BRIGHTTHINKERTM LICENSE AGREEMENT

This License agreement (“Agreement”) is hereby entered into this [DATE FIELD AUTOMATICALLY
POPULATED] (“Agreement Date”), between Blue Learning, Inc., a Texas nonprofit corporation
(“Licensor”) and [Name of Licensee] (“Licensee”) for the use of Licensor’s proprietary Internet-based
curriculum entitled BRIGHTTHINKERTM (Version 2.1), which includes academic core curriculum content
for grades 3-12 in Math, Language Arts, Social Studies/History, Science and Electives; and all of its
components (including, but not limited to, data, software, technology, animation, photographs, graphic,
audio and visual files, text, platform, documentation and any and all related materials (collectively
hereinafter referred to as the “Application”). The parties agree that access to and use of the Application
by the Licensee or Authorized Users (defined below) is subject to the following terms and conditions set
for the herein:
1. TERM. The duration of the License set forth in this Agreement and any one or more User
Licenses (as that term is defined below) granted pursuant to this Agreement is for NUMBER
(NUMBER) year(s), commencing on DATE, and ending on DATE (“Initial Term”). Upon issuance
by Licensor of an invoice for payment to extend or renew the License for an additional or renewal
term of one year (or such other duration as stated in the invoice) and either: payment of such
renewal license fees by Licensee; or, Licensee’s continued accessing of and use of the
Application, this Agreement shall be extended for a renewal term of one year (or such other
duration if stated in the invoice) (“Renewal Term”) to commence upon the expiration of the then in
effect Initial Term or Renewal Term. The Initial Term and any Renewal Terms shall collectively be
referred to herein as the “Term”.
2. GRANT OF RIGHTS/LICENSE. Subject to the terms and conditions set forth herein, Licensor
hereby grants to Licensee a nonexclusive, nontransferable license to utilize the Application during
the Term of this Agreement solely with Licensee’s students, administrators, faculty, and staff
(“Authorized Users”), through one or more Concurrent User Licenses, Individual User Licenses,
and/or Individual Course Licenses (collectively referred to as “User Licenses”). The number of
User Licenses granted is set forth in Attachment A. Licensee shall not assign or sublicense any of
its rights hereunder in any manner whatsoever without Licensor’s prior written consent. Licensee
shall have the right to access the Application via the Internet with the number of paid in full User
Licenses stated on Attachment A.
3. USER LICENSES:
a. Each User License shall have the definition specified in Attachment A.
b. Each Authorized User and the User License is subject to the BRIGHTTHINKERTM Privacy
Policy posted at www.BrightThinker.com as may be amended, supplemented, changed, or
terminated from time to time without notice. In the event of a conflict, the provisions of this
Agreement shall supersede the BRIGHTTHINKERTM Privacy Policy.

4. FEES. Licensee shall pay the fees each year as set forth in Attachment A contemporaneously
with the execution of this Agreement for the Initial Term. For any Renewal Term, Licensee shall
remit to Licensor the fees as set forth in the Licensor’s renewal invoice. Licensee shall remit full
payment to Licensor for other fees upon receipt by Licensee of Licensor’s invoice for such other
fees or when such ancillary services or goods for which the other fees are incurred or delivered,
whichever occurs first. Licensor retains the right to discontinue Licensee’s access to or use of the
Application, without prior notice to Licensee, if Licensee fails to make any payment of fees or

payments due to Licensor within thirty (30) days of when any such fees or payments are invoiced
or due.
5. OWNERSHIP. The Application and all its associated materials are the solely owned or legally
licensed property of Licensor, and under the terms of this Agreement, the Application is licensed,
not sold, to Licensee. Licensee acknowledges and agrees that its rights are limited to a
nonexclusive, nontransferable, limited license for use of the Application and any software
programs or other proprietary materials of third parties that are incorporated into the Application,
according to the terms of this Agreement. Licensor reserves and retains all right, title, and interest
(including but not limited to copyrights, patents, trademarks, service marks, and other intellectual
property rights) in, to, and associated with the Application, including all rights to any and all
derivative works that may result from the use of the Application by Licensee.
6. TRAINING. Licensor shall provide training to Licensee and its Authorized Users upon payment to
Licensor of the Training and Service Package Fee. Any deficiency in training in terms of content,
scope, or time devoted to the training must be specified in detail by Licensee in writing to
Licensor within sixty (60) calendar days after the completion of the training. Failure to submit such
notice will be deemed an acceptance by Licensee of the training.
7. WARRANTIES AND REPRESENTATIONS. Licensee hereby warrants and represents that it
shall:
a. Promptly and completely install, use, test, and inspect the Application to ensure that it
conforms with the agreed requirements in all material respects and shall promptly advise
Licensor in writing of any nonconformity within one hundred twenty (120) days from the date
that access to the Application is first provided.
b. Utilize the Application only as expressly provided for herein and shall not do any act or thing
or fail to do any act or thing, or knowingly permit or allow any other person or entity to do any
act or thing or fail to any act or thing, that will harm or diminish Licensor’s rights in and to the
Application including, without limitation, the copyrights, trademarks, or intellectual property
therein or make copies of, nor distribute, nor permit any use of, the Applications or any
intellectual property related thereto and licensed hereby, other than as specifically authorized
herein.
c. Not deem any intermittent lack of access to the Application and/or periodic interruption of
access to the Application, to be a material breach of any obligation of Licensor or breach of
warranty, even if such interruption or lack of access occurs during Licensee’s school hours or
classes.
d. Not, nor permit or allow any other party to, reverse engineer or otherwise analyze,
reconstruct, disassemble, modify or reproduce any portion of the Application in any way.
e. Furnish all computer and network hardware and software with adequate system configuration
and maintenance and adequate internet service to operate the Application.

8. CUSTOMIZATION
a. Licensee acknowledges that Licensor may provide Licensee with access to an application
allowing for the creation, modification, and deletion of portions of the Application and its
related curriculum (“Customization”). Licensee acknowledges and agrees that any and all

