Subscription Program and End User License Agreement

This Subscription Program and End User License Agreement ("Agreement") is an agreement between TeachTown, Inc. ("TeachTown") and you. TeachTown offers the TeachTown Subscription Program that enables end users to utilize the TeachTown software (the "Software") through an online offering (the "Service"). The Service will be hosted in part at (the "TeachTown Site").

This Agreement applies to your use of the Software (including any third party software, images and other content therein) and the Service as well as to any new versions, updates, supplements and support services TeachTown makes available for the Service and/or Software. By using the Service and/or the Software, you accept these terms. If you do not accept them, you may not use the Service or the Software. As described below, using the Software also operates as your consent to the transmission of certain standard computer information for Internet-based services.

1. License. TeachTown grants you the following non-exclusive, non-transferable, non-sublicensable, limited and terminablerights during the Term of this Agreement (as defined below) throughout the Territory (as defined below) to use the Service and the Software pursuant to the terms and condition of this Agreement:

1.1 Service. You may access and use the Service by logging on with the user name and password which you have selected and which has been activated by TeachTown ("Logon"). The license granted hereby is limited to your use of the Service solely for non-commercial educational purposes. You may remotely access, view, and interact with the Service (and related software applications) through the Internet in the Territory.

1.2 Software. You may install and use the Software on your personal computer and portable computer devices for your use in accordance with this Agreement. The components of the Software are licensed as a single unit. You may not separate the components and install them on different devices.

1.3 Territory. The territory of this Agreement (the "Territory") shall be the entire world.

1.4 Documentation. You may copy the Software documentation that we provide to you, if any, in connection with the Software for your personal reference purposes.

1.5 Photos, Clip Art, Sounds and other Media Elements and Templates. You may not copy, print and/or use photographic or other images, clip art, animations, sounds, music, shapes, video clips and templates ("Media Elements") provided with the Software for your personal use or distribute those Media Elements outside of the Software unless expressly permitted by the Software in connection with exercises applicable to a student. Any and all rights to such permitted copies shall be owned by TeachTown and you shall have the right to use them only with the applicable student and in accordance with any instructions in the Software.

2. Term and Termination.

2.1 The Term of this Agreement shall commence upon the date that you download the Software (the "Effective Date") and shall continue in perpetuity unless terminated as set forth herein.

2.2 The Term of this Agreement shall terminate automatically without notice to you upon your breach of any term in this Agreement or any other TeachTown policy related to use of the Software or the Service.

2.3 Upon termination of this Agreement: (i) all rights and licenses granted by TeachTown hereunder will automatically terminate (ii) you will immediately cease using the Software, Media Elements or any component thereof and (iii) you will immediately return to TeachTown or destroy any and all copies of the Software and Media Elements that are still in your possession. TeachTown shall have the right to retain all data and information provided by you in connection with your use of the Software and the Service solely for TeachTown,s internal archival use. Your Logon will not allow you to use the Service after termination.

3. Feedback. From time to time, you may agree to give feedback about the Service or the Software to TeachTown including, but not limited to, providing information regarding usability and bug reports. All feedback made by you shall be the property of TeachTown and shall be TeachTown Confidential Information that is subject to the obligations set forth in Section 8 below. TeachTown may use, share and commercialize the feedback in any way and for any purpose without your permission or compensation to you.

4. Password. The password you use in connection with the Software is personal to and may only be used by you. No other user has the right to use that password. You agree to keep that password secret, and not disclose it to any other person.

5. Restrictions. You agree not to copy, modify, sublicense, distribute, market, transfer, reverse engineer, reverse compile or otherwise attempt to gain access to elements of the Software or Service not made evident through the normal user interface, or otherwise use the Service, Software, and related documentation other than as expressly authorized by this Agreement. You will not remove or conceal from view any copyright, trademark, or confidentiality notices appearing on or in the Software and the Service and/or documentation or on any output generated by the Software and the Service. You will comply at all times with all applicable export laws and restrictions applicable to the Software. You acknowledge that, as between you and TeachTown, TeachTown retains exclusive right, title, and interest in and to the Software and the Service, data files, code and technical documentation, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software Service or any samples or features or information therein, except as specifically stated herein. All rights not expressly granted are reserved to TeachTown.

6. Consent to Internet-based Services. The Software contains features that connect to the TeachTown Site. In most cases, you will not receive a separate notice when they connect. By using the Software, you consent to the transmission of this information. (i) The Software uses Internet protocols that send your login and password to verify your identity, and other data you enter during your use of the Service back to the TeachTown Site. These protocols are to ensure that you are a properly licensed user of the Software. (ii) The Software also contains an update feature that can obtain appropriate Software updates and related new content and install them on your computer. When this occurs these features send to TeachTown the type of operating system, version of the Software you are using and type of browser you are using. This feature is to ensure that you are receiving updated content as appropriate to maximize your experience with the Software. (iii) The Software and the Service also contain features that communicate certain information about the student using the Software to TeachTown. This enables us to record and process that information to provide the user with aggregated information about the student, such as that student,s developmental progress. We may sometimes use this information, in an aggregated non-personal form, to assist us in updating and modifying, or to provide reports or information about, our products and services.

