent or claim that MyEducateOnline will improve the Student?s academic level, abilities or otherwise meet Your needs or expectations, that use of MyEducateOnline or Computer will be uninterrupted, or that all nonconformities can or will be corrected.

IN ANY CASE, REGARDLESS OF ANY DAMAGES YOU MAY INCUR OF ANY NATURE OR SORT, EDUCATE ONLINE?S AND ITS SUPPLIERS? ENTIRE AND CUMULATIVE LIABILITY UNDER ANY PROVISION OF THIS EULA AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE FEES YOU PAID TO EDUCATE ONLINE PURSUANT TO THE ENROLLMENT AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS EULA SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND EDUCATE ONLINE?S TOTAL LIABILITY FOR A DEFECTIVE OR DAMAGED COMPUTER AND/OR MyEducateOnline. EDUCATE ONLINE AND/OR ITS SUPPLIERS DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR OR ANY PURPOSE, RELIABILITY, ACCURACY, CONFORMITY WITH LAWS OR REGULATIONS, LACK OF VIRUSES OR MALICIOUS CODE, NEGLIGENCE, TITLE AND NON‑INFRINGEMENT AND ALL LIABILITY ARISING OUT OF OR RELATED TO THE PROVISION OF TECHNICAL SUPPORT OR OTHER SERVICES. EDUCATE ONLINE AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU FOR QUIET ENJOYMENT, POSSESSION OR INFRINGEMENT OF PROPRIETARY RIGHTS BY YOUR USE OF MyEducateOnline OR ANY PORTION THEREOF. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT SECURE AND YOUR USE OF MyEducateOnline THROUGH THE INTERNET MAY CREATE SECURITY AND OTHER RISKS. YOU AGREE AND ACCEPT THE ENTIRE RISK OF ANY SECURITY BREACHES OF ANY KIND OR NATURE, WHETHER INTENTIONAL OR INADVERTENT, ARISING FROM YOUR USE OF THE COMPUTER OR EDUCATIONAL SERVICES THROUGH THE INTERNET, INCLUDING ANY CLAIMS RELATED TO PRIVACY OR LOSS OF PRIVACY, DISCLOSURE OF PERSONAL INFORMATION, ADVERSE EFFECT ON YOUR NETWORK, SOFTWARE, HARDWARE OR DATABASE AND YOU WAIVE ANY CLAIMS YOU MAY HAVE OR ASSERT AGAINST EDUCATE ONLINE WITH RESPECT THERETO. OTHER THAN AS SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDUCATE ONLINE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DAMAGES WHATSOEVER, BE THEY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LACK OF ACADEMIC IMPROVEMENT, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, LOSS OF PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY OR PROPERTY DAMAGE, LOSS OF INFORMATION OF ANY SORT, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE MYEDUCATEONLINE AND/OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL SUPPORT SERVICES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS. This EULA is personal to You. You may not assign or otherwise transfer Your rights or delegate Your obligations under this EULA in whole or in part and any attempt to do so is void. This EULA is governed by the laws of the State of Maryland without giving effect to principles of conflict of laws and the applicable court situated in the City of Baltimore, State of Maryland shall have exclusive jurisdiction. The provisions of this section notwithstanding, You agree that Educate Online may seek equitable relief in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized disclosure of Educational Services or infringement of any intellectual property rights in addition to any other remedies or damages to which Educate Online may be entitled. You agree to provide Educate Online with reasonable access to the Computer and/or the Student?s academic work to monitor academic progress, compliance with the learning plan and to audit Your compliance with this EULA. MyEducateOnline are subject to U.S. export control laws and regulations. You may not take the Computer outside of the United States.

Use of MyEducateOnline by the Government constitutes acknowledgment of Educate Online?s proprietary rights therein. Contractor or manufacturer is Educate Online, LLC. You must not use MyEducateOnline or Computer in any potentially hazardous environment or system in which the failure of MyEducateOnline or Computer could lead to death, personal injury, property or environmental damage. Portions of MyEducateOnline or Computer may be licensed from third party suppliers and if so Your use will be governed by any such third party?s licensing terms in addition to this EULA. This EULA and any Educational Services enrollment terms constitute the complete agreement between You and Educate Online and supersede all prior or contemporaneous agreements or representations, written or oral, concerning its subject matter.

Only the English version of this EULA is binding. Versions in other languages merely constitute a convenience translation for You and shall not be legally binding. Orders, notices and any other correspondence between You and Educate Online shall be in the English language and shall be prepaid and deemed given upon delivery when sent by commercial overnight or second day courier (such as UPS or Federal Express) or United States certified mail, return receipt requested. Pre-printed terms and conditions contained in any purchase order or other ordering document shall have no force or effect. The provisions of Section 2 (to the extent any part of MyEducateOnline remains installed on the Computer upon termination of MyEducateOnline) and Sections 4 through and including Section 8 of this EULA shall survive expiration or termination of this EULA. You should direct any questions with respect to this EULA and/or MyEducateOnline to info@educate-online.com