content or material used, added, modified or created through or in connection with
Customization (“Custom Content”) shall be the sole and exclusive property of Licensor. As
such, Licensee, for itself and its agents, employees, and Authorized Users, hereby assigns,
quit-claims and waives any and all rights to any Custom Content that may be created, shared
or utilized in connection with the Application through the Customization.
b. Licensee shall not use, nor permit anyone, including its staff, teachers, students or other
Authorized Users to use the Customization in any manner that could infringe upon any
proprietary rights of any party or that could defame, slander, or libel any party, or to add or
provide access to any content that Licensor deems in its sole discretion to be harmful,
threatening, unlawful, defamatory, infringing, harassing, vulgar, obscene, fraudulent, invasive
of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, or
otherwise violates any law of the United States or any other application jurisdiction.
9. TECHNICAL SUPPORT AND OPERABILITY. For the Term of this Agreement, Licensor shall
provide Licensee with technical support (unless otherwise stated in Attachment A) for the
Application subject to Licensee’s payment in full of any and all balances due to Licensor. The
following issues are not covered by Licensor technical support under any circumstances, and
Licensor shall not be responsible for any action or inaction by Licensee in reliance on any
statements made on technical support matters identified as follows in subparagraphs 9a.-d., or
any other subject matter outside the scope of the technical support provided by Licensor pursuant
to this Agreement:
a. Network issues, including, but not limited to, internet service providers, online service
providers, spyware, viruses, malware, faulty communications, etc.
b. Hardware issues, including, but not limited to, switches, hubs, modems, routers, firewalls,
computers, etc.
c. Infrastructure issues, including, but not limited to, power, electrical, cable, internet
connection, etc.
d. Issues related to Licensee’s use or any Authorized User’s use of third-party software that are
not caused by or related to the Application, as determined by Licensor in Licensor’s sole
discretion.
10. DISCLAIMER.
a. Licensor does not guarantee the operability of the Application with all operating systems or
software. Licensor is not responsible for any hardware failure, operating system or software
conflict, server or security issue, or any other condition compromising the operability of the
Application or otherwise interfering with the Application’s functioning.
b. THE APPLICATION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE
APPLICATION, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY, OF SATISFACTORY
QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET
ENJOYMENT, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS.
c. LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS
THAT THE CONTENT IS FREE OF ERROR OR THAT IT WILL MEET LICENSEE’S

NEEDS

OR REQUIREMENTS, THAT THE APPLICATION WILL BE AVAILABLE AT ANY
PARTICULAR TIME OR LOCATION, OR THAT THE CONTENT WILL BE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.
d. The disclaimers set forth in this Agreement supersede any and all oral or written statements,
promises, information, advice, suggestions, demonstrations, or recommendations given by
Licensor, its representatives, dealers, distributors, agents, or employees. No statements that
are not set forth expressly, specifically, and unequivocally in this Agreement shall create a
warranty or in any way increase the scope of this Agreement and Licensee may not rely on
any such information, advice, suggestions, or recommendations.
e. LICENSOR HEREBY DISCLAIMS FOR ALL PURPOSES AND CIRCUMSTANCES ANY
RESPONSIBILITY OR LIABILITY FOR USE OF THE CUSTOMIZATION TOOL.

11. TERMINATION.
a. This Agreement and all License(s) granted herein shall terminate upon: (1) expiration of the
Term; (2) mutual written agreement of the parties; or (3) notice of termination issued by a
party due to a Default by the other party as described in Paragraph 12 herein.
b. Upon termination, Licensee shall immediately pay to Licensor all amounts due. No refunds,
whether prorated or otherwise, shall be due Licensee.
c. Upon termination, all rights granted to Licensee and Authorized Users shall automatically,
immediately, and irrevocably revert to Licensor and the Licensee and Authorized Users shall
immediately discontinue any and all access to and use of the Application.
d. Within thirty (30) days of termination, Licensee shall irrevocably and entirely delete, at
Licensee’s sole cost and expense, all Application components and materials, and any and all
copies thereof, within Licensee’s possession or control, in whatever form then existing,
including translations or compilations, whether partial or complete, and whether or not
modified or merged into other software. Licensor has the right to obtain upon request, within
thirty (30) days of the termination of the license granted under this Agreement, a written
statement made under oath by Licensee that all Application components and materials have
been destroyed and deleted, including the person(s) responsible for the destruction and/or
deletion, the date(s) on which it was completed, and written certification of said destruction
and/or deletion.

12. DEFAULT. Upon a Default, the non-defaulting party may elect to terminate the remainder of the
Licenses granted hereunder prior to the expiration of the Term by issuing written notice of
termination to the defaulting party. If Licensee is the defaulting party, Licensor may elect to
suspend Licensee’s access to the Application without immediately terminating the License. A
“Default” of this Agreement will be deemed to have occurred if:
a. The breaching party does not cure any material breach within thirty (30) days after delivery of
written notice of a material breach of this Agreement from the non-breaching party;
b. Upon the second breach by Licensee of a payment obligation under this Agreement in any
twelve (12) month period, if written notice of the breach was issued by Licensor upon the first
breach, whether or not such breaches were cured within thirty (30) days of such notice; or

c. Upon any violation by Licensee of Paragraph 7.b., 7.d., or 8.b. of this Agreement, the breach
of any one of which shall be deemed for all purposes a non-curable breach.

13. ASSIGNMENT. Neither party may assign this Agreement, or any part thereof, without written
permission from the other party, except for the unconditional right of Licensor to assign or
otherwise transfer this Agreement to any affiliate or any person or entity acquiring ownership of a
substantial portion of Licensor’s business interests.
14. CONTROLLING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS. VENUE FOR ANY ACTION, SUIT, OR OTHER PROCEEDING RELATING
TO THIS AGREEMENT SHALL LIE EXCLUSIVELY IN THE STATE COURTS OF DENTON
COUNTY, TEXAS, AND THE PARTIES IRREVOCABLY CONSENT TO THE EXCLUSIVE
JURISDICTION OF THOSE COURTS. ATTORNEY’S FEES IN ANY LEGAL ACTION SHALL
BE AWARDED TO THE PREVAILING PARTY.
15. CONTROVERSIES. Except for actions by Licensor to seek equitable relief, the parties hereby
agree that as a condition precedent to any party initiating any lawsuit to assert a claim for
monetary damages arising out of or relating to this Agreement, including the breach hereof, such
party shall first initiate and participate in good faith in a mediation for no less than eight (8) hours
and presided over by a mutually agreed upon mediator in Denton, Tarrant, or Dallas County,
Texas. The mediation fees shall be borne equally by the parties. Upon fulfilling the mediation
condition precedent, a party may thereafter file suit for monetary relief. The requirement of
mediation as a condition precedent to a party to this Agreement filing any action for monetary
damages shall not apply or be a condition precedent to any party seeking injunctive relief from
any court of competent jurisdiction to issue such injunctive relief.
16. INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. Licensee acknowledges that a breach of
this Agreement will cause Licensor irreparable harm, injury and damage, which cannot be
reasonably or adequately compensated by money damages. Accordingly, Licensee
acknowledges that Licensor shall be entitled to the remedies of injunction and specific
performance in the event of a breach, in addition to any available legal or equitable remedy.
Notwithstanding any other provision of this Agreement, Licensor may seek equitable relief from a
court at any time.
17. LIMITATION OF LIABILITY. LICENSOR, ITS SUBSIDIARIES, AFFILIATES, AND ASSIGNS,
AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS,
AND EMPLOYEES, SHALL NOT BE LIABLE TO LICENSEE, AUTHORIZED USERS, OR ANY
THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF FUNDS OR
PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF
DATA, OR ANY OTHER HARDSHIP, DAMAGES, OR LOSSES ARISING OUT OF OR
RELATED TO: (1) THE USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED;
(2) UNAUTHORIZED OR ACCIDENTAL ACCESS TO OR ALTERATION OF DATA; (3)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (4) ANY MATTER RELATING TO
THE USE OF THE APPLICATION—EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LICENSOR’S ENTIRE LIABILITY UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY LICENSOR
FROM LICENSEE.
18. REIMBURSEMENT RIGHTS. To the extent that Licensor or Licensee breaches an obligation,
covenant, representation, or warranty herein to the other (“Other Party”), and such breach gives
rise to a claim by a third party against the Other Party, the parties hereby agree that the

