The following agreement outlines the terms and conditions of the Respondus and or StudyMate Author License Agreement for Educational Institutions. To download a MS Word/WordPad version of this document, click here. You must return the last page of this document in order to initiate an order. If you would like us to e-mail or fax you a quotation for your first year’s fees, please send your request to sales@respondus.com. If your institution is located outside of the United States or Canada, please provide the annual student enrollment (full-time equivalency) at your institution.

Respondus and/or StudyMate Author License Agreement
for Non-profit Educational Institutions

Definitions
Licensor: Respondus, Inc., a corporation duly organized and existing under the laws of the state of Washington, USA, having its corporate headquarters in Redmond, Washington, being proprietor of assessment tools for the education market.

Licensee: A not-for-profit school, college, university, or institution of higher education that has obtained a license for the Respondus and/or StudyMate Author software product(s) in accordance with the terms of this agreement.

Affiliates: Current employees, instructors, and teaching assistants of the Licensee.

Software Product(s) (licensed separately):

Respondus: A Windows-based software application named Respondus that enhances the assessment capabilities of course management systems.

StudyMate Author: A Windows-based software application named StudyMate Author that allows the creation of learning activities and games.

Duplication and Distribution Rights
The Licensee is permitted to redistribute the Software Product(s) to Affiliates for the duration of this license.

Affiliates are permitted to use the Software Product(s) only for educational or academic purposes. Use of the software for any other purpose (e.g., private consultant services) is prohibited. Affiliates have the right to use the Software Product(s) at an off-campus location (e.g., at home) provided that all use is related to non-profit educational or academic endeavors for the Licensee.

The Licensee shall make a good faith effort to limit distribution of the Software Product(s) to Affiliates. This includes, but is not limited to, preventing non-Affiliates access to the Software Product via internets, intranets, or the World Wide Web.

Faculty or employees who discontinue their affiliation with the Licensee do not have the right to continue using personal copies of the Software Product(s) obtained under the license, nor may former Affiliates obtain updates of the Software Product(s) from the Licensee. However, the Licensee is not under obligation to enforce such compliance by former Affiliates beyond its implementation of restrictions set forth above regarding access to the Software Product(s) by Affiliates.

The Licensee must display a full copyright notice on all copies of the Software Product(s) being redistributed to Affiliates.

The Licensee must not eliminate, bypass, or in any way alter the copyright screen (also known as the “splash” screen) that appears when the Software Product(s) is first started on a computer.

Any use or redistribution of the Software Product(s) in a manner not explicitly stated in this agreement, or not agreed to in writing by the Licensor, is strictly prohibited.

Termination
This agreement is effective until terminated. The Licensee may terminate this agreement at any time by notifying the Licensor of the termination and destroying all copies of the Software Product(s). If the Licensee terminates its license prior to the end of the academic year (generally July 31), the Licensor will not refund or prorate the Licensee for its licensing fees, nor will it reduce or waive any licensing fees still owed to the Licensor. Upon termination of the license, the former Licensee must make a good faith effort to eliminate further use of the Software Product(s) by Affiliates of the institution.

The Licensor has the right to terminate this agreement if the Licensee violates one or more terms in this agreement. If the Licensor sends a notice of termination to the Licensee, the Licensee must immediately discontinue all use of the Software Product(s). In addition, the Licensee may be subject to legal action by the Licensor.

Disclaimer of Warranty
While the Licensor has tried to ensure that the Software Product is accurate and free from defect, it is provided “as is” without warranty of any kind. The Licensee and its Affiliates assume the entire risk as to the results and performance of the Software Product(s). The Licensor disclaims all warranties, expressed or implied, including but not limited to implied warranties of fitness for a particular purpose. In no event shall the Licensor be liable for any damages whatsoever arising out of the use of, or inability to use, the Software Product(s).

Products and Services
Upon receipt of payment or purchase order, the Licensor will deliver or make available to the Licensee a campus-wide edition of the Respondus and/or StudyMate Author software. Each installation of the Software Product(s) will require Affiliates to enter the password information provided to the Licensee. Updates of the Software Product(s) will be made available to the Licensee at no additional charge. The Licensor will make available ticket-based support to two individuals designated by the Licensee. These individuals are known as "Authorized Support Persons." Under this license, Affiliates of the Licensee must channel all questions related to the Software Product(s) through the Authorized Support Persons, the latter of which must make a good-faith effort to answer such questions before submitting a support ticket at www.respondus.com or sending an email to support@respondus.com. It is up to the discretion of the Licensor to provide phone support in certain instances.