7. Data Sharing; Data Privacy; and Usage and Loss of Data.

7.1 Right to Share Data. You warrant to TeachTown that you have the right and authority to use, to provide to TeachTown, and to grant TeachTown the right to maintain and incorporate into summary reports, all data and information that you provide to TeachTown during your use of the Service and the Software, including but not limited to information related to any student whose use of the Service and the Software you oversee. You agree further that, except as prohibited by applicable law, TeachTown shall own all such data and information. TeachTown shall provide a copy of such information and data to you if required by applicable law.

7.2 Data Privacy.

7.2.1. To the extent that you are an agent, representative, or employee of an educational institution ("School") subject to the restrictions of the Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232(g)) and the regulations thereunder (34 CFR Part 99), as may be amended from time to time (collectively, "FERPA"), you are subject to obligations and restrictions with respect to the handling and disclosure of personally identifiable information contained in the educational records of students that you maintain or that the School with which you are affiliated maintains regarding its students, with respect to any data that may be accessed, obtained, received, extracted or otherwise used by TeachTown (or which may be disclosed in any manner to TeachTown by or on behalf of you or your School), in individualized or aggregate form, in connection with the School,s use of the Service and Software, in whole or in part, pursuant to Agreement. On behalf of yourself and your School, you hereby: (1) acknowledge and agree that, as part of the Software and Service provided by TeachTown for School from time to time, TeachTown may have access to, or may otherwise obtain, extract or receive, School,s data that may include data subject to FERPA,s requirements; and (2) TeachTown can rely, is relying and will continue to rely on School,s full compliance with the applicable obligations imposed by FERPA, as any such obligations may be amended or modified from time to time.

7.2.2. To the extent that you are a Covered Entity within the meaning of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the following provisions shall govern the consequent designation of TeachTown as your business associate and shall apply when TeachTown acquires any information in the course of its duties under the Agreement that is Protected Health Information (PHI) received from, or created or received by TeachTown on your behalf under the HIPAA Privacy Rule.

7.2.3. Capitalized terms used, but not defined, in this Agreement shall have the same meaning as in 45 CFR § § 160.103 and 164.501. Capitalized terms used herein but not defined herein or in 45 CFR § § 160.103 and 164.501 shall have the meanings given to them in the Agreement. Unless otherwise stated, a reference to a "Section" is to a section of this Agreement. All definitions are equally applicable to plural and singular defined terms. A reference in this Agreement to a section in the HIPAA Privacy Rules means the section as in effect or as amended.

7.2.4. Permitted Use or Disclosure of PHI by TeachTown. TeachTown may not use or disclose PHI except as follows:

(a) Except as otherwise limited in this Agreement, TeachTown may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or disclosure would not violate the HIPAA Privacy Rule if made by Covered Entity.

(b) TeachTown may use PHI as necessary for the proper management and administration of its business or to carry out its legal responsibilities.

(c) TeachTown may disclose PHI if disclosure is required by law.

(d) TeachTown may disclose PHI if TeachTown obtains reasonable assurances that the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed; and any person to whom the PHI is disclosed notifies TeachTown of any instances of which it is aware in which the confidentiality of the information has been breached.

(e) TeachTown may provide Data Aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B).

7.2.5. Obligations of TeachTown Relating to Covered Entity,s PHI:

(a) TeachTown will use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this Agreement.

(b) TeachTown will report to Covered Entity any impermissible use or disclosure of PHI of which it becomes aware.

(c) TeachTown will require its agents or subcontractors, if any, to whom it provides PHI to agree to the same conditions that are applicable to TeachTown,s use or disclosure of PHI under this Agreement.

(d) TeachTown will do the following in accordance with the HIPAA Privacy Rules:

(i) Make PHI about an individual available to that individual on request.

(ii) Make PHI available for amendment and incorporate any amendments, on request.

(iii) Document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

(iv) Provide to Covered Entity, in the time and manner reasonably requested by Covered Entity and subject to any applicable extra charge, information collected in accordance within Section Obligations of TeachTown Relating to Covered Entity,s PHI of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

(v) Make its internal policies and procedures, and the requesting Covered Entity,s records relating to the use and disclosure of PHI available to Covered Entity or, at Covered Entity,s request, to the U.S. Department of Health and Human Services for purposes of determining compliance.

(vi) At the termination of the Service Agreement, TeachTown will if feasible, return to Covered Entity or destroy all PHI received from, or created or received by TeachTown on behalf of, Covered Entity that TeachTown still maintains in any form and retain no copies; or if return or destruction is not feasible, extend the protections of this Business Associate Agreement to the PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible.

