United States Academic Decathlon^®
ELECTRONIC MATERIAL LICENSE AGREEMENT

This License Agreement (“Agreement”) is between United States Academic Decathlon^® (“Licensor”) and you (“Subscriber”), the individual end-user and USAD Coach who clicks the “I accept the terms of this license agreement” statement at the bottom of this page. Subscriber is being licensed the right to use USAD Electronic Material (the "Material") for ONLY their team as part of the electronic download service offered by Licensor.

1. Grant of License. Licensor hereby grants Subscriber a limited, non-exclusive, non-sub licensable, non-transferable license to use the Material for their team, including the documents, files and any updates provided to Subscriber by Licensor in connection therewith as hosted by Licensor and accessed by Subscriber for the term paid for by Subscriber, solely in accordance with the terms and conditions of this License Agreement. The license granted under this Agreement permits you to access and use the Material only for the team located at a single middle or high school. Access, including passwords and access keys, may not be shared or transferred, and each individual middle or high school wishing to access and use the Material must pay the applicable license fee and agree to the terms of this Agreement.

2. Description of Material. Material consists of specific files and data that have been ordered from Licensor. Some or all of the Material may not be available at certain times due to maintenance and/or computer, telecommunication, electrical or network failure or any other reasons beyond our control, such as acts of god, terrorism, etc. Licensor shall not be liable to you if you are unable to gain access to the system.

3. Terms and Conditions of Use. Your use of the Material is subject to all applicable local, state, national and international laws and regulations. Subscriber will: (a) not (nor cause or permit any other person to): (i) copy, in whole or in part, the Material; (ii) post any of the Material on the Internet, or otherwise publish or produce any copy of the Material in whole or in part; (iii) delete any copyright, trademark, patent or other notices of proprietary rights of Licensor as they appear anywhere in or on the Material; (iv) share a password or download key or otherwise permit any other person to access or use the Material directly and (b) not acquire any rights or ownership to the Material by subscribing to the Material; (i) agree that the files in the Material is designed to be shared by others on your team but not the general public.

4. Liability. Subscriber and any person to whom Subscriber provides access to the Material shall be jointly and severally liable for any violation of the Terms and Conditions of this License and any and all damages, costs, expenses and attorneys fees incurred by Licensor in connection therewith.

5. Disclaimer of Warranties. The transmission, storage, viewing and retrieval of data and files through the World Wide Web is subject to a variety of conditions that make such transmission, storage, viewing and retrieval potentially unreliable. ACCORDINGLY, THE USE OF THE MATERIAL IS AT YOUR SOLE RISK. THE MATERIAL IS PROVIDED TO THE SUBSCRIBER ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR, ON BEHALF OF ITSELF AND ITS DISTRIBUTORS, ADVERTISERS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE MATERIAL (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). PLEASE NOTE THAT THE MATERIAL MAY NOT MEET YOUR NEEDS. LICENSOR MAKES NO REPRESENTATION OR WARRANTY: (A) THAT YOUR ACCOUNT OR THE MATERIAL WILL MEET YOUR NEEDS; (B) THAT ACCESS TO YOUR ACCOUNT OR THE MATERIAL WILL BE TIMELY, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE; (C) THAT THE DATA AND FILES SUBSCRIBER STORES IN THE ACCOUNT WILL NOT BE LOST OR DAMAGED; (D) THAT THE DATA ON YOUR DESKTOP OR SERVER WILL NOT BE LOST OR DAMAGED; OR (E) THAT DEFECTS IN THE MATERIAL WILL BE CORRECTED. SUBSCRIBER ACKNOWLEDGES THAT ANY MATERIAL OR DATA SUBSCRIBER RETRIEVES THROUGH THE USE OF THE MATERIAL IS DONE AT YOUR CHOICE AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE RETRIEVAL OF SUCH MATERIAL OR DATA.

6. Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS ADVERTISERS, SUPPLIERS OR SPONSORS INCLUDING WITHOUT LIMITITATION ENLYGHT SOFTWARE HAVE ANY OBLIGATION OR LIABILITY TO SUBSCRIBER FOR THE COST OF PROCUREMENT OF SUBSTITUTE MATERIALS OR DATA OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE OR PROFITS OR BUSINESS INTERRUPTION) OR OTHER PECUNIARY LOSS ARISING OUT OF YOUR USE OR INABILITY TO USE THE MATERIAL OR YOUR LOSS OF DATA OR FILES STORED THEREIN.

7. Indemnification. Subscriber will defend, indemnify and hold Licensor, its sponsors, affiliates, agents, officers, suppliers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (a) Your use of the Material, (b) any violation of this Agreement by You.

8. Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.

9. Modifications to this Agreement. The terms and conditions of this Agreement may be changed by Licensor from time to time. Upon any such change, Licensor will notify Subscriber of such change by posting an updated version of this Agreement on the Licensor's website located at http://www.usad.org. Your use of the Material after such notification will constitute your acceptance of such changed terms and conditions.

10. Miscellaneous. Licensor's failure to insist upon or enforce strict performance of any provision or right of this Agreement will not be construed as a waiver of any provision or right. This Agreement will be governed by the laws of the State of Minnesota, without regard to its conflict of laws rules. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and any successor treaties will not apply. Subscriber consents to the venue and exclusive jurisdiction of the state and federal courts located in the State of Minnesota, U.S.A., with regard to any claim arising under or otherwise occurring by reason of this Agreement. Subscriber will commence any claim or cause of action arising under or otherwise occurring by reason of this Agreement within one (1) year after the claim or cause of action arises or such claim or cause of action is forever barred. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous understandings and agreements.