IMPORTANT - READ BEFORE OPENING

By opening this sealed disk or CD package, or by installing the Products, you, the Customer, indicate your acceptance of, and agreement to be bound by, the following terms. If you do not agree to these terms, return the UNOPENED package to the retailer or to Evans Newton Incorporated ("ENI") for a refund.

Grant of License.

ENI grants Customer a non-exclusive, non-transferable license to generate and use ENI's National Packaged TargetTeach® Strategies, PALs® and/or Target Fundamentals® ("Product") at the individual school sites specified in the contract between Customer and ENI. Copies may only be used by Customer in connection with their authorized use of the Product at the contracted school sites. Customer may make and maintain one (1) copy of the Product for backup and archival purposes. Any backup copy of the purchased Product will be used only to assure that Customer has continued use of the Product and will not be used for any other purpose. Except as otherwise specifically provided in this Agreement, Customer may not (i) make additional copies of the Product, or (ii) copy, disassemble or recompile all or any part of the Product without the express written permission of ENI.

Related Contract.

This license agreement forms a part of and is subject to the terms and conditions of a separate written contract between ENI and the school or, if appropriate, the school district in which the school is located. In the event of any conflict in terms, the terms of the separate written contract will control.

Ownership of Product.

Title to all intellectual property rights, including patent, trademark, copyright and trade secret rights in the Product, including title to all copies of the Product, and all media bearing the Product is and shall remain in ENI.

Warranty.

1. ENI warrants that the Product will function as described in any published specifications for the Product delivered to Customer, for a period of thirty (30) days from the date of delivery of the initial copy of the Product to the Customer. ENI's sole liability, and Customer's sole remedy, in the event of a breach of this warranty shall be ENI's repair or replacement of the damaged or malfunctioning Product. In no event shall ENI be responsible for indirect or consequential damages due to the failure of the Product to perform as described. In no event shall ENI's liability exceed any sums paid to ENI by Customer under the terms of this Agreement.

2. BY VIRTUE OF THIS LICENSE, ENI DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO THE ACCURACY, OR APPLICABILITY, OF DATA OR ALGORITHMS CONTAINED IN THE PRODUCT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

3. This warranty will terminate immediately if any party other than ENI is allowed to change, alter, modify or maintain the Product, or attempts to change, alter, modify or maintain the Product.

Governing Law.

This Agreement shall be governed by Arizona law.