END USER LICENSE AGREEMENT

PLEASE READ THIS CONTRACT CAREFULLY. BY CLICKING THE ACCEPT BUTTON OR ACCESSING THE SOFTWARE, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT CONTINUE TO ACCESS OR USE THE SOFTWARE.

Important: This End User License Agreement supplements the relevant signed quote, invoice or agreement (“Commercial Terms”) entered into by CompassLearning, Inc. (“Compass”) and you and/or the educational institution affiliated with you, which you hereby represent that you are authorized to bind (hereafter, together “You”). You will not be able to access the software specified in the Commercial Terms unless and until You have read this End User License Agreement (the End User License Agreement and the Commercial Terms, together, the “Agreement”). By accessing such software or authorizing any other person to access such software (for whom You are permitted to provide such access pursuant to the Commercial Terms), You and such other person accept the terms and conditions of this legal Agreement. If You do not agree to the terms of this Agreement, do not click on the button that indicated that you accept the terms of this Agreement, do not access or use the Software, and do contact Your software administrator immediately

License Grant: The software made available under this Agreement, whether by web hosting or electronic delivery, in read only memory or any other media, the related documentation and other materials, each as specified in the Commercial Terms (collectively the “Software”) are licensed, not sold, to You by Compass. The license shall either be a UUL License or a Subscription License, as specified in the Commercial Terms. If not therein specified, the license shall be a Subscription License. Both types of license are subject to the License Restriction paragraph below.

UUL License: If the Commercial Terms specify a unlimited use license or UUL license, subject to payment of license fees per the Commercial Terms, Compass hereby grants You, under its intellectual property rights, a personal, limited, revocable, nonexclusive, nontransferable, perpetual (unless earlier terminated in accordance with this Agreement) license for the use specified in the Commercial Terms (subject to termination as provided below) to use or access, as applicable, the Software for students and faculty associated with You (the educational institution)at the sites(s) set forth in the Commercial Terms. The Software may either be installed on Your servers or hosted by Compass as specified in the Commercial Terms. Solely as permitted in the Commercial Terms, access to the Software may be granted to teachers and students enrolled at the educational site specified in the Commercial Terms for use in connection with educational activities at such educational site. Unless expressly provided in the Commercial Terms, this license does not extend to any students or faculty enrolled in any online or virtual school whether or not affiliated with the educational institution identified in the Commercial Terms. You may not sell, sublicense, distribute or create derivative works of the Software.

Subscription License: If the Commercial Terms specify a Subscription License, subject to payment of license fees per the Commercial Terms, Compass hereby grants You, under its intellectual property rights, a personal, limited, revocable, nonexclusive, nontransferable, license to access the Software for the use specified in the Commercial Terms (subject to termination as provided below) to use this Software only for the number of users and the specified sites(s) set forth in the Commercial Terms. Solely as permitted in the Commercial Terms, access to the Software may be granted to teachers and students at the educational institution specified in the Commercial Terms for use in connection with educational activities at such educational institution. You must ensure that the number of persons using the Software does not exceed the number of licenses that You have purchased. Unless expressly provided in the Commercial Terms, this license does not extend to any students or faculty enrolled in any online or virtual school whether or not affiliated with the educational institution identified in the Commercial Terms. You may not sell, sublicense. distribute or create derivative works of the Software. Unless otherwise specified in the Commercial Terms, the term of this license is for the access period specified in the Commercial Terms unless earlier terminated in accordance with this Agreement.

License Restrictions: Access to the Software may not be made available to third parties. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. You may not (and may not permit any other person to) modify, enhance, decompile, disassemble, reverse engineer, or create works derivative of this Software or any subsequent enhancement. You may not share logins or passwords. You must maintain a record of persons having access to the Software and keep such records during the duration of this license and for two (2) years thereafter. Such records shall be made available to Compass upon request.

