PLEASE READ THIS AGREEMENT CAREFULLY BEFORE LAUNCHING OR USING TEACHER’S TOOLKIT, COGNITIVE TUTOR® SOFTWARE, MATHia® SOFTWARE, REVIEW MODE, OR ADMIN REPORTS IN THE CARNEGIE LEARNING® RESOURCE CENTER. THIS AGREEMENT IDENTIFIES YOUR RIGHTS AND OBLIGATIONS RELATED TO THE USE OF THESE PRODUCTS. YOU MUST AGREE TO AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ORDER TO USE THE SOFTWARE.

THIS AGREEMENT DOES NOT INCLUDE CARNEGIE LEARNING® 24/7 MATH HELP OR CARNEGIE LEARNING® TEST GENERATOR.

License Agreement

By launching the software listed above (“Software”) on a computer (collectively, the Software is hereinafter referred to as “Licensed Materials”), Customer (“Customer”) hereby agrees to and accepts the following terms and conditions of this license agreement (the “Agreement”), by and between Customer and Carnegie Learning, Inc. (“Carnegie Learning”), a Pennsylvania corporation:

1. License. Subject to the terms and conditions of this Agreement, Carnegie Learning grants Customer a non-exclusive, non-transferable, limited license to use the Licensed Materials for the Term of this Agreement.

2. Ownership of Licensed Materials. The Licensed Materials shall at all times remain the property of Carnegie Learning. Carnegie Learning shall retain all common law, statutory, intellectual property, copyright, trademarks, service marks, and other reserved rights in its

   Licensed Materials. This Agreement does not provide Customer with any

   title or ownership of the Licensed Materials. Further, Carnegie Learning

   shall be the sole owner of all intellectual property rights in any improvements and or modifications to the Licensed Materials to which Customer contributes, and use of Licensed Materials constitutes agreement to assign to Carnegie Learning all intellectual property rights in all such improvements or modifications.

3. Reproduction; Use. Customer may not copy, reproduce, or have reproduced the Software, except Customer may make up to two copies of the Software in machine-readable, object code form, for nonproductive backup purposes only, provided that Customer reproduces and includes Carnegie Learning’s copyright notice and proprietary legend on each backup copy. Each backup copy must be stored in a safe and secure location.

   1. Notwithstanding the foregoing, if Customer has purchased multiple copies of the Software pursuant to a valid purchase order accepted by Carnegie Learning or other written agreement with Carnegie Learning, Inc. or has the right pursuant to any such purchase order or written agreement to make use of an unlimited number of copies of the Software at a particular site or to make use of an unlimited number of copies of the Software subject to any applicable concurrent use restrictions, Customer may create copies, and distribute copies of the Software up to the number authorized in such purchase order or written agreement or as is required at a particular site, provided that Customer reproduces and includes Carnegie Learning’s copyright notice and proprietary legend on each copy and provided that any and all limits on concurrent use set forth in the

      applicable written agreement with Carnegie Learning are complied with by Customer.

   2. Customer shall be responsible for assuring that no more than the authorized number of copies of the Software are in productive use at any time and that only a single-original user, as identified by the original

      log-in used by a user to access the Licensed Materials for the first time, uses any particular log-in used to access the Licensed Materials.

4. Restrictions on License Grant. Customer agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: copy, modify, distribute, sell, lease, license, sublicense, or disseminate the Licensed Materials (electronically or otherwise); or modify, alter, disassemble, reverse engineer or otherwise attempt to translate the Software or discover the source code for the Software, in whole or in part.

5. Term. Unless stated otherwise, the term of this Agreement will begin upon launching the software and will continue for the term of one (1) year. Customer purchasing a single copy of the Licensed Materials for home schooling purposes is granted a perpetual license as to Customer.

6. Renewal. If applicable, this Agreement may be renewed for one or more additional one (1) year terms by calling 1-888-851-7094 Option 8 for Order Management for further instructions and remittance of the then current applicable renewal fees. Renewals may be prepaid at any

   time.

7. Customer Responsibilities. Customer is responsible for the following actions: (a) determining whether the Licensed Materials will achieve the results desired; (b) procuring, installing, and operating computers and operating systems to run the Software; (c) providing a proper environment and proper utilities for the computers on which the Software operates, including an uninterrupted power supply and (d) preventing unauthorized use and copying of the Licensed Material by Customer, including its employees, faculty, and students. Customer shall permit and reasonably cooperate with efforts by Carnegie Learning to monitor, review or

   audit usage or copying of the Licensed Materials for purposes of assessing Customer’s compliance with this Agreement.

