TERMS OF USE AGREEMENT
Last Updated February 22, 2009

YOU SHOULD CAREFULLY READ THE FOLLOWING SCRIPCOORDINATOR.COM TERMS OF USE AGREEMENT (THE "TERMS OF USE" OR "AGREEMENT"). IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK "REJECT." ONCE YOU AGREE TO THE TERMS OF USE YOU WILL BE ABLE TO ACCESS THE SCRIPCOORDINATOR.COM SCRIP MANAGEMENT SOFTWARE.

Welcome to Computer Specialists Group, LLC’s "ScripCoordinator.com" (the "Service"). The Service includes two components: (a) the one year subscription (from date of purchase) along with any accompanying materials or documentation and (b) Computer Specialists Group, LLC’s proprietary online Scrip Management software. Your use of the Service is subject to the Terms of Use and incorporated herein by this reference, which you must accept before you can use the Service.

1.     Grant of a One Year Subscription to Use the Service

Subject to your agreement to and continuing compliance with the Terms of Use agreement, you may use the Service solely for managing the scrip program of one (1) school per annual subscription fee. You may not use the Service for any other purpose, or in connection with any other software.

2.     Additional Subscription Limitations.

The subscription granted to you in Section 1 is subject to the limitations set forth in Sections 1 and 2 (collectively, the "Subscription Limitations"). Any use of the Service or the Software in violation of the Subscription Limitations will be regarded as an infringement of Computer Specialists Group, LLC copyrights in and to the Software. You agree that you will not, under any circumstances:

A. modify or cause to be modified any files that are a part of the Software or the Service in any way not expressly authorized by Computer Specialists Group, LLC;

B. host, intercept, emulate or redirect the communication protocols used by Computer Specialists Group, LLC in any way, for any purpose

C. facilitate, create or maintain any unauthorized connection to the Software or the Service, including without limitation (a) any connection to any unauthorized server that emulates, or attempts to emulate, the Service; and (b) any connection using programs or tools not expressly approved by Computer Specialists Group, LLC; or

D. disrupt or assist in the disruption of (i) any computer used to support the Service (each a "Server"). ANY ATTEMPT BY YOU TO DISRUPT THE SERVICE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SOFTWARE MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. You agree that you will not violate any applicable law or regulation in connection with your use of the Software or the Service.

3.     Eligibility.

You represent that you are an adult in your country of residence. You agree to these Terms of Use on behalf of yourself or your school/organization, to whom you have authorized to use the account you create on the Service.

4.     Ownership.

All rights and title in and to the Service (including without limitation any computer code, themes, objects, concepts, artwork, methods of operation, any related documentation, "applets" incorporated into the Software, and the Software and server software) are owned by Computer Specialists Group, LLC or its licensors. The Software and the Service are protected by United States and international laws, and may contain certain licensed materials in which Computer Specialists Group, LLC licensors may enforce their rights in the event of any violation of this Agreement.

5.     Establishing an Account.

Prior to (or in lieu of) creating a user account on the Service, or using an existing Account, you may be required to establish a separate account (a "Computer Specialists Group, LLC Account") on Computer Specialists Group, LLC centralized account system. When creating these accounts, you may be required to provide Computer Specialists Group, LLC with certain personal information, financial information and an unused Authentication Key provided to you by Computer Specialists Group, LLC. You agree that you will supply accurate information to Computer Specialists Group, LLC when requested, and that you will update that information promptly after it changes.

6.     Username and Password.

During the registration process, you may be required to select a unique username and a password (collectively referred to hereunder as "Login Information"). You may not share the Account or the Login Information with anyone other than as expressly set forth herein.

7.     No Ownership Rights in Account.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF COMPUTER SPECIALISTS GROUP, LLC.

8.     Account Suspension/Deletion.

COMPUTER SPECIALISTS GROUP, LLC MAY SUSPEND, TERMINATE, OR MODIFY, ACCOUNTS AT ANY TIME FOR ANY REASON, WITH OR WITHOUT NOTICE TO YOU. For purposes of explanation and not limitation, most account suspensions, terminations and/or deletions are the result of violations of this Terms of Use agreement.

9.     Security of Login Information.

You are responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, whether or not authorized by you. In the event that you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Computer Specialists Group, LLC

10. Changes to the Terms of Use Agreement or the Software.

Computer Specialists Group, LLC reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, including without limitation access policies, the availability of any feature of the Software or the Service, hours of availability, content, data, software or equipment needed to access the Software or the Service, effective with or without prior notice; provided, however, that material changes (as determined in Computer Specialists Group, LLC sole and absolute discretion) will be disclosed as follows: Computer Specialists Group, LLC will provide you with notification of any such changes through a patch process, or by email, postal mail, website posting, pop-up screen, or in-program notice. Your continued use of the Software following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Computer Specialists Group, LLC may change, modify, suspend, or discontinue any aspect of the Software at any time. Computer Specialists Group, LLC may also impose limits on certain features or restrict your access to parts of the Software without notice or liability.

11. Termination.

This Agreement is effective until terminated. You may terminate the Subscription by failing to renew the annual subscription fee and  notifying Computer Specialists Group, LLC of your intention to terminate this Subscription Agreement. Computer Specialists Group, LLC may terminate this Agreement at any time for any reason or no reason. Upon termination for any reason, all subscriptions granted herein shall immediately terminate and all current data in the account database will be purged from the server. In the event that you terminate or breach this Agreement, you will forfeit your right to any and all payments you may have made for pre-purchased access to ScripCoordinator.com. You agree and acknowledge that you are not entitled to any refund for any amounts which were pre-paid on behalf of the Account prior to any termination of this Agreement. Computer Specialists Group, LLC may terminate this Agreement with or without notice by terminating the Account as set forth in Section 8. The provisions of Sections 4, 7, 11 and 14-20 shall survive any termination of this Agreement.