U.S. Government License Rights: The Software is deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

Protection of Software: You agree to take all reasonable steps to protect the Software and its documentation from unauthorized copying, disclosure or use. You shall not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within the Software. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password or the encryption key for your account, you may not be able to access the Software or any data maintained therein for You. In the event You become aware of any action that may infringe or misappropriate the intellectual property of Compass, You agree to promptly notify Compass of such action. You shall keep the Software free and clear of all claims, liens, and encumbrances.

Intellectual Property: No title to the Software shall pass to You. All right, title and interest in the Software, including all intellectual property therein or appurtenant thereto shall remain owned by Compass. The Software is to be used in Your own internal network and it shall only be used in object code form. If the Software is provided to You on electronic media, You may make one copy of the Software on any computer in readable or printed form for backup or archival purposes in support of Your use of the Software. Otherwise, You have no right to make copies of the Software. Compass assumes no responsibility for the content, operation or quality of any copy made by You. If the Software is delivered to You via electronic media, then You may use only the media appropriate for Your computer network system or single-user computer. You may not use the other discs on another computer or loan, rent, lease, sell or transfer them to another user or entity. The Software source code represents and embodies trade secrets of Compass and/or its licensors. In the event that any derivative work has been deemed to have been created by You or through use of the Software, You hereby assign to Compass any and all intellectual property and proprietary rights, including without limitation any and all copyright rights, related thereto. You may not use the Software for any purpose outside the scope of this Agreement unless specifically authorized in writing by the CFO or the President of Compass. You may not rent or lease the Software and/or license it to another party, and You may not transfer the Software to a third party without express written permission of Compass. You may not develop, use, market, license, sell, or otherwise distribute any products derived in whole or in part from the Software or based on techniques revealed by Your inspection and use of the Software. Compass retains all right, title and interest in the Software and all subsequent enhancements thereto, including without limitation all copyrights and patents embodied therein. Compass reserves the right to audit compliance with this Agreement. Compass reserves all rights not expressly granted to You.

Export Controls: If the Software is to be used outside of the United States, the user warrants its compliance with all relevant regulations of the United States Department of Commerce and with the U.S. Export Administration Act of 1979, as amended.

Limited Warranty: Compass warrants the Software to operate substantially in accordance with specifications and documentation published by Compass, provided this SOFTWARE is utilized in accordance with appropriate hardware configurations. This warranty shall continue for a period of thirty (30) days from the date of delivery. COMPASS DOES NOT WARRANT THE OPERATION OF THE SOFTWARE TO BE UNINTERRUPTED OR ERROR-FREE NOR DOES COMPASS MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. In the event the Software does not operate in accordance with Compass’ published specifications and documentation, Compass’ sole responsibility will be to use reasonable efforts to correct the defect.

DISCLAIMER OF WARRANTIES: EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPASS MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPASS OFFERINGS AND ANY PART THEREOF OR ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE OR OTHER MATERIALS, SERVICES, INFORMATION OR TECHNOLOGY. COMPASS SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MEETING YOUR REQUIREMENTS, TITLE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. THE RISK OF PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. ANY THIRD PARTY-OWNED MATERIALS MADE AVAILABLE UNDER THIS AGREEMENT ARE MADE AVAILABLE “AS IS.”

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPASS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM COMPASS’ OWN NEGLIGENCE, LOST PROFITS, SAVINGS, DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR OTHER BENEFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. THE LIMITATIONS SET FORTH SHALL APPLY EVEN IF COMPASS AND/OR ITS SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL COMPASS’, ITS LICENSORS’ AND/OR SUPPLIERS’ LIABILITY TO YOU AND ALL USERS OF THE SOFTWARE UNDER THE SAME COMMERCIAL TERMS EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE USE OF THE SOFTWARE DURING THE PAST TWELVE MONTHS.

This limited warranty gives You specific legal rights. You may have other rights which may vary from state to state. Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to You. This limitation of warranty shall also apply to any support services agreement between You and Compass.

