SMART Technologies Inc. Software End User License Agreement for SynchronEyes(TM) This is a legal agreement between your company (the "Company") and SMART Technologies Inc. ("SMART") for SynchronEyes classroom management software (the "Software"). Please read this Software End User License Agreement carefully before using the Software. By installing and using the Software, you, on behalf of the Company, are accepting the Software and agreeing to become bound by the terms of this License Agreement. You acknowledge that you have the authority to bind the Company to the terms of this License Agreement. If you do not have such authority or you, on behalf of the Company, do not otherwise agree to be bound by the terms of this License Agreement, do not install or use the Software. 1. Grant of License Subject to payment of the applicable license fees, SMART grants the Company a non-exclusive, non-transferable license to install and use the Software and accompanying documentation as follows for the license types set out below: Lab License (a) the Company may install and use the Software on one (1) teacher-station desktop computer and an unlimited number of student-station desktop computers linked to the teacher-station desktop; (b) the Company may transfer the Software from one teacher-station desktop computer to another teacher-station desktop computer provided that it is removed from the teacher-station desktop computer from which it is transferred; (c) any copying of the Software for teacher-station desktop computers is prohibited unless additional Software licenses are purchased by the Company; and (d) the Company may copy the documentation, without charge, as necessary to fully utilize the Software, provided the copies contain all of the original proprietary notices. Any attempt by the Company to install or use the Software on teacher station desktop computers in excess of the number actually purchased and licensed by the Company is a breach of this Agreement. School License - is restricted to for use at a K-6 school, middle school or high school education site ("Education Site") defined as the building or group of buildings identified by the Company to SMART at the time of license. The Company may install and use an unlimited number of Software licenses for each school site with a valid School License. For greater certainty, a single Education Site which physical boundary combines any combination of K-6, middle school and/or high school building will each require its own separate School License respectively. 2. Restrictions The Company may not reverse engineer, reverse compile, translate, decompile, disassemble, modify, create derivative works or otherwise attempt to derive source code from (or the underlying ideas, algorithms, structure or organization) of the Software or any component thereof, for any purpose, including for the purpose of discovering any aspect of the technology inherent therein. Company may undertake such activities provided that SMART has provided its written consent and that such activities are limited to the minimum extent required for the purpose of achieving inter-operability of other independently developed computer programs and only to the minimum extent that such activity is expressly and strictly permitted by applicable law notwithstanding the foregoing limitation. The Company may not rent, lease, lend or sublicense, distribute or supply the Software or any component thereof to any other party. 3. Ownership and Proprietary Markings The Company agrees that nothing in this License Agreement conveys to the Company any right, title or interest in the Software including all intellectual property rights created by or arising out of the performance of this License Agreement and the intangible concepts, knowledge, ideas, information, methodologies and know-how contained in and given effect through the Software. SMART's logos, product names, the Software manuals, documentation and other support materials are either copyrighted, trademarked, constitute valuable trade secrets (whether or not any of them may be copyrighted or trademarked) or are otherwise proprietary to SMART. The Company agrees not to remove any product identification or notices of the proprietary restrictions from SMART's products. 4. Technical Support During regular business hours, technical support may be provided by SMART free of charge for any issues that arise during initial installation of the Software. Any technical support beyond initial installation will be provided by SMART in accordance with SMART's software support policies and supplementary agreements, if any, at applicable fees. 5. Termination This License Agreement is effective until terminated. The Company may terminate this License Agreement at any time by destroying the Software in the Company's possession. This License Agreement will also immediately terminate if, in SMART's sole opinion, the Company has failed to comply with any term or condition of this License Agreement. In the event of such termination, the Company agrees to certify in writing to SMART that the Software (together with any and all copies) has been destroyed or alternatively, has been returned to SMART. 6. Software Selection for Intended Results The Company, and not SMART, assumes responsibility for (i) the selection of the Software to achieve its intended results; and (ii) the installation, use and results obtained from the Software. 7. Disclaimer of Warranties If the Software proves defective, SMART may replace the Software for up to ninety (90) days from the date of purchase; otherwise, the Company assumes the entire cost of all necessary servicing, repair or correction of the Software. EXCEPT AS PROVIDED ABOVE, ANY USE OF THE SOFTWARE IS PROVIDED "AS-IS" AND AT COMPANY'S OWN RISK WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMART AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH REGARD TO THE SMART PRODUCT AND ANY COMPONENT THEREOF, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. SMART DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE IS INTERRUPTION OR DEFECT FREE. THE ENTIRE RISK AS TO THE PERFORMANCE OF THE SOFTWARE IS WITH THE COMPANY. THIS LIMITED WARRANTY GIVES COMPANY SPECIFIC LEGAL RIGHTS. COMPANY MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION. 8. No Liability for Consequential Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMART OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO ANY PERSON OR PROPERTY, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF PRIVACY, DAMAGES FOR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR LOSS OF USE, DATA, DAMAGES FOR FAILURE TO MEET ANY DUTY INCLUDING THE DUTIES OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SMART PRODUCT, THE SOFTWARE OR ANY COMPONENT THEREOF OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SMART OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO COMPANY. IN ANY CASE, SMART'S ENTIRE LIABILITY AND COMPANY'S EXCLUSIVE REMEDY UNDER THIS LICENSE SHALL NOT EXCEED THE TOTAL LICENSE FEE PAID. The Company agrees that SMART would not be able to provide the Software on an economic basis without such limitations. 9. General This License is governed by the laws of the Province of Alberta, Canada. Also to the extent permitted by applicable law, the parties irrevocably agree that any litigation involving this License, the Software or the SMART Product shall be brought in the provincial courts in the Province of Alberta or the federal courts of Canada, as the case may be. Company agrees that Company shall not assert any claim that Company is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If the Company has any questions concerning this License Agreement, or if the Company desires to contact SMART for any reason, please write: SMART Technologies Inc., Suite 300, 1207 - 11th Avenue SW, Calgary, AB CANADA T3C 0M5. SynchronEyes is a trademark or registered trademark of SMART Technologies Inc. in Canada, the United States of America and other countries.