12. Warranty Disclaimer.

THE SOFTWARE AND THE SERVICE ARE PROVIDED "AS IS" AND COMPUTER SPECIALISTS GROUP, LLC DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPUTER SPECIALISTS GROUP, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT.

13. Limitation of Liability.

NEITHER COMPUTER SPECIALISTS GROUP, LLC NOR ITS PARENT, SUBSIDIARIES, LICENSORS OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR DAMAGE OR LOSS OF ANY KIND RESULTING FROM (A) THE USE OF OR INABILITY TO USE THE SERVICE INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION; (B) INTERRUPTIONS OF SERVICE INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL COMPUTER SPECIALISTS GROUP, LLC BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

14. Force Majeure.

Computer Specialists Group, LLC shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Computer Specialists Group, LLC, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Computer Specialists Group, LLC control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

15. Acknowledgments.

You hereby acknowledge and agree that:

A. WHEN THE SOFTWARE IS RUNNING, COMPUTER SPECIALISTS GROUP, LLC MAY OBTAIN CERTAIN IDENTIFICATION INFORMATION ABOUT YOUR COMPUTER AND ITS OPERATING SYSTEM, INCLUDING WITHOUT LIMITATION YOUR HARD DRIVES, CENTRAL PROCESSING UNIT, IP ADDRESS(ES) AND OPERATING SYSTEM(S), FOR PURPOSES OF IMPROVING THE SOFTWARE AND/OR THE SERVICE, AND TO POLICE AND ENFORCE THE PROVISIONS OF THIS AGREEMENT.

B. Computer Specialists Group, LLC may, with or without notice to you, disclose your Internet Protocol (IP) address(es), personal information, and other information about you and your activities: (a) in response to a request by law enforcement, a court order or other legal process; or (b) if Computer Specialists Group, LLC believes that doing so may protect your safety or the safety of others.

C. You are wholly responsible for the cost of all telephone and Internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining connectivity to the Servers.

16. Equitable Remedies.

In the event that you breach this Agreement, you hereby agree that Computer Specialists Group, LLC would be irreparably damaged if this Agreement were not specifically enforced, and therefore you agree that Computer Specialists Group, LLC shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Computer Specialists Group, LLC may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this Agreement and consistent with Section 17, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

17. Dispute Resolution and Governing Law.

A. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Subscription Agreement ("Dispute"), you and Computer Specialists Group, LLC agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. Computer Specialists Group, LLC will send its notice to your billing address and email you a copy to the email address you have provided to us. You will send your notice to Computer Specialists Group, LLC, 15591 Walton Heath Row, San Diego, CA 92128, attn: Legal Department.

B. Binding Arbitration. If you and Computer Specialists Group, LLC are unable to resolve a Dispute through informal negotiations, either you or Computer Specialists Group, LLC may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAAs Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available that the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Subscription Agreement, you and Computer Specialists Group, LLC may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

C. Restrictions. You and Computer Specialists Group, LLC agree that any arbitration shall be limited to the Dispute between Computer Specialists Group, LLC and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

D. Exceptions to Informal Negotiations and Arbitration. You and Computer Specialists Group, LLC agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Computer Specialists Group, LLC’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

E. Location. If you are a resident of the United States, any arbitration will take place within the County of San Diego, State of California, United States of America. For residents outside the United States, any arbitration shall be initiated in the County of San Diego, State of California, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of San Diego, State of California, United States of America, and you and Computer Specialists Group, LLC agree to submit to the personal jurisdiction of that court.

F. Governing Law. Except as otherwise set forth herein, this Subscription Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the law of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For our customers who purchased a subscription to the Software in, and are a resident of, Canada, Australia, Singapore, or New Zealand, other laws may apply if you choose not to agree to arbitrate as set forth above; provided, however, that such laws shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof. If you purchased your subscription to the Software in New Zealand, and are a resident of New Zealand, The New Zealand Consumer Guarantees Act of 1993 ("Act") may apply to the Software and/or the Service as supplied by Computer Specialists Group, LLC to you. If the Act applies, then notwithstanding any other provision in this Subscription Agreement, you may have rights or remedies as set out in the Act which may apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in this Subscription Agreement. Those who choose to access the Service from locations outside of the United States, Canada, Australia, Singapore, or New Zealand do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable.

G. Severability. You and Computer Specialists Group, LLC agree that if any portion Section 17 is found illegal or unenforceable (except any portion of 17(D)) that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 17(D) is found to be illegal or unenforceable then neither you nor Computer Specialists Group, LLC will elect to arbitrate any Dispute falling within that portion of Section 17(D) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of San Diego, State of California, United States of America, and you and Computer Specialists Group, LLC agree to submit to the personal jurisdiction of that court.

18. Miscellaneous.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Terms of Use Agreement is the complete and exclusive statement of the agreement between you and Computer Specialists Group, LLC concerning the Service, and this Agreement supersedes any prior or contemporaneous agreement, either oral or written, and any other communications with regard thereto between you and Computer Specialists Group, LLC. This Agreement may only be modified as set forth herein. The section headings used herein are for reference only and shall not be read to have any legal effect.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AGREEMENT AND AGREE THAT MY USE OF THE SOFTWARE AND THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT.