SITE LICENSE AGREEMENT

DEFINITIONS

• The Evaluator:The Evaluator is the individual, school, company, or organization evaluating the Curriculum, as stated in the electronic form above.
• The Site:The location where the Curriculum will be evaluated, as stated in the electronic form above.
• The Curriculum:Collectively, all version and format of the projects (teacher guides, student workbooks, resource files), pamphlets, or other publications or documents prepared by or on behalf of TechnoKids Inc.
• Evaluation Period: The "Evaluation Period" is ninety (90) days, beginning on the date the Evaluator downloads the Curriculum from TechnoKids Inc.

ACKNOWLEDGMENTS
The Evaluator acknowledges that the field of endeavor in which TechnoKids Inc. is engaged is highly competitive and that their success is and will be substantially based upon the Curriculum. The Evaluator acknowledges that TechnoKids Inc. is providing them with access to the Curriculum which has been developed at great expense and effort. The Evaluator agrees that the unauthorized disclosure of the Curriculum may result in irreparable harm to TechnoKids Inc.

LICENSE GRANT
TechnoKids Inc. agrees that the Evaluator shall be permitted, subject to the terms of this Agreement, to print, install, and use the Curriculum, during the Evaluation Period for the sole purpose of evaluating the Curriculum for purchase. The Evaluator acknowledges that when the Evaluation Period expires, the Agreement terminates automatically.

AUTHORIZED USERS

• The Curriculum may be evaluated by the Evaluator only at the Site.
• The Curriculum may be disclosed only to persons at the Site having the need to know the information for the purpose of this Agreement.
• Access to print, install, and use the Curriculum shall be limited to those employees and agents of the Site that have a need to know for the purpose of this Agreement.
• Evaluator will use commercially reasonable efforts to restrict network or any other access to the Curriculum by anyone outside of Evaluator's facilities who are not authorized to evaluate the Curriculum.

TERMS OF USE

• Evaluator agrees to treat the Curriculum as it does its own valuable and sensitive information of a similar nature.
• Evaluator has the right to print the Curriculum. Printing is limited to no more than two (2) copies of the project (teacher guides and student workbooks) for evaluation by Authorized Users at the Site.
• Evaluator has the right to install on no more than two (2) personal computers, workstations, or other digital electronic devices including wireless devices, the Curriculum, for evaluation by Authorized Users.
• Evaluator shall be solely responsible for all expenses incurred in the printing, installation, and use of the Curriculum during the Evaluation Period.

RESTRICTIONS

• Evaluator is prohibited from making any copies of the Curriculum on magnetic media, such as a CD-ROM or DVD.
• Evaluator shall not remove any markings or notices of intellectual property rights from the Curriculum and shall ensure that all printed and digital files bear such marking or notices.
• Distance learning is prohibited. This restriction applies to use of the Internet, Intranet, and CD-ROM / DVDs.
• The Evaluator may not sell, lend, lease, rent, assign, or transfer the Curriculum to another party in any form.
• The Evaluator may not translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof.
• The Evaluator may not use or export the Curriculum to another country.
• The Evaluator shall not use the Curriculum as part of a course.

OWNERSHIP
Evaluator acknowledges that TechnoKids Inc. retains all ownership and intellectual property rights in and to the Curriculum, all derivative works created using the Curriculum and any related materials. TechnoKids Inc. reserves all rights not expressly granted herein. TechnoKids Inc. shall retain all applicable rights to copyrights, trademarks, patents, trade secrets, and all other intellectual property rights in the Curriculum.

EXCLUSIONS OF WARRANTIES
The Evaluator acknowledges that the Curriculum is provided for evaluation purposes "as is" without any warranty of any kind. TechnoKids Inc. expressly excludes all express or implied warranties relating to the Curriculum, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement. The Evaluator acknowledges that the entire risk arising out of use or performance of the Curriculum remains with the Evaluator.

LIMITATIONS OF LIABILITY
Evaluator agrees that TechnoKids Inc. shall not be liable for any direct, indirect, incidental, special or consequential damages, damages for loss of profits, revenue, data or data use, incurred by the Evaluator or any third party, whether in an action in contractor or tort, even if TechnoKids Inc. has been advised of the possibility of such damages.

SUPPORT SERVICES
At its sole discretion, TechnoKids Inc. may provide curriculum support for the Curriculum to the Evaluator. However, TechnoKids Inc. shall not be obligated to provide curriculum support for the Curriculum, to ensure the proper operations or compatibility of the Curriculum with any software or hardware, or correct any errors or defects in the Curriculum.

TERMINATION

• This Agreement shall continue for the duration of the Evaluation Period. However, it will terminate if the Evaluator fails to comply with any of its terms and conditions.
• If any breach of this Agreement by Evaluator occurs, TechnoKids Inc. may terminate this Agreement, whereupon this Agreement and all rights granted to Evaluator herein shall immediately cease.
• The Evaluator agrees, upon termination, to promptly destroy any printed Curriculum and delete all Curriculum files from computers. In addition, Evaluator shall upon request promptly provide TechnoKids Inc. a letter certifying the destruction of the Curriculum, and shall take all reasonable steps within its power, alone or in conjunction with TechnoKids Inc. to prevent any further unauthorized use or disclosure of such Curriculum.

GENERAL TERMS

• The Evaluator accepts the Agreement and understands that any violation will be prosecuted to the full extent of local law.
• If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable such provisions shall be severed from the licensing agreement, however, the other provisions shall remain in full force and effect.
• All trademarks acknowledged.
• No documentation provided by TechnoKids Inc. may be copied without written permission from TechnoKids Inc. unless produced under the terms of the Agreement.
• TechnoKids Inc. reserve the right to alter licensing conditions at any time, without prior notice. No terms or conditions will affect the Evaluator’s rights as defined under Canadian law.
• At any time during or after the Evaluation Period, the Evaluator may purchase a license to use the Curriculum at the Site. However, TechnoKids Inc. acknowledges that there is no obligation for the Evaluator to purchase the Curriculum.