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, and you represent and warrant that you have the legal authority to
bind Customer to this Agreement. Please note that your Internet browser will typically permit you to print or save a copy
of this Agreement.
- § 1.1 "Customer" means the institution or other legal entity identified on the applicable Order, or,
if no legal entity is identified on such Order, then "Customer" means the legal entity on behalf of which the
person identified on such Order is acting.
- § 1.2 "Customer Data" means user data (including Personally Identifiable Information), which may
include student education record data, provided by or on behalf of Customer to Scholastic or received by Scholastic from
Users in connection with the Licensed Products.
- § 1.3 "Customer Materials" means any data, information, content and materials provided by or on behalf
of Customer to Scholastic, or submitted or otherwise posted or uploaded to the Licensed Products, which are used in
connection with the Licensed Products, including, for example, technical information, functional specifications and
- § 1.4 "Effective Date" means the effective date of this Agreement, as set forth in the applicable
- § 1.5 "Licensed Products" means those Scholastic products and services as set forth in the
- § 1.6 "Order" means the written (including electronic) ordering or registration materials applicable
to this Agreement, subject to written acceptance of such materials by Scholastic in its discretion, and which are
incorporated by reference into this Agreement upon such acceptance by Scholastic.
- § 1.7 "Personally Identifiable Information" means any information regarding or that identifies
(or that could be used to identify) any individual, including, for example, any individual student or parent name,
address, personal identifiers such as school- or district-issued student identification numbers, and any other
information or combination of information that would make the identity of an individual easily traceable, or any other
information that is defined as personally identifiable or as "personal information" by applicable law.
- § 1.8 "Subscription Period" means, with respect to each Licensed Product, the applicable subscription
time period set forth on the applicable Order.
- § 1.9 "Territory" means the territory set forth on the applicable Order.
- § 1.10 "User" means any individual who accesses or uses the Licensed Products.
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") in accordance with the
payment terms set forth therein.
- § 3.1 Scholastic License Grant. Subject to the terms and conditions of this Agreement, Scholastic hereby
grants to Customer a limited, non-exclusive, non-sublicensable and non-transferable right for Customer to access and use
the Licensed Products in the Territory, and to permit Users to access and use the Licensed Products in the Territory,
solely for the personal, non-commercial use of Customer and such Users, and solely during each Subscription Period with
respect to which Customer has paid to Scholastic all applicable Fees, subject to the terms and conditions of this
Agreement and any other applicable terms and conditions, restrictions or instructions provided by Scholastic to Customer
and/or any User, including any eligibility criteria for Users. At the end of each Subscription Period, Customer shall have
sixty (60) calendar days to run any final, read-only usage reports for certain Customer Data with respect to the
applicable Licensed Products. Following such sixty (60) calendar day period, Scholastic may delete or retain any or all
Customer Materials associated with such Licensed Products, but Customer shall have no further access to any such retained
Customer Materials, except as otherwise required by law. Any rights not expressly granted by Scholastic in this Agreement
are expressly reserved to Scholastic.
- § 3.2 Customer License Grant. Customer, on behalf of Customer and each User, hereby grants 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 the Customer Materials in
connection with the Licensed Products and as otherwise permitted in this Agreement, in any format or media now known or
hereafter developed. Customer understands and agrees that Scholastic may be accessing the Customer Materials, including
Customer Data, in order to provide the Licensed Products and as otherwise permitted by this Agreement. For clarity, as
between Customer and Scholastic, and subject to Section 3.3 below, Customer retains any ownership rights that Customer
has in any Customer Materials.
- § 3.3 Feedback. Customer, on behalf of Customer and each User, agrees to assign and hereby does 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 Licensed Products provided by or on
behalf of Customer or any User, and acknowledges that Scholastic will have no confidentiality, fiduciary or other
obligations with respect to any such information.
- § 4.1 Product Terms. Customer must comply with the Product Terms, including Sections 4 (Rules of Conduct),
5 (Prohibited Materials) and 10 (Scholastic's Proprietary Rights). Customer must also ensure that its Users comply
with the Product Terms, and Customer shall be responsible for any User's violation of the Product Terms. Any
violation of the Product Terms by any User will be deemed a breach of this Agreement by Customer.
