LICENSE AGREEMENT FOR ePALS SOFTWARE AND SERVICES

IMPORTANT - READ CAREFULLY: This ePALS End User License Agreement ("EULA") is a legal agreement between You (either an individual person or a single legal entity, who will be referred to in this EULA as "You")) and ePALS Classroom Exchange, Inc. ("ePALS") for the ePALS Software that accompanies this EULA and any ePALS services you access or use in connection therewith, including any associated media, printed materials and electronic documentation (the "Software"). The Software also includes any software updates, add-on components, web services and/or supplements that ePALS may provide to You or make available to You after the date You obtain Your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software or any ePALS services or by clicking the "YES" button below, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, click "NO" and do not install, access or use the Software; instead, You should return it to ePALS.

  1. License. The Software is protected by intellectual property laws and treaties. The Software is licensed, not sold. Subject to the terms and conditions hereof, ePALS hereby grants You a limited, nonexclusive, nonsublicensable, nontransferable right to install and use the number of copies of the Software and associated accounts permitted in the invoice accompanying the Software, solely for internal purposes, and to access the ePALS services identified in the invoice accompanying the Software. You may make one (1) copy of the Software for backup and archival purposes only.
  2. Restrictions. In addition to those prohibitions contained elsewhere herein, You will not: (i) rent, lease, loan, sell, timeshare, copy (except as permitted above), or distribute the Software in whole or in part; (ii) use the Software or any portion as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution; (iii) remove, alter, obfuscate, and/or otherwise deface any ePALS trademarks or copyright notices appearing as part of the Software; and/or (iv) adapt, alter, modify, decompile, disassemble, reverse engineer or emulate the functionality of, and/or create derivative works of the Software. Nothing in this Agreement shall be construed to give You a right to use, or otherwise obtain access to, any source code from which the Software is compiled or interpreted. Except as expressly provided by the EULA, no other licenses or rights (including rights to maintenance or updates) are granted, expressly, or by implication or estoppel.
  3. Your Obligations; ePALS' Remedies. You shall take all reasonable steps to protect the Software from unauthorized access, copying or use. You shall undertake all measures necessary to ensure that Your use of the Software complies in all respects with applicable laws, statutes, rules and regulations promulgated by authorities having jurisdiction over Your use of the Software. You acknowledge and agree that any illegal or unauthorized use of the Software would result in irreparable injury to ePALS for which money damages would be inadequate and in such event ePALS shall have the right, in addition to other remedies available at law and in equity, to immediately obtain, to the extent permissible, injunctive relief to prevent any such unauthorized use. Nothing contained in this Section 3 or elsewhere herein shall be construed to limit remedies or relief available pursuant to statutory or other claims that ePALS may have under separate legal authority.
  4. Limited Warranty. ePALS warrants that the software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. ePALS' and its suppliers' entire liability and Your exclusive remedy for breach of the foregoing warranty shall be, at ePALS' option, from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software, or (b) repair or replacement of the Software that does not meet this Limited Warranty and that is returned to ePALS with a copy of Your receipt. You will receive the remedy elected by ePALS without charge, except that You are responsible for any expenses You may incur (e.g., cost of shipping). This warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or virus. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.

    Except for the limited warranty expressly provided above, the software has been provided by epals solely "as is," and without warranty by epals and/or any of its licensors of any kind, and, to the maximum extent allowed by applicable law, epals and/or any of its licensors expressly disclaim all warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and any warranty of noninfringement. There is no warranty that the functions contained in the software will meet your requirements, that the use thereof will be error-free or that the software is free of viruses or other harmful components. Epals and/or any of its licensors do not warrant, guarantee, or make any representations regarding the use or the results of the use of the software with respect to its performance, accuracy, reliability, security capability, currentness or otherwise. No oral or written information or advice given by any person shall create a warranty in any way whatsoever relating to epals and/or any of its licensors. The exclusion of implied warranties is not permitted by some jurisdictions and thus, the above exclusion may not apply to you.

  5. Further Limitation of Liability. You assume total responsibility for the use of the software and use same at your own risk. Epals exercises no control over and has no responsibility whatsoever for actions taken on the internet and epals expressly disclaims any responsibility for such actions. You acknowledge to and for epals' benefit and the benefit of its directors, employees, licensors, and agents ("agents") that the software may contain bugs and is not designed or intended for use in mission critical environments requiring fail-safe performance.

    You are entirely responsible for maintaining the confidentiality of your passwords and accounts and are responsible for any and all activities which occur under your account. You agree to indemnify, defend and hold harmless epals, its licensors and its agents from and against any liability or expense arising from such use or misuse. You agree to notify epals immediately of any unauthorized use of your account or any other breach of security known to you.

    In no event will ePALS or its agents be liable to you for any consequential, incidental or special damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the software, even if epals and/or its agents have been advised of the possibility of such damages. Because some jurisdicitons do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. To the extent as applied in a particular circumstance any disclaimer or limitation on damages or liability set forth herein is wholly prohibited by applicable law, then epals shall be entitled to the maximum disclaimers and/or limitations on damages and liability available at law or in equity by such applicable law in such particular circumstance. Notwithstanding any contrary provisions, in no event shall epals liability to you or any person exceed, in the aggregate, the sums paid by you to epals for use of the software.

  6. Term. This EULA commences on the date You first install a copy of this Software and ends one (1) year thereafter, unless earlier terminated as provided herein. You cannot use the Software after this EULA expires unless You renew or extend this EULA. ePALS may provide You with prior written notice of the expiration of this EULA and the opportunity to renew or extend it. Provided that You are in compliance with all of the terms of this EULA, You may renew or extend this EULA by completing a renewal form and submitting same to ePALS for acceptance by ePALS and paying the necessary renewal fees. By renewing or extending this EULA, You will be entitled to continue to use the Software for a specified period of time beyond the date this EULA would have otherwise ended. All the terms and conditions of this EULA will continue to apply to Your use of the Software during any subsequent renewal periods unless otherwise specified. This EULA is subject to immediate termination, without notice from ePALS, if You breach any provision of this EULA; provided that if such termination without notice is expressly prohibited by applicable law, then such termination shall occur based upon notice from ePALS in the event of any breach. Upon notice from ePALS that this EULA has been terminated, Your account with ePALS will be terminated and You will have no further right to access or use the Software, and You shall destroy all materials obtained by using while accessing or using the Software and all copies thereof. The respective rights and obligations of You and ePALS under the provisions of Sections 2-13 shall survive termination of this EULA.
  7. U.S. Government Restricted Rights. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.s. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
  8. Export Restrictions. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
  9. Miscellaneous Provisions. If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this EULA shall continue in full force and effect. Except as expressly set forth herein, this EULA may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by ePALS's CEO or such other person designated in writing by one of the foregoing ("ePALS Designated Officer"). No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by a ePALS Designated Officer. This EULA will bind and inure to the benefit of each party's successors and assigns, provided that You may not assign or transfer this EULA, in whole or in part, without the prior written consent of a ePALS Designated Officer. This EULA represents the entire agreement between You and ePALS relating to the Software and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between You and ePALS relating to the Software.
  10. Intellectual Property Notices. The Software contains and/or embodies copyrighted material, trade secrets, patented inventions and other intellectual property of ePALS. All title and ownership rights in the Software remain with ePALS and its licensors, as applicable. Copyright (c) 1998-2005 ePALS Classroom Exchange, Inc. All rights reserved. The Software and its use may be covered by one or more U.S. and foreign patents. Additional U.S. and foreign patents are pending. ePALStm, SchoolMailtm, SafeBrowsertm, Classroom Exchangetm, eMentoringtm and the ePALS and SchoolMail logos are trademarks or registered trademarks in the U.S. and other countries of ePALS Classroom Exchange, Inc., and are used by You under license. All other trademarks and registered trademarks are the property of their respective owners.
  11. Acceptable Use Policy. By using the Software and any ePALS services, You agree to comply with the ePals Acceptable Use Policy, which can be accessed at http://www.epals.com/legal/aup/. This Policy may be updated from time to time by ePALS in its discretion, so you should check the policy for updates.
  12. Applicable Law. This EULA shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. In respect of any dispute which may arise hereunder, You consent to the jurisdiction of the federal and state courts sitting in Virginia. If You acquired the Software outside the United States, then local law may apply.
  13. ePALS Contact. If You have any questions regarding this EULA, or if You would like to contact ePALS for any other reason, please call (703)-885-3400, fax 703 885-3490, write to ePals, Inc., 13625-A Dulles Technology Drive, Herndon, VA 20171 Attn: Legal Department, or visit our website at http://www.epals.com