Please read these Product Terms (the "Terms") carefully. Your use of the Site or Scholastic Products (as defined below) constitutes your consent to these Terms.
These Terms are between you and Scholastic Inc. and/or any affiliated entities set forth in an applicable Order ("Scholastic" or "we") concerning your use of (including any access to) the text, images, audio and audiovisual recordings, software, databases, documentation and other information, content, material and services (the "Scholastic Products") made available to you through the Scholastic websites and mobile apps displaying a link to these Terms (together with any successor website(s) and app(s) thereto, the "Site"). These Terms hereby incorporate by this reference any additional terms and conditions posted by Scholastic through the Site, or otherwise made available to you by Scholastic.
If you have entered into an Individual Customer Agreement or Institutional Customer Agreement with Scholastic (currently available upon request as described in the "Information or Complaints" section below, and referred to herein as a "Customer Agreement"), then please note that (1) these Terms are incorporated into such Customer Agreement, and (2) as used in these Terms, the word "you" means both Customer and any other Users permitted to use the Site and Scholastic Products under the applicable Order, as defined in the Customer Agreement.
BY USING THE SITE OR THE SCHOLASTIC PRODUCTS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS, OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL/GUARDIAN OR TEACHER/LIBRARIAN CONSENT TO DO SO.
Changes. We may change these Terms by notifying you of such changes by any reasonable means, including by posting revised Terms through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes.
Your use of the Site or Scholastic Products following any changes to these Terms will constitute your acceptance of such changes. The "Last Updated" legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site or Scholastic Products (including access to the Scholastic Products via any third-party links, and including any titles available through the Scholastic Products and any other content or functionality availability restrictions); charge, modify or waive any fees required to use the Site or Scholastic Products; or offer opportunities to some or all users.
Jurisdictional Issues. The Site and the Scholastic Products are controlled or operated (or both) from the United States, and are not intended to subject Scholastic to any non-U.S. jurisdiction or law. The Site and the Scholastic Products may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site and the Scholastic Products is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the availability of the Site or the Scholastic Products at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct. You will not: (a) copy, modify, create derivative works of, publicly display or perform, distribute, download, mirror, sell, rent, lease, loan, sublicense or timeshare the Site or the Scholastic Products; (b) decompile, disassemble or reverse engineer the Site or the Scholastic Products; (c) disrupt the operation of the Site or the Scholastic Products, or any third party's use of the same; (d) remove any proprietary notices from the Site or the Scholastic Products; (e) use any robot, spider, or other device to retrieve, index, "scrape," "data mine" or otherwise gather content from the Site or the Scholastic Products, or reproduce or circumvent the navigational structure or presentation of the same; (f) use the Site or the Scholastic Products for any commercial purpose or for the purposes of any third party, or exploit the Site or Scholastic Products except as expressly authorized herein; or (g) permit or facilitate any unauthorized access to the Site or Scholastic Products. You must cease using the Site and the Scholastic Products if you violate these Terms, or upon our reasonable request.
You are responsible for obtaining, maintaining and paying for all hardware, telecommunications and other services and resources needed to use the Site and the Scholastic Products.
Prohibited Materials. You will not post any material that is: (a) threatening, harassing or otherwise disrespectful; (b) false, defamatory or fraudulent; (c) obscene, indecent, profane, discriminatory or otherwise objectionable; (d) a promotion, advertisement, solicitation, or offer to buy or sell any product or service; (e) infringing or violating any copyright, trademark, trade secret, right of publicity, right of privacy or other proprietary right; (f) violating any confidentiality or other contractual or fiduciary obligation; (g) intended to harm or disrupt any software, hardware or network; or (h) otherwise tortious or illegal.
Registration; User Names and Passwords. You may need to register to use all or part of the Site or Scholastic Products. You represent and warrant that any information you provide in connection with any such registration is complete and accurate, and that you will promptly update any such information as necessary from time to time. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only, and should be kept confidential; you, and not Scholastic, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any actual or suspected confidentiality breach or unauthorized use of your user name or password, or your account.
License; Feedback. You hereby grant to Scholastic a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable (through multiple tiers) and transferable license to reproduce, adapt, modify, create derivative works based upon, store, host, publish, display and perform (publicly or otherwise), distribute, maintain and otherwise retain, analyze and use your Submissions in connection with the Site and/or Scholastic Products, and as otherwise permitted in these Terms, in any format or media now known or hereafter developed.
In addition, you agree to assign and hereby do assign to Scholastic, and Scholastic shall exclusively own, all right, title and interest in any ideas, enhancement requests, feedback, recommendations, testimonials and other similar information related to the Site and/or Scholastic Products provided by you or on your behalf ("Feedback"), and you acknowledge that Scholastic will have no confidentiality, fiduciary or other obligations with respect to any Feedback.
You represent and warrant that you have all rights necessary to grant the rights granted in this Section 8, and that your Submissions and Feedback are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding any Submissions and Feedback that you may have under any applicable law under any legal theory.
Monitoring. We may (but have no obligation to) monitor any use of the Site or Scholastic Products, and monitor, evaluate, alter or remove Submissions before or after they appear on the Site or the Scholastic Products.
