PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LEARNBAT, INC. (“SHOWME”), WHICH OWNS AND OPERATES SHOWME.COM. BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF SHOWME’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

1. ACCESS TO THE SERVICES. The ShowMe.com website and domain name and all other websites and domain names affiliated with ShowMe, and any other linked pages, features, content, or application services offered from time to time by ShowMe in connection therewith (collectively, the “Website”) are owned or operated by ShowMe. Subject to the terms and conditions of this Agreement, ShowMe may offer to provide certain services described more fully on the Website (“Services”), that you select through the process provided on the Website, solely for your own, personal use, and not for the benefit of any third party. The term “Services” shall include, without limitation, any service ShowMe performs for you and the content offered by ShowMe on the Website. ShowMe may change, suspend or discontinue all or any part of the Services at any time. ShowMe also may impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. ShowMe reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services or the Website following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

By accessing and using the ShowMe services, you represent and warrant that: (i) you are an individual (i.e., not a corporation) and you accept and agree to be bound by these terms of use or, if you are accepting this Agreement on behalf of an institution, company or other legal entity, you have the authority to bind that institution, company or legal entity to this Agreement; (ii) all registration information you submit is accurate and truthful; (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2. USE BY CHILDREN. ShowMe collects limited information from individuals under the age of 13 (“child” or “children”) and allows limited access to ShowMe services by children in accordance with our Privacy Policy. In the event that we learn that we have collected personal information from a student without parental consent, or if we learn a child has provided us personal information beyond what we request when the child registers for the Website, we will delete that information as quickly as possible. If you believe that a child may have provided us personal information beyond what is requested when signing up for the Website, please contact us at info@showme.com.

3. ADDITIONAL TERMS.

a) For information regarding ShowMe’s treatment of Personal Information and other information generated as a result of your use of the ShowMe service, please review ShowMe’s current Privacy Policy, which is hereby incorporated into this Agreement by reference.

b) If you are a student, you will only register for and access the Services as a student registrant, and not as a teacher, school, district, parent, publisher, or any other category of user, whether offered by ShowMe now or in the future.

c) If you are accessing the Services as a publisher, you understand that the content you contribute to the Services as a publisher will be considered a User Submission under Section 4 of this Agreement.

4. WEBSITE CONTENT. The Website and its contents are intended solely for the personal, non-commercial use of Website users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content”)) are protected by copyright and other intellectual property laws. You shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 4), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

Copying or storing of any Content other than for personal, noncommercial use is expressly prohibited without prior written permission from ShowMe or from the copyright holder. You shall not link to the Website without ShowMe’s prior written consent, except in accordance with the terms of this Agreement.

In the course of using the Services, you and other users may provide information which may be used by ShowMe in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to ShowMe or in connection with the Services (collectively, “User Submissions”), ShowMe hereby is and shall be granted a non exclusive, worldwide, royalty free, perpetual, irrevocable, and transferable right to fully exploit such User Submissions (including all related intellectual property rights) in connection with the Website, the Services, and ShowMe’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites); however, ShowMe will only share your personally identifiable information in accordance with ShowMe’s current Privacy Policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that ShowMe retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to ShowMe does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that ShowMe will not be liable for any errors or omissions in any content. You understand that ShowMe cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, ShowMe cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will ShowMe be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

5. YOUR WARRANTY. You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account in any way, such as allowing someone else access to your account or password. ShowMe reserves the right to remove, edit, abridge, or restrict access to any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if ShowMe is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not ShowMe, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to ShowMe and to grant ShowMe the rights to use such information in connection with the Services and as otherwise provided herein.

6. RESTRICTIONS. You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any ShowMe user. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services. You may not transfer your account to anyone without express prior written consent of ShowMe.

7. WARRANTY DISCLAIMER. ShowMe has no special relationship with or fiduciary duty to you. You acknowledge that ShowMe has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you accesses via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release ShowMe from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. ShowMe makes no representations concerning any content contained in or accessed through the Services, and ShowMe will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. ShowMe makes no representations or warranties regarding suggestions or recommendations of services or products (including Content provided by publishers) offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) the Services are provided “AS IS” without any warranty of any kind from ShowMe or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product. THE SERVICES, CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. REGISTRATION AND SECURITY. As a condition to using Services, you may be required to register with ShowMe and select a password and user name (“ShowMe User ID”). You shall provide ShowMe with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a ShowMe User ID a name of another person with the intent to impersonate that person; or (ii) use as a ShowMe User ID a name subject to any rights of a person other than you without appropriate authorization. ShowMe reserves the right to refuse registration of or cancel a ShowMe User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

9. INDEMNITY. You will indemnify and hold ShowMe, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SHOWME OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND SHOWME’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. FEES AND PAYMENT. Access to the Services is free, but in the future, we may offer special features (including, without limitation, exclusive Content) which ShowMe may charge for. Therefore, ShowMe reserves the right to require payment of fees for certain Services. If you want access to those Services, you shall pay all applicable fees for those Services, as will be described on the Website. ShowMe reserves the right to change its price list for certain Services and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. If you continue to use those Services following such notification, that use constitutes your acceptance of any new or increased charges.

12. THIRD PARTY WEBSITES. The Services may contain links to third party websites that are not owned or controlled by ShowMe. When you access third party websites, you do so at your own risk. ShowMe encourages you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third party website that you visit. ShowMe has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites. In addition, ShowMe will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold harmless ShowMe from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ShowMe shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that ShowMe is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release ShowMe, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service.

13. TERMINATION. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your account at any time by contacting us at info@showme.com. ShowMe may suspend or terminate your access to the Services, Website or your account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the forfeiture and destruction of all information associated with your membership. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

14. MISCELLANEOUS. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. ShowMe shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ShowMe’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with ShowMe’s prior written consent. ShowMe may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the Website will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind ShowMe in any respect whatsoever.

15. COPYRIGHT DISPUTE POLICY. ShowMe has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of ShowMe’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is ShowMe’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that ShowMe is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, email address;

5. A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is ShowMe’s policy:

1. to remove or disable access to the infringing material;

2. to notify the content provider, member or user that it has removed or disabled access to the material; and

3. that repeat offenders will have the infringing material removed from the system and that ShowMe will terminate such content provider’s, member’s or user’s access to the Services.

Please contact ShowMe’s Designated Agent to Receive Notification of Claimed Infringement at the following address:

Effective: June 1, 2011