Measuring Up Live® License Agreement By entering into a Purchase Order or Purchase Orders, completing the activation process of any of the programs provided on or through use of the web site of Peoples Education Inc. d/b/a Mastery Education (“Mastery Education”) (individually, the “Program” and collectively, the “Programs”) or first accessing or using any of the Programs, you agree to be bound by all of the terms and conditions of this License Agreement, the Terms and Conditions of Use posted on the web site (the “Terms of Use”) and the Privacy Policy posted on the web site. This License Agreement together with any Purchase Order or Orders entered into by the licensee that has entered into a Purchase Order or Purchase Orders (the “Licensee”), the Terms of Use and the Privacy Policy constitutes a binding agreement on Peoples Education Inc. d/b/a Mastery Education and the Licensee. (Such web site of Mastery Education that provides or makes accessible the Programs hereinafter referred to as the “web site”.) Any individual Purchase Order or multiple Purchase Orders entered into between the Licensee and Mastery Education within a single school year shall be referred to herein, collectively, as Purchase Order. Use of the word Purchase Order herein shall be deemed and construed to include any number of Purchase Orders (whether singular or plural) entered into between the Licensee and Mastery Education within a single school year, as the context requires. Licensee can be a school district licensing the use of the Programs for use by any or all of the Schools (as hereinafter defined) in its district or Licensee can be a School. By clicking “I accept” you affirm and agree that you are at least eighteen years old, that you agree to the terms of this License Agreement, that you are an employee, director or agent of the Licensee, that you have confirmed that the Licensee has agreed to be bound to this License Agreement and that the Licensee has authorized you to enter into this License Agreement. This License Agreement and the Purchase Order represents the entire agreement concerning the Program between the Licensee and Mastery Education, and it supersedes any prior proposal, representation, or understanding between the parties. In the event of any inconsistency between this License Agreement and any terms or conditions set forth in the Purchase Order, this License Agreement shall govern and control. In the event of any inconsistency between this License Agreement and Terms of Use or the Privacy Policy, this License Agreement shall govern and control. Notwithstanding the foregoing, this License Agreement shall govern the specific release of the Programs that was accessed by Licensee and shall supersede all previous License Agreements accepted by Licensee for previous versions of the Programs. 1. License and Ownership. 1.1 The Program, including, without limitation, all content, assessments and software included in the Program and any third party software as incorporated therein, and the accompanying documentation, are subject to copyright and other protections, and are owned by Mastery Education and/or its third party licensors. All intellectual property and proprietary rights in the Programs, including all content, assessments and software contained therein are and shall remain the property of Mastery Education and its third party licensors. Licensee acknowledges that Mastery Education has spent considerable time, effort and funds compiling, preparing, revising, selecting and arranging the Programs and that the Programs constitute valuable intellectual property of Mastery Education and its third party licensors. 1.2 This License Agreement applies to all Mastery Education Programs provided on or through use of the web site, including without limitation, Measuring Up Live®, Measuring Up Insight®, Measuring Up MyQuest®, Measuring Up Reach™, and Measuring Up Item Bank™. The Licensee and its End Users (as hereinafter defined) are solely allowed to use the Programs during the term of this license for educational purposes. 1.3 Programs can be licensed per School Site License as specified in the Purchase Order, in which event the School specified in the Purchase Order shall have a license to use the Programs specified in the Purchase Order to build assessments and print such assessments solely for use by such School’s students, teachers and administrators. Alternatively, or in addition, Programs can be licensed for use for a set number of students specified in the applicable Purchase Order by a School for use by its students or a district for use by one or more of its Schools and the students attending such Schools. “School” means the school entities as identified and reported by each State Department of Education, and a single school may be located in one or more buildings; multiple Schools may be located in a single building. 1.4 The Licensee agrees that with respect to Programs licensed on the basis of a School Site License, the Programs shall be used only in a single School and solely by and for the administrators, teachers and students working at or enrolled at such School. For Programs licensed based on a limited number of users, Licensee agrees that the Programs shall not be used by more than the number of users set forth in the applicable Purchase Order and in the event that Licensee exceeds such number of users, Licensee shall promptly pay the additional fees for such additional users and sites at Mastery Education’s then current rates. During the term of this Agreement and the applicable Purchase Order, the license grant includes the right of Licensee to print limited copies of assessments and student lessons, and store materials in the Programs. 