1. THIS DOCUMENT CONTAINS THE TERMS AND CONDITIONS OF THE LEGAL AGREEMENT BETWEEN YOU AND THE HELPER COMPANY (“COMPANY”). PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CLICKING YOUR ACCEPTANCE AND/OR COMPLETING INSTALLATION OF THE MYCLASSROOMHELPER™ SOFTWARE (THE "SOFTWARE"). IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS GOVERNING THE USE OF THE SOFTWARE. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR A LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SOFTWARE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE. BY INSTALLING AND USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

THIS MYCLASSROOMHELPER™ PROGRAM LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY KNOWN AS "CUSTOMER") AND THE HELPER COMPANY, WHICH OWNS A PROPRIETARY COMPUTER SOFTWARE (COLLECTIVELY KNOWN AS MYCLASSROOMHELPER OR "SOFTWARE"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE OR ANY SOFTWARE UPDATES, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR USE THE SOFTWARE, INCLUDING ALL SOFTWARE UPDATES THAT CUSTOMER RECEIVED AS PART OF THE SOFTWARE (EACH, AN "UPDATE").

BY INSTALLING, COPYING, OR OTHERWISE USING AN UPDATE, CUSTOMER AGREES TO BE BOUND BY THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATE. BY USING THE SOFTWARE, YOU ALSO EXPRESS YOUR UNDERSTANDING AND AGREEMENT THAT YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION, EXPORT AND RE-EXPORT CONTROL LAWS AND ANY APPLICABLE LOCAL LAWS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY THE UPDATE, DISREGARD THE UPDATE AND THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY THE UPDATE. IN THIS EVENT, CUSTOMER'S RIGHTS TO USE THE SOFTWARE SHALL CONTINUE TO BE GOVERNED BY THE THEN-EXISTING AGREEMENT.

This product is licensed, not sold. The Helper Company grants Customer a non- exclusive license to use The Helper Company’s MyClassroomHelper™ Software (the "Software") and documentation associated with the Software (“Software Documentation”). Terms of License shall be deemed accepted by Customer upon installation of the Software by Customer. This Agreement may not be modified except by a writing signed by a duly authorized representative of The Helper Company.

Under the terms of this license:

- If the Registered User is a teacher, then that teacher is granted a non-exclusive, nontransferable license to use the registered Software on any number of computers at any one time, provided that the computers are located in the Registered User’s classroom.

- If the Registered User is a school, than that school is granted a non-exclusive, nontransferable license to use the registered Software on any number of computers at any one time, provided that the computers are located in the Registered User’s school building.

- You may not sublicense, assign or distribute copies of the Software or Software Documentation to others.

- You may not de-compile, reverse engineer, disassemble or otherwise reduce the Software to a perceivable form. You may not modify, adapt, translate, rent, lease, loan, resell for profit, distribute or otherwise assign or transfer the Software or the Software Documentation, or create derivative works based upon all or any part of the Software or the Software Documentation, without the written consent of The Helper Company.

- The Helper Company hereby reserves all other rights not expressly granted under this license. You acknowledge and agree that you are prohibited from exercising any right not granted to you under this license, including without limitation the prohibition against:

* Using, copying, modifying, translating or merging the Software except as provided in this Agreement;
* Reverse engineering, dissembling, or decompiling the Software;
* Sublicensing, renting, leasing, selling or assigning any portion of the Software;
* Transferring Registration Details to any other party without the express written permission of The Helper Company.

This Agreement and the license granted by it remain effective until terminated. The Helper Company may terminate this Agreement immediately and without notice if you fail to comply with any of the provisions of this Agreement. Upon termination, you must destroy the Software, the Software Documentation, and all copies of the Software and Software Documentation. You may terminate this Agreement at any time by destroying the Software and the Software Documentation, and all copies of the Software and Software Documentation.

All intellectual property rights in the Software (including all audio, animations, images, video, and text incorporated into the Software) and Software Documentation are owned by The Helper Company and its affiliates, suppliers, and licensors, and are protected by United States copyright laws and international treaty provisions as well as other intellectual property laws and treaties. The Helper Company and its affiliates, suppliers, and licensors retain all rights not expressly granted. You acknowledge and agree that The Helper Company owns the Software and Software Documentation and that The Helper Company retains all right, title and interest in and to all patent rights, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the Software, and any component thereof. Your use of any of these property rights is authorized only for the purposes herein set forth and upon termination of this Agreement for any reason such authorization will cease. You may not distribute printed copies of any user documentation provided in electronic format. You shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices that The Helper Company places on or embeds in the Software. You shall not delete, obscure, or otherwise interfere with The Helper Company's trademarks as they appear on the Software. Except for the limited license granted in this Agreement, all right, title and interest in and to the Software shall remain with The Helper Company. All trademarks are owned by their respective holders.

THIS SOFTWARE IS PROVIDED BY THE HELPER COMPANY "AS IS'' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE HELPER COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE HELPER COMPANY AND ITS AFFILIATES’, SUPPLIERS', AND LICENSORS' LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THE HELPER COMPANY SHALL BE RELIEVED OF ANY AND ALL OBLIGATIONS WITH RESPECT TO THIS SECTION FOR ANY PORTIONS OF THE SOFTWARE THAT ARE REVISED, CHANGED, MODIFIED, OR MAINTAINED BY ANYONE OTHER THAN THE HELPER COMPANY.

YOU SHALL INDEMNIFY AND HOLD THE HELPER COMPANY, ITS LICENSORS, AND EACH SUCH PARTY'S PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR YOUR BREACH OF THIS AGREEMENT. (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

You agree that neither the Software nor any direct product of the Software will be transferred or exported, directly or indirectly, into any country prohibited by the U.S. Export Administration Act and the regulations under that Act, and that you will also not use the Software for any purpose prohibited by that Act.

From time to time, The Helper Company may advise you of updates, upgrades, enhancements or improvements to the Software, or new releases of the Software. All such enhancements to the Software provided to you will also be covered by the terms of this Agreement.

- You may not assign any of your rights or delegate any of your obligations under this Agreement, whether by operation of law or otherwise, Without the prior express written consent of The Helper Company, which shall not be unreasonably withheld. Subject to the foregoing statement, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- This license and your right to use the Software shall terminate automatically if you violate any part of this Agreement. In the event of termination, you shall immediately cease all use of the Software and destroy or return to The Helper Company at your expense all copies of the Software.
- This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
- For future reference, this Agreement may be found help menu of the MyClassroomHelper software.

This Agreement is governed by the laws of the State of Washington, United States of America. Any action relating to this Agreement must be brought in Pierce County, in the State of Washington, United States. If either party brings an action to enforce the terms of this Agreement, the prevailing party in any such action, on trial or appeal, shall be entitled to his reasonable attorneys' fees to be paid by the losing party as fixed by the court. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect