BY CLICKING THE "I AGREE" BUTTON, AND BY ACCESSING, DOWNLOADING, COPYING OR OTHERWISE USING THE INFORMATION, SOFTWARE, AND MATERIALS OFFERED ON AND THROUGH THIS WEBSITE, YOU AGREE THAT, BOTH ON BEHALF OF YOURSELF AND ON BEHALF OF ANY SCHOOL OR OTHER EMPLOYER FOR WHOM YOU WORK, YOU HAVE READ THIS ACCESS AND LICENSE AGREEMENT ("LICENSE AGREEMENT"), UNDERSTAND IT AND AGREE TO BE BOUND BY IT. YOU UNDERSTAND AND AGREE THAT EACH INDIVIDUAL THAT WISHES TO ACCESS AND USE THE WEBSITES AND SYSTEM MUST PAY A LICENSE FEE AND AGREE TO THE TERMS OF THIS AGREEMENT, AND THAT INDIVIDUALS MAY NOT SHARE ACCESS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS, DOWNLOAD, COPY OR OTHERWISE USE THE WEBSITE OR ANY INFORMATION, SOFTWARE OR OTHER MATERIALS FROM THE WEBSITE.

This License Agreement ("License Agreement") is between Opt2Xplore, LLC ("Licensor") and you, the individual end-user who clicks the "I Agree" button (and also, for purposes of responsibility for payment of the license fee, liability, and audits only, your employer or the business for whom you are performing services if you are accessing this website for your work) (collectively, "Licensee"), who is being licensed the right to use this System as part of the subscription-based service offered by Licensor.

1. Grant of License. Licensor hereby grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable license for a one individual, you, to use the websites with currently located at www.opt2xplore.com (preview site) and www.opt2xplore.net (main website), including the information, materials, and software and any updates provided to Licensee by Licensor in connection therewith (collectively the "System") as hosted by Licensor and accessed by Licensee for the term paid for by Licensee, solely in accordance with the terms and conditions of this License Agreement. The license granted under this Agreement permits one individual person, you, to access and use the System. Access, including passwords, may not be shared or transferred, and each individual person wishing to access and use the System must pay the applicable license fee and agree to the terms of this Agreement.

2. Limitations on Use. Licensee shall not (nor cause or permit any other person to): (i) reverse engineer, translate, disassemble, decompile, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute any portion of the System or any part thereof; (ii) copy, in whole or in part, the System, provided however that Licensees may print limited (ten or less) copies of materials provided on the System for its own informational, personal and non-commercial use, and may also provide individual hard-copies of materials to individuals to whom you are providing counseling services; (iii) post any of the System on the Internet, or otherwise publish or produce any copy of the System in whole or in part; (iv) delete any copyright, trademark, patent or other notices of proprietary rights of Licensor as they appear anywhere in or on the System; or (v) or share a password or account or otherwise permit any other individual person to access or use the System directly. Licensor may audit Licensee’s usage of the System on-site at Licensee’s applicable locations during normal business hours upon reasonable notice or remotely at any time.

3. Ownership Rights. The System (including any copies thereof) is owned by Licensor and its affiliates and third party licensors, and is protected by United States law and international treaty provisions. Licensee acknowledges that Licensor, along with its affiliates and third party licensors, are and remains the owner of all title, rights and interests in the System including any patent rights (including but not limited to patent applications and disclosures), copyrights, trademark rights, trade secret rights, and any other intellectual property right recognized in any country or jurisdiction in the world. Licensor, along with its affiliates and third party licensors, hereby reserve all rights not explicitly granted in this License Agreement.

4. Third Party Content. Licensor may provide links to web pages and content of third parties ("Third Party Content") on the System, including, without limitation, to web pages and third parties for whom Licensor processes application, scholarship, donation or other forms, as a service to those interested in such web pages and content. Licensor does not monitor or have any control over any Third Party Content or third party web sites. Licensor does not endorse or adopt any Third Party Content and makes no representation, warranty or guarantee as to its accuracy or completeness. Licensor undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.

5. NO WARRANTY. THE SYSTEM AND ANY RELATED SERVICE, MATERIALS OR INFORMATION FROM LICENSOR ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SYSTEM WILL MEET LICENSEE’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE, OR BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES THE ENTIRE LIABILITY FOR THE SELECTION AND USE OF THE SYSTEM AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, MALFUNCTIONS, DEFECTS OR LOSS OF DATA RESULTING FROM OR RELATING TO THE USE OF THE SYSTEM. No agent, representative or distributor of Licensor is authorized to make any warranties regarding the System.

6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, OR LICENSOR’S LICENSORS, CONTRACTORS, AGENTS, CONSULTANTS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR DATA ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THE SYSTEM HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE SYSTEM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY HEREUNDER, IF ANY, EXCEED THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSE TO USE THE SYSTEM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

No Refunds. Licensor is not obligated or liable to provide a refund to Licensee for any reason whatsoever. If Licensor chooses, in its sole discretion, to provide any refund due to extraordinary circumstances, Licensor shall, in its sole discretion, determine the amount, if any, of such refund.

7. Indemnification. Licensee agrees to defend, indemnify and hold Licensor and its employees, representatives, and agents harmless from all claims, losses, damages, complaints or expenses connected with or resulting from Licensee’s breach of this License Agreement.

8. Term. The term of this License Agreement and the rights granted to Licensee pursuant to Section 1 of this Agreement shall commence as follows:

a. If you make payment in April – December. If you make payment under this Agreement in the months of April, May, June, July, August, September, October, November, or December, your license will begin immediately and will expire on June 30th of the following calendar year, unless terminated earlier as set forth herein.

b. If you make payment in January - March. If you make payment under this Agreement in the months of January, February, or March, your license will begin immediately and will expire on June 30th of the same calendar year, unless terminated earlier as set forth herein.

This Agreement may be renewed upon the mutual agreement of the parties and upon payment in full by you on the terms and prices in effect at the time of renewal.

9. Termination. Licensor has the right to terminate this License Agreement and Licensee’s right to use the System upon any breach of any provision of this License Agreement by Licensee including, but not limited to, non-payment of fees by Licensee. Licensee may terminate this License Agreement at any time by providing thirty (30) days advance written notice to Licensor. Upon termination, Licensee shall cease all use of the System and shall destroy any copies of portions of the System in its possession, including, but not limited to, any copies on its servers, computers and hand-held devices. Sections 2-7, and 9-11 of this Agreement shall survive the termination and expiration of this License Agreement.

10. Choice of Law. This License Agreement is governed by the laws of the State of Minnesota, USA, without reference to conflict of law principals. Both parties to this License Agreement disclaim the application of the United Nations Convention on the international sale of goods. Any legal action or proceeding shall be instituted in a state or federal court in Hennepin County, Minnesota, USA. Licensor and Licensee agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, such courts in Minnesota.

11. Miscellaneous. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding the System, and supersedes all prior oral, written or other representations and agreements including any purchase order document. This License Agreement may only be amended in writing by an authorized officer of Licensor, and Licensor expressly rejects any modifications to this License Agreement and all additional terms and conditions. Licensee may not export the System in violation of any United States export laws. The waiver by Licensor of a breach of this License Agreement or a failure to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other right. If any provision of this License Agreement is held to be unenforceable or overbroad for any reason, it will be modified rather than voided, if possible, in order to achieve the intent of the parties to the extent necessary to make the provision enforceable under applicable law, and enforced as amended. In any event, all other provisions of this License Agreement will be deemed valid and enforceable to the full extent.

Should you have any questions concerning the System or this License Agreement, please use the Contact Us function on the System.