1.5 During the term of the applicable Purchase Order and this Agreement and subject to Licensee paying the applicable fees set forth in the Purchase Order, Mastery Education hereby grants to Licensee, a limited, nonexclusive, internal-use only, non-transferable, non-assignable, non-sublicensable license to use the Programs (i) for the version of the Program licensed hereunder and (ii) for the Schools and/or number of students specified in the Purchase Order. Licensee shall be responsible for limiting the use of the Programs to administrators, teachers and students (and their parents) (the “Users”) of the Schools to the extent permitted in the Purchase Order solely for education purposes and non-commercial uses. Licensee shall be responsible for ensuring that the Users comply with the terms of this License Agreement. 1.6 For purposes of calculating the number of Users with respect to licenses that have limits on the number of students, the right to use the Programs cannot be transferred between students, except in the case of students leaving a School, the right to use the Programs can be transferred to another student moving into the School. 1.7 During the term of this Agreement and the Purchase Order, Licensee has the right to download and print copies of the content, assessments and test results included in or produced by using the Programs solely for use by the Users as limited by the Purchase Order (Print only license may be used for entire site, student licenses may only be used to print for licensed students). During the term of this Agreement and the Purchase Order, Licensee also has the right to use the Program within compatible third-party software applications. Licensee shall be solely responsible for determining the compatibility of the Programs with any third party software applications, and Licensor makes no representations or warranties with respect to the compatibility of the Program or any portion thereof with any third party software application. Except as otherwise set forth in this Section 1.7, Licensee may not save assessment items and/or load them into other learning systems. Licensee shall not use or access the web site or the Programs for the benefit of any third parties (other than its Users) or permit third parties (other than the Users) to access the Programs. Licensee shall not use the Programs for commercial purposes, including, but not limited to the sale of materials from the Programs or bulk reproduction or distribution of the Programs. Licensee shall not forward or disseminate any portion of the Programs, including, through electronic means, such as linking. 1.8 Licensee may not co-brand or authorize any third party to co-brand any of the Programs or the materials contained in the Programs. Licensee may not use the Programs to create or compile, directly or indirectly, a collection, compilation, database or modifications or derivatives of or to the Programs. Licensee may not modify, alter or amend the Programs or any of the content contained in the Programs. Licensee shall not (i) use any robots, spiders, crawlers or other automated downloading programs or devices, including without limitation, to obtain personal information from the Programs or the web site, (ii) search or index any content included in the Programs, or (iii) cause any disruption to the operation of the Programs or the Site. Licensee shall not use the Programs or the Site for any unlawful purpose. 1.9 Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of any components of the Site or the Programs or any software used with respect to the Site or the Programs or otherwise attempt to derive the code of such software. 1.10 Mastery Education reserves the right to terminate this Agreement in the event of a breach of the Agreement by the Licensee or any User that is not cured within ten business days of the delivery of notice. In addition, Mastery Education has the right to immediately suspend providing access to the Programs to Licensee and its Users in the event that Licensee or any User violates any restrictions on the use of the Programs set forth in this License Agreement or if Mastery Education reasonably believes that a third party (other than the Users) is accessing the Programs through Licensee’s account. 1.11 Immediately upon termination of this License Agreement and/or any Purchase Order and/or the expiration of any subscription related thereto, Licensee agrees that it shall not have any rights to print any copies of assessments and student lessons or to store any assessments, student lessons or other materials either in the Programs, in its systems or in connection with any third party software applications. Upon the expiration and termination of this Agreement or a Purchase Order, Licensee shall delete and/or destroy all copies (both electronic and paper copy) of the Programs and all components of the Programs, including, without limitation, all assessments (including, without limitation, assessments built by Users using the Programs) and student lessons. Licensee shall certify to such deletion or destruction upon Licensor’s request. Licensee understands and agrees that any use of the Program or any portion thereof by Licensee following the termination of this License Agreement, any Purchase Order and/or the expiration of any subscription related thereto, whether in hard copy or electronic form, shall be considered an infringement of Licensor’s intellectual property. 