- § 4.2 Security; Passwords. Customer will take all reasonable security measures to prevent unauthorized access
to the Licensed Products. Customer is responsible for all activities that occur under Customer's or any User's
account in connection with the Licensed Products. Such accounts are non-transferable and are solely for the personal use
of Customer or the applicable User to which such account is assigned. Customer agrees to immediately notify Scholastic of
any unauthorized use of any such account, or any other actual or suspected breach of security or confidentiality with
respect to any such account, and, in such event, Scholastic may terminate such account without liability and without
limiting any other remedy under this Agreement or applicable law. Customer assumes all responsibility, liability and risk
associated with the use of any Licensed Product feature that does not require passwords, with the failure of Customer or
any User to set a password where there is an option to do so, and with the level of strength or security of any password
selected by Customer or any User.
- § 4.3 Personally Identifiable Information. Customer acknowledges and agrees that Personally Identifiable
Information and other information collected by or on behalf of Scholastic in connection with the Licensed Products shall
- § 4.4 FERPA. In the event that any Customer Materials contain Personally Identifiable Information, Customer
agrees only to provide or otherwise make available to Scholastic such Customer Materials (a) in compliance with all
applicable laws, rules, regulations and privacy policies (including the Family Educational Rights and Privacy Act
(20 U.S.C. Sec. 1232(g)) and the regulations thereunder (34 CFR Part 99) (collectively, "FERPA"))
(collectively, including FERPA, "Applicable Law"), and (b) in accordance with all necessary permissions,
rights and consents as required by and in full compliance with all Applicable Law. Both Scholastic and Customer
acknowledge that FERPA imposes obligations and restrictions onto "educational institutions or agencies"
(such as Customer), including with respect to the handling and disclosure of Personally Identifiable Information
contained in the educational records Customer maintains regarding its students. With respect to any Customer Materials
that may be accessed, obtained, received, extracted or otherwise used by Scholastic (or which may otherwise be disclosed
in any manner to Scholastic by or on behalf of Customer), in individualized or aggregate form, in connection with the
Licensed Products provided pursuant to this Agreement, Customer hereby: (1) acknowledges and agrees that Scholastic can
rely, is relying and will continue to rely on Customer's full compliance with the applicable obligations imposed by
Applicable Law, as any such obligations may be amended or modified from time to time; and (2) expressly waives and
releases Scholastic from and against any and all claims, actions, damages and liability arising in connection with
Customer's provision of such Customer Materials to Scholastic (and any required consents in connection therewith)
and Scholastic's receipt and use of such Customer Materials on behalf of Customer in accordance with the provisions
of Applicable Law and the terms and conditions of this Agreement.
Student Education Record Data. Any student education record data contained in Customer Data
(such data, "Student Data") will remain the property of, and under the control of, Customer. Scholastic will
use Student Data only to provide the Licensed Products and as otherwise specifically permitted by this Agreement,
data" does not include information that cannot be used to identify an individual student.
- § 5.1 Access and Correction. Any parent or legal guardian of a student who is under eighteen (18) years of
age and any student who is at least eighteen (18) years of age may review Personally Identifiable Information in such
student's Student Data and correct erroneous information in such Student Data by contacting Customer.
- § 5.2 Security. Scholastic will use reasonable organizational, technical and administrative measures, including
designation and training of responsible individuals, to protect the security and confidentiality of Student Data within
Scholastic's possession or control.
- § 5.3 Unauthorized Disclosure. In the event of unauthorized disclosure of Student Data while within the
possession or control of Scholastic, Scholastic will notify Customer of such disclosure, and Customer will notify a
parent or legal guardian of each affected student who is under eighteen (18) years of age and each affected student who
is at least eighteen (18) years of age of such disclosure.
