Sponsorship User Agreement 

IMPORTANT-READ CAREFULLY:  This User Agreement constitutes a legal agreement between you and Education Gateways LP, LLLP, a Delaware limited liability
limited partnership ("EdGate" or "we" or "us" or "our") concerning your use of
the EdGate Curriculum Matrix service ("Service").   

BY CLICKING THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THE SPONSORSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY IT.  

IF YOU REJECT ANY OF THE TERMS AND CONDITIONS OF THE SPONSORSHIP AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE WEB SITE OR RECEIVE OR USE ANY SERVICES OFFERED THROUGH THIS WEB SITE. 

1. ACCEPTANCE OF TERMS 

Your use of the Service is subject to this Agreement and the Terms and
Conditions of Use of EdGate's web site (http://www.edgate.com/corp/edgate_terms.jsp), which are incorporated into this agreement by reference.  EdGate reserves the right to update and change, from time to time, the Sponsorship Agreement and all documents incorporated by reference by publication of the changes on EdGate's web site.

2. DESCRIPTION OF SERVICE 

As a Sponsorship subscriber, it is your responsibility to provide the Registration Code that is provided as part of this subscription (following financial verification) to the specific number of individuals that you have identified in the registration process. Each one of these individuals will need to register and accept the Individual User Agreement once you have provided them with the Registration Code. The Curriculum Matrix subscription entitles each user to a Curriculum Matrix account for one or two years. 

The EdGate Curriculum Matrix service includes lessons, assessments, and other resources tied to your current state standards and rated by users.

3. PAYMENT TERMS AND CANCELLATION 

The Services are provided on a subscription basis for a term of 1 or 2 yearis. The credit card that you provide in connection with your registration will be billed automatically and
immediately. All currency references are in U.S. dollars. Payment for Service
is on an annual basis and is non-refundable. If you cancel your subscription
before the end of the subscription term, your cancellation will take effect at
the end of that term. If your credit card is invalid for any reason, your
subscription will be cancelled and all the information contained within it
deleted permanently. EdGate is not liable for deletion of information due to
an invalid credit card. 

4.	INDEMNIFICATION

YOU WILL INDEMNIFY AND HOLD EDGATE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND PARTNERS HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES AND LOSSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF OR CAUSED BY YOUR BREACH OF THIS AGREEMENT.

5.  EDGATE'S PROPRIETARY RIGHTS 

EdGate grants to you a Registration Code which you have the right to distribute for the specific number of accounts that you have purchased. No other rights or licenses are being transferred or granted.

6. DISCLAIMER OF WARRANTIES 

You understand and agree that the Service is provided "AS-IS" and that EdGate
assumes no responsibility for the timeliness, deletion, corruption, or failure
to store any of your information or material. 

7. EDGATE'S RESERVATION OF RIGHTS 

EdGate expressly reserves the right to immediately modify, suspend or
terminate any user who subscribe using your Sponsorship Registration Code, if EdGate, in its sole discretion believes the account has: (i) violated or tried to violate the rights of others; or (ii) acted inconsistently with the spirit or letter of the Terms and Conditions of Use and other documents incorporated by reference into the User Agreement.