This Individual Customer Agreement (the "Agreement") is made as of the Effective Date (as defined below) by and between Customer (as defined below) and Scholastic Inc., located at 557 Broadway, New York, NY 10012, and/or any applicable affiliated entities set forth in an Order with respect to particular Licensed Products, each as defined below ("Scholastic"). This Agreement includes the Product Terms (as updated by Scholastic from time to time), which are currently available above (Product Terms) and are hereby incorporated into this Agreement by reference.
By accessing or using the Licensed Products (as defined below), or by otherwise indicating your acceptance of this Agreement (for example, by clicking "I Agree" or through another mechanism confirming your acceptance), Customer is agreeing to be bound by this Agreement. Customer represents and warrants that he or she is of legal age to enter into this Agreement, and has the legal authority to do so. Please note that your Internet browser will typically permit you to print or save a copy of this Agreement.
Scholastic may change this Agreement, including the Product Terms, by notifying Customer of such changes by any reasonable means, including by posting a revised Agreement through the Scholastic websites or mobile apps through which Scholastic makes available the Licensed Products (together with any successor website(s) and app(s) thereto, the "Site"). Any such changes will not apply to any dispute between Customer and Scholastic arising prior to the date on which Scholastic posted the revised Agreement incorporating such changes, or otherwise notified Customer of such changes. Customer's use of the Licensed Products following any changes to this Agreement will constitute Customer's acceptance of such changes. The "Last Updated" legend above indicates when this Agreement was last changed.
Fees; Payment Terms. Customer will pay to Scholastic, for each Subscription Period, the fees and other amounts for the Licensed Products as set forth on the applicable Order (the "Fees"). Customer may be asked to supply certain relevant information, such as a credit card number and its expiration date and billing address. CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO USE ANY CREDIT CARD OR OTHER PAYMENT METHOD SUBMITTED IN CONNECTION WITH THIS AGREEMENT. By submitting such information, Customer grants to Scholastic the right to provide such information to third parties for purposes of facilitating payment. Verification of information may be required prior to the acknowledgment or completion of any transaction. Customer agrees to pay all charges incurred by or on behalf of Customer in connection with this Agreement. With respect to any renewal of a Subscription Period, Scholastic may increase the Fees and other charges, or add new fees or charges, upon advance notice (which may include notice posted on the Site). In addition, Customer is responsible for any taxes applicable to transactions in connection with this Agreement. Refunds and exchanges will be subject to the terms and conditions of this Agreement and Scholastic's applicable refund and exchange practices, as determined by Scholastic from time to time.
IF CUSTOMER PAYS ANY FEES BY CREDIT OR DEBIT CARD AND THE ORDER INDICATES THAT A LICENSE IS SUBJECT TO AUTOMATIC RENEWAL, THEN THE SUBSCRIPTION PERIOD FOR SUCH LICENSE WILL RENEW AUTOMATICALLY FOR AN ADDITIONAL SUBSCRIPTION PERIOD EQUAL TO THE DURATION OF THE ORIGINAL SUBSCRIPTION PERIOD (FOR EXAMPLE, IF THE ORIGINAL SUBSCRIPTION PERIOD IS ANNUAL, IT WILL BE AUTOMATICALLY RENEWED FOR ANOTHER ONE-YEAR TERM AT THE END OF THE CURRENT SUBSCRIPTION PERIOD), UNLESS TERMINATED BY SCHOLASTIC OR UNTIL CUSTOMER NOTIFIES SCHOLASTIC BY TELEPHONE, MAIL OR E-MAIL (SCHOLASTIC'S RECEIPT OF WHICH MUST BE CONFIRMED BY SCHOLASTIC VIA E-MAIL) OF HIS OR HER DECISION TO TERMINATE THE SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S). SCHOLASTIC WILL AUTOMATICALLY CHARGE CUSTOMER'S ACCOUNT UPON RENEWAL OF A SUBSCRIPTION PERIOD AT THE RATE FOR SUCH SUBSCRIPTION PERIOD THEN IN EFFECT, AS POSTED ON THE SITE. THE FEES WILL BE BILLED AUTOMATICALLY TO CUSTOMER'S CREDIT OR DEBIT CARD AT THE START OF THE APPLICABLE SUBSCRIPTION PERIOD, INCLUDING AT THE START OF EACH RENEWAL SUBSCRIPTION PERIOD, UNLESS CUSTOMER TERMINATES HIS OR HER SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S) BEFORE THE RELEVANT SUBSCRIPTION PERIOD BEGINS. IF CUSTOMER HAS AN ANNUAL OR BIANNUAL SUBSCRIPTION PERIOD SUBJECT TO AUTO-RENEWAL, SCHOLASTIC WILL NOTIFY CUSTOMER OF SUCH SUBSCRIPTION PERIOD'S PENDING AUTO RENEWAL PRIOR TO THE DATE OF SUCH RENEWAL, OR AS OTHERWISE REQUIRED BY LAW. CUSTOMER MUST CANCEL HIS OR HER SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S) BEFORE THE SUBSCRIPTION PERIOD RENEWS IN ORDER TO AVOID BILLING OF THE FEES FOR SUCH RENEWAL SUBSCRIPTION PERIOD TO CUSTOMER'S CREDIT OR DEBIT CARD. CUSTOMER MAY CONTACT SCHOLASTIC'S DIGITAL CUSTOMER SERVICE AT email@example.com OR 1-800-724-2222, Option 5.
