Commitment to Privacy

Terms and Conditions of Use Policy

This Terms and Conditions of Use Policy should be read together with the Company's Privacy Policy, which forms a part of this policy. Since CompassLearning reserves the right in its sole discretion to modify this Terms and Conditions of Use Policy at anytime, we encourage you to refer to this policy and the Privacy Policy on a frequent basis so that you understand our policies then in effect.

Website Terms of Use

Use of the Service and the Web Site by Licensee and each User is subject to CompassLearning's Terms and Conditions of Use as in effect from time to time and posted on the Web Site (the 'Terms of Use'). CompassLearning reserves the right, in its sole discretion, to add to or otherwise change the Terms of Use, in whole or in part, at any time. Licensee acknowledges that the posting of any revised Terms of Use on the Web Site shall constitute effective notice of such changes to Licensee. Licensee shall be responsible for ensuring that each User complies with the Terms of Use.

Access to Service

Licensee will access the Service through CompassLearning's Internet web site (the 'Web Site'). CompassLearning will provide to Licensee a unique username and password for each User designated by Licensee. Each User shall have the unlimited right to use the Service throughout the Term, subject to any periods of service interruption resulting from upgrades or modifications to the Web Site, technical problems, or causes beyond CompassLearning's control. Licensee shall notify CompassLearning in writing within five business days in the event that any User ceases to be a student or faculty member at a Site, at which time CompassLearning shall terminate such User's username, password, and access to the Service.

System Requirements

Licensee and each User must have access to the World Wide Web, either directly or through devices that access Web-based content, and must provide all equipment and pay all fees necessary for such access. Licensee acknowledges that it is familiar with CompassLearning's system requirements and that it has or will obtain the necessary hardware and software.

Copyright Protections

The CompassLearning Web Site (the 'Web Site') and CompassLearning Odyssey® products ('CLO') are protected by copyright as collective works and/or compilations, and, other than certain materials which may comprise a portion of the public domain, all materials contained on the Web Site (collectively, 'Content') and any other materials provided by CompassLearning in connection with CLO (including, without limitation, all documentation that may be provided to subscribers of CLO) are protected by copyright, pursuant to U.S. copyright laws, international conventions, and other copyright and other proprietary rights and laws, and are owned or controlled by CompassLearning. A visitor to the site or registered user of CLO (a 'Licensee') shall have the limited right to print and copy reasonable portions of the Content for use only in classrooms at a registered site or for personal use only, in each case provided that Licensee maintains any copyright and other notices contained therein. Copying, storing, modifying, transferring, reproducing, creating new works from or otherwise using or exploiting any Content other than as provided in the previous sentence without the prior written consent of CompassLearning is expressly prohibited. In no event shall Licensee use or exploit any Content for any commercial purpose whatsoever. 'CompassLearning Odyssey' and certain other names, marks and logos contained on the Web Site or otherwise used in connection with CLO are trademarks, service marks or trade names of CompassLearning and may not be used by Licensee without the express prior written consent of CompassLearning. Licensee shall not have any rights to any software used in connection with the Web Site or CLO. Any rights not expressly granted herein are reserved.

Privacy Protection for Children

No part of the Web Site is specifically structured to attract children under the age of 13, except as a student under the guidance and supervision of an adult. Parental/Guardian consent is required in order for any child under 13 years of age to submit personal information to the Web Site, and before CompassLearning will use or disclose that Personal Information. Only a parent, guardian or authorized teacher or administrator may register a child for access to CLO. If you are a teacher, school administrator, tutor or similar party, entering information about a child, you represent that you have proper authority to submit the child's personal information, and agree to hold CompassLearning harmless from any and all claims relating to the acceptance and use of such information.

Links to Other Web Sites

The Web Site and CLO contain links and pointers to other Internet sites on the World Wide Web and to other materials and resources. Such sites, materials and resources are not under the control of CompassLearning and CompassLearning is not responsible for the contents thereof, or any changes or updates thereto. The inclusion of any such link or pointer does not imply endorsement by CompassLearning of such site or any association with its operators. While CompassLearning will not intentionally include links or pointers to materials that contain obscene or otherwise inappropriate materials, CompassLearning cannot and does not continuously monitor such materials, and makes no representation or warranty as to the appropriateness of any such materials for any Licensee.

Assignments

In the 'Assignments' section of CompassLearning Odyssey, teachers may post assignments that can be, at the election of the author, made available to others. All information, data, text, graphics, messages or other materials posted by individuals in the Assignments ("Content") is the sole responsibility of the person from which such Content originated. CompassLearning does not control the Content posted in the Assignments and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will CompassLearning be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise made available in the Assignments. CompassLearning may terminate the ability of any user to transmit assignments if CompassLearning, in its discretion, determines that such user's postings infringe the rights of others. As a user of CompassLearning Odyssey, you agree to not use the Assignments to:

• transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or harmful to minors in any way;

• impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

• make available any Content that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

• make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or

• make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

You acknowledge that CompassLearning and its designees shall have the right in their sole discretion to refuse or move any Content that is available in the Assignments, and that CompassLearning may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary. You agree to indemnify and hold CompassLearning, and its subsidiaries, affiliates, employees, officers, agents, or other partners, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you make available through the Assignments. CompassLearning does not claim ownership of Content you submit or make available for inclusion in the Assignments. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Assignments, you grant CompassLearning a world-wide, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on CompassLearning Odyssey solely for the purpose for which such Content was submitted or made available.

Warranties

THE WEB SITE AND CLO, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEB SITE OR CLO, ARE PROVIDED 'AS IS.' TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CompassLearning AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE CONTENT ON THE WEB SITE OR THE FUNCTIONS, MATERIALS, OR INFORMATION MADE ACCESSIBLE BY THE WEB SITE OR CLO, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITE OR ANY LINKED SITE. FURTHER, CompassLearning AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OF IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CompassLearning DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB SITE OR CLO OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NONE OF CompassLearning OR ANY OF ITS SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE FOR THE USE OF THE WEB SITE OR CLO, INCLUDING, WITHOUT LIMITATION, THE CONTENT THEREOF AND ANY ERRORS CONTAINED THEREIN. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE IS SOLELY RESPONSIBLE AND LIABLE FOR THE USE OF THE WEB SITE AND CLO BY EACH USER (INCLUDING, WITHOUT LIMITATION, FOR ENSURING THE APPROPRIATENESS OF THE CONTENT OF THE WEB SITE AND CLO, INCLUDING ANY LINKS TO OTHER WEB SITES OR OTHER MATERIALS OR RESOURCES CONTAINED THEREIN, FOR EACH USER). IN NO EVENT SHALL CompassLearning 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 CLO, WHETHER BASED ON ANY THEORY OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CompassLearning HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CompassLearning'S LIABILITY FOR DAMAGES TO LICENSEE EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE TO CompassLearning HEREUNDER DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH CLAIM FOR DAMAGES AROSE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Disputes

Any disputes, controversies or differences that may arise as a result of the use of the web Site or CLO shall take place before a panel of three arbitrators in Travis County, Texas, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The decision of a majority of the three arbitrators will be final and binding on the parties. Judgment upon the decision made by the arbitrators may be entered in the courts of Travis County, Texas or in the U.S. District Court for the Western District of Texas.