- § 5.4 Termination. Upon termination or expiration of this Agreement, to the extent required by applicable law,
Scholastic will return to Customer all Student Data, or destroy the same, in accordance with such reasonable written
instructions as may be given by Customer; however, except to the extent prohibited by applicable law, Scholastic may
retain back-up and similar copies of Student Data that Scholastic is unable to destroy using commercially reasonable
measures. Upon Customer's written request, Scholastic will certify to Customer that Scholastic has destroyed such
- § 5.5 Advertising. Scholastic will not use any Personally Identifiable Information contained in Student Data to
engage in targeted advertising.
- § 6.1 Mutual Warranties. Each party hereby represents and warrants to the other party that: (a) it is a duly
organized entity, validly existing and in good standing under the laws of the state of its formation; (b) it has the
requisite power and authority to execute and deliver this Agreement and to fully perform its obligations under this
Agreement; and (c) it is not subject to any contractual obligation that would reasonably be expected to interfere in any
way with its full performance of its obligations under this Agreement.
- § 6.2 Customer Warranties. Customer represents and warrants that:
(a) for all Customer Materials, and for all
User access to and use of the Licensed Products, Customer is solely responsible for obtaining, and Customer hereby
represents and warrants to Scholastic that it has previously obtained, all of the necessary and applicable rights,
permissions and consents, including parental consents, to make available (and to permit Users and other third parties,
such as Customer's third-party data hosting providers, to make available) the Customer Materials to Scholastic, and
for Scholastic to use such Customer Materials in accordance with this Agreement, including Scholastic's use of
(b) Customer is and will continue to be in compliance in
all respects with all Applicable Law in connection with its and its Users' use of the Licensed Products;
(c) the Customer Materials shall not include any Social Security Numbers;
(d) Customer, and not Scholastic or any third party, is responsible for responding to any request from a parent or
legal guardian of a User, or to any request from a User who is at least eighteen (18) years old, for access to, or other
action with respect to, such User's Personally Identifiable Information or student education record data; and
(e) all information provided by or on behalf of Customer in connection with any Order is and will remain complete and
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 ABOVE, CUSTOMER EXPRESSLY ACKNOWLEDGES
AND AGREES TO BE BOUND BY THE DISCLAIMERS SET FORTH IN SECTION 12 OF THE PRODUCT TERMS, CURRENTLY AVAILABLE ABOVE 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 HERE:
PRODUCT TERMS SECTION 13.
Indemnity. Except to the extent prohibited under applicable law, Customer agrees to defend,
indemnify and hold harmless Scholastic and the Affiliated Entities (as defined in the Product Terms) from and against all
claims, losses, costs and expenses (including reasonable attorneys' fees) arising out of (a) Customer's or any
User's use of, or activities in connection with, the Licensed Products; and (b) any violation or alleged violation of
any covenant, representation, warranty or other provision of this Agreement by Customer.
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 5-13 shall survive any termination
of this Agreement.
Publicity. No public statement, press release or other announcement relating to this Agreement, the
Licensed Products or the other party shall be issued by either party hereunder, nor shall either party use any name,
trademark or logo of the other party (which, with respect to Scholastic, includes the SCHOLASTIC mark and the Red Bar
logo) without the prior written consent of such other party. Notwithstanding the foregoing, Scholastic may use
Customer's name and logo in Scholastic's customer lists, including publicly available lists.
Confidentiality. Except as otherwise required by law, Customer acknowledges and agrees that the terms and
conditions of this Agreement (including pricing and other terms of any Orders) shall be kept confidential by Customer at
all times, and Customer shall not divulge such knowledge to any third party, or use such knowledge other than to fulfill
Customer's obligations or exercise its rights under this Agreement, without Scholastic's prior
Governing Law; Arbitration. ANY 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
Commercial Arbitration Rules, as amended by this Agreement. Any in-person appearances requested by the arbitrator shall
be held in New York County, New York. The arbitration decision shall be based upon the laws of New York State, without
regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and in a manner that
preserves confidentiality. 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. For clarity, Section 15 of the Product Terms shall
not apply to any dispute between Customer and Scholastic.
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 its 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 (as defined in the Product Terms) 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