FORM OF END USER AGREEMENT

KNOWLEDGENET PRODUCTS AND SERVICES END USER LICENSE AGREEMENT

1. LICENSE.   KnowledgeNet grants You, subject to KnowledgeNet’s receipt of all appropriate license fees, a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the KnowledgeNet Products solely for personal professional purposes and solely from the KnowledgeNet website. If the KnowledgeNet Products are being licensed for hosting by You, You may use one copy of the Products only on a single computer and a single terminal, work station or other device for which the Products were designed (“Computer”) solely for development of Internet-based training applications relating to Your or Your employer’s business and You may install and execute the KnowledgeNet Products solely in Executable Code form (which means the fully compiled version of a software program that can be executed by a computer and used by You without further compilation) for Your personal use at Your employer’s facilities as may be needed for You to develop, deliver and support computer-based training applications relating solely to Your or Your employer’s business.
   
2. RESTRICTIONS.   The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may you permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void.
   
   The KnowledgeNet Products are licensed as a single product; they may not be shared or used concurrently on more than one Computer or by more than one user at a time, except as set forth in this paragraph. The Product is “in use” on a Computer when it is loaded into the permanent memory (e.g., a hard disk or other storage device) or loaded into the temporary memory (e.g., RAM) of a Computer.
   
   You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the KnowledgeNet Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the KnowledgeNet Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the KnowledgeNet Products, or any part thereof in any way including, but not limited to, making the KnowledgeNet Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the KnowledgeNet Products. You may not remove any proprietary notices or labels from the KnowledgeNet Products.
   
   You may not make copies of the KnowledgeNet Products, copy the printed materials or documentation accompanying the KnowledgeNet Products or give copies to another person, or duplicate the KnowledgeNet Products by any other means, including electronic transmission, except as specifically set forth herein. If You are hosting the KnowledgeNet Products, You may store or install a copy of the KnowledgeNet computer software on a storage device, such as a network server, used only to install or run the software on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the software is installed, used accessed, displayed or run. In addition, although You are encouraged to make a backup copy of the software for your own use, you are not allowed to make more than tw0 copies for backup purposes, provided that the copy You make contains all of the software’s proprietary notices. You may print one copy of an e-kit (student materials provided electronically) solely in accordance with the instructions provided to You regarding the specific e-kit transmitted to You.
   
   WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE KNOWLEDGENET PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
   


3. OWNERSHIP.   The KnowledgeNet Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the KnowledgeNet Products) are the property of KnowledgeNet or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The KnowledgeNet Products are licensed, not sold, to You for use only under the terms of this Agreement, and KnowledgeNet reserves all rights not expressly granted to You. KnowledgeNet and KnowledgeNet Products referenced in the KnowledgeNet Products are either trademarks or registered trademarks of KnowledgeNet. Other product and company names mentioned in the KnowledgeNet Products may be the trademarks of their respective owners. For clarification, You shall have no ownership or other right, title or interest in and to the KnowledgeNet Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights having been expressly reserved by KnowledgeNet. You also agree that you will indemnify KnowledgeNet for any and all costs, expenses and damages incurred by KnowledgeNet as a result of your infringement of KnowledgeNet’s intellectual property rights in or to the KnowledgeNet Products.
   


4. TERM.   Your right to access the KnowledgeNet Products pursuant to the terms and conditions of this Agreement began on the start date agreed between You and KnowledgeNet when you ordered the KnowledgeNet Products or on the date of shipment of the KnowledgeNet Products on CD Rom or hard drive, or as indicated in your contract with KnowledgeNet. This Agreement is deemed accepted by You and commences upon Your clicking on the “I Accept” button or using the KnowledgeNet Products. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular KnowledgeNet Product that You licensed, or the term of the license set forth on the KnowledgeNet Product label on the CD Rom or hard drive, or the term of the license set forth in your contract with KnowledgeNet. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 7 (“Warranty; Disclaimer”), 8 (“Limitation of Liability”), 11 (“Export Law”), and 12 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.
   


5. TERMINATION.   This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement. KnowledgeNet reserves the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by notifying KnowledgeNet in writing. Upon receipt of notice of termination, the license shall cease, and You shall promptly destroy, or return to KnowledgeNet any KnowledgeNet Products in Your possession or control. Further, in the event of a termination or expiration of any agreement between KnowledgeNet and a third-party supplier of content, Your right to access and use such content shall expire.
   
6. THIRD-PARTY SOURCES.   You acknowledge that the KnowledgeNet Products may incorporate information that is proprietary to one or more third party(ies). Such third party(ies) and KnowledgeNet suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with KnowledgeNet directly against You.
   
7. CONTENT AND MAINTENANCE DISCLAIMER.   You acknowledge and agree that: (a) KnowledgeNet may, from time to time, elect to update the KnowledgeNet Products, but KnowledgeNet does not warrant or guarantee that any KnowledgeNet Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (b) KnowledgeNet does not assume, and expressly disclaims, any obligation to obtain and include any information in the KnowledgeNet Products; (c) KnowledgeNet is not advocating the use of any product described in the KnowledgeNet Products (or elsewhere), nor is KnowledgeNet responsible for misuse of a product due to typographical or other errors in the KnowledgeNet Products, Your negligence or otherwise; (d) You agree to seek additional information on any product from the manufacturer; and (e) You will use the content included in the KnowledgeNet Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the KnowledgeNet Products through independent sources.
   