breaching party (“Responsible Party”) shall reimburse and be financially responsible to the Other
Party, for any and all charges, claims, damages, costs, judgments, decrees, losses, expenses
(including reasonable attorney’s fees and court costs), penalties, demands, liabilities, and causes
of action, demanded, claimed, or obtained by a third party against the Other Party, whether or not
groundless and including the expenses related to defending such claims, of any kind or nature
whatsoever by reason of, based upon, relating to, or arising out of a breach or claim of breach or
failure of any of the covenants, agreements, representations, or warranties the Responsible Party
has made hereunder. This contractual right of reimbursement hereunder shall be cumulative and
shall not be exclusive of any other right or remedy which may be available.
19. WAIVER. No term or provision hereof shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing signed and dated by the party claimed to have waived
or consented. A waiver by either party of any term or condition shall not be deemed or construed
as a waiver of such term or condition for the future, or of any subsequent breach thereof, nor a
permanent modification of such provision or of this Agreement.
20. NOTICE. Any notice to any party shall be effective if delivered via certified, registered mail,
overnight traceable courier, such as Federal Express, or via electronic mail so long as the
recipient party acknowledges receipt in writing to:
LICENSOR: Blue Learning

Attn: Office of Legal Services
P.O. Box 292632
Lewisville, TX 75029
Email:
legal@responsiveed.com

LICENSEE: School or Organization (“Licensee” or “Customer”)

Attn:
Address:
Email:

A party may change its address by giving the other party written notice thereof in the manner set
forth above.
21. SURVIVAL. The duties set forth in the following paragraphs shall survive termination of
this Agreement: 7.b., 7.d., 15, 17, and 19, and any other obligations or duties which by
their nature should survive termination of this Agreement, shall survive termination of this
Agreement.
22. COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute
one agreement. Signature pages transmitted by facsimile or electronic mail will be treated
as originals.
23. SEVERABILITY. If any part or parts of this Agreement shall be held unenforceable for any
reason, the remainder of this Agreement shall continue in full force and effect. If any
provision of this Agreement is deemed invalid or unenforceable by any court of competent
jurisdiction, and if limiting such provision would make the provision valid, then such
provision shall be deemed to be construed as so limited.
24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
Licensor and Licensee and supersedes any prior understanding or representation of any

kind preceding the date of this Agreement. There are no other promises, conditions,
understandings or other agreements, whether oral or written, relating to the subject matter
of this Agreement.
25. SIGNATURES. The parties hereto have executed this Agreement this day of ,
201_.

[NAME OF SCHOOL/ORGANIZATION], as LICENSEE

By:
Title:
School or Organization (“Licensee” or “Customer”)
Attn: Name
Position
Address
Phone: Phone Number

Blue Learning, Inc., a Texas nonprofit corporation, as LICENSOR

By:
Title:
BRIGHTTHINKERTM
Blue Learning
700 Parker Square, Suite 155
Flower Mound, TX 75028
Phone: (469) 251-7775

ATTACHMENT A

BRIGHTTHINKERTM USER LICENSES, TRAINING, AND

SERVICES

User Licenses (check one)

Subscription Licenses “Concurrent”
Limited 24/7 access—all courses. The Concurrent User License is a limited access
agreement. Each year of the agreement, the school must purchase one (1) Concurrent User
License for each student who will access the Application concurrently (i.e., at the same
time). For example, the school may have 100 students it wishes to utilize the Application but
only intends to have 50 students access the Application at any one time. Thus, the school
will need to purchase 50 Concurrent User Licenses.
Individual User Licenses
Unlimited 24/7 access—all courses. The Individual User License is an unlimited access
agreement. Each year of the agreement, the school shall be billed one (1) Individual User
License for each student who accesses the Application. For example, the school may have
100 students who access the Application. Thus, the school will be billed 100 Individual User
Licenses.
Individual Course Licenses
Unlimited 24/7 access—one course per student. The Individual Course License is an
unlimited access agreement. Each year of the agreement, the school must purchase one
(1) Individual Course License for each course in the Application assigned to each student.
For example, the school may have 100 students it wishes to access 250 individual courses
in the Application. Thus, the school will need to purchase 250 Individual Course Licenses.

LMS (check one)
BrainHoneyTM
BuzzTM
CanvasTM
BRIGHTTHINKERTM Software As A Service (SAAS)

Training and Service Package (check one)
_________ Premium Professional Development & Support Package
o The Premium Level Training and Service Package includes:
▪ 1 Implementation Virtual Meeting
● Up to 2 hours
▪ 1 Onsite Initial Start Up Staff Training: $2,500
● Up to 6 training hours (cannot be broken up)
● 25 attendees
▪ 3 quarterly 1-hour web based follow up sessions and/or webinars
● 15 attendees
● Three 30-minute planning calls with the Professional Development
Team

▪ Advanced Customization & Reporting Training
● Up to 2 hours
● Administrator training to learn the function of the Batch Update
● Batch Update tool added to school’s domain
▪ BrightThinker Phone & Email Support
● Support available during office hours for BrightThinker’s partner
school staff

o Cost:
▪ $3,500 for 1st contract year: (Value of $4,625)
▪ $3,000 per year for length of contract after the initial year
▪
Deluxe Professional Development & Support Package
o The Parallel Level Training and Service Package includes:
▪ 1 Implementation Virtual Meeting
● Up to 2 hours
● 15 attendees
▪ 1 Web Based Initial/Start Up Staff Training
● Up to 3 hours
● 15 attendees
▪ 2 bi-annual 1-hour web based follow up sessions and/or webinars
● 15 attendees
● 30-minute planning call included with the Professional Development
Team

▪ Advanced Customization & Reporting Training
● Up to 2 hours
● Administrator training to learn the function of the Batch Update
● Batch update tool added to the school’s domain
▪ BrightThinker Phone & Email Support
● Support available during office hours for BrightThinker’s partner
school staff

o Cost
▪ $2,000 for the 1st contract year ($2,500 value)
▪ $1,500 per year for length of contract