DISCLAIMER OF WARRANTIES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE DISCLAIMERS SET FORTH IN SECTION 12 OF THE PRODUCT TERMS, CURRENTLY AVAILABLE ABOVE AND HERE: PRODUCT TERMS SECTION 12.
LIMITATION OF LIABILITY. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 13 OF THE PRODUCT TERMS, CURRENTLY AVAILABLE ABOVE AND HERE: PRODUCT TERMS SECTION 13.
Term; Termination. The term of this Agreement commences on the Effective Date and shall continue until terminated as set forth herein. Scholastic may terminate this Agreement upon written notice to Customer if Customer breaches any term or condition of this Agreement, or upon written notice to Customer at any time if no Subscription Period is then in effect. Customer may terminate this Agreement upon thirty (30) days' prior written notice to Scholastic, subject to Customer's payment to Scholastic of all Fees set forth in this Agreement (including in all Orders). In addition, Scholastic may suspend any or all rights granted to Customer and/or any User under this Agreement at any time and without prior notice, including if Scholastic believes that Customer has violated this Agreement. For clarity, upon any termination of this Agreement, all rights granted to Customer and any Users under this Agreement (including under the Product Terms and any Orders) will automatically cease. Sections 1, 2 (with respect to any Fees incurred under this Agreement prior to its termination), 3.2, 3.3, 4.1, 4.3, 4.4 and 5-10 shall survive any termination of this Agreement.
Governing Law; Arbitration. This Agreement is 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 Customer's location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING THE PRODUCT TERMS) OR ANY ASPECT OF THE RELATIONSHIP BETWEEN CUSTOMER 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 EACH PARTY AGREES THAT IT IS WAIVING THE RIGHT TO TRIAL BY A JURY. EACH PARTY AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND EACH PARTY IS 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 Customer or by Scholastic 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 this Agreement 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 this Agreement 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 Customer from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Scholastic for Customer.
Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between Customer and Scholastic. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Customer may not assign, transfer or sublicense any or all of his or her rights or obligations under this Agreement without Scholastic's express prior written consent. Scholastic may assign, transfer, sublicense or subcontract any or all of its rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement 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 this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement, including the Product Terms and any Orders or other terms and conditions incorporated into this Agreement, is the entire agreement between Customer and Scholastic relating to its subject matter, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between Customer and Scholastic relating to such subject matter. Notices to Customer (including notices of changes to this Agreement) 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 to: Scholastic Inc., 557 Broadway, New York, NY 10012, Attn: EVP & General Counsel. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement 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. Solely to the extent of any irreconcilable conflict between any Order, this Customer Agreement and/or the Product Terms, the terms and conditions of the Customer Agreement shall govern, followed by the terms and conditions of the Product Terms followed by the terms and conditions of the Order.