7.2.6. Obligations of Covered Entity Relating to TeachTown,s Use of Covered Entity,s PHI

(a) Covered Entity shall provide TeachTown with a copy of the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice.

(b) Covered Entity shall provide TeachTown with any changes in, or revocation of, permission by any Individual to use or disclose PHI, if such changes affect TeachTown,s permitted or required uses and disclosures.

(c) Covered Entity shall notify TeachTown of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522.

(d) Covered Entity shall not request TeachTown to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy Rules if done by Covered Entity, except as provided by Section titled Permitted Use or Disclosure of PHI by TeachTown of this Agreement.

7.2.7. Upon termination of this Agreement for any reason, TeachTown shall return or destroy all PHI received from Covered Entity, or created or received by TeachTown on behalf of Covered Entity within ten (10) years of its receipt by TeachTown; or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with this Agreement. Upon Covered Entity,s knowledge of a material breach by TeachTown, Covered Entity shall provide an opportunity for TeachTown to cure the breach or end the violation within thirty (30) days, and may terminate this Agreement if TeachTown does not cure the breach or end the violation within the time permitted. This Section 7.2.7 shall also apply to PHI that is in the possession of subcontractors or agents of TeachTown. TeachTown shall retain no copies of the PHI, except as provided in this Section 7.2.7. In the event that TeachTown determines that returning or destroying the PHI is infeasible, TeachTown shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of PHI is infeasible, TeachTown shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as TeachTown maintains such PHI.

7.3 Usage and Loss of Data. TeachTown will not be responsible for any loss of data you provide to TeachTown via the Service or its inability, for any reason, to use that data, incorporate it into summary or other reports, or provide all or any portion of that data back to you. You expressly waive and release TeachTown from and against any and all claims, actions, damages and liability arising out of or in connection with your data, including, without limitation, TeachTown,s access to, receipt of, use of, or loss of your data,s wilful .

8. Confidentiality. The Software and the Service, including the user interface, features, components, documentation and any feedback provided by you or others, is confidential and proprietary to TeachTown and its suppliers ("Confidential Information"). You may not disclose TeachTown Confidential Information to third parties without TeachTown,s prior written consent. You may disclose TeachTown Confidential Information in response to a judicial or governmental order provided that you must first give written notice to TeachTown to allow it to seek a protective order or otherwise protect the information. TeachTown Confidential information does not include information that: (i) becomes publicly known through no wrongful act; (ii) you received from a third party who did not breach confidentiality obligations to TeachTown or its suppliers; or (iii) you developed independently. You agree to maintain the confidentiality of all data and information provided to you via the Service with respect to a student,s intellectual development, and not disclose such information unless permitted to do so by the student,s legal guardian.

9. Indemnification. You agree to indemnify, hold harmless, and defend TeachTown and its officers, directors, employees, and agents (the "TeachTown Indemnified Parties") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation reasonable attorney,s fees and court costs) arising out of or as a result of any breach by you of this Agreement, arising out of or in any way related to the use or disclosure by the TeachTown Indemnified Parties of any PHI provided that such use of disclosure is made in accordance with the terms of this Agreement, or otherwise related to your use of the Software or the Service.

10. DISCLAIMER OF WARRANTY. You understand that the Software and Service may not accurately process the data you provide about yourself or the student you,re working with, and the reports provided through the Software or the Service, if any, may not be accurate. TeachTown is not obligated to update or modify, in any manner, this or any later version of the Software or the Service. Furthermore, TeachTown is not responsible to provide any support to you in connection with your use of the Software or the Service. To the maximum extent permitted by applicable law, TeachTown and its suppliers provide the Service, and any technical advice or support services related thereto, AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of non-infringement, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the Service and the provision of or failure to provide technical or other support services.

11. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES. To the extent such limitations are permissible under applicable law, you can recover from TeachTown and its suppliers only direct damages equal to the greater of (i) the amount you paid for shipping and handling of the software, or (ii) up to US $5.00. To the extent permitted by applicable law, TeachTown will not be liable for any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to anything related to the Software and the Service and the provision of or failure to provide technical or other support services, and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

12. Entire Agreement. This Agreement is the entire agreement for the Service and the Software and any support services. Notwithstanding the foregoing, you acknowledge that TeachTown is relying on representations made by you when you established, or that you will make when you establish, your account with TeachTown for the Service regarding your right to access data and information about children whose use of the Software you oversee. If any provision of this Agreement is held to be invalid, such invalidity shall not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

13. Applicable Law and Jurisdiction. The rights and obligations of the parties shall be governed by, and this Agreement shall be construed and enforced in accordance with, the laws of the State of Washington, excluding any rules that would apply the law of another jurisdiction. The parties hereto consent to the personal jurisdiction and the exclusive venue of all federal and state courts in state of Massachusetts, for hearing all disputes under this Agreement.