Additional Training Services
o Should a customer not want to purchase a package, the below items can be
chosen, however, they will NOT be given the option of the recurring support
Webinars and trainings, and support will be via email only.
o These line items can be added on to any package, and/or may be purchased
individually
▪ On Site Professional Development: $2,500
● 2 hours Administrator implementation
● 4 hours PD with teachers
▪ Web Based Professional Development: $1,500
● 2 hours Administrator implementation meeting: one-time creation of
domain settings, site implementation, etc.
● 2 hours Teacher training
▪ Web Based Training Add-on
● Additional webinar trainings may be purchased at $200, with a
minimum required purchase of 2 hours
● Included BrightThinker Email Support for Standalone purchases
Support available during office hours for BrightThinker’s partner school staff
BrightThinker Advanced Platform Customizations
● In the event that changes to your domain settings that include but are not
limited to:
o Pass thresholds
o Everything the batch update tool has in it
o Everything we develop for reporting
● One time change to domain Advanced Customization and Reporting
o Done on behalf of the school upon request: $100 per instance
● Advanced Customization & Reporting Training: $500
o Up to 2 hours
o Administrator training to learn the function of the Batch Update
o Batch update tool added to the school’s domain

Invoicing
Invoicing will occur based on actual usage as measured in the Agilix User Activity report. Within five (5)
business days of the dates specified below of the Initial Term, Licensee will provide to the Licensor a
copy of the Agilix User Activity report for the period of the License Year up through and including the most
recently completed reporting period. Licensee will ensure the inclusion of all Licensor course activity for
the reporting period. Invoicing will occur within five (5) business days after receipt of the Agilix User
Activity report, based on reconciliation of the Agilix User Activity reports.
Licensee shall provide an Agilix User Activity report to Licensor as of:
specific dates to be determined

935159-v1/15036-001000

BrightThinker
a division of Blue Learning
Standard Terms & Conditions
BACKGROUND

A. BRIGHTTHINKER has developed and is willing to provide to Customer access to the
BRIGHTTHINKER Personalized Learning System (“BRIGHTTHINKER”) curriculum as a service for
use by Customer.
B. Customer desires to license access to BRIGHTTHINKER for use by the faculty, administration,
staff, and students enrolled by Customer.

ARTICLE 1
DEFINITIONS

1.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is
under common control with that party (provided such entity is treated as an Affiliate only for the period
for which such control exists), where “control” means the actual power, either directly or indirectly
through one or more intermediaries, to direct or cause the direction of the management and policies of
such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity,
by contract or otherwise.

1.2 “Authorized End Users” means faculty, administration, staff and students who enroll in
classes offered by Customer.
1.3 “Content” means content, information or materials (including without limitation course
materials).
1.4 “Documentation” means the electronic materials provided along with the
BRIGHTTHINKER Curriculum that describe how to use the BRIGHTTHINKER Curriculum.

1.5 “BRIGHTTHINKER Curriculum” means the object code form of the BRIGHTTHINKER
curriculum product branded as “BRIGHTTHINKER.”
1.6 “Marketing and Promotional Materials” means such marketing and promotional materials
developed by BRIGHTTHINKER and provided to Customer to be used in the marketing and promotion
of the BRIGHTTHINKER Curriculum, including any partnering contributions by BRIGHTTHINKER in
research and writing of white papers for use at educational conferences or marketing events.
1.7 “Teacher” means an Authorized End User of BRIGHTTHINKER designated with a Teacher
or Teaching Assistant role in any Course (or Section) offered by Customer in BRIGHTTHINKER.

1.8 “Student” means an Authorized End User of BRIGHTTHINKER designated with a Student
role in any Course (or Section) offered by Customer in BRIGHTTHINKER.
1.9 “Enrollment” means any and all instances of an Authorized End User's designation as a
Student in any Course (or Section) offered by Customer in BRIGHTTHINKER.

ARTICLE 2
TERM AND TERMINATION

2.1 Term. The term of this Agreement (the “Term”) will begin on the Effective Date and will expire
on the contract anniversary based upon the terms in Exhibit A, unless earlier terminated pursuant
to the terms of this Agreement. This Agreement will automatically renew for successive one (1)
year periods unless either party provides written notice to the other stating its intention to not
renew the Agreement at least thirty (30) days prior to the renewal date.
2.2 Termination. This Agreement may be terminated upon the following terms and conditions:
(a) The License will terminate automatically upon any non-compliance by Customer with any
of the restrictions in subsections 1.2 and 1.3 above.
(b) Either party may terminate this Agreement at any time should the other party default on any
of its material obligations under this Agreement if, within thirty (30) days after written notice, such other
party has failed to begin good faith efforts to cure the default. To be effective, such written notice must
specify the default and state the intention to terminate if the default is not cured.
(c) Either party may terminate this Agreement at any time if (i) the other party is declared
insolvent or bankrupt, (ii) if a petition is filed in any court and not dismissed in ninety (90) days to declare
one of the parties bankrupt or for a reorganization under the bankruptcy laws or similar statutes; or (iii) if
a trustee in bankruptcy or receiver or other similar entity is appointed for one of the parties.
2.3 Post-Termination Obligations. Upon termination of this Agreement for any reason other than
those terms specified in 2.2(c) above, (a) Customer will immediately return to
BRIGHTTHINKER any Documentation in Customer’s possession, and (b) Customer will delete
or return any portions of the BRIGHTTHINKER Curriculum that Customer has in its possession
and cease access and use of the BRIGHTTHINKER Curriculum. Upon the request of
BRIGHTTHINKER, Customer will certify to BRIGHTTHINKER that it has complied with the
requirements of the previous sentence.
2.4 Survival of Certain Obligations. In the event of termination or expiration of this Agreement, the
parties’ warranties, indemnification obligations and confidentiality obligations will survive.

ARTICLE 3
FEES; PAYMENT TERMS

As full consideration for the License and other rights granted in this Agreement to Customer, Customer
will pay to BRIGHTTHINKER the fees as set forth on Exhibit A in accordance with the payment terms
also set forth therein. Any invoices unpaid and past due will be subject to a service charge on the unpaid
balance at an interest rate equal to the lesser of twelve percent (12%) per annum or the maximum
allowable interest rate under applicable law, and Customer will be responsible for all expenses incurred
by BRIGHTTHINKER in collection, including reasonable attorneys’ fees.

ARTICLE 4

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY
4.1 BRIGHTTHINKER warrants to Customer as follows:
BRIGHTTHINKER warrants that is has full title to and ownership of the BRIGHTTHINKER
Curriculum. BRIGHTTHINKER warrants that it has the full power and authority to grant the license
granted by this Agreement to Customer. BRIGHTTHINKER warrants that all educational records stored
and accessed at facilities used by BRIGHTTHINKER to offer hosting services described in section 6.1
herein will be maintained by BRIGHTTHINKER in a manner to conform with the requirements of the
Family Educational Rights and Privacy Act (FERPA) and similar state laws.
4.2 Either party agrees to indemnify and hold the other party harmless from and against all
claims, damages, losses, and expenses (including reasonable legal fees and costs), including without
limitation claims of intellectual property infringement, resulting or arising from Customer's or any of
Customer's Authorized End Users' access or use of the BRIGHTTHINKER Curriculum or other actions
under this Agreement, including without limitation the processing of Personal Information of Customer's
Authorized End Users by BRIGHTTHINKER where such processing is in accordance with the provisions
of this Agreement, and the submission of or use of Customer-Provided Content or Third Party Content, as
described in Section 7.2.
4.3 EXCEPT FOR THE WARRANTIES SET FORTH ABOVE IN THIS SECTION 5,
BRIGHTTHINKER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4.4 UNDER NO CIRCUMSTANCES WILL BRIGHTTHINKER BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES ARISING OUT
OF THE USE, THE RESULTS OF THE USE, OR ANY FAILURE OF OR DEFECTS IN THE
BRIGHTTHINKER CURRICULUM, OR OTHERWISE ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, OR FOR ANY CLAIM BY ANY THIRD PARTY, EVEN IF SUCH
PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. THE
LIABILITY OF BRIGHTTHINKER FOR ACTUAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL LICENSE FEES
PAID TO BRIGHTTHINKER BY CUSTOMER UNDER THIS AGREEMENT.

ARTICLE 5
SUPPORT SERVICES

5.1 Hosting. BRIGHTTHINKER will host the BRIGHTTHINKER Curriculum for Customer,
including the bandwidth, storage, and access to the BRIGHTTHINKER Curriculum required to deliver
learning materials to Authorized End Users. BRIGHTTHINKER reserves the right to limit bandwidth
available to a Customer or to an Authorized End User; and to remove or deactivate any Authorized End
User who violates any provision of this Agreement or the applicable End User License Agreement.
5.2 Professional Development. At Customer’s request, Customers can purchase additional
Professional Development services.
5.2 Upgrades. This Agreement and the License contained herein pertain to the
BRIGHTTHINKER Curriculum and any standard bug fixes, regular maintenance, and product service
releases during the term of this Agreement. BRIGHTTHINKER shall have no obligation to do so but
reserves the right to release regular product service upgrades during the term of this Agreement.
5.3 Professional Services. BRIGHTTHINKER shall provide non-recurring engineering (NRE)
and other professional services to Customer as separately negotiated in individual statements of work.
Fees for such services are in addition to License agreement.
5.4 Support. For the purposes of this Agreement, “First-tier Support” shall mean direct support
service provided by Customer’s support personnel to Authorized End Users in response to inquiries
submitted to Customer’s support personnel directly (whether such Customer support is provided in-house
or sub-contracted to a third party) regarding BRIGHTTHINKER Curriculum operation generally or which
identifies and documents any suspected errors, bugs, or defects in the BRIGHTTHINKER Curriculum;
“Second-tier Support” shall mean the service provided by BRIGHTTHINKER support personnel to
pre-designated Customer personnel (as purchased seperatly) to attempt to fix or provide a workable
solution to any error, bug or defect reported to BRIGHTTHINKER by Customer, provided that Customer
includes steps to reproduce the error, bug or defect, or after Customer has determined by analysis that the
error, bug or defect is not reproducible. BRIGHTTHINKER makes no guarantees as to the quality or
likelihood of providing fixes or workarounds to submitted support inquiries. BRIGHTTHINKER will
provide Second-tier Support to pre-designated Customer personnel only. Customer is responsible for
providing First-tier support to Authorized End Users in connection with their use of the
BRIGHTTHINKER Curriculum. All Second-tier support requests shall be submitted via email or
web-based ticketing system, as directed by BRIGHTTHINKER.

ARTICLE 6
PROPRIETARY RIGHTS

6.1 BRIGHTTHINKER Materials. Customer acknowledges and agrees that the
BRIGHTTHINKER Curriculum, the Documentation, the Marketing and Promotional Materials, and all
other items licensed hereunder, and all copies thereof, constitute valuable trade secrets of
BRIGHTTHINKER or proprietary or confidential materials of BRIGHTTHINKER, and that title thereto
remains in BRIGHTTHINKER. All applicable copyrights, trade secrets, patents, and other intellectual
property rights and other property rights in the BRIGHTTHINKER Curriculum, the Documentation, the

Marketing and Promotional Materials, and all other items licensed hereunder remain the sole and
exclusive property of BRIGHTTHINKER. All other aspects of the BRIGHTTHINKER Curriculum, the
Documentation, the Marketing and Promotional Materials, and all other proprietary items licensed
hereunder, including without limitation, programs, methods of processing, specific design and structure of
individual programs and their interaction and unique programming techniques employed therein shall
remain the sole and exclusive property of BRIGHTTHINKER and may not be sold, revealed, disclosed or
otherwise communicated, directly or indirectly, by Customer to any person, company or institution
whatsoever other than for the purposes set forth herein. All improvements to the BRIGHTTHINKER
Curriculum, the Documentation, the Marketing and Promotional Materials, any other items licensed
hereunder, and all intellectual property and other rights to such improvements, shall be the sole and
exclusive property of BRIGHTTHINKER, regardless of whether developed solely by BRIGHTTHINKER
or by suggestion of or with the assistance of any other party. Notwithstanding anything herein to the
contrary, the parties acknowledge and agree that any materials or information which BRIGHTTHINKER
discloses to Customer and claims as proprietary and confidential shall not be considered proprietary and
confidential if such information: (a) is already in the public domain or becomes available to the public
through no breach of this Agreement by Customer; (b) was lawfully in Customer’s possession prior to
receipt from BRIGHTTHINKER; (c) is received independently from a third party free to lawfully
disclose such information to Customer; or (d) is subsequently independently developed by Customer. No
information shall be considered to be in the public domain merely because a portion thereof is in the
public domain. It is expressly understood that no title to or ownership interest in the BRIGHTTHINKER
Curriculum, the Documentation, the Marketing and Promotional Materials, or any part of any of the
foregoing, is hereby transferred to Customer.
6.2 Customer Content; Third Party Materials. The BRIGHTTHINKER Curriculum may allow
Customer to (i) access certain third party Content (“Third Party Content”) and/or (ii) upload or otherwise
post or provide Content (“Customer-Provided Content”). Customer expressly represents, warrants, and
agrees that (i) unless otherwise agreed in writing by BRIGHTTHINKER, Customer (and not
BRIGHTTHINKER) is solely responsible for any Third Party Content that Customer accesses through the
BRIGHTTHINKER Curriculum, (ii) Customer has obtained all licenses and rights that are necessary to
allow Customer’s access to and other use of all Third Party Content, (iii) Customer owns all
Customer-Provided Content, or has otherwise obtained all licenses and rights that are necessary to allow
Customer to upload, post, and otherwise provide the Customer-Provided Content to BRIGHTTHINKER
for use as contemplated herein, (iv) Customer’s access to any use of Third-Party materials will not
infringe, misappropriate, or violate any third party right, and (v) none of the Customer-Provided content
infringes, misappropriates or violates any third party right. BRIGHTTHINKER reserves the right to
remove (or disable access to) any Third Party Content or Customer-Provided Content from the
BRIGHTTHINKER Curriculum that is alleged to infringe, violate, or misappropriate any third party
rights. Customer hereby grants BRIGHTTHINKER a non-exclusive, sublicensable, transferable,
worldwide, royalty-free license during the Term to use, make available, and distribute Customer-Provided
Content as reasonably necessary for BRIGHTTHINKER to perform its obligations hereunder.

