The undersigned ("Registrant"), by submitting this School Registration Agreement (collectively "Agreement") to EduConnect, Inc., a Kansas corporation, acknowledges that it wishes to become a registrant of the School Rewards program, and agrees to be bound by the terms and conditions of this Agreement. The registrant warrants that all information provided in the School Registration is true and accurate.

1. Term

EduConnect, Inc. reserves the right to terminate this registration at any time upon notice to Registrant via e-mail. EduConnect, Inc. may immediately terminate this Agreement without notice if Registrant is in breach of any representation, warranty or covenant in this Agreement. Registrant may terminate this Agreement upon written notice to EduConnect, Inc.

2. Payment For Purchases

(a) EduConnect, Inc. agrees to remit to Registrant Fees payable in the amounts and on the terms as set forth in this Agreement that result from the purchase of Products via hyperlinks from EduConnect’s web site.

(b) Fees paid will be based on the percentage rebates identified by EduConnect, Inc. for each individual participating company. The percentages will be listed with the company link on the EduConnect, Inc. web site.

(c) EduConnect, Inc. shall pay the Fees to Registrant semi-annually in February and August. EduConnect, Inc. shall not be obligated to make any payment of Fees to Registrant until (1) it has received payment for Purchases and (2) the aggregate amount of Fees due to Registrant equals or exceeds fifty dollars ($50.00). Any earned but unpaid Fees shall carry over to the next regularly scheduled payment period.
(d) Regardless of the timing of any payment made by EduConnect, Inc. to Registrant hereunder, EduConnect, Inc. shall be authorized to chargeback any Fee paid to Registrant that specifically relates to (i) Products returned by Qualified Customers within ninety (90) days from the date of purchase; (ii) refunds or credits issued to Qualified Customers within ninety (90) days from the date of purchase; or (iii) overpayments to Registrant, duplicate entries or other clear bona-fide errors. EduConnect, Inc. shall deduct the amount of the chargeback from and offset such amounts against any monies owed by EduConnect, Inc. to Registrant.

(e) Amounts credited to Registrant's account will not bear interest.

3. Indemnification; Limitation of Liability

(a) Registrant agrees to indemnify, defend and hold harmless EduConnect, Inc. from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any breach of this Agreement by Registrant.

(b) EduConnect, Inc. agrees to indemnify, defend and hold harmless Registrant (and its respective officers, directors, employees, shareholders and agents) from and against any and all liability claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any breach of this Agreement by EduConnect, Inc.

(c) Neither Registrant nor EduConnect, Inc. shall be liable to one another for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind arising out of this Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses.

(a) Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (ii) nothing contained in this Agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and (iii) the performance of this Agreement shall not infringe or violate upon the Intellectual Property or privacy rights of any third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4(A), NEITHER EDUCONNECT, INC. NOR REGISTRANT MAKE, AND EACH SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE DISTRIBUTION MEDIUM, PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, AND NON-INFRINGEMENT.

(b) Privacy. Throughout the Term of this Agreement, both parties agree to adhere to fair information collection practices with respect to the receipt or provision of the Services.

(c) Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as follows. To EduConnect, Inc. at the address listed on its Web site; and to Registrant at the address set forth in the Registration Agreement.

The individual submitting this registration certifies that she/he is authorized to act on behalf of Registrant and that she/he, on behalf of Registrant, has read and accepted the terms, conditions and disclosures associated with this Agreement.