2. Fees. 2.1 The fees for the license to the Programs shall be as set forth in the applicable Purchase Order. Licensee shall pay the fees for each term set forth in the applicable Purchase Order, unless otherwise specified in a Purchase Order, prior to accessing the Programs for such applicable term set forth in the Purchase Order. Mastery Education reserves the right, upon 30 days’ notice to Licensee, to prospectively modify charges commencing after any period for which a fixed charge shall have been agreed in writing. Licensee shall be responsible for the payment of all taxes (other than taxes based on Mastery Education’s income) owed with respect to this Agreement or the license or use of the Programs. 3. Passwords. 3.1 Licensee agrees to accept all responsibility for all activities that occur under Licensee’s or its Users’ passwords. Licensee shall use reasonable efforts to maintain the security of its account information and passwords. Licensee shall create an individualized user name for each User and shall be responsible for providing passwords to the Users. Mastery Education shall provide Licensee with a password to access the Programs. Licensee shall be solely responsible for keeping an accurate record of such password and each user name and password assigned to the Users. Licensee agrees not to sell, transfer or assign its password or account or allow third parties (other than Users in accordance with this License Agreement) to use it. Licensee agrees to immediately notify Mastery Education of any unauthorized use of any password or account assigned to Licensee or any other breach of security or confidentiality thereof, and in such event Mastery Education shall have the right, without limitation of any other rights under this License Agreement, at law or in equity, to immediately suspend or terminate any such account or this License Agreement. 4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. 4.1 THE PROGRAMS, DOCUMENTATION AND ALL OTHER SERVICES AND MATERIALS PROVIDED BY MASTERY EDUCATION, INCLUDING ALL CONTENT, FUNCTIONS, SOFTWARE, ASSESSMENTS AND OTHER MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEB SITE OR THE PROGRAMS ARE PROVIDED "AS IS". MASTERY EDUCATION MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, ADEQUACY, ACCURACY OR USEFULNESS OF THE PROGRAMS. MASTERY EDUCATION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEB SITE OR THE PROGRAMS, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILIY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, MASTERY EDUCATION MAKES NO REPRESENTATION OR WARRANTY THAT THE PROGRAMS WILL MEET THE REQUIREMENTS OF LICENSEE, THAT THE PROGRAMS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAMS WILL BE ACCURATE OR RELIABLE, THAT ANY ERRORS IN THE PROGRAMS WILL BE CORRECTED OR THAT THE PROGRAMS WILL BE COMPATIBLE WITH ANY THIRD PARTY SOFTWARE APPLICATIONS. MASTERY EDUCATION MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE WEB SITE, THE PROGRAMS, OR THE CONTENT, FUNCTIONS, SOFTWARE, ASSESSMENTS AND OTHER MATERIALS AND INFORMATION INCLUDED IN THE PROGRAMS OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OR STORING OF PERSONALLY-IDENTIFIABLE INFORMATION ON THE WEB SITE OR THROUGH USE OF THE PROGRAMS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS PROVIDED BY MASTERY EDUCATION, ITS EMPLOYEES OR AGENTS OR REPRESENTATIVES WILL AFFECT THE ABOVE DISCLAIMERS OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that Mastery Education may not as a matter of applicable law disclaim any warranty, the scope and duration of such warranty will be the minimum permitted under such law. 4.2 LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE IS RESPONSIBLE AND LIABLE FOR THE USE OF THE WEB SITE AND THE PROGRAMS BY EACH USER. 4.3 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MASTERY EDUCATION BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE, PERFORMANCE OR CONTENT OF THE WEB SITE OR THE PROGRAMS, WHETHER BASED ON ANY THEORY OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MASTERY EDUCATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MASTERY EDUCATION’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES TO LICENSEE AND ALL USERS EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE TO MASTERY EDUCATION UNDER THIS AGREEMENT. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MASTERY EDUCATION’S AGGREGATE LIABILITY FOR ANY CLAIM EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE TO MASTERY EDUCATION DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH CLAIM FOR DAMAGES AROSE. 4.4 THE LIMITATION OF LIABILITY SET FORTH IN SECTION 4 SHALL NOT APPLY TO ANY LICENSEE TO THE EXTENT PROHIBITED OR UNENFORCEABLE BY LAW WITH RESPECT TO SUCH LICENSEE. 4.5 No action hereunder, regardless of form, may be brought by Licensee more than one year after the event claimed to have given rise to the claim. 5. INFORMATION AND SECURITY 5.1 All information and data concerning Licensee (other than aggregated data that is not identified to Licensee) and personally-identifiable information concerning Users (collectively, “User Data”) shall belong to Licensee and shall be considered confidential information of Licensee subject to the terms and conditions of this Agreement. Licensee assumes sole responsibility for (a) providing notice to the extent required under applicable laws and regulations in connection with the collection, use and disclosure of personally-identifiable information from Users, including in connection with providing such information to Licensee, and (b) establishing and maintaining reasonable procedures to protect the confidentiality, security and integrity of such personally-identifiable information. 