ARTICLE 7

COPYRIGHTS, TRADEMARKS, LOGOS AND TRADE NAMES
7.1 Copyrights. BRIGHTTHINKER will retain title and copyrights to the BRIGHTTHINKER
Curriculum, the Documentation, and the Marketing and Promotional Materials. Appropriate copyright

notices will be placed by BRIGHTTHINKER on the Documentation, the Marketing and Promotional
Materials, and media and will be embedded in the BRIGHTTHINKER Curriculum code. Customer
agrees to inform BRIGHTTHINKER promptly of any copyright infringements of the BRIGHTTHINKER
Curriculum, the Documentation, or the Marketing and Promotional Materials that come to Customer’s
attention. Furthermore, Customer will cooperate in all reasonable ways with BRIGHTTHINKER in
proceeding against any infringers of the BRIGHTTHINKER Curriculum, the Documentation, or the
Marketing and Promotional Materials to the extent requested by BRIGHTTHINKER.
7.2 Display of Trademarks. Customer will have the right to promote access to the
BRIGHTTHINKER Curriculum under BRIGHTTHINKER’s corresponding trademarks, logos and
tradenames (“Trademarks”) in accordance with the access and use of the BRIGHTTHINKER Curriculum
as contemplated by this Agreement. Any use by Customer of BRIGHTTHINKER’s Trademarks must
be approved, in writing, by BRIGHTTHINKER prior to such use. For purposes of clarification, the parties
to this Agreement acknowledge and agree that Customer shall be under no affirmative obligation to
actively promote or otherwise assist BRIGHTTHINKER in the marketing, promotion or commercial
distribution of access to the BRIGHTTHINKER Curriculum or any other BRIGHTTHINKER products or
services. BRIGHTTHINKER may apply in its own name for trademark or tradename registration of any
of its Trademarks, as BRIGHTTHINKER deems appropriate in its sole discretion.

7.3 Ownership of Trademarks. Whether or not BRIGHTTHINKER applies for registration of
the Trademarks and whether or not BRIGHTTHINKER succeeds in obtaining registration of any or all of
the Trademarks, Customer acknowledges BRIGHTTHINKER’s ownership of or other right to use the
Trademarks, will display them only in accordance with the reasonable instructions received from
BRIGHTTHINKER, and will do nothing at any time, during or after the term of this Agreement, which
could adversely affect the validity and enforceability of the Trademarks. Upon any termination or
expiration of this Agreement, Customer will promptly discontinue use of the Trademarks and will remove
and dispose of any signs or other indicia relating Customer to the marketing and promotion of the
BRIGHTTHINKER Curriculum and the use of the Trademarks.
ARTICLE 9
GENERAL

8.1 Assignment. Customer may not assign this Agreement to any third party without the prior
written consent of BRIGHTTHINKER.
8.2 Notices. Any notice or communication required or permitted to be given under this
Agreement must be in writing and will be deemed to have been properly given when delivered by hand or
mailed by registered or certified mail, return receipt requested, postage prepaid, in each case properly
addressed to the address of the party to whom the notice is to be given indicated on the signature page of
the Agreement, or at such other address as may subsequently be furnished in writing by either party to the
other party in accordance with this subsection 8.2.
8.3 Governing Law. This Agreement will be governed and construed in accordance with the
laws of the State of Texas, as applicable to Agreements made and wholly performed in Texas. Customer
agrees to submit to the jurisdiction of the state and federal courts located in Texas for the purpose of
litigating any claims arising under this Agreement.
Page 6 of 8

8.4 Force Majeure. Neither party shall be in breach of its obligations under this Agreement or
incur any liability to the other party for any losses or damages incurred or suffered by that other
(otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented
from carrying out those obligations by, or such losses or damages are caused by, a force majeure event
except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses
or damages would have arisen, even if the force majeure event had not occurred.
8.5 Independent Contractors. The only relationship between BRIGHTTHINKER and
Customer that the parties intend to create by this Agreement is that of licensor and licensee, and neither
party will be nor represent itself to be, an agent, employee, partner or joint venture of the other, nor will
either party transact any business in the name of the other, nor on the other’s behalf, nor in any manner or
form make promises, representations or warranties or incur any liability, direct or indirect, contingent or
fixed, for or on behalf of the other party.
8.6 Waiver. No waiver, consent or discharge in conjunction with this Agreement or any of its
provisions will be binding upon either party unless in writing and signed by the party sought to be
charged with the same.
8.7 Severability. If any provision in this Agreement is held to be invalid or unenforceable under
any applicable statute or rule of law, such provision will be ineffective to the extent of such invalidity or
unenforceability, but the validity or enforceability of the remainder of this Agreement will not be affected
thereby.
8.8 Entire Agreement and Modifications. This Agreement, which includes the exhibits attached
to this Agreement, embodies the entire agreement between the parties with respect to the
BRIGHTTHINKER Curriculum and supersedes all prior oral and written, and all contemporaneous oral,
agreements, proposals, representations and understandings of the parties concerning the
BRIGHTTHINKER Curriculum. This Agreement may not be amended or modified except by a writing
signed by both parties.
8.9 Counterparts. This Agreement may be executed in counterparts, all of which will be
considered one and the same agreement.
8.10 Privacy Policy. BRIGHTTHINKER will take commercially reasonable precautions to
ensure the privacy and confidentiality of any information or data of Customer or Authorized End Users
obtained as a result of entering into this Agreement and will, as a minimum standard, adhere to
BRIGHTTHINKER’s posted privacy policy, as updated from time to time and made available on
BRIGHTTHINKER’s website, a current example of which is attached hereto as Exhibit B.

8.11 Publicity. Customer hereby grants to BRIGHTTHINKER a license to include Customer’s
trademarks and service marks in Marketing and Promotional Materials and on that portion of
BRIGHTTHINKER’s websites that reference BRIGHTTHINKER customers. BRIGHTTHINKER is
under no obligation to include or maintain the display of any such marks. BRIGHTTHINKER may issue
press releases from time to time pertaining to the relationship created by the parties hereunder.

8.12 Miscellaneous. BRIGHTTHINKER reserves all rights not specifically granted under this
Agreement.

Blue Learning Contact Information
Blue Learning.
Attn: Legal Department
1301 Waters Ridge Drive.
Lewisville, TX 75057

BrightThinker and its logo are registered trademarks of Blue Learning., a division of Blue Learning. All trademarks that appear in
this product are the property of their respective owners. All rights reserved.
© 2017 Blue Learning.
All rights reserved.

