TERMS & CONDITIONS

By subscribing to and using Walkabouts you are agreeing to the terms of ActivEd Inc.'s software agreement, privacy policy and conditions of use. This End-User License Agreement (the "Agreement") accompanies software ("Software"). ActivEd Inc. grants to you, the non-exclusive license to use the Software, provided that you agree to the following:  1. Definition of an End-User. An End-User is either (i) an individual (Individual), (ii) or an Individual Qualified Educational Institution (Individual Qualified Educational Institution). An "Individual" means a person acquiring product for personal use, not for redistribution. An "Individual Qualified Educational Institution" means an organization acquiring products for its own use (the use at the individual school level of its own faculty, staff, or students) but not for redistribution, that is: (i) a public or private entity whose primary mission is directly involved in, or in support of, instruction rather than research, and that is a bona fide, educational institution organized and operated solely for pre-K-5 educational purposes; (ii) a division or department of a public or private institution of higher learning; or (iii) a public or private entity whose primary mission is directly involved in, or in support of instruction, organized solely for in-service teacher education.  2. Use of the Software. As an End-User, your use of the software is subject to the following conditions: a) You may access via the internet the Software on an unlimited number of devices per Qualified Educational Institution. b) You may not post the account information used to access accounts through the Software in any location that can be accessed by the general public, such as an unsecured web site.  3. Term. Access to the Site (www.activedinc.com) and the Licensed Materials shall be available for the term of (1) one year. Should ActivEd, Inc. cease its participation in providing on-line content and software, or should You violate these terms, Your access to this Site and the Licensed Materials may be immediately terminated.  4. Availability. The Software accesses resources from online servers (Services). ActivEd Inc. uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links, failure of communications equipment, malicious activity, and Acts of God that are beyond our control. ActivEd Inc. will take reasonable steps to minimize such disruption, to the extent it is within our reasonable control.  5. Use of Software. You have sole responsibility for: (a) determining whether the Licensed Materials will achieve the results desired; (b) procuring, installing, and operating computers and operating systems to run the Licensed Materials; (c) providing a proper environment and proper utilities for the hardware on which the Licensed Materials operate and (d) preventing unauthorized use and copying of the Licensed Materials, including by school employees, faculty, and students. You shall permit and reasonably cooperate with efforts by ActivEd, Inc. to monitor, review or audit usage of the Site and Licensed Materials for purposes of assessing Customer’s compliance with this Agreement. 6. Right to Purchase. You agree that You have full authority to enter into these terms on behalf of Yourself and any school that You may be representing. You further agree that You will not Yourself, or through any entity or other third party: copy, modify, distribute, sell, lease, license, sublicense, or disseminate the Site or Licensed Materials (electronically or otherwise); or modify, alter, disassemble, reverse engineer or otherwise.attempt to translate the Licensed Materials or discover the source code for the Licensed Materials, in whole or in part.  7. Copyright. The Software is owned by ActivEd Inc. and its suppliers, and its structure, organization, and code are the valuable trade secrets of ActivEd Inc. and its suppliers. The Software is also protected by United States Copyright Law and International Treaty provisions. ActivEd, Inc shall at all times own all intellectual property rights in the software. You must treat the Software just as you would any other copyrighted material, such as a text book. You may not copy the Software except as set forth in the "Use of the Software" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.  8. Limited Warranty. ActivEd Inc. warrants to you that the Software will perform substantially in accordance with the documentation for the ninety (90) day period following your receipt of the Software. To make a warranty claim, you must contact ActivEd Inc. or the Independent Sales Organization that sold you the software and provide a copy of your sales receipt within such ninety (90) day period. If the Software does not perform substantially in accordance with the documentation, the entire and exclusive liability and remedy shall be limited to the replacement of the Software. No warranty of any type or nature is provided for the source code version of the software which is delivered as is. ACTIVED INC. AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ACTIVED INC.'S OR ITS SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ACTIVED INC. AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. You shall hereby indemnify and shall defend and hold harmless ActivEd Inc., and its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that Your use of the software in contravention of the grant of rights infringes or otherwise violates any rights of any such third party. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days. This warranty gives you specific legal rights. You may have other rights, which vary from state to state or jurisdiction to jurisdiction.  9. Limitation of Liability. IN NO EVENT WILL ACTIVED INC. OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A ACTIVED INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitations may not apply to you.  10. Governing Law and General Provisions. This Agreement will be governed by the laws in force in the State of South Carolina excluding the application of its conflicts of law rules. Unpublished rights reserved under the copyright laws of the United States. ActivEd Inc. 5000 Old Buncombe Rd. Suite 27-264 Greenville, SC 29617. Walkabouts and ActivEd Inc. are either trademarks or registered trademarks of ActivEd Incorporated.