8. WARRANTY DISCLAIMER.   THE KNOWLEDGENET PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” KNOWLEDGENET AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE KNOWLEDGENET PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE KNOWLEDGENET PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE KNOWLEDGENET PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE KNOWLEDGENET PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE KNOWLEDGENET PRODUCTS.
   


9. LIMITATION OF LIABILITY.   EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER KNOWLEDGENET NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE KNOWLEDGENET PRODUCTS, NOR KNOWLEDGENET’S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE KNOWLEDGENET PRODUCTS, EVEN IF KNOWLEDGENET, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. KNOWLEDGENET’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE KNOWLEDGENET PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN KNOWLEDGENET AND YOU.
   


10. U. S. GOVERNMENT END USERS.   If You are using or accessing the KnowledgeNet Products and you are a government employee, then note that the KnowledgeNet Products are a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the KnowledgeNet Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the KnowledgeNet Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
    


11. EXPORT LAW.   The KnowledgeNet Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by KnowledgeNet prior to any access, You agree not to export the KnowledgeNet Products including but not limited to re-exporting the KnowledgeNet Products, or any part thereof, or any process that is the direct product of the KnowledgeNet Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold KnowledgeNet harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by You of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.
    


12. General.
    
    
    12.1   GOVERNING LAW AND VENUE.   This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Arizona as those laws are applied to contracts entered into and to be performed entirely in Arizona by Arizona residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Arizona or in state court in Maricopa County, Arizona, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Arizona. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
    
    12.2   PRIVACY.   KnowledgeNet’s current privacy policies, available at http://www.knowledgenet.com/, are incorporated herein by reference.
    
    12.3   WAIVER.   The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
    
    12.4   ASSIGNMENT.   Neither this Agreement nor any of Your rights or obligations of hereunder may be assigned by You in whole or in part without the prior written approval of KnowledgeNet. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
    
    12.5   SEVERABILITY.   If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
    
    12.6   COMPLETE AGREEMENT.   This Agreement is the complete and exclusive statement of the agreement between KnowledgeNet and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
    
    
13. Requirements of the Arizona State Board for Private Postsecondary Education. The following information is provided to you as required by the Board under A.R.S. § 32-3001.
    
    
    13.1   Refund Policy: The refund policy that applies to the You is the KnowledgeNet Satisfaction Guarantee, which is published on the KnowledgeNet web site at www.knowledgenet.com. (A different refund policy may apply to you if you are using the KnowledgeNet Information subject to a contract between your organization and KnowledgeNet or a KnowledgeNet distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)
    
    13.2   FTC Cancellation Notice: The You may cancel this contract and receive a full refund of all monies paid to date if cancellation is made in writing to KnowledgeNet, Inc. and mailed/delivered to the institution at the address stated herein within three (3) business days after the date of acceptance. (A different refund policy may apply to you if you are using the KnowledgeNet Information subject to a contract between your organization and KnowledgeNet or a KnowledgeNet distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)
    
    13.3   Job Placement Disclaimer: KnowledgeNet does not guarantee job placement upon program/course completion or upon graduation.
    
    13.4   Holder in Due Course Disclaimer: Any “holder” of a consumer credit contract is subject to all claims and defenses that the debtor could assert against the seller of goods and services obtained pursuant hereto or with the proceeds hereto. Recovery by the debtor shall not exceed amounts paid by the debtor. (FTC Rule effective 5-14-76). See A.R.S. §47-3302 for more information.
    
    13.5   Grievance Procedure: If you are dissatisfied with the services that KnowledgeNet has provided for you, you may direct your written complaint, grievance, or dispute as follows:
    
    
    (a) First Level of Contact:    Customer Service Department
    
    (b) Second Level of Contact:    Manager, Customer Service Department
    
    (c) Top Level of Contact:    Director, Sales and Customer Service Division
    
    (d) Address:
    KnowledgeNet
    14624 N. Scottsdale Road, Suite 300
    Scottsdale, Arizona 85254
    Customer Service # 877-602-KNET
    
    
    (e) Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution. If the complaint cannot be resolved after exhausting KnowledgeNet’s grievance procedure, You may file a complaint with the Arizona State Board for Private Postsecondary Education. You may contact the State Board for further details.
    
    (f) A different grievance procedure may apply to you if you are using the KnowledgeNet Information subject to a contract between your organization and KnowledgeNet or a KnowledgeNet distributor. In that case you should contact the appropriate person within your organization to inquire about the grievance procedure that applies to you.)
    
    
14. You acknowledge that, in providing You with the KnowledgeNet Products, Knowledgenet has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that KnowledgeNet may have under trade secret, copyright, patent, or other laws that may be available to it.