Terms of Use for Scholastic Online Learning Applications

These terms and conditions set out the terms on which you (and any other Teacher at your School) may use a Scholastic Online Learning Application.

Please read these terms and conditions carefully as by using any Scholastic Online Learning Application you signify your agreement to comply with these terms and conditions. We advise that you print a copy of them for future reference.

1. DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions:

“The application” and “an application” mean those elements of Scholastic’s Online Learning Applications that the School has selected to purchase in its Subscription Agreement. By way of example, if the School has selected to purchase Class PET – Key Stage 1 & 2 Literacy, then the term “the application” shall be taken to include only this element (and not any other element of a Scholastic Online Learning Application that the School has not selected to purchase). Please ask the School for details of the elements it has selected;

“Intellectual Property Rights” means copyright, patents, trade marks, rights in goodwill or to sue for passing off, trade secrets, registered design rights, design rights, database rights, know-how, rights in domain names, semi-conductor topography rights, service marks, trade, business and domain names, rights in trade dress or get up, moral rights, performers rights, database rights and all other legal and beneficial intellectual and industrial property and similar rights of all types under the laws of any governmental authority in any jurisdiction no matter what such rights may be known as in any particular country in the world and including all renewals, applications and registrations relating to any of the foregoing in any part of the world;

“Material” means any and all content and material on the application throughout the duration of the Subscription Agreement but excluding any content or material which has been uploaded onto the application by a Teacher or a Student;

“Parent” means a parent or, if applicable, a guardian of a Student;

“Parental Consent Form” means the form of wording which Scholastic provides to the School from time to time in writing, by which the School obtains the consent of each Student’s Parent for their child to use the application;

“Scholastic” means Scholastic UK Ltd a company registered in England and Wales with company number 4452170 whose registered office is at Westfield Road, Southam, Warwickshire, CV47 0RA;

“School” means the school which employs you and which has entered into the Subscription Agreement with Scholastic;

“Student” *means any person who currently attends the School as a valid student;

“Student Rules of Use”* means the rules governing the use of the application by Students, such Student Rules of Use to be provided by Scholastic to the School in writing from time to time and which are accessible via the application;

“Subscription Agreement” means the agreement between Scholastic and the School which governs the School’s use of the application;

“Teacher” means any person who is currently validly employed by the School as a teacher or a classroom assistant or a schools administrator (as applicable);

“Teacher Terms of Use” means these terms and conditions or such other terms and conditions as may be provided by Scholastic to you in writing from time to time; and

“Website” means the website currently located at the domain name www.scholastic.co.uk or such other domain name as Scholastic may notify to the School in writing from time to time.

2. USE OF SCHOLASTIC ONLINE LEARNING APPLICATIONS

2.1 Scholastic Online Learning Applications are for use as a teaching tool by current and validly employed Teachers only. If you are not a valid Teacher then you are not entitled to use any Scholastic Online Learning Application as a “teacher”. Your right to access an application will terminate immediately upon termination or expiry of the Subscription Agreement.

2.2 Following the commencement of the Subscription Agreement, the School will be able to invite you to register to use the application. If you respond positively to the invitation to use an application and agree to comply with these Teacher Terms of Use, you will be able to create an individual account, username and password. Your account, username and password will enable you to access and use the application provided that you agree to comply with these Teacher Terms of Use. You hereby warrant, represent and undertake that:

2.2.1 you are a legitimate teacher employed exclusively by the School;

2.2.2 you shall treat your username and password as personal and confidential to you, and you shall not disclose your username and/or password to any third party; and

2.2.3 you shall use the application strictly in accordance with the provisions of these Teacher Terms of Use and any other reasonable terms which are notified by Scholastic to the School from time to time.

