TERMS AND CONDITIONS OF NAVIGATE PREPARED LICENSE
(SUPPLEMENTING THE INVOICE FOR NAVIGATE PREPARED LICENSE)


These terms and conditions (the "Terms and Conditions") form a part of the license agreement
between Customer and Navigate360, LLC ("Lauren") for the NaviGate Prepared license
referred to in the invoice from Lauren to Customer, with those options and other features
specified on the invoice (the "Invoice"). These Terms and Conditions supplement, rather than
replace, all other terms and conditions set forth in the Invoice. The "NaviGate Prepared License"
consists of the combined provisions of these Terms and Conditions and of the Invoice. "Customer"
is the licensee which is purchasing the NaviGate Prepared License from Lauren.

1. Entire Agreement. These Terms and Conditions, combined with the terms and
conditions contained in the Invoice, without more, constitute the entire agreement of
Customer and Lauren for the NaviGate Prepared License. No prior inconsistent or additional
terms, provisions, proposals, or discussions (including any that are on Customer's forms) are a
part of the agreement for the NaviGate Prepared License By logging onto the NaviGate system,
Customer affirms its agreement to be bound by the provisions of the NaviGate Prepared License
as defined herein.

2. Modifications and Amendments. The NaviGate Prepared License may not be
modified or amended except in a writing signed by the duly authorized representatives of
Customer and Lauren, respectfully.

3. NaviGate Prepared License and Limited Warranty. Lauren offers an on-line
system for critical information management that is designed for school grades K-12 planning,
storage, communication, and training, and is intended for Emergency Management Suite and response,
only. NaviGate Prepared provides Customer, through a secure internet portal, with electronic
storage space (on Lauren-controlled servers) at which to develop, store, retrieve, modify, and
communicate Customer's various policies and procedures for Emergency Management Suite and
response, floor plans, images, and content files. Customer, rather than Lauren, selects, up-loads,
and modifies the information placed within Customer's area of NaviGate (the "Uploaded
Content"). Customer may give third parties, including technical assistants, police, and other
security and emergency response personnel, access to Customer's NaviGate Prepared area.

(a) Grant of License. Lauren hereby grants Customer a non-exclusive,
limited license to use Lauren's NaviGate Prepared website and internet portal, together with
assigned storage space on Lauren-controlled servers for Uploaded Content in accordance with
and subject to these Terms and Conditions and the terms and conditions contained in the Invoice.
All right, title, and interest in and to the Uploaded Content or any of Customer's
materials provided by Customer to Lauren shall remain exclusively in Customer. Except as
otherwise provided in writing, the term of the NaviGate Prepared License is from year to year
unless Lauren refuses to renew at the end of a current term (or will only renew on different terms
and conditions which Customer refuses to accept) or unless Customer chooses not to renew for
another term or fails to make timely payment of the license fee as the same may change from
time to time.

(b) Terms of Limited Warranty. LAUREN HEREBY MAKES THE
LIMITED WARRANTY, subject to the limitations set forth herein and in the Invoice, that
Lauren: (i) will provide NaviGate Prepared as a system available for critical information
management in terms of planning, storage, and training which is available for emergency
preparedness and response, only (the "Portal Warranty"); (ii) will implement commercially
reasonable techniques to guard the security of the site (the "Security Warranty"); and (iii) will
perform commercially reasonable backups of the Uploaded Content approximately every 48
hours (the "Backup Warranty").

Lauren makes no warranty that commercially reasonable techniques for security - and
commercially reasonable backups - are infallible or always effective.

(c) FERPA. "Educational records" as defined by the Family Educational
Rights and Privacy Act ("FERPA") are not to be stored under the NaviGate Prepared License
which is intended for storage of information to be used for Emergency Management Suite and
response, only. Without relieving Customer of its duty to utilize the NaviGate Prepared system
in accordance with its overall design and intent, if Lauren obtains access to confidential
"education records", as defined by FERPA, Lauren agrees that it will not disclose any such
education records except in order to perform its duties under this Agreement or as required by
law.

(d) Customer's Duties and Limitations of Lauren's Liability. Customer is
required to consistently exercise prudence and adhere to risk-containment strategies, including
use of a backup strategy to safeguard information uploaded to Customer's NaviGate Prepared
area. Customer's breach of these duties will relieve Lauren of liability for a breach of its Security
Warranty or its Backup Warranty, as the case may be.

Notwithstanding anything to the contrary herein, Lauren will not be responsible, or
otherwise liable, for: (i) any damages suffered due to access into Customer's area of NaviGate
Prepared which are caused by any agent of Customer or any person acting for the benefit of
Customer or on its behalf or with its authorization or by any person which decrypts or otherwise
"breaks" Customer's password for NaviGate Prepared; (ii) the accuracy, utility, or effectiveness
of any Uploaded Content put into Customer's area of NaviGate Prepared; or (iii) the nature,
accuracy, completeness, applicability, suitability, or utility of any information contained on any
website - or the continued existence of any website, or transactions to which Customer may
become a party on any website - which may from time to time be available through a "link"
presented on the NaviGate Prepared website.