5.2 Mastery Education shall use reasonable procedures to maintain the confidentiality of the User Data. Mastery Education has the right to and to have third parties use, host and maintain the User Data in connection with providing the Programs to Licensee and the Users. Mastery Education has the right to use and to provide to third parties aggregated data (that is not personally-identifiable) developed or derived from the User Data in connection with research and the development of improved, revised or new products and services. Mastery Education acting itself or through its authorized agents and representatives, may utilize all results of assessments, research, use of the system, and statements, comments, or feedback received from teachers, administrators and students arising from or relating to the use of the Programs. This permission extends to any medium or means of communication, for purposes of government filings and certifications, legal compliance, product improvement and development, professional education and training, marketing and demonstration. No attribution of any statement or data shall be made to any individual or to Licensee without that individual’s or Licensee‘s prior written consent, but no consent shall be required for use of any such information that is not personally-identifiable information. Notwithstanding the foregoing, Mastery Education shall not disclose any personally-identifiable information about students to any third party except as necessary in connection with providing the Programs to such students or as required by law or court order. 5.3 Mastery Education acknowledges that in connection with Licensee’s use of the Programs, personally-identifiable information about students may be disclosed to Mastery Education. The Family Educational Rights and Privacy Act and the regulations thereunder, as may be amended from time to time (collectively, “FERPA”) impose obligations and restrictions on “educational institutions or agencies” (such as Licensee), including, without limitation, with respect to the handling and disclosure of personally identifiable information contained in educational records. Mastery Education agrees that it will comply with the requirements of FERPA concerning the confidentiality and release of such personally-identifiable information. In addition, Master Education agrees that with respect to personal information from children under the age of thirteen it will comply with the requirements of the Children’s Online Privacy Protection Act (COPPA). Mastery Education agrees that under applicable law, officers, employees and agents of Mastery Education who access such personally-identifiable information may use such data only for the purposes for which such data has been made available to Mastery Education and Mastery Education shall only use such personally-identifiable information in connection with providing the Programs to Licensee and Users. With respect to any such personally identifiable information, Licensee hereby: (1) acknowledges and agrees that Mastery Education can rely, is relying and will continue to rely on Licensee’s full compliance with the applicable obligations imposed by FERPA, as such obligations may be amended or modified from time to time; and (2) to the extent not prohibited by applicable law, expressly waives and releases Mastery Education from and against any and all claims, actions, damages and liability arising in connection with Licensee’s provision of such data to Mastery Education (and any required consents in connection therewith) and Mastery Education’s receipt and use of such data on behalf of Licensee in accordance with the provisions of this License Agreement. Licensee represents and warrants that with respect to all information provided to Mastery Education it has complied with all requirements under FERPA and COPPA applicable to Licensee and that Licensee has obtained all required parental consents in accordance with COPPA that are needed to provide such information to Mastery Education. 5.4 User Data (other than aggregated data that includes User Data) is owned by Licensee and shall be used by Mastery Education solely in connection with providing the Programs to Licensee and the Users. Personally-identifiable User Data is protected utilizing various security protection methodologies, including secure socket layer (SSL) certification for the Measuring Up Live web site pages as well as data encryption. 5.5 Upon termination of this Agreement or any Purchase Order, Mastery Education shall maintain the User Data for thirty days and after such thirty day period Mastery Education shall delete all User Data (other than aggregated data or data that is not personally-identifiable to Licensee or the Users). User Data (other than aggregated data or data that is not personally-identifiable to Licensee or the Users) can always be purged from the system at any time (during the term or after) within ten (10) business days of a written request by Licensee. 