AGREEMENT BETWEEN USER AND YOURHOMEWORK LLC

This is a legal agreement between you and YOURHOMEWORK LLC, a Delaware limited liability company ("yourhomework") with respect to your access and use of the K12Mobile Service, which may also include yourhomework or its licensees' software, content and related documentation and information (collectively, the "Service"). You must accept without modification all of the terms, conditions, and notices contained in these Terms of Use in order to access and/or use the Service (collectively, the "Terms of Use" or "Agreement"). If you do not accept these Terms of Use in their entirety, you may not access or use the Service.

Portions of the Service may be governed by posted guidelines, rules, or other terms and conditions. All such guidelines, rules, terms and conditions are hereby incorporated by reference into these Terms of Use. In the event of a conflict between such other guidelines, rules, terms and conditions and these Terms of Use, the Terms of Use shall control, except that the K12Mobile Service Privacy Policy, referenced below, supersedes any conflicting language in these Terms of Use and/or any other guidelines, rules, terms and conditions published in connection with the Service with respect to the subject matter covered by such privacy policy.

1. MODIFICATION OF THESE TERMS OF USE; UPDATES
yourhomework may change the Terms of Use at any time and such changes shall be effective immediately. You are responsible for regularly reviewing the Terms of Use. The most recent version of the Terms of Use can be found at http://www.k12mobile.com/agreement.html. Your continued use of the Service affirms your agreement to the Terms of Use and any changes.

yourhomework is not obligated to provide updates or make improvements to the Service. However, if yourhomework, in its sole discretion, updates or improves the Service, these Terms of Use shall apply to such updates and improvements unless expressly noted otherwise.

2. NO UNLAWFUL OR PROHIBITED USE; RESPONSIBILITY FOR YOUR ACCOUNT
As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of it. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with the Service or to otherwise interfere with or disrupt any accounts, computer systems or networks connected to the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. You may not charge others to use the Service either directly or indirectly without the express written agreement of yourhomework.

Subject to these Terms of Use, you may use the Service within your organization, but you may not use the Service to advertise or offer to buy or sell any goods or services, or to run a business or commercial entity without the express written agreement of yourhomework.

You agree to use the Service only to send appropriate messages either through the k12mobile website or through the k12mobile access number provided after activation. The k12Mobile access number will require your username and password and a prerecorded message number. Further, you agree that when using the Service, you will not: (i) use the Service in connection with surveys, contests, pyramid schemes, chain letters, or any duplicative, bulk or unsolicited messages (commercial or otherwise); (ii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (iii) create a false identity for the purpose of misleading others; (iv) publish, transfer, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; (v) transfer, stream, or otherwise make available, text that contains software or other code that is protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same; (vi) use any material or information, which is made available through the Service any information in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; (vii) use or otherwise provide (whether or not for a fee) to a person or entity any directory of users of the Service or other user or usage information or any portion thereof; (viii) violate any code of conduct or other guidelines which may be applicable to the Service; (ix) use any portion of the Service to harvest or otherwise collect information about others, including e-mail addresses.

yourhomework reserves the right at all times to monitor communications on the Service and disclose any information yourhomework deems necessary to (i) ensure your compliance with this Agreement; (ii) satisfy any applicable law, regulation or legal process; or (iii) protect the rights, property, and interests of yourhomework, its employees or the public. yourhomework also reserves the right to edit, refuse to transfer or to remove any information or materials, in whole or in part, in Your Homework's sole discretion.

Always use caution when giving out any personally identifiable information about yourself or your children in the Service. yourhomework does not control or endorse the content, messages or information exchanged by means of the Service and, therefore, yourhomework specifically disclaims any liability with regard to the Service and any actions resulting from your participation in the Service.

You are responsible for all activities that occur in your Service account. You agree to notify yourhomework immediately of any unauthorized use of your account or breach in security known to you related to the Service.

Some service providers may charge for text messaging to cellular phone services, yourhomework shall not be responsible in any way for any charges as a result of using the Services.

3. PRIVACY
See the K12Mobile Service Privacy Statement at http://www.k12mobile.com/privacy.html for disclosures relating to the collection and use of your information.

4. NO WARRANTIES; LIABILITY DISCLAIMER; EXCLUSIVE REMEDY
YOURHOMEWORK PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. YOURHOMEWORK, ITS AFFILIATES, ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (COLLECTIVELY, THE "YOURHOMEWORK PARTIES") MAKE NO WARRANTIES. THE YOURHOMEWORK PARTIES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. YOURHOMEWORK MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON.

IN NO EVENT SHALL ANY OF THE YOURHOMEWORK PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR FOR ANY INFORMATION, SERVICES OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF YOURHOMEWORK OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

5. INDEMNITY
YOU AGREE TO INDEMNIFY AND HOLD YOURHOMEWORK, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES, THE VIOLATION OF THESE TERMS OF USE BY YOU, OR THE INFRINGEMENT BY YOU, OR OTHER USER OF THE SERVICES USING YOUR COMPUTER OR IDENTITY, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

6. CUSTOMER SUPPORT
yourhomework will provide online customer support via email and will provide limited telephone support ("Support"). Additional Support will require entering into a separate written support agreement with yourhomework with respect to the Service. yourhomework may terminate any Support it provides at any time in its sole discretion.

7. TERMINATION/ACCESS RESTRICTION
yourhomework reserves the right, in its sole discretion, to terminate your access to and use of the Service or any portion thereof at any time, without notice in the event that you breach any of the terms and conditions set forth herein. In addition, yourhomework shall have the right to terminate the Services at any time for your failure to pay the Services fees.

8. ELECTRONIC NOTICES
You consent to yourhomework providing you any information regarding the Service in electronic form. yourhomework may provide such information to you via e-mail at the e-mail address you specified when you registered for the Service, by text message to your account, or by access to a K12Mobile web site. As long as you access and use the Service, you will have the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you must discontinue your use of the Service.

9. GENERAL
If you reside in the United States, claims for enforcement, breach or violation of duties or rights under these Terms of Use are governed by the laws of the State of California, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, are governed by the laws of your state of residence in the United States. If you reside outside of the United States, these Terms of Use are governed by the laws of the State of California, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in San Diego County, California, U.S.A. in all disputes arising out of or relating to the use of the Service.

YOU AND YOURHOMEWORK AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10. INTELLECTUAL PROPERTY NOTICES
All contents of any yourhomework Web site related to the Service are: Copyright © 2003-2004 YOURHOMEWORK LLC and/or its suppliers, c/o YOURHOMEWORK LLC. All rights reserved.

TRADEMARKS. yourhomework is a registered trademark and K12Mobile is a trademark of YOURHOMEWORK LLC. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

yourhomework may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in any Web pages that are part of the Service. Except as expressly provided in these Terms of Use, the furnishing of such Web pages to you does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.

11. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
October 2004

YOURHOMEWORK LLC
16029 Arrow Hwy, Suite H
Irwindale, CA 91706
Voice: (626) 813-4333
Fax: (626) 813-7027
URL: http://www.yourhomework.com