BrightThinker
a division of Blue Learning
BRIGHTTHINKER ONLINE TERMS OF USE

IMPORTANT! If you are not of legal age to form a binding contract (in many places, this is 18 years
old), then you must get your parent or guardian to read these terms and agree to them for you,
before you use BRIGHTTHINKER or provide any information to us. Please review this agreement
with your parent or guardian so that you both understand how BRIGHTTHINKER works and what
restrictions apply to your use of our websites and services. Remember, always get an adult's
permission before going online.
1. STATEMENT OF RIGHTS AND RESPONSIBILITIES. The BRIGHTTHINKER Terms of Use ("Terms")
constitute a legal agreement that governs Blue Learning, Inc.'s relationship with users and others who
interact with BRIGHTTHINKER. By using or accessing BRIGHTTHINKER, You agree to the following
Terms. If You do not agree to all of the provisions of these Terms, do not access or otherwise use
BRIGHTTHINKER.
2. DEFINITIONS. By "BRIGHTTHINKER" we mean the features and services we make available, including
through (a) our website at www.BRIGHTTHINKERBRIGHTTHINKER.com (b) our Platform; and (c) other
media, devices or networks now existing or later developed.
By "Us," "We" and "Our" we mean BRIGHTTHINKER Labs, Inc, and/or its affiliates.
By “You” we mean the user of BRIGHTTHINKER.
By "Platform" we mean a set of APIs and services that enable applications, developers, operators or
services to retrieve data from BRIGHTTHINKER and provide data to us relating to BRIGHTTHINKER users.
By "Content" we mean the content and information you post on BRIGHTTHINKER, including information
about you and the actions you take.
By "Post" we mean post on BRIGHTTHINKER or otherwise make available on the Platform.

3. PRIVACY. Your privacy is very important to us. We designed our Privacy Policy
(http://www.BRIGHTTHINKER.com/privacy.html) to make important disclosures to you about how we collect
and use the information you post on BRIGHTTHINKER. We encourage you to read the Privacy Policy, and
to use the information it contains to help make informed decisions.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain
parental consent before they collect personally identifiable information online from children who are under
13. Therefore, we only collect personal information through BRIGHTTHINKER from a child under 13 where
that student's school, district, and/or teacher has agreed (via the terms described in the following paragraph)
to obtain parental consent for that child to use BRIGHTTHINKER and disclose personal information to us,
for the use and benefit of the learning environment. If you are a student under 13, please do not send any
personal information about yourself to us if your school, district, and/or teacher has not obtained this prior
consent from your parent or guardian, and please do not send any personal information other than what we
request from you in connection with BRIGHTTHINKER. If we learn we have collected personal information
from a student under 13 without parental consent being obtained by his or her school, district, and/or
teacher, or if we learn a student under 13 has provided us personal information beyond what we request
from him or her, we will delete that information as quickly as possible. If you believe that a student under 13

may have provided us personal information in violation of this paragraph, please contact us at
support@BRIGHTTHINKER.com.
If you are a school, district, or teacher, you represent and warrant that you are solely responsible for
complying with COPPA, meaning that you must obtain advance written consent from all parents or
guardians whose children under 13 will be accessing BRIGHTTHINKER. When obtaining consent, you must
provide parents and guardians with our Privacy Policy. You must keep all consents on file and provide them
to us if we request them. You can find more information on COPPA at
http://www.business.ftc.gov/documents/Complying-with-COPPA-Frequently-Asked-Questions. If you are a
teacher, you represent and warrant that you have permission and authorization from your school and/or
district to use BRIGHTTHINKER as part of your curriculum, and for purposes of COPPA compliance, you
represent and warrant that you are entering into these Terms on behalf of your school and/or district.

4. LICENSE GRANT. We hereby grant You a non-exclusive, nontransferable, nonsublicensable license to
use BRIGHTTHINKER solely in accordance with these Terms. BRIGHTTHINKER incorporates various
intellectual property rights, that may include, without limitation, copyrights, trademarks, patents, trade
secrets and other proprietary rights (collectively, the "Intellectual Property Rights"). While You have been
given access to BRIGHTTHINKER, We retains all rights, title and interests in and to BRIGHTTHINKER and
all Intellectual Property Rights embodied therein.
5. RIGHTS AND RESTRICTIONS. BRIGHTTHINKER is protected by U.S. and foreign copyright laws and
international copyright treaties, as well as by other such intellectual property laws and treaties.
BRIGHTTHINKER is licensed (and not sold) to You, and any and all rights not expressly granted to You
herein are reserved by Us and You shall not remove, alter or obscure any product identification, trademark
or other notices or legends contained in or on BRIGHTTHINKER.
6. REVERSE ENGINEERING. You shall not, nor permit anyone else to, directly or indirectly, adapt or
otherwise modify, create any derivative work, or decompile, disassemble, reverse engineer, or otherwise
attempt to derive any source code from, BRIGHTTHINKER (or any portion thereof).
7. SHARING YOUR CONTENT AND INFORMATION
You retain ownership of all of your Content and information you Post on BRIGHTTHINKER. In order for Us
to use certain types of Content and provide you with BRIGHTTHINKER, You agree to the following:
For Content that is covered by intellectual property rights, like photos and videos ("IP content"), You
specifically give Us the following permission: You grant Us a non-exclusive, transferable, sub-licensable,
royalty-free, worldwide license to use any IP content that you Post on or in connection with
BRIGHTTHINKER ("IP License"). This IP License ends when you delete your IP content or your account
(except to the extent your content has been shared with others, and they have not deleted it). Without this
license, we would not be able to display your Content to your students (if you are a teacher) or your teachers
(if you are a student).
When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer.
However, You understand that removed content may persist in backup copies for a reasonable period of
time (but will not be available to others).
We appreciate feedback or other suggestions to help us improve BRIGHTTHINKER. While you are not
required to offer feedback or suggestions, You understand that if you do then We may use your feedback
and suggestions without any obligation to compensate you for it (just as you have no obligation to offer it).
8. SAFETY. We do our best to keep BRIGHTTHINKER safe, but we cannot guarantee it. We need your
help in order to do that, which includes the following commitments:
● You will not send or otherwise post unauthorized commercial communications to users (such as
spam).
● You will not collect users' information, or otherwise access BRIGHTTHINKER, using automated
means (such as harvesting bots, robots, spiders, or scrapers) without our permission.

● You will not upload viruses or other malicious code.
● You will not solicit login information or access an account belonging to someone else.
● You will not bully, intimidate, or harass any user.
● You will not post content that is hateful, threatening, pornographic, or that contains nudity or
graphic or gratuitous violence.
● You will not use BRIGHTTHINKER to do anything unlawful, misleading, malicious, or
discriminatory.
● You will not facilitate or encourage any violations of these Terms.
9. REGISTRATION AND ACCOUNT SECURITY. BRIGHTTHINKER users provide their real names and
information, and we need your help to keep it that way. Here are some commitments You make to Us
relating to registering and maintaining the security of your account:
● You will not provide any false personal information on BRIGHTTHINKER, or create an account for
anyone other than yourself without permission.
● You will keep your contact information accurate and up-to-date.
● You will not share your password, let anyone else access your account, or do anything else that
might jeopardize the security of your account.
● You will not transfer your account to anyone for any reason.
10. PROTECTING OTHER PEOPLE’S RIGHTS. We respect other people's rights, and expect You to do
the same:
● You will not Post Content or take any action on BRIGHTTHINKER that infringes someone else's
rights or otherwise violates the law.