Term of Contract
This license agreement is based on “academic years,” starting August 1 and ending July 31. This agreement is automatically renewed unless the Licensee indicates in writing its intent to discontinue its License. If the Licensee has not issued payment for its annual license fee by August 1, the Licensor is permitted to withhold updates of the Software Product(s) and to restrict access to services that are available to Licensees in good standing. The Software Product(s) will cease to function after the license has expired.

Ownership of Software
The Software Product(s) is copyrighted by the Licensor and remains the property of the Licensor. This license is not a sale of the original software or any copy. The Licensee owns the physical media on which the Software Product(s) is installed, but the Licensor retains title and ownership of the software and all other materials included as part of the Software Product.

License Fees
There are two fees: a one-time registration fee and an annual fee. Both fees are payable by the Licensee during the first year. In subsequent years, only the annual fee is due.

The one-time registration fee for all institutions is $200. This is a one-time payment that initiates an institution's license for the Software Product(s). If the Licensee terminates its license, or fails to renew it by the annual renewal date, payment of the full registration fee is required to reestablish the license.

The annual fee is determined by the general size of the institution (generally based on the Full-Time Equivalency of student enrollments). The annual fee structure for a Respondus or StudyMate Author license is as follows:

If a college obtains a campus-wide license for both Respondus and StudyMate Author, a 50% discount will be applied to the annual fee of the second license.

Approximately three months prior to the August 1 license renewal date, the Licensor will provide the Licensee an invoice for the next year's license fee. Payment of the annual license fee is due by the renewal date.

Price Adjustment
The Licensor has the right to increase or decrease the annual license fee from year to year. If the Licensor intends to adjust the annual license fee, it must give notice to the Licensee no less than 60 days before the annual renewal date.

Prorating of Fees and Credits
The registration fee is not subject to prorating. During the first year of a license, the Licensor may, on its own discretion, prorate the annual license fee to adjust for a partial year of licensing.

General
This Agreement is made in and shall be governed by the laws of the State of Washington. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party's right to exercise or enforce such right or any other right in the future. This Agreement may only be amended in a writing executed by both parties, and no purchase order or other document that purports to modify or supplement this Agreement shall add to or vary the terms of this Agreement.

Initiating a License
To obtain a campus-wide license for Software Product(s), fill out the Ordering and Contact Information form below and return it with a purchase order or payment.

Respondus and/or StudyMate Author Campus License
Ordering & Contact Information

To obtain a campus-wide license for Respondus and/or StudyMate Author, fill out the following form and return it to Respondus with your purchase order or payment. Please allow 2-3 days for processing.

Institution:
Campus/Branch:

Product: [   ] Respondus    [   ] StudyMate Author    [   ] Respondus and StudyMate Author

CMS (select all being used):
[   ] Blackboard Basic (Blackboard Legacy)
[   ] Blackboard Enterprise (Blackboard Legacy)
[   ] Blackboard CE 4.x (WebCT CE)
[   ] Blackboard Vista/CE Enterprise (WebCT Vista/CE)
[   ] Angel
[   ] Desire2Learn
[   ] eCollege
[   ] Moodle
[   ] Other __________________

Provide the Full-Time Equivalency student enrollment at your campus (round down to the nearest thousand): ___________

Administrator Contact
This is the person who receives all information related to the Respondus software, including product updates, licensing, and billing information.

Name/Position
Department
Address
Telephone
Fax
E-mail

Authorized Support Persons
These are the two individuals permitted to receive technical support from Respondus.

Name/Position
Department
Address
Telephone
Fax
E-mail
Name/Position
Department
Address
Telephone
Fax
E-mail

Return to:

	Mail:	Respondus, Inc.
		8201 164th Ave NE, Suite 200
		P.O. Box 3247
		Redmond, WA 98052
		USA
	Fax:	425-881-3329
	E-mail:	sales@respondus.com