End-User License Agreement

END-USER LICENSE AGREEMENT

IMPORTANT READ CAREFULLY: This End-User License Agreement ("EULA") is a legal document between you and California School Management Group, Inc. ("CSM") for the use of the ASBWORKS software service (“ASBWORKS”). By accessing or otherwise using ASBWORKS, you agree to be bound by the terms of this EULA. CSM reserves the right to change the terms of service under this EULA from time to time at its sole discretion. Your use of ASBWORKS will be subject to the most current terms of service available at the time of usage: If you do not agree to the terms of this EULA, you are not authorized to use ASBWORKS and you should contact CSM immediately for discontinuation of service. ASBWORKS is a service provided exclusively by CSM and is licensed, not sold.

GRANT OF LICENSE. This EULA grants you the following rights: Term. This license shall be continuous, subject to the terms of this EULA and the payment to CSM of the required usage fees, unless and until cancelled by CSM. Access and use. ASBWORKS is designed for use on-line in conjunction with your web browser and Internet access. You are allowed only one account under this license but you may access your ASBWORKS account on multiple computers. Back-up Copies: You may view, download or make copies of the images, text and your user-content in ASBWORKS for back-up and archival purposes.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Web-Based Software. The ASBWORKS product represents a new generation of software, which is entirely web-based. ASBWORKS is a resident on CSM’s owned and/or leased server computers and is accessed only through your own Web browsing software over the Internet. CSM has or will provide you with account information for access to ASBWORKS on the Internet. You are responsible for maintaining the confidentiality of your account username, number and/or password, if applicable.

Upgrades. CSM may provide normal and customary on-line upgrades to ASBWORKS from time to time without additional charge. CSM, however, is under no obligation to make any specific enhancement or customization of ASBWORKS. CSM reserves the right to charge additional amounts for specific enhancements or for certain custom features.

Connection. ASBWORKS is accessed over the Internet, but does not include your particular connection to the Internet. You are responsible to provide your own Internet service and connection.

Computer and Web Browser. You will need a computer, operating system and web-browsing software, which is capable of accessing ASBWORKS. It is your responsibility to obtain, install, configure and update your web-browsing software. CSM makes no warranties that your equipment is or will continue to be compatible with the use of ASBWORKS.

Limitations on Reverse Engineering, Decompilation and Disassembly: You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software utilized in ASBWORKS.

Copyright Notices. You must maintain all copyright notices on all copies of ASBWORKS.

No Distribution. You may not distribute copies of ASBWORKS to third parties.

Rental. You may not rent, lease, lend or provide access to ASBWORKS to any third parties.

Software Transfer. You may not transfer your rights under this EULA unless CSM agrees in writing in advance and the recipient agrees to the terms of this EULA.

Termination. CSM may terminate this EULA at any time, without liability to you, in the event you fail to comply with the terms of this EULA.

COPYRIGHTS, LOGOS, TRADEMARKS, SERVICE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS.
All title and copyrights in and to ASBWORKS and any copies thereof are owned by CSM. All title and intellectual property rights in and to the content, which may be accessed through the use of ASBWORKS is the property of CSM and may be protected by applicable copyright or intellectual property laws and treaties. Any unauthorized use of the ASBWORKS service may violate such laws and/or treaties. This EULA grants you no rights to use, copy, disseminate, access, or distribute the contents of ASBWORKS, except as expressly licensed hereunder, without the prior written permission of CSM. The trademarks, logos and service marks displayed in ASBWORKS are the property of CSM or other third parties. You are not permitted the use of such marks or logos without the prior written permission of CSM or other such third parties.

WARRANTIES.
CSM expressly disclaims any warranty for ASBWORKS and is provided "as is" without any warranty of any kind, either express or implied, including without limitation, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. The entire risk arising out of use or non-performance of ASBWORKS remains with you.

NO LIABILITY FOR DAMAGES.
In no event shall CSM be liable for any damages whatsoever, including without limitation, damages from loss of business profits, business interruption, loss of business information or any pecuniary loss arising out of use or inability to use ASBWORKS, even if CSM has been advised of the possibility of such damages.

INDEMNITY.
You agree to indemnify and hold CSM and its’ affiliates, officers, agents, employees, co-branders or other partners, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of the use of ASBWORKS, your violation of this EULA or your violation of any rights of another person or entity.

GOVERNING LAW AND JURISDICTION.
This EULA is governed by the laws of the State of California, without regard to the conflicts of law principles thereof.

GENERAL PROVISIONS.

Waiver. The waiver by CSM of a breach or default in any of the provisions of this EULA shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either you or CSM serve to excuse or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default.

Force Majeure. CSM shall not be liable for any delay or omission in the performance of any obligation under this EULA, where the delay or omission is due to any cause or condition which is beyond its reasonable control, including, but not limited to, strikes or other labor difficulties, acts of God, acts of government, war, riots, embargoes, communication failures or inability to obtain supplies.

Section Headings. The section headings in this EULA are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any such section, nor in any way affect this EULA.

Remedies Cumulative. Except as otherwise provided herein, the remedies provided under this EULA are cumulative and shall not exclude any other remedies to which you or CSM may be fully entitled.

Severability. To the extent that any law, statute, treaty or regulation by its terms, as determined by a court, tribunal or other governmental authority of competent jurisdiction, is in conflict with the terms of this EULA, the conflicting terms shall be superseded only to the extent necessary by the terms required of such law, statute, treaty or regulation. If any provision of this EULA shall otherwise be unlawful, void or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of CSM under this EULA. In either case, the remainder of this EULA shall continue in full force and effect.