(e) Disclaimer. Except as expressly set forth above in subsection (b) of this
Section 3, LAUREN MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR ANY OTHER WARRANTY COMPARABLE THERETO, NOR GIVES ANY OTHER ENFORCEABLE
RIGHT.

4. Force Majeure. Notwithstanding anything to the contrary herein, under no
circumstances will Lauren be liable for any breach of warranty (or any other delay or failure in
performance) resulting directly or indirectly from an act of force majeure or causes beyond
Lauren's reasonable control, including without limitation, equipment or technical failures,
electrical power failures or fluctuations, failure of environmental control systems, denial of
service attacks (including distributed denial of service attacks) or any other form of adverse
cyber attack or hacker activity that does not constitute a breach of the Security Warranty, any
failure or delays of ISP's, any general or regional malfunction or overload of the web or the
internet, strikes, labor disputes, terrorism, riots, civil disturbances, shortages of labor or
materials, fire, flood, natural or man-made disasters, Acts of God, government actions, statutes,
ordinances, or regulations, orders of domestic or foreign courts or tribunals, non-performance of
third parties, or any event, cause, contingency, or circumstance beyond the reasonable control of
Lauren.

5. Limitation of Remedies. In any case where Lauren is not excused herein from
liability for a breach of Lauren's warranties set forth above, the sole remedy for any such breach
which does not result from willful misconduct will be Lauren's refund or credit to Customer of a
pro rata amount of the license fee paid by Customer for the then-current term of the NaviGate
Prepared License, such proration to be based on duration of the unexcused breach of warranties
and on the extent to which such breach made the NaviGate Prepared site unusable for Customer.

6. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL LAUREN HAVE ANY
LIABILITY HEREUNDER TO ANY PARTY OTHER THAN CUSTOMER, AND THEN, ONLY LIABILITY FOR
AN UNEXCUSED BREACH OF ONE OF THE WARRANTIES SET FORTH ABOVE IN SECTION 3(b). UNDER
NO CIRCUMSTANCES WILL LAUREN BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES BY REASON OF ANY
TEMPORARY OR OTHER BREACH OF WARRANTY OR BY REASON OF ANY OTHER CAUSE. In
particular, and not by way of limitation, Lauren will not be liable to any person for any bodily
injury, death, property damage, or economic loss (such as loss of business or loss of profits), loss
of revenue, cost of replacements, damages suffered by persons whom or which Customer serves
(such as students, parents, teachers, etc.), regulatory fines or penalties, or damages resulting from
damage to or loss of use of any of Customer's facilities.

7. Limitations on Prosecution of Claims. Any legal proceeding, regardless of
form, arising out of the NaviGate Prepared License or any part thereof, which is not initiated
within one (1) year from the date the cause of action accrues is forever barred.

8. Covenants, Representations & Warranties of Customer. Customer further
warrants, represents, and agrees as follows:

(a) Use. Customer's initial one-year license fee for the NaviGate Prepared
License, and the applicable annual renewal license fees, are based on the number of buildings
covered by the license. Customer will not - without agreeing with Lauren for expanded
coverage of Customer's NaviGate Prepared License - in any manner use or attempt to use the
NaviGate system to cover, in whole or in part, more buildings than the NaviGate Prepared
License has been priced to cover. Customer and each of its agents and any other person acting
for the benefit of Customer or on its behalf or with its authorization will use the NaviGate
Prepared portal and site and Customer's space in NaviGate Prepared only for planning, storage,
communication, and training in accordance with the overall design and intent of the NaviGate
Prepared system which is limited to Emergency Management Suite and response. Within its own
organization Customer will only allow those individuals with a legitimate role in Customer's
NaviGate-related programs to have access to the NaviGate Prepared system. Neither Customer
nor any of its agents or any other person acting for the benefit of Customer or on its behalf or
with its authorization will attempt to access or enter into any area on the NaviGate Prepared
system which has been reserved for another customer's uploaded content or any another area
beyond those which Customer has been given permission by Lauren to use.

(b) Compliance with Law and Third Party Rights. Customer warrants that
it and its agents, and any person acting for the benefit of Customer or on its behalf or with its
authorization will in all respects comply with all applicable laws and regulations and refrain from
violating the rights or infringing the interests (or attempting to do so) of any third parties in
connection with the use of the NaviGate Prepared portal and site, including without limitation in
the selection, gathering, creation, modification, uploading onto the NaviGate Prepared site,
maintenance, preservation, retrieval, dissemination, other utilization, and (for Customer, only)
granting access of and to the Uploaded Content stored in Customer's NaviGate Prepared area.

(c) Necessary Rights. Customer affirms that it has, and at all times will have,
all necessary rights, licenses, consents, and permissions (without the need for any additional
approval, waivers, or releases, or payment to another person or entity) to submit, store, develop,
use, disseminate, and grant access to all of the Uploaded Content with regard to any restraints
that otherwise might be imposed by law or contract protecting copyrights, patents, trademarks,
trade secrets, trade names, or privacy, publicity, or confidentiality (including statutory and
contractual restrictions on disclosure and appropriation), and/or for any other intellectual
property rights or rights or interests arising in connection with proprietary information.