Scholastic's Proprietary Rights. As between you and Scholastic, the Site and the Scholastic Products, and any corrections, modifications, additions, improvements and enhancements thereto, and all intellectual property rights therein, are owned exclusively by Scholastic and its licensors. Subject to these Terms, you may access and use the Site and the Scholastic Products solely for your personal, non-commercial use during the term of the applicable Subscription Period under the applicable Customer Agreement, and solely in accordance with any applicable documentation or usage restrictions that Scholastic may make available to you or that are otherwise set forth in such Customer Agreement. For clarity, the word "you" in this Section 10 and elsewhere in these Terms includes (a) your classroom's students or your library's patrons, if you are a teacher or librarian, respectively, who is a party to an Individual Customer Agreement, or (b) your school district's or school's teachers or students or your library's patrons, as applicable, if you are a party to an Institutional Customer Agreement.
All other rights in the Site and Scholastic Products not expressly granted herein are expressly reserved by us. All trade names, trademarks, service marks and logos on the Site or the Scholastic Products not owned by us are the property of their respective owners. You may not use our or our licensors' trade names, trademarks, service marks or logos (including our SCHOLASTIC mark and our Red Bar logo) in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site or the Scholastic Products should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Third Party Materials; Links. Certain Site or Scholastic Products functionality may make available access to materials made available by third parties, including Submissions ("Third Party Materials"), or allow for the routing or transmission of such Third Party Materials, including via links.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Nothing in these Terms shall be deemed to be a representation or warranty by Scholastic with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site or Scholastic Products at any time. In addition, the availability of any Third Party Materials through the Site or Scholastic Products does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
DISCLAIMER OF WARRANTIES THE SITE, THE SCHOLASTIC PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. SCHOLASTIC DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, THE SCHOLASTIC PRODUCTS AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE ON BEHALF OF BOTH SCHOLASTIC AND ITS PARENT, SUBSIDIARIES AND OTHER AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE "AFFILIATED ENTITIES").
While we try to maintain the timeliness, integrity and security of the Site and the Scholastic Products, we do not guarantee that they are or will remain updated, complete, correct or secure, or that access to the Site or Scholastic Products will be uninterrupted. The Site and Scholastic Products may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site or Scholastic Products. If you become aware of any such alteration, contact us email@example.com with a description of such alteration and its location.
LIMITATION OF LIABILITY SCHOLASTIC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, SCHOLASTIC WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE, THE SCHOLASTIC PRODUCTS OR THIRD PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SCHOLASTIC PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SAME. THE MAXIMUM AGGREGATE LIABILITY OF SCHOLASTIC FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, ACTUALLY PAID BY YOU TO SCHOLASTIC TO USE THE SITE OR THE SCHOLASTIC PRODUCTS WITH RESPECT TO THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE FIRST APPLICABLE CLAIM AROSE; AND (B) TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE ON BEHALF OF BOTH SCHOLASTIC AND THE AFFILIATED ENTITIES.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Suspension; Termination. These Terms are effective so long as you are permitted by Scholastic to use the Site and Scholastic Products. Scholastic may terminate or suspend your use of the Site or Scholastic Products at any time and without prior notice, including if Scholastic believes that you have violated these Terms. Upon any such termination or suspension, your right to use the Site and Scholastic Products will immediately cease. Sections 2-5, 7-9, 10 (excluding the rights granted by Scholastic therein) and 11-20 shall survive any expiration or termination of these Terms.
Governing Law; Arbitration. These Terms are governed by the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SCHOLASTIC, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT SCHOLASTIC AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are currently available online at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&revision=latestreleased. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the provisions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms or any other applicable agreement between us, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Information or Complaints. If you have a question or complaint regarding the Site or the Scholastic Products, please send an e-mail to firstname.lastname@example.org. You may also contact us by writing to Scholastic Inc, 557 Broadway, New York, NY 10012, Attn: EVP & General Counsel, or by calling us at 1-800-SCHOLASTIC. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
Copyright Infringement Claims. Notification of a copyright infringement claim must be submitted to the following:
New York, NY 10012
The notification must be in writing and include: (a) a signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of each alleged infringing copyrighted work or works; (c) identification of the allegedly infringing material and information reasonably sufficient to enable us to locate such material; (d) information reasonably sufficient to enable us to contact the party complaining of an alleged infringement (e.g., an address, telephone number, and e-mail address); a statement that the complaining party has a good-faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Miscellaneous. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Scholastic. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, sublicense or subcontract any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in these Terms shall be construed as if followed by the phrase "without limitation." These Terms, including any terms and conditions incorporated herein, together with the Customer Agreement if you are a Customer, is the entire agreement between you and Scholastic relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Scholastic relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Notices to Scholastic shall be sent in writing by registered mail, return receipt requested, to: Scholastic Inc., 557 Broadway, New York, NY 10012, Attn: SVP, Corporate Finance; with a copy sent to: Scholastic Inc., 557 Broadway, New York, NY 10012, Attn: EVP & General Counsel. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Scholastic will not be responsible for any failure to fulfill any obligation due to any cause beyond its reasonable control.
Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use hereunder of any version of any Scholastic mobile app compatible with Apple Inc.'s iOS operating system (an "App"). Apple Inc. is not a party to these Terms and does not own and is not responsible for any App. Apple Inc. is not providing any warranty for any App except, if applicable, to refund the purchase price for it. Apple Inc. is not responsible for maintenance or other support services for any App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to any App, including any third-party product liability claims, claims that an App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of an App, including those pertaining to intellectual property rights, must be directed to Scholastic in accordance with the "Information or Complaints" section above. The license you have been granted herein is limited to a non-transferable license to use the App(s) on an Apple-branded product that runs Apple Inc.'s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple's App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using any App, such as your wireless data service agreement. Apple Inc. and its subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, Scholastic's right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.