Privacy and Cookies: By entering into this Agreement, you agree that the Compass privacy policy, as it exists at any relevant time, shall be applicable to you. The most current privacy policy can be found at www.compasslearning.com. By entering into this Agreement, you agree to the transfer of your personal information to Compass’s offices (or the offices of its service providers) in the United States and other countries outside of your own. If You are accessing Software hosted by Compass, Compass may gather and maintain a record of Your internet protocol (IP) addresses, browser type, internet service provider (ISP), Your referring and/or exit pages, operating system, a date/time stamp and clickstream data. Compass may use HTML cookies to track information about visitors to Compass sites so that we may understand and improve such sites. A cookie is a small data file that is stored on Your computer for record-keeping purposes. Compass may also link the information that we store in cookies to the personally identifiable information You submit for various purposes such as understanding how You use content and which of its features are most used by You. Compass may use Adobe Flash cookies (and/or similar applications) to remember settings, preferences and usage similar to browser cookies but these are managed through a different interface than the one provided by Your web browser. Compass may employ Adobe Flash cookies to provide special content such as video clips or animation or to provide You with customized content or remember the last page You visited, keep track of preferences You specify while You are using the Software.

External Links: Although Compass makes reasonable efforts to ensure the quality, reliability, and age-appropriate nature of activities, any associated Internet URLs (addresses or “links”) and related content are not under the day-to-day control of Compass and are not endorsed by Compass. Accordingly, Compass expressly disclaims responsibility such third party sites and material, including, without limitation, any claims for any direct, indirect, or consequential damages or other issues arising in connection with the display or usage of such links and content including material some may find objectionable. Because such links are not under the control of Compass, Compass also cannot, and does not, guarantee that any given link will be accessible to , or meet the specific needs of, You or any given user. None of the Compass applications limits or restricts Your ability to view other, non-affiliated websites and associated content. Compass does not provide, nor do the Compass applications function as, a content filter.

Support Services:If the Commercial Terms indicate that support services are included, Compass will provide you with such support services Monday through Friday 7:00 a.m. to 7:00 p.m. CST. You shall be entitled to utilize Compass' toll-free number during the hours of availability set forth herein. Service coverage does not include Compass' locally observed holidays or weather related closures. Support services are available via telephone, email and live online support. Toll Free: 800.678.1412, Email: support@Compasslearning.com, Web: http://support.compass.com (“Compass Portal”). All service tickets shall be opened through the Compass Support Center page to document and track the service ticket through Compass's internal support tracking system. A support service ticket is defined as a unique question or problem as recorded in a single service ticket ("Incident") in Compass' support tracking system.

As part of support services, You have unlimited access to Compass's Knowledge Center: Answers to frequently asked questions and access to comprehensive Knowledge Base — 24 hours a day, 7 days a week.

Compass is only obligated to support a prior version of the Software for eighteen (18) months from new release. Support for older versions of the Software may be available at a different charge. The support services provided by Compass shall become effective on the date of the Commercial Terms and shall remain in effect for one (1) year, and shall be automatically renewed for successive annual terms unless You provide Compass or Compass provides You no less than thirty (30) days prior written notice before the expiration of then current term. All renewal fees shall be due and payable upon receipt of an invoice from Compass. For all renewal terms, the fee for such support shall be Compass' published list prices then in effect.

Each update, upgrade, error correction and other item ("Software Improvement") related to any specific Software provided to You by Compass shall be deemed to become and constitute a part of that same Software along with any related material licensed by Compass. Upgrades, enhancements or new releases to the Software, which are separately priced by Compass, will be made available to You under Compass's then-current licensing terms and at the then current applicable fees. Use of all Software Improvements is strictly limited to the rights granted to You related restrictions and provisions of this Agreement. In addition, all Software Improvements and other information, including oral or written identification of, or information regarding, any problems or defects in the Software, are confidential and proprietary to Compass.