9. Indemnification.

(a) Customer to Lauren. Customer will indemnify, defend, and hold
harmless Lauren, its licensors, suppliers, contractors, agents, representatives, officers, directors,
and employees (the "Indemnified Parties"), from and against any and all claims, demands,
actions, causes of action, liabilities, losses, damages, judgments, settlements, and/or
compromises for any liability (including personal injury and death, property damage or
destruction, and economic loss), as well as any and all costs and expenses relating thereto
(including reasonable attorney fees and court costs), which may at any time be made or asserted
or commenced against any of the Indemnified Parties and which relate to or arise out of or in
connection with: (i) the use of the NaviGate Prepared site by or on behalf of Customer, the use of
Customer's area in NaviGate Prepared, or the utilization by or on behalf of Customer of any
extra or ancillary services available under Customer's particular NaviGate Prepared License, or
(ii) breach or failure to comply with any of these Terms and Conditions or the other terms and
conditions in the NaviGate Prepared License by Customer, any of Customer's agents, or any
other person acting for the benefit of Customer or on its behalf or with its authorization.
Customer agrees to use its best efforts to cooperate with Lauren in Customer's defense of any
such claim. Lauren reserves the right, at its own expense, to employ separate counsel and to
assume the exclusive defense and control of any matter otherwise subject to indemnification by
Customer.

(b) Lauren to Customer. Lauren will indemnify and hold harmless
Customer, its agents, officers, directors, and employees (each being a "Customer Party") from
and against any and all claims, demands, actions, causes of action, liabilities, losses, damages,
judgments, settlements, and/or compromises for Lauren's alleged infringement of copyright,
patent, trade or service mark, or other form of intellectual property when such infringement is
inherent in either the code, structure, or operation of the NaviGate Prepared system (an "IP
Claim"), if but only if: (i) Customer gives prompt notice of each IP Claim to Lauren, together
with any and all documentation received in connection with the IP Claim by the particular
Customer Party involved; (ii) each Customer Party involved allows Lauren, at Lauren's election
and at Lauren's sole cost and expense, to assume the defense of the IP Claim and make all
decisions with respect thereto; and (iii) each Customer Party involved fully cooperates and
shares information with Lauren, regardless of whether Lauren decides to assume the defense of
any such Customer Party.

10. Breach of NaviGate Prepared License. Breach or failure to comply with any of
these Terms and Conditions or any of the other terms and conditions in the NaviGate Prepared
License by Customer, any of Customer's agents, or any other person acting for the benefit of
Customer or on its behalf or with its authorization will constitute grounds for Lauren to terminate
the NaviGate Prepared License, in the exercise of Lauren's sole and absolute discretion, and
whether or not the NaviGate Prepared License is terminated, will entitle Lauren to recover any
and all damages it may have suffered as a result of such breach or such failure to comply and
also to exercise and pursue all other rights and remedies Lauren may have available to it in law
or in equity.

11. Dispute Resolution. Any dispute or controversy arising out of or relating to the
NaviGate Prepared License, its construction, or its actual or alleged breach will be finally
decided by arbitration conducted in New Philadelphia, Ohio, in accordance with the commercial
rules of the American Arbitration Association. Judgment upon the award rendered may be
entered in the highest court or forum having jurisdiction, state or federal.

12. General. (a) The relationship between Lauren and Customer under the NaviGate
Prepared License, or otherwise, is that of a licensor and licensee, does not extend beyond the
express terms of the NaviGate Prepared License, and does not constitute a partnership, joint
venture, or agency. Neither party has any right or authority to assume or create any obligations
on behalf of or in the name of the other or to bind the other in any manner whatever. (b) The
NaviGate Prepared License will be governed by the laws of the State of Ohio, excluding the
choice of law provisions of any jurisdiction. Customer consents to personal jurisdiction over it
by the courts of the State of Ohio with respect to any dispute arising under the NaviGate
Prepared License. (c) The invalidity or unenforceability of any provision of the NaviGate
Prepared License will not affect the other provisions thereof, and the terms and conditions of the
NaviGate Prepared License shall be construed in all respects as if such invalid or unenforceable
provisions had never been included. (d) Captions have been inserted solely for convenience of
reference and shall not limit or affect any provision hereof. (e) Nothing in the NaviGate
Prepared License, or any part thereof, including without limitation, these Terms and Conditions,
will be construed to give any person, firm or entity other than the named parties to the NaviGate
Prepared License, any legal or equitable right, remedy, or claim under or with respect to the
NaviGate Prepared License or any provision thereof. The NaviGate Prepared License and all
provisions and conditions thereof are for the sole and exclusive benefit of Lauren and Customer
and their respective successors and assigns. (f) Customer may not assign all or any part of the
NaviGate Prepared License without the prior written consent of Lauren, which such consent
Lauren may grant or withhold in the exercise of its sole and absolute discretion. (g) The
provisions of the NaviGate Prepared License (including these Terms and Conditions) will be
binding upon and inure to the benefit of the successors and assigns of Customer and Lauren,
respectively.