PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") BEFORE CHECKING THE BOXES BELOW AND CLICKING "SUBMIT". BY CHECKING THE BOXES BELOW AND CLICKING "SUBMIT"”, YOU ARE AGREEING TO THESE TERMS AS SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT DO NOT SUBMIT THIS FORM.

This Agreement is made by and between SAS Institute Inc., d/b/a SAS inSchool ("SAS inSchool"), and the Licensee ("You"). You and SAS inSchool agree as follows:

1. DESCRIPTION OF SERVICE. SAS inSchool maintains a web site located on the Internet that allows registered subscribers to access an application composed of certain SAS inSchool proprietary curriculum products, including the software identified as Curriculum Pathways (the "Software") and other content contained therein (collectively, the "Service"). You acknowledge that the features, content and other aspects of the Service may change from time to time and that all features, content and other aspects of the Service may not be available to You.



2. LICENSE GRANT AND SCOPE OF USE. SAS inSchool hereby grants to You a non-assignable, nontransferable and nonexclusive license to access and use the Service, as described herein. The Service is made available to You solely through a SAS inSchool web site at the URL supplied by SAS inSchool. SAS inSchool also hereby grants to You a non-assignable, nontransferable and nonexclusive license to access and use the Software, only as necessary to access the Service. Access to the Service via any other means or use for any other purpose is not authorized by this Agreement and is expressly prohibited by SAS inSchool. You are solely responsible for arranging appropriate connection to the Internet and all related costs and for providing the necessary computer and other electronic equipment to display and use the Service. SAS inSchool does not guarantee that the Service will meet your requirements or that the operation of the Service will be uninterrupted or error-free. SAS inSchool shall have the right to audit usage of the Service by You to verify compliance with the terms and conditions of this Agreement.



3. LICENSE TERM, ACCESS AND SECURITY. Access to the Service is provided to You for a thirty (30) day trial period. You acknowledge that access to the Service is permitted via a unique User ID and password. You are solely responsible for maintaining the confidentiality of your User ID and password. You shall take all steps necessary to protect the Service from unauthorized use, disclosure or third party access, including, but not limited to, not disclosing the URL and your User ID and password for the Service. You acknowledge that You are solely responsible for authorizing access to the Service and for any damages resulting from your failure to protect the Service from unauthorized use, disclosure or third party access. You are solely responsible for all activities that occur under your account. You agree to notify SAS inSchool immediately of any unauthorized use of your account or User ID or password. SAS inSchool will not be liable for any loss that You may incur as a result of someone else using your password or account, either with or without your knowledge.



4. INTELLECTUAL PROPERTY RIGHTS. The Service, its underlying Software, and each of their incorporated elements are copyrighted. Title to and all other rights in the Service and the Software remain with SAS inSchool or its licensors at all times. Source code from which the Software object code is derived ("Source Code") is a SAS inSchool trade secret. You may not reverse assemble, reverse engineer, or decompile the Software or otherwise attempt to recreate the Source Code, except to the extent applicable laws specifically prohibit such restriction. You agree to abide by the copyright law and all other applicable laws of the United States. You agree to maintain and not alter or remove any copyright, trademark, and other protective notices contained in the Software. Except as otherwise specifically set forth in this Agreement, You may not distribute the Software to any party, in whole or in part, in modified or unmodified form.



5. GOVERNMENT USE. Use, duplication or disclosure of the Software and related documentation by the U.S. Government is subject to restrictions as set forth in FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987) and this Agreement.



6. EXPORT RESTRICTIONS. You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all laws and regulations of the United States of America and in full compliance with any other applicable laws and regulations. By accepting this Agreement, You are agreeing to the foregoing and representing and warranting that You are not located in, under control of, or a national or resident of any country to which export of the Software is restricted by laws of the United States of America or other applicable laws and regulations.



7. DISCLAIMER OF WARRANTY. THE SERVICE AND ITS UNDERLYING SOFTWARE ARE MADE AVAILABLE TO YOU BY SAS INSCHOOL AND ITS LICENSORS "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.



8. LIMITATION OF LIABILITY. SAS INSCHOOL AND ITS LICENSORS DISCLAIM ANY LIABILITY CONNECTED WITH USE OF THE SERVICE AND ITS UNDERLYING SOFTWARE. NEITHER SAS INSCHOOL NOR ITS LICENSORS ARE LIABLE FOR (a) INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF SAS INSCHOOL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN PROVISIONS OF THIS SUBSECTION MAY NOT APPLY TO YOU; HOWEVER, THEY APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.



9. TERMINATION; EXPIRATION. SAS inSchool may terminate this Agreement immediately for any breach by You of this Agreement. Obligations in the Agreement that by their nature are continuing will survive termination or expiration.



10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.



11. INJUNCTIVE RELIEF. Breach of SAS inSchool’s or SAS inSchool’s licensors’ intellectual property rights will lead to damages not adequately remedied by an award of money; therefore, SAS inSchool may protect those intellectual property rights through temporary restraining orders or injunctions, without the obligation of posting bond.



12. COMPLETE AGREEMENT; MODIFICATIONS; SEVERABILITY. This Agreement sets forth the entire agreement between You and SAS inSchool related to the Service. Additional or different terms on current or future licenses or third party purchasing documents are expressly objected to and rejected, even if SAS InSchool does not explicitly object to or reject such terms individually. Modifications to this Agreement must be in writing and signed by both parties. If any provision of this Agreement is unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of the remaining provisions.

38.03.0001/15JAN2007 SAS, SAS inSchool and all other SAS Institute Inc. product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ® indicates USA registration. Other brand and product names are trademarks of their respective companies.