TERMS AND CONDITIONS

The sale or licensing of the goods and services described on the reverse side of this form by R. M. Educational Software, Inc. ("RM") to you ("Buyer") are subject to the following terms and conditions.

• 1. CONTROLLING PROVISIONS - The rights of the party shall be governed exclusively by these terms and conditions and no other terms and conditions. No addition to or modification of these terms and conditions shall be binding on RM unless expressly agreed to in writing by RM.

• 2. PRICE, PAYMENT AND DELIVERY - Unless otherwise agreed to in writing by RM, all stated prices are F.O.B. Hyannis, Massachusetts and exclude any applicable taxes, including but not limited to, sales taxes. Unless otherwise agreed to in writing by RM, full payment for all products, software licenses and services shall be due at the time Buyer places its order. Overdue payments shall bear interest at the lesser rate of 1½ percent per month for month each month or partial month a payment is overdue or the highest rate allowed by applicable law. In the event of any default in payment, RM shall not be under any obligation to ship to Buyer until all outstanding invoices are paid, regardless of whether some of the outstanding invoices are not yet past due.

• 3. TITLE AND RISK OF LOSS - Title to all hardware products sold by RM to Buyer shall not pass until such time as full payment has been received by RM, but the risk of loss on hardware products and software shall pass on RM's delivery of the products to a common carrier. Partial shipment shall be permitted.

• 4. DELIVERY AND INSTALLATION

A. While RM shall make reasonable efforts to meet any acknowledged delivery date, acknowledged delivery dates remain estimates and RM shall not be liable to Buyer for its failure to meet any such delivery dates. RM shall have no obligation to provide software service or support until RM has received full payment for the services or support that the Buyer has purchased.

B. Wheres RM is responsible for installing any purchased hardware, RM or its selected independent contractor shall perform RM's standard inspection diagnostic checks. In all other instances, Buyer or its designated installer shall be responsible for the installation of hardware and software products in accordance with instructions provided by RM.

• 5. ACCEPTANCE OF PRODUCTS - For RM installed products, satisfactory completion of RM's standard test procedure and an Acceptance Form signed by Buyer shall be sufficient to establish a Buyer's acceptance. In the absence of written notification of valid reasons justifying non-acceptance received by RM within seven (7) days after the physical installation of all hardware and software products has been completed, Buyer shall be deemed to have accepted all products on the eighth (8th) day following physical installation even if it has failed to execute the Acceptance Form. If RM is not installing the products, RM shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be its date of delivery of the products.

• 6. SOFTWARE LICENSES - All software products are licensed by RM to Buyer. Terms of this software license, which is incorporated herein by reference, can be found at [LIST WEBSITE ADDRESS].

• 7. LIMITED HARDWARE WARRANTY

A. On all hardware products manufactured by RM, RM warrants that the hardware products will be free from defects in material or workmanship for a period of ninety (90) days following acceptance. Under this limited warranty, RM's sole and exclusive obligation shall be to repair or replace any hardware product that during the warranty period is found to be defective in design, materials or workmanship. RM shall not be obligated to refund the purchase price nor shall it be obligated to pay for any labor or other costs associated with the removal of defective hardware products or the reinstallation of those hardware products. No warranty coverage will be provided for hardware products that have been altered, misused, used for a purpose other than that for which they were designed or installed contrary to the installation instructions.

B. RM does not warrant any hardware products that are not manufactured by it, but instead such products are covered by the manufacturer's warranty, the terms of which can obtained at [INSERT WEBSITE ADDRESS].

• 8. LIMITED SOFTWARE WARRANTY - RM warrants that all software products with conform substantially to its published functional specifications for a period of ninety (90) days from the date of acceptance. During the warranty period, RM, at its own expense will correct any non-conforming software provided that the Buyer has notified RM of the claimed defect and upon inspection RM has found the software to be non-conforming. Buyer's sole and exclusive remedy under this warranty will be limited to such correction. No warranty coverage will be provided in the event the software has been modified by any person not authorized by RM, the software has been damaged or misused by Buyer, or was improperly installed by Buyer or its contractor. To obtain warranty coverage, Buyer must report the fault in the software within seven (7) days after it becomes apparent and must cooperate with RM in carrying out such diagnostic and test routines as RM may require.

• 9. LIMITED SERVICE WARRANTY - For a period of ninety (90) days from the date of such services to customer, RM warrants that all services, provided by it, including installation services shall be good and workmanlike when performed.

• 10. WARRANTY EXCLUSION AND LIMITATION OF LIABILITY - Except as set forth above, RM makes no warranties or representations, expressed or implied, as to any of the products purchased or licensed or the services provided. RM disclaims all implied warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. In no event will RM be liable for any lost profits or for any direct, indirect, incidental, consequential punitive or other special damages arising out of or relating to its products or services regardless of whether such damages are sought based on causes of action sounding in tort, contract, negligence, strict liability, or breach of warranty.
  
• 11. CANCELLATIONS - No order may be cancelled by customer without the prior written consent of RM.
  
  
• 12. RETURNS - Buyer shall be entitled to return any products purchased or licensed by it from RM providing that it does so within twenty-eight (28) days of the date the returned item is shipped by RM and the item is returned unopened with any seals and shrink-wrap intact. On its receipt the returned products, RM will issue a full refund of the purchase price or license fee.
  
  
• 13. CHOICE OF LAW AND FORUM - These terms and conditions shall be construed and the rights of the party shall be interpreted in accordance with the laws of Massachusetts without reference to its conflict of laws principles. The parties agree that the exclusive forum for a resolution of any dispute arising under this order shall be such Massachusetts State or Federal Court as has subject matter jurisdiction. The parties expressly waive any objections based on lack of personal jurisdiction or improper venue and consent to service of process by certified mail, return receipt requested.