Accelerated Reader Bookguide Licence Agreement

Please read this Licence carefully before using this software ("Software"). By using the Software, the purchasing entity ("Licensee") agrees to be bound by the terms of this Agreement. If the Licensee does not agree to these terms, they must refrain from any use of the Software, return any related materials, and notify Renaissance Learning UK Limited ("RL"). Refunds will be issued in accordance with RL's refund policy.

1. Grant of Licence. Subject to payment of the relevant fees, RL grants Licensee a non-exclusive, non-transferrable licence to use the Software delivered to Licensee by RL or RL Representative, and/or accessed to by Licensee through RL's Website for the subscription period set out in the Order Confirmation sent by RL, in accordance with the terms and conditions herein. The Software may include embedded software licensed to RL by third-party suppliers.

2. Student Capacity. Licensee may make the Software available for use by students within the Licensed Site as set out in Clause 3. The number of students that can use this Software during a given school year is limited to the Student Capacity purchased by Licensee. Circumventing the Student Capacity by any means is a material breach of this Agreement and any such breach shall give RL the right to immediately terminate this Agreement in accordance with Clause 5.

3. Restrictions. The Software comprises a server application ("Server Application") and a client application ("Client Application"). Licensee shall have the right to use by remote connection the Server Application hosted on a server owned or leased by RL or its subsidiaries. Licensee shall have the right to install and use the Client Application on any personal computers owned or leased by Licensee at a Licensed Site. "Licensed Site" means a single-school building, or single-school campus for which Software access rights have been purchased. Licensee shall not make the Software available in whole or in part in any other networked or time-sharing environment extending beyond the Licensed Site, however, teacher and administrator access to the management feature of the Software via the Internet is permitted from outside a Licensed Site. Use of the student portion of the Software is limited to students enrolled in a regular course of study at a Licensed Site. Licensee shall not permit student testing or any other student use of the Software or the Content in whole or in part outside of a Licensed Site except as provided by the Home Connect feature. "Content" means all types of information including without limitation text, software, sound recordings, photographs, graphics, video, databases or any other compilations rendered available by RL and accessible through the Software. Licensee may make a backup or archival copy of the Client Application but, except as permitted by mandatory provisions of applicable law, may not otherwise copy any portion of the Software or amend, modify, translate reverse-engineer, disassemble, or decompile it or create derivative works based on the Software. Embedded third-party applications may only be used in conjunction with the Software and data processed by the Software. Licensee shall ensure that students and other persons using the Software at the Licensed Site comply with the restrictions in this Clause 3 and the other terms and conditions of this Agreement.

4. Ownership. All rights in the Software and Content, including but not limited to copyright, database rights and other intellectual property rights, are owned and retained by RL or its subsidiaries and the relevant licensors of any embedded third-party software. The Software and Content are protected by international copyright laws and the source code of the Software is confidential to RL. Neither the Software nor Licensee's rights or obligations under this Agreement may be sublicensed, leased, rented, distributed, assigned, or transferred in whole or in part to any third-party. All Content provided with the Software shall be used solely by Licensee within the Licensed Site in accordance with the restrictions in Clause 3 and the other terms and conditions of this Agreement. Content shall not be copied, published, given away, posted, leased, sold or licensed to any third-party. Content shall not be used in conjunction with software other than that provided or authorised by RL. Licensee is prohibited from capturing or extracting Content by any means not expressly authorised hereunder, or using Content for any purpose other than the designated requirements of the Software.

5. Term. This Agreement is effective upon the subscription start date through the subscription end date as set out in the Order Confirmation. Licensee may terminate this Agreement at any time by returning all copies of the Software to RL or RL Representative. RL may terminate this Agreement immediately by notice to Licensee if Licensee breaches any term of this Agreement. Upon termination, Licensee will return all copies of the Software, and any portions thereof, to RL or destroy the same, including copies on hard drives or memory devices and archival copies and certify in writing to RL that it has done so.

6. Internet Services. The Software may contain features that connect to RL or service provider systems over the Internet ("Internet Services"). In some cases you will not receive a separate notice when they connect. The Internet Services use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser name and version of the Software you are using. RL uses this information to make the Internet Services available to you. RL does not use the information to identify or contact you. The Home Connect feature is an Internet Service that sends student performance data and other information over the Internet to RL's system which in turn uses that information to generate and forward email messages to designated addressees that Licensee has entered into the Software for that purpose. The Internet Services may retrieve digital certificates and update certificate revocation lists to confirm the identity of Internet users sending encrypted information. These features operate only when you use the Internet. You may switch off the Internet Services or not use them; however, this may affect the functionality of the Software. For more information about the Internet Services, see the Software documentation. By using the Internet Services, you consent to the transmission of this information.

7. Warranty. (A) Licensee acknowledges that computer programs in general are not error-free and agrees that the existence of errors in the Software shall not constitute a breach of this Agreement. (B) In the event that Licensee discovers a material error which substantially affects Licensee's use of the Software and notifies RL of the error within 90 days from installation or first use of the Software (whichever is earlier) (the "warranty period") RL or RL Representative shall at its sole option either refund the licence fee or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Software which does not so comply provided that such non-compliance has not been caused by any modification, variation or addition to the Software not performed by RL or caused by incorrect use or abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible. (C) To the extent permitted by the applicable law, RL and RL Representative disclaim all other warranties with respect to the Software and the Content, either express or implied, including but not limited to any implied warranties of reasonable quality or suitability for any particular purpose. (D) RL and RL Representative do not warrant that the Software supplied hereunder shall be free from all known viruses. RL has used commercially reasonable efforts to check for the most commonly known viruses prior to rendering the Software available, but Licensee is solely responsible for virus checking the Software.

8. Limitation of Liability. (A) Neither RL nor RL Representative shall be liable to Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Software, the Content, their use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law. (B) Notwithstanding the generality of (A), RL and RL Representative expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, the Content, their use or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings. (C) In the event that any exclusion contained in this Agreement is held to be invalid for any reason and RL or RL Representative becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the Software licence fee paid by Licensee. (D) Neither RL nor RL Representative exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of RL, RL Representative, their respective employees, agents or authorised representatives.

9. Technological Changes. As technology advances it becomes necessary for software companies to discontinue support for older operating systems and third-party software. It is the responsibility of Licensee to keep its computers, networks, operating systems and third-party software up-to-date and functional. Although RL will not discontinue support for older technologies immediately, we continually evaluate system requirements and will make reasonable efforts to provide advance notice when it becomes necessary to raise the requirements of the Software.

10. Governing Law. This Agreement shall be governed by the laws of England and Wales and the parties agree to submit to the jurisdiction of the courts of England and Wales.

11. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Software. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorised representative of RL.

Copyright 2010 by Renaissance Learning, Inc. and Renaissance Learning UK Limited. Renaissance Learning, Renaissance Place, Accelerated Reader, Accelerated Maths, Accelerated Reader Bookguide, STAR Maths, STAR Reading and their corresponding logos are trademarks registered, common law or pending registration in the United States, the United Kingdom, the European Union and other jurisdictions.