8. Confidentiality. Customer is being provided a copy of the Licensed Materials for personal use only, subject to the terms and conditions of this Agreement. Customer shall keep such Licensed Materials in strict confidence and not disclose such Licensed Materials to any third

   parties (excluding employees, agents, and users of Customer having a need to know such information) except in the case of a court or administrative order and then only after the party that has rescinded the order has notified and allowed the other party to act to preserve the confidentiality of its Licensed Materials.

9. Limited Warranty. For Customers enrolled in the Carnegie Learning® Math Guarantee Program, Carnegie Learning provides a limited money back guarantee (the “Guarantee”) for each student enrolled in a three year Carnegie Learning® Math track, who spends a minimum of 50 hours per year in each of three consecutive years working with the Cognitive Tutor®

   software (a “Qualified Student”) but does not pass a three year math sequence.1 Carnegie Learning will refund all text and software licensing fees for any Qualified Student who does not pass a Carnegie Learning® Math course at the end of year three. To qualify for the Guarantee: (i) Customer must be enrolled in the Math Guarantee Program; and (ii)

   Customer and Qualified Student must have complied with all of its responsibilities as described in the Carnegie Learning® School Improvement Plan for Math Guide in effect at the time such Qualified Student is enrolled in a track.

10. Disclaimer of Warranties. ANY LICENSED MATERIALS ARE FURNISHED BY CARNEGIE LEARNING ON AN “AS IS” BASIS. OTHER THAN THE FOREGOING EXPRESS WARRANTY AS SET FORTH ABOVE, CARNEGIE LEARNING MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER,

    INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR A PARTICULAR

    PURPOSE, IMPLIED WARRANTIES OF MERCHANTABILITY, OR THAT SUCH LICENSED

    MATERIALS WILL OPERATE FREE OF ERRORS, DEFECTS OR IN AN UNINTERRUPTED MANNER.

11. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR INABILITY TO USE.

    Under all circumstances, Carnegie Learning’s liability to Customer with

    respect to this Agreement shall be limited to the total fee paid by Customer under the Agreement for the then current term. In lieu of paying such damages, Carnegie Learning may elect to replace any improperly functioning License Materials.

12. Remedy; Liquidated Damages. In the event that Customer permits unauthorized use and copying of the Licensed Material by its employees, faculty, students, or third parties, Customer shall pay to Carnegie Learning, as liquidated damages and not a penalty, an amount equal to the then current license fee for a single license for the Licensed Materials for each unlicensed copy produced, or unlicensed user granted access, to the Licensed Materials. Such liquidated damages shall be in addition to any other remedies available to Carnegie Learning in proceedings at law or in equity.

13. Assignment. Customer may assign and transfer the License Materials and all rights under this Agreement to another party provided that (i) the foregoing is transferred together with a copy of this Agreement and all written materials accompanying the Software, and (ii) the Customer gives Carnegie Learning written notice of the transfer (including in such notice the identity of the transferee), and (iii) the other party reads and agrees to accept the terms and conditions of this license.

14. Severability. If any portion of the Agreement shall be finally determined by any court or government agency of competent jurisdiction to

    1 A three year math sequence includes enrollment in any Carnegie Learning Math Course over a three-year period, which may include multiple years in one or more courses if more time is needed to pass.

    be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way; provided, however, that if any provision hereof is invalid or unenforceable, then a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of this Agreement including the invalid and unenforceable provision.

15. No Waiver. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.

16. Rejection of Terms. If you decline to accept the foregoing terms, you may not launch or use the Software and Licensed Materials.

17. Choice of Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its choice of law principles. Any legal action or proceeding under or related to this Agreement shall be brought

    only in state or federal courts located in Pittsburgh, Pennsylvania, and Customer hereby submits to the jurisdiction and venue of such courts.

18. Entire Agreement. This Agreement constitutes the entire, final, and exclusive Agreement between the parties and may not be altered, amended, or modified except by a written instrument signed by, or electronic acknowledgement, acceptance or agreement by, duly authorized representatives of both parties. Carnegie Learning may from time to time update or amend these licensing terms. You will be notified about any updates or amendments by posting such updates or amendments on this launch site. Your continued use of the site constitutes your acceptance of the revised terms. If you do not agree with the revised terms, please discontinue your use of the site. This Agreement and all amendments to this agreement are binding upon and shall inure to the benefit of the parties hereto, their representatives, successors, and assigns.