2.3 Your account will enable you to register Students in your class to use the application. For each Student who wishes to participate, you will be able to create an individual account, username and password for each Student whose parents have provided a valid, signed Parental Consent Form. The Student’s account, username and password shall enable the Student to access and use the application provided that the Student agrees to comply with the Student Rules of Use. You hereby warrant, represent and undertake that:

2.3.1 each Student that you invite to use the application shall be a legitimate student registered solely at the School and in your class at the time of joining;

2.3.2 you shall use all reasonable endeavours to ensure that each Student shall treat his/her username and password as personal and confidential to the Student, and such Student shall not disclose his/her username and/or password to any other Student or third party;

2.3.3 you shall ensure that in respect of each username and password issued by you to a Student, such username and password shall also promptly be provided to such Student’s Parent; and

2.3.4 you shall use all reasonable endeavours to ensure that each Student uses the application strictly in accordance with the provisions of the Student Rules of Use and any other reasonable terms which are notified by Scholastic to the School from time to time.

2.4 Subject to the School’s compliance with the Subscription Agreement and your compliance with these Teacher Terms of Use and any other reasonable terms which are notified by Scholastic to the School from time to time, you shall be entitled to access your account and use the application by logging onto the Website.

2.5 You hereby agree that Scholastic shall have the right to disable your username, password, or other security procedure (whether chosen by the School or allocated by Scholastic) and/or terminate your right to use the application, at any time, if Scholastic reasonably suspects that you have failed to comply with any of these Teacher Terms of Use and any other reasonable terms which are notified by Scholastic to the School from time to time.

3. USE OF SCHOLASTIC ONLINE LEARNING APPLICATIONS BY STUDENTS

3.1 You hereby acknowledge and agree that:

3.1.1 the use of the application by any person will require such person to provide Scholastic with certain personal information; and

3.1.2 to help ensure compliance with the Data Protection Act 1998, you will not do or omit to do anything which might encourage or assist any Student to provide personal information to Scholastic using a website or tool such as a Scholastic Online Learning Application, unless such Student’s Parent has provided their express prior consent to the provision of such personal information by the Student.

3.2 You acknowledge that your School can assist you in obtaining these consents and you hereby warrant, represent and undertake that you shall not allow any individual Student to use the application or create an account unless the School has received a Parental Consent Form validly signed by a Parent in respect of such individual Student.

4. CONTENT OF SCHOLASTIC ONLINE LEARNING APPLICATIONS

4.1 You hereby acknowledge and agree that (as between you and Scholastic) the Intellectual Property Rights in the Website, the application (including the look and feel of the application), the Material and the Manual shall remain the property of Scholastic or its licensors and that any goodwill or other right, title or interest arising from their use accrues solely for the benefit of Scholastic or its licensors (as the case may be).

4.2 You do not by virtue of these Teacher Terms of Use obtain any proprietary rights in such Intellectual Property Rights detailed at Clause 4.1 above and (at Scholastic’s reasonable request and cost) you hereby agree to do, and shall use all reasonable endeavours to procure that all third parties do, all such reasonable acts and execute any documents as may be reasonably necessary to vest such Intellectual Property Rights in Scholastic or its licensors (as the case may be).

4.3 You acknowledge that the application is an online assessment tool and that you are not entitled to print and/or distribute any of the Material or the Manual or any other material provided to you by Scholastic which relates to the application without the prior written agreement of Scholastic. You hereby warrant, represent and undertake that:

4.3.1 you shall not offer for sale or sell or distribute over any medium or in any form any of the Material or the Manual; and

4.3.2 you shall not make any part of the Website available as part of another website, whether by hyperlink, framing on the internet or otherwise; and

4.3.3 you shall not seek to bypass or avoid any of the security steps put in place by Scholastic in respect of the application.