You shall be responsible for the dissemination, to Your software administrators and Your end users, of all materials provided by Compass. You will have all information and materials relating to the Software available when contacting Compass regarding Software problems. You will also provide Compass with supporting documentation and written descriptions of a given problem when requested by Compass. You will perform such tests of the Software as Compass shall request in connection with the evaluation of the software support request. When considered necessary and requested by Compass, You will provide Compass with the ability to dial into Your applicable computer system on which the Software is being run.

Professional Development:If the Commercial Terms indicate that professional development services are included (“Professional Development”), such Professional Development services shall be available for use by You for a one (1) year period from the date of purchase unless otherwise stated in Commercial Terms. Any Professional Development services purchased but not scheduled and delivered within one (1) year shall be forfeited without refund.

As a condition to receiving Professional Development services from Compass: (a) You shall be responsible for the dissemination, to Your software administrators and Your end users, of all materials provided by Compass; (b) You shall be required to schedule in advance the Professional Development services purchased so that the services are scheduled and delivered prior to one year from the date of purchase; (c) You shall be required to provide a minimum seventy two (72) hour rescheduling or cancellation notice for Professional Development services. If the seventy two (72) hour notice is not provided by You, the services shall be deducted and forfeited from the available services purchased.

Compass shall have the right to suspend Professional Development services in the event You fail to make any required payment. Professional Development services may be terminated by Compass, if Professional Development services are not scheduled and delivered within one (1) year from the date of purchase or if the seventy two (72) hour cancellation notice is not provided by You.

Fees and Payment: You shall pay or cause to be paid the fees specified in the Commercial Terms in accordance with the payment terms specified therein. Any amounts not paid when due shall accrue interest at one and one half percent (1.5%) per month. Fees are not refundable. The fees and other amounts required to be paid are exclusive of taxes. You shall remit to Compass all taxes which Compass is required to collect or remit to applicable tax authorities. Such provision does not include Compass's income or franchise taxes. If You claim tax exempt status, You shall be required to timely furnish Compass with a valid tax exemption certificate. All amounts are payable in U.S. dollars.

Term; Termination: This Agreement and Your rights to use this Software automatically terminates if You fail to comply with any provisions of this Agreement, including, without limitation, failure to pay fees specified in the Commercial Terms. Upon termination of this Agreement, You will immediately cease using the Software and will deliver to Compass the Software in Your possession, or if Compass agrees, destroy the Software in Your possession.

Governing Law: This Agreement will be governed and interpreted by the laws of the State of Texas, USA. Exclusive jurisdiction and venue for all disputes will be in the state and federal courts residing in Austin, Texas. You expressly consent to the exercise of jurisdiction over You in the above venue of any court of competent jurisdiction and waive any right You may have to have the action tried or determined in a different venue. You consent to an injunction or other equitable relief, without bond, if sought by Compass due to Your breach of any of the terms of this Agreement. If Compass employs attorneys to enforce any rights arising out of or related to this Agreement and prevails in such action, Compass shall be entitled to recover its reasonable attorney’s fees and costs from You.

General Conditions: If any provision of this Agreement is found void, invalid or unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. The Agreement sets forth the entire understanding and agreement between You and Compass and shall be amended only in writing signed by both parties; provided that Compass may amend this End User License Agreement at any time by providing notice on its Web site of such amendment. Any use of the Software and/or continued purchase of software maintenance after such notice has been provided with respect to any renewal period shall be deemed to be acceptance of the revised End User License Agreement No waiver of any right under this Agreement shall be effective unless in writing signed by a duly authorized representative of Compass. Compass shall not be liable for any delay, nonperformance or related damages if such delay or nonperformance is due to causes beyond its reasonable control, including, but not limited to acts of God, electrical power failure, loss of communications, fire, explosion, war, action of any governmental authority or the delay of You or third parties.

Acceptance of Terms and Conditions of this Agreement: Compass has agreed to extend to You the rights set forth herein in reliance on Your agreement to the terms of this Agreement. By Your use of the Software, You agree to be bound by the terms and conditions set forth herein without the need for any signature to this Agreement by either party.