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Licensing Agreement

Common Sense Math, LLC
Terms & Agreement

1. LICENSE. Common Sense Math, LLC hereby grants to Customer a non-exclusive, non-transferable license (the "License") to use the Licensed Program and Licensed Materials on the Designated website,; and in the designated classroom and are subject to the terms and conditions contained herein. The term of this license is annual, commencing upon acceptance of payment to Common Sense Math, LLC.  The Licensed Program and Licensed Materials may include any of the following (a) Online Teacher Access, (b) Online Student Access (c) Offline Classroom Materials or any combination thereof.

This Agreement, the Licensed Program and Licensed Materials to which it applies, may not be assigned, sub licensed, or transferred by the Customer without prior written consent from Common Sense Math, LLC.

The Customer may, from time to time, change the designated site and/or the location thereof to any computer site of the Customer, provided that in each case the Customer gives timely written notice thereof to Common Sense Math, LLC. During the term of this Agreement, and at any given time, the Customer is authorized to use the Licensed Program  Licensed Materials on only one (1) of the Customer's computers, in one classroom, per teachers license. If customer has purchased student site licenses, then and in that event, the number of student licenses authorized may be used simultaneously. The Customer may license additional copies of the Licensed Teacher and/or Student Program pursuant to the then current Common Sense Math, LLC multiple pricing policy.

The Customer may not copy or otherwise reproduce the Licensed Program or Licensed Materials, or any part thereof (except such copying, strictly limited in number, as is essential for system backup, testing, maintenance or recovery purposes). The Customer may reproduce the Offline Classroom Materials solely for its own internal use of Teacher Licensed Program provided that all titles, trademarks, trade names, copyright notices, and their proprietary notices of Common Sense Math, LLC are retained.

2. CONFIDENTIALITY. The ideas and the expressions hereof contained in the Licensed Program and Licensed Materials are confidential, proprietary information and trade secrets that the Customer will receive in confidence. The Customer shall not in any manner or form; disclose, provide or otherwise make available, in whole or in part, any Licensed Program Access and/or Licensed Materials to any third parties. In the case where Customer has purchased Student Onine Site Licenses, and is allowing students to gain online access to program and licensed materials, then and in that event, Customer will send written notification home with students advising parents that online access and licensed materials are protected under Federal Copyright Laws and that disclosure of the access codes and contents of licensed materials is prohibited.      

3. ANNUAL FEE. Upon due and punctual payment of the applicable Annual Fees, the Customer may receive:

Updated Releases: From time to time Common Sense Math, LLC may issue modified, corrected or enhanced versions of the Current Licensed Program and/or Licensed Materials, herein referred to as a "Update Release", and will provide the Customer with one (1) complete copy of such Update Release and one (1) copy of the documentation updates for each Teacher Licensed held by Customer. Updated Releases will only be issued to Customers who have a current ANNUAL LICENSE in effect. Update Release does not necessarily include new content. Common Sense Math, LLC shall have no obligation hereunder to furnish the Customer with separately priced components to a Licensed Program or Licensed Materials except as explicitly described in this License Agreement, unless Customer has entered into an additional License Agreement for such separately priced components. Common Sense Math, LLC shall continue to provide maintenance to the Licensed Program so long as it continues to make the Licensed Program commercially available.

The ANNUAL LICENSE shall be automatically renewed on an annual basis and the Customer shall pay therefore according to the then current Annual Fee, unless the Customer elects to cancel the annual renewal of the ANNUAL LICENSE, effective upon any anniversary date of the commencement of the ANNUAL LICENSE by providing written notice to Common Sense Math, LLC no less than thirty (30) days prior to such anniversary date. Common Sense Math, LLC shall deliver to Customer an invoice no less than sixty (60) days prior to such anniversary date. Such invoice shall be due and payable within 60 days. Customer may elect at the execution of this Agreement, or upon any anniversary date hereof, to purchase a Multi-Year License by paying in advance to Common Sense Math, LLC Annual License for two or more years and receiving an Annual License prepayment discount.

The prepayment discount under this Section shall be established by Common Sense Math, LLC in its sole discretion.

Annual  License Fee Basis:  Customer acknowledges that the Annual License Fees for both Teacher License and Student License of the License Program and Licensed Materials described herein are based on the number of users of the Licensed Program originally purchased. The total number of licensed student users each year is equal to the number of Students in the classroom of the Teacher Licensed Program.  The sharing of User ID's is not permitted under this Agreement. Customer may be asked by Common Sense Math, LLC to affirm, in writing, the number of users on the anniversary date of this License or the ANNUAL FEE.  

4. PAYMENT. All Product License and Services Fees outlined in this Agreement are due and payable in full upon receipt of Common Sense Math, LLC invoice by Customer. There shall be added to all charges hereunder (i) all reasonable shipping, handling, travel and other reasonable out-of-packet expenses incurred by Common Sense Math, LLC in connection with this Agreement or its performance; and (ii) amounts equal to any taxes paid or payable by Common Sense Math, LLC, however designated, levied, or based on this Agreement, or on any Licensed Program or Licensed Materials, its charges or its use, including without limitation, any value-added, royalty, federal, state or local sales, use, and property taxes, and any taxes or amounts in lieu thereof, exclusive, however, of taxes based on the net income of Common Sense Math, LLC. Customer will be charged interest at the rate of one and one-half percent (1-1/2%) per month on all sums hereunder which remain unpaid thirty (30) days after due, with such interest to commence on the due date.

5. GENERAL. The Customer acknowledges that he/she has read this Agreement, understands it and agrees to be bound by all terms and conditions hereof. All subsequent modifications, amendments, and waivers to this Agreement must be by written instrument, executed by authorized representatives of the parties hereto. In the event that any provision under this Agreement shall be deemed illegal or otherwise unenforceable by any applicable statute or rule of law, such provision shall be omitted and the entire Agreement shall not fail on account thereof and the remainder of the Agreement shall continue in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of any other provision hereof. Common Sense Math, LLC shall not be liable for delay or failure to perform its obligations herein set forth if such delay or failure is due to any cause or condition beyond its reasonable control. This Agreement shall be binding upon and inure to the benefit of any successor of the Customer, who, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or business of the Customer.

All notices and other communications hereunder shall be by written instrument and shall be deemed given upon certified mailing with return receipt, addressed to the party to be notified.  Notices to Common Sense Math, LLC, shall be addressed to Chief Financial Officer, Common Sense Math, LLC, 1844 N Floyd, Wichita, KS 67212.       

This Agreement is governed and construed by the laws of the State of Kansas. 

This Agreement represents the complete and exclusive statement of the agreements between the parties and supersedes all prior agreements and representations between them. In the event of conflict between general Terms and Conditions, this Agreement is binding upon the parties upon execution by Customer and acceptance by Common Sense Math, LLC.



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