4.4 You agree that you shall monitor all content and materials which are uploaded onto the application by Students in your class. You shall promptly remove any such material and/or content which in your reasonable judgment falls into any of the following categories;

4.4.1 save for the personal information required for registration to the application, any private information or personal data of any third party including, without limitation, telephone numbers, addresses or passwords or financial details or any attempt to solicit such private information;

4.4.2 any content or material that appears to infringe any Intellectual Property Rights of any party;

4.4.3 any content or material that is unlawful, harmful, infringing, threatening, abusive, inflammatory, harassing, tortuous, defamatory, vulgar, obscene, fraudulent, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

4.4.4 any content or material that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or would otherwise create liability or violate any applicable laws;

4.4.5 any content that, in the reasonable judgment of the School, is objectionable or which restricts or inhibits another’s use or enjoyment of the application and/or the Website, or which may expose Scholastic, its affiliates or its users to any harm or liability of any kind.

4.5 You acknowledge and agree that Scholastic shall have the right to remove any content or material that has been uploaded onto the application and which Scholastic deems in its sole discretion falls within any of the categories set out at Clause 4.4 above.

4.6 You acknowledge and agree that Scholastic has the right to amend any part of the application (including any technical specifications of the application) at any time at Scholastic’s sole discretion provided that this does not cause material detriment to the application and/or materially impair the functionality of the application. Scholastic shall not be obliged to inform you of any such amendments. You acknowledge and agree that any part of the application may be out of date at any given time and Scholastic shall be under no obligation to update the application.

5. LIMITATION OF LIABILITY

5.1 Scholastic is providing the application and the Website on an “as is” basis and to the fullest extent permissible by law makes no (and expressly excludes all) guarantees, representations (except for fraudulent misrepresentation) or warranties of any kind (express or implied) with respect to the application and its contents or any websites to which it is linked including, without limitation, warranties as to quality and fitness for purpose.

5.2 Scholastic does not represent or warrant that the content appearing on the application is accurate, complete, reliable or current nor that the application will meet particular requirements, or be available, accessible, uninterrupted, timely, secure or operate without error or that it will be free from viruses, worms, trojan horses or other harmful elements. Scholastic expressly excludes any warranty as to the compatibility of the Material with any curriculum that may be followed at any time by the School. Scholastic disclaims all liability and responsibility arising from any reliance placed on the application by the School and/or any Teacher and/or any Student and/or by anyone else who may use/be informed of any of its contents.

5.3 Neither Scholastic nor any of its respective agents or group companies shall be liable under these Teacher Terms of Use in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, use, anticipated savings, goodwill, reputation, business opportunity and/or related costs or expenses or for any indirect, incidental or special loss arising under or in connection with these Teacher Terms of Use and/or your use of the Website and/or the application (whether or not any such loss was reasonably foreseeable and even if it had been advised of the possibility of occurrence of the same).

5.4 Scholastic’s total liability in contract, tort (including negligence or breach of duty) misrepresentation or otherwise arising in connection with these Teacher Terms of Use and/or your use of the application and/or the Website shall be limited to the sum of £500. 5.5 Nothing in these Teacher Terms of Use shall exclude or limit Scholastic’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any liability which cannot be excluded or limited by law.

6. GENERAL

6.1 Save for any additional terms communicated to you under the Subscription Agreement, these Teacher Terms of Use constitute the whole agreement between you and Scholastic and supersede all previous agreements between you and Scholastic relating to your access to the application. You and Scholastic acknowledge that, in agreeing to these Teacher Terms of Use, neither has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Teacher Terms of Use.

6.2 No waiver by Scholastic of any provisions of these Teacher Terms of Use or any of its rights under these Teacher Terms of Use shall have effect unless given in writing and signed by Scholastic. Scholastic’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to you.

6.3 If any provision (or part of a provision) of these Teacher Terms of Use is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

6.4 You shall not, without the prior written consent of Scholastic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Teacher Terms of Use.

6.5 Nothing in these Teacher Terms of Use is intended to, or shall operate to, create a partnership between you and Scholastic, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

6.6 These Teacher Terms of Use are entered for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else. A person who is not a party to these Teacher Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Teacher Terms of Use, but this Clause 6.6 does not affect a right or remedy of a third party which exists or is available apart from that Act.

6.7 These Teacher Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter (including any non-contractual claim or dispute), shall be governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Teacher Terms of Use or their subject matter.