DynEd SOFTWARE LICENSING AGREEMENT 1. NOTICE. DYNED INTERNATIONAL, INC. ("DYNED") IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT INSTALL THE SOFTWARE ONTO YOUR COMPUTER AND YOU SHOULD CLICK ON THE "I DO NOT ACCEPT" BUTTON TO EXIT. IN SUCH CASE, PROMPTLY RETURN THE SOFTWARE AND ANY ACCOMPANYING MATERIALS, ALONG WITH PROOF OF PAYMENT, TO THE AUTHORIZED DEALER FROM WHOM YOU PURCHASED FOR A REFUND. 2. Ownership and License. This is a license agreement and NOT an agreement for sale. DynEd continues to own the copy of this Software contained in this package and all other copies that you are authorized by this Agreement to make (the "Software"). Your Rights to use the Software are specified in this Agreement, and DynEd retains all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of DynEd's rights under U.S. Copyright law or any other federal or state laws or the Copyright laws or any other applicable laws of other nations. 3. Permitted Uses. You are granted the following rights to the Software: (a) Right to Install and Use. If you have a license for the standalone computer version, you may install and use the Software on one and only one compatible computer at a time. If you have a license for a network version, you may install and use the Software on a single file server for use on a single (local or wide area) network with the Software working simultaneously on up to the number of workstations indicated on the Software License Agreement Addendum. You may not, under any circumstance, install and use the Software in any way that exceeds your license. If you wish to use this Software on more than one standalone computer, one network, or on a network with the Software working simultaneously on more than the number of workstations specified in the Software License Agreement Addendum, you must license additional copies of the Software. (b) Right to Transfer. You may not lend, rent or lease this Software without the express written consent of DynEd. However, you may transfer this license to use the Software to another party on a permanent basis by transferring this copy of the Licensing Agreement, the original Software, and all documentation. Such transfer of possession terminates your license from DynEd. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software. If you transfer the Software, you must remove from your computer any copy of the Software you may have made and you may not retain any such copies of the Software for your own use. 4. Prohibited Uses. You may not, without written permission from DynEd: (a) Use, copy, modify, merge, or transfer copies of the Software and any accompanying documents except as provided in this Agreement; (b) Disassemble, decompile or "unlock", reverse translate or engineer, or in any manner decode the Software for any reason; or (c) Sublicense the Software. 5. Privacy Policy. To improve study habits, this Software will monitor student's study behavior and will collect data on the study records and habits. The Software will not collect any personal and identifiable information. The data collected will be used solely for the purpose of academic supervision and improving the usage of the Software and will not be used for direct marketing purposes. 6. Limited Warranty. DynEd makes the following limited warranties, for a period of ninety (90) days from the date you acquired the Software from DynEd or its authorized dealer: (a) Media. The optical media or removable devices ("Media") and documentation supplied by DynEd will be free from defects in materials and workmanship under normal use. If the Media or documentation fail to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective Media or documentation to DynEd or its authorized dealer with a dated proof of purchase. (b) Software. The Software contained herein will materially conform to the documentation that accompanies it. If the Software fails to operate in accordance with this warranty, you may, as your sole and exclusive remedy, return all of the Software and documentation to the authorized dealer from whom you acquired it, along with a dated proof of purchase, specifying the problem, and DynEd, at its option, will provide you with either a new version of the Software or a full refund. (c) Warranty Disclaimer. DynEd does not warrant that this Software will meet your requirements or that its operation will be uninterrupted or error-free. DynEd excludes and expressly disclaims all expressed and implied warranties not stated herein, including the implied warranties of merchantability and fitness for a particular purpose. (These warranties give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusion or limitation may not apply to you. In that event such warranties are limited in duration to the warranty period. No warranties apply after that period.) 7. Charges and Taxes. DynEd does not give refunds or credits for any charges or taxes paid. 8. Limitation of Liability. DynEd's liability to you for any losses shall be limited to direct damages and shall not exceed the amount you originally paid for this Software. In no event will DynEd be liable for any special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if DynEd, or its reseller, has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 9. Disclaimer of Liability for Hosting in DynEd Servers. DynEd disclaims all liability for any and all damages, including direct, consequential and incidental damages, arising out of the failure or inability of DynEd to maintain access to the DynEd servers in accordance with this agreement, including, but not limited, losses or damages resulting from the loss of your business, loss of data or service as the result of delays or service interruptions. 10. United States Government Restricted Rights. The enclosed Software and documentation are provided with Restricted Rights. Use, duplication or disclosures by the U.S. Government or any agency or instrumentality thereof is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 C.F.R. 252.227-7013, or in subdivision (c)(1) and (2) of the Commercial Computer Software - Restricted Rights Clause at 48 C.F.R. 52-227-19, as applicable. Contractor Manufacturer is DynEd International, Inc., P.O. Box 50970, Palo Alto, CA 94303. 11. Export Controls. You agree that you will not directly or indirectly transfer the Software or documentation to any country where such transfer would be prohibited by the U.S. Export Administration Act and the regulations issued thereunder. 12. Termination. This license and your right to use this Software automatically terminates if you fail to comply with any provisions of this Agreement, destroy the copies of the Software in your possession, or voluntarily return the Software to DynEd. Upon termination you will destroy all copies of the Software and documentation. 13. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the substantive laws of the state of California. This is the entire agreement between you and DynEd relating to the contents of this package, and supersedes any prior purchase order, communications, advertising or representation concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing and is signed by DynEd. The governing language of this agreement shall be English.