DOMAINS AND SUBDOMAINS. BRIGHTTHINKER includes a feature that allows administrators to create
subdomains in BRIGHTTHINKER. Should that feature be available to You, You agree that You will not
create, nor permit to be created, any BRIGHTTHINKER subdomains based on the copyrighted or
trademarked works of anyone else. We reserve the right to remove any subdomains created by You in
BRIGHTTHINKER that infringe on the copyrights, trademarks, or other intellectual property rights of others.
You agree that any subdomains You create will include Your BRIGHTTHINKER domain name. For example, if Your
domain name in BRIGHTTHINKER were abccompany (abccompany.BRIGHTTHINKERlearning.com), and
you wanted to create a subdomain for training, the subdomain You create would be like abccompanytraining
(abccompanytraining. BRIGHTTHINKERlearning.com), or trainingabccompany (trainingabccompany.
BRIGHTTHINKERlearning.com) or the like, but NOT training (training. BRIGHTTHINKERlearning.com).
We reserve the right to remove any subdomains that violate these terms.

● We can remove any Content you Post on BRIGHTTHINKER if we believe that it violates these
Terms.
● If You repeatedly infringe other people's intellectual property rights, We will disable your account
when appropriate.
● You will not use Our copyrights or trademarks without Our written permission.
● You will not Post anyone's identification documents or sensitive financial information on
BRIGHTTHINKER.
DMCA Takedown Policy
You may have heard of the Digital Millennium Copyright Act (“DMCA”), as it relates to online service
providers like BRIGHTTHINKER being asked to remove material that allegedly violates someone’s
copyright. You can learn more about the DMCA at http://www.copyright.gov/legislation/dmca.pdf. We
respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to
be infringing, and to terminate the accounts of repeat alleged infringers; you can review our complete
Copyright Dispute Policy and learn how to report potentially infringing content at
https://www.BrightThinker.org/pages/privacy-policy or at such URL as
BRIGHTTHINKER shall time to time designate.

11. THIRD-PARTY PRODUCTS AND SERVICES ON BRIGHTTHINKER. We offer educational products
and services that are directly aligned with your immediate educational needs. We will use reasonably
available data to best align available products and services to your needs but cannot guarantee that the
alignment will be perfect. We never provide identifiable information to any third party other than as
described in our Privacy Policy or as required by legal action or by law.
12. AMENDMENTS. We can change these Terms at any time. At our discretion, We may provide a notice
online at www.BRIGHTTHINKER.org, or by email, or by any other commercially reasonable means
whenever we make changes to the Terms.
13. TERMINATION. If You violate the letter or spirit of these Terms, or otherwise create possible legal
exposure for Us, We can stop providing all or part of BRIGHTTHINKER to You. We will generally try to
notify You, but have no obligation to do so. You may also delete your account at any time.
14. GOVERNING LAW. These Terms shall be governed by and construed under the laws of the State of
Texas, excluding that body of law related to choice of laws, and of the United States of America. Nothing in
these Terms shall prevent Us from complying with the law.
15. DISPUTES. You will resolve any claim, cause of action or dispute ("claim") you have with Us arising out
of or relating to these Terms or Blue Learning, Inc. in a state or federal court located in Texas. The laws of
the State of Texas will govern these Terms, as well as any claim that might arise between You and Us,
without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts
located in Texas for the purpose of litigating all such claims.
If anyone brings a claim against Us related to Your actions or your Content on BRIGHTTHINKER, You will
indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including
reasonable legal fees and costs) related to such claim.
16. NO WARRANTIES. WE TRY TO KEEP BRIGHTTHINKER UP, BUG-FREE, AND SAFE, BUT YOU
USE IT AT YOUR OWN RISK. WE ARE PROVIDING BRIGHTTHINKER "AS IS" WITHOUT ANY EXPRESS
OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO
NOT GUARANTEE THAT BRIGHTTHINKER WILL BE SAFE OR SECURE. BLUE LEARNING, INC. IS
NOT RESPONSIBLE FOR THE ACTIONS OR CONTENT OF THIRD PARTIES, AND YOU RELEASE US,
OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES,
KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU
HAVE AGAINST ANY SUCH THIRD PARTIES.
17. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR
OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR BRIGHTTHINKER, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THESE
TERMS OR BRIGHTTHINKER WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS
($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW
MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH
SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
18. OTHER.
You will not transfer any of your rights or obligations under these Terms to anyone else without Our consent.
These Terms do not confer any third party beneficiary rights.

All of our rights and obligations under these Terms are freely assignable by Us in connection with a merger,
acquisition, or sale of assets, or by operation of law or otherwise.
19. WAIVER. No failure or delay by Us in exercising any right, power or remedy under these Terms shall
operate as a waiver of any such right, power or remedy, unless expressly indicated by Us in a signed
writing.
20. ENTIRE AGREEMENT. These Terms constitute the entire agreement between You and Us regarding
the acceptable use of BRIGHTTHINKER and accompanying rights and obligations. The headings of the
sections and subsections of these Terms are for convenience of reference only and shall not be of any effect
in construing the meanings of any provision hereof. If any provision of these Terms (or part thereof) is
determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such
provision (or part thereof) shall be deemed deleted from these Terms, while the remaining provisions of
these Terms shall continue in full force and effect.

BY ACCESSING AND USING BRIGHTTHINKER, YOU ARE PROVIDING A SYMBOL OF YOUR LEGAL
SIGNATURE AND ACKNOWLEDGING AND ACCEPTING ALL OF THE PROVISIONS OF THESE TERMS.
YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT
(OR IF NOT, YOU HAVE RECEIVED YOUR PARENT'S OR GUARDIAN'S PERMISSION TO USE
BRIGHTTHINKER AND GOTTEN YOUR PARENT OR GUARDIAN TO AGREE TO THESE TERMS ON
YOUR BEHALF). IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR
ENTITY (FOR EXAMPLE, IF YOU ARE AN ADMINISTRATOR AGREEING TO THESE TERMS ON
BEHALF OF YOUR DISTRICT), YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO
AGREE TO THESE TERMS ON THAT ORGANIZATION OR ENTITY'S BEHALF AND BIND THEM TO
THESE TERMS.

Blue Learning Contact Information
Blue Learning.
Attn: Legal Department
1301 Waters Ridge Drive.
Lewisville, TX 75057

BrightThinker and its logo are registered trademarks of Blue Learning., a division of Blue Learning. All trademarks
that appear in this product are the property of their respective owners. All rights reserved.
© 2017 Blue Learning.
All rights reserved.