THIS PRODUCT (THE "PRODUCT") CONTAINS PROPRIETARY SOFTWARE, DATA AND INFORMATION (INCLUDING DOCUMENTATION) OWNED BY LearnKey, Inc. ("LEARNKEY") AND ITS LICENSORS. YOUR RIGHT TO USE THE PRODUCT IS GOVERNED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

LICENSE: Throughout this License Agreement, "you" shall mean either the individual or the entity whose agent ordered this Product. You are granted a limited, non-exclusive and non-transferable license to use the Product subject to the following terms:

          (i)         If you have licensed a single user version of the Product, the Product may only be used on a single computer (i.e., a single CPU). If you licensed and paid the fee applicable to a use on a local area network or wide area network, you are subject to the terms of the following subparagraph (ii).

          (ii)        If you have licensed the Product for use on a local area network, you may use the Product on unlimited workstations located in a single building selected by you that is served by such local area network. If you have licensed the Product for use on a wide area network, you may use the Product on unlimited workstations located in multiple buildings on the same site selected by you that is served by such wide area network; provided, however, that any building will not be considered located in the same site if it is more than five (5) miles away from any building included in such site. In addition, you may only use a local area or wide area network version of the Product on a single server. If you wish to use the Product on more than one server, you must obtain written authorization from LearnKey and pay additional fees.

          (iii)      You may make one copy of the Product for back-up purposes only and you must maintain an accurate record as to the location of the back-up at all times.

PROPRIETARY RIGHTS; RESTRICTIONS ON USE AND TRANSFER: All rights (including patent and copyright) in and to the Product are owned by LaernKey and its licensors. You may not use, copy, decompile, disassemble, reverse engineer, modify, reproduce, create derivative works, transmit, distribute, sublicense, store in a database or retrieval system of any kind, rent or transfer the Product, or any portion thereof, in any form or by any means (including electronically or otherwise) except as expressly provided for in this License Agreement. You must reproduce the copyright notices, trademark notices, legends and logos of LearnKey and its licensors that appear on the Product on the back-up copy of the Product which you are permitted to make hereunder. All rights in the Product not expressly granted herein are reserved by LearnKey and its licensors.

TERM: This License Agreement is effective until terminated. It will terminate if you fail to comply with any term or condition of this License Agreement. Upon termination, you are obligated to purge and destroy all copies of the Product included in any and all systems, servers and facilities.

DISCLAIMER OF WARRANTY: THE PRODUCT AND THE BACK-UP COPY OF THE PRODUCT ARE LICENSED "AS IS". LEARNKEY AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM USE OF THE PRODUCT AND/OR ANY INFORMATION OR DATA INCLUDED THEREIN. LEARNKEY AND ITS LICENSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE PRODUCT AND/OR ANY INFORMATION OR DATA INCLUDED THEREIN. IN ADDITION, LEARNKEY AND ITS LICENSORS MAKE NO WARRANTY REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE PRODUCT AND/OR ANY INFORMATION OR DATA INCLUDED THEREIN. NEITHER LEARNKEY NOR ANY OF ITS LICENSORS WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. McGraw-Hill/Osborne and its licensors make no guarantee that you will pass any certification exam by using this product.

LIMITATION OF LIABILITY: NEITHER LEARNKEY NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, SUCH AS BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCT EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE ARISES IN CONTRACT, TORT, OR OTHERWISE. Some states do not allow the exclusion or limitation of indirect, special or consequential damages, so the above limitation may not apply to you.

U.S. GOVERNMENT RESTRICTED RIGHTS. If the Product is acquired by or for the U.S. Government then it is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.227- 19. The contractor/manufacturer is LearnKey, Inc. 1845 W. Sunset Blvd, St. George, UT, 84770.

GENERAL: This License Agreement constitutes the entire agreement between the parties relating to the Product. The terms of any Purchase Order shall have no effect on the terms of this License Agreement. Failure of LearnKey to insist at any time on strict compliance with this License Agreement shall not constitute a waiver of any rights under this License Agreement. This License Agreement shall be construed and governed in accordance with the laws of the State of New York. If any provision of this License Agreement is held to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.