5.6 Mastery Education agrees to use commercially reasonable efforts to maintain the confidentiality of Licensee confidential information that is disclosed to Licensor, and to use such Licensee confidential information solely for purposes of providing the Programs to Licensee. Licensor shall require its employees, agents and subcontractors performing work hereunder to do likewise. For purposes of this Section, "Licensee confidential information" shall mean any User Data or any other Licensee information or data labeled or identified as confidential at the time of disclosure, provided, however, that this definition and the obligations of this Section shall not extend to any information that: (a) is or becomes publicly known through no fault or negligence of Mastery Education; (b) is or becomes lawfully available from a third party without restriction; (c) is independently developed by or on behalf of or for the benefit of Mastery Education or is provided to Mastery Education by a third party not under an obligation of confidentiality to Mastery Education; (d) is included in aggregated data that is not personally-identifiable; or (e) is required to be disclosed by law or court order. 6. Trademarks. Measuring Up Live®, Measuring Up Insight®, Measuring Up MyQuest®, Measuring Up Reach™, and Measuring Up Item Bank™ and associated marks, names and logos are trademarks of Mastery Education. No right, title, license, or interest to such trademarks is granted hereunder, and Licensee agrees that no such right, title, license, or interest shall be asserted by Licensee with respect to such trademarks. Licensee agrees that it will not use Mastery Education or its licensors’ names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without Mastery Education’s prior written consent. Licensee shall inform Mastery Education promptly in writing of any alleged infringement of its or its licensors’ rights and of any evidence thereof. 7. Indemnity. To the extent permitted by law, Licensee will, at its own expense, indemnify, defend and hold harmless Mastery Education, its affiliates and licensors, and their respective directors, officers, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorney’s fees) based on a claim arising from or relating to this License Agreement or Licensee’s or any and all of the Users’ use of the Program. 8. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. 9. No Waiver. The failure of either party to enforce any rights granted hereunder or take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 10. Export Restrictions. Licensee may not export or re-export the Program, except as authorized by United States law and as consistent with the terms of this License Agreement. In particular, the Program, including any third party software as incorporated therein, may not be exported or re-exported into any country embargoed by the United States or be allowed to be accessed by anyone on the U.S. Treasury Department's list of Specially Designated Nationals or by any one that is a “Denied Person” within the meaning of the United States Export Administration Regulations (“EAR”). If Licensee or any User becomes a Denied Person within the meaning of the EAR, Licensee shall immediately notify Mastery Education in writing of such status and, if Licensee, this Agreement and Licensee’s right to use the Programs shall immediately terminate, and if a User, such User’s access to the Programs shall be immediately terminated. 11. MISCELLANEOUS 11.1 This License Agreement and the applicable Purchase Orders constitutes the complete agreement of the parties with respect to the Programs licensed pursuant to this License Agreement and supersedes any prior agreements entered into with respect to such Programs. Neither party has relied upon any representation, express or implied, not contained in this License Agreement. This License Agreement may not be amended or modified, in whole or in part except by a writing signed by both parties hereto. There are no promises, covenants or undertakings other than those expressly set forth herein. 11.2 Licensee may not assign its rights and/or delegate its obligations under this Agreement without the prior written consent of Mastery Education, and any purported assignment or delegation in contravention of this provision shall be null and void. 11.3 This Agreement and all claims arising out of or relating to this Agreement shall be governed by and construed in accordance with applicable federal laws and the laws of the State of New Jersey, without giving effect to its conflicts of laws provisions. 11.4 Exclusive jurisdiction of all disputes hereunder shall lie in the federal and state courts in the State of New Jersey, to which the parties submit and waive any and all rights to claim inconvenient forum or immunity. 11.5 If any provision of this Agreement is held to be unenforceable, all other provisions shall nevertheless continue in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible affect the parties’ intent. 11.6 All notices required by this Agreement shall be in writing and sent to the respective parties by email or facsimile at the following email address or number: to Licensee: (the number listed in Client Maintenance) to Licensor: cs@masteryeducation.com or (201) 712-0090 or by overnight courier service to the address set forth in the Purchase Order, or to such other number or address as the party receiving notice shall have previously designated. 11.7 Mastery Education’s performance under the Agreement is subject to interruption and delay without liability due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like. 11.8 Licensee warrants that all necessary authorization for Licensee to enter into this License Agreement has been made.