STUDENT AGREEMENT
PLEASE READ THIS STUDENT AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE.  BY USING THE SOFTWARE, THE UNDERSIGNED AGREES TO BE BOUND BY THE TERMS OF THIS STUDENT AGREEMENT.

1. Student Agreement. The undersigned student, or the parent or guardian of Student if Student is a minor (“Student”), hereby applies to ___Passport Learning, LLC___ (the “Center”) to use the software provided to Student by the Center or its agent as indicated on the Software Order Form attached as Appendix A hereto, whether on disk in read only memory, or on any other media, and the related documentation and fonts (collectively the “Software”) for use on Student’s personal computer, but only if Student complies with the policies and procedures then established by Passport Learning, LLC (“Passport Learning”), including without limitation compliance with Section 2 hereof, or on Center’s personal computers.  Student acknowledges and agrees that he or she shall not:  (a) own the Software because of this Student Agreement; (b) transfer his or her license rights in the Software or this Student Agreement to another party without the prior written consent of the Center; (c) decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form; (d) copy, sell, encumber, modify, network, rent, lease, loan, distribute or create derivative works based upon the Software in whole or in part; (e) electronically transmit the Software from one computer to another or over a network; and (f) disclose any passwords for utilization of modules of the Software.
   
   
2. Payment to Passport Learning, LLC.  Before Student may use the Software, Student agrees to pay Passport Learning the amount specified on the Software Order Form.  Student acknowledges and agrees that Passport Learning is providing the right to Student to use the Software for Student’s educational benefit and is a third party beneficiary of this Student Agreement.  In the event Student or parent desires to submit an substitute Software Order Form for additional Software licenses, Student shall be bound by the terms and conditions of the Software Order Form (including any revised prices for such Software licenses) provided by Passport Learning and in effect at the time of such subsequent execution, subject also to the terms of this Agreement.
   
   
3. Termination.  This Student Agreement is effective until terminated.  Student may terminate this Student Agreement at any time by ceasing to use and returning the Software.  Student acknowledges that any termination by Student does not entitle Student to refund, in whole or in part, of the User Fee.  This Student Agreement will terminate (and Student will cease to use and will return the Software) immediately without notice upon termination or expiration of the Software Sublicense Agreement between the Student and Passport Learning and upon ten days prior written notice from the Center if Student fails to comply with any provision of this Student Agreement.  Any such notice shall be effective upon the first to occur of the following:  (i) receipt by Student; or (ii) three business days after being duly deposited in the United States mail, registered or certificated, return receipt requested, and addressed as indicated below Student’s signature hereto.
   
   
4. Disclaimer of Warranty on Software.  Student expressly acknowledges and agrees that the Software is provided “AS IS” and without warranty of any kind.  ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. 
   
   
5. Limitation of Liability.  UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL THE CENTER, PASSPORT LEARNING, ITS MEMBERS, MANAGERS, OFFICERS, OR ITS SUPPLIER, OR ANY OTHER AFFILIATES, OR ANY OTHER PERSON BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE.  IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY PERSON OR ENTITY TO THE STUDENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY THE STUDENT FOR USE OF THE SOFTWARE.
   
   
6. Miscellaneous.  This Student Agreement shall be governed by and construed in accordance with the laws of South Carolina.  The parties consent to exclusive jurisdiction and venue, subject to proper service of process, in Greenville, South Carolina.  If for any reason a court of competent jurisdiction finds any provision of this Student Agreement to be unenforceable, that provision of Student Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Student Agreement shall continue in full force and effect.  This Student Agreement (together with each Appendix attached hereto or subsequently duly submitted) constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  No amendment to or modification of this Student Agreement will be binding unless in writing and signed by a duly authorized representative of the Center.  The provisions of Sections 2 and 4-6 of this Student Agreement shall survive any termination or expiration hereof.