[Scholastic StoryPlus] App End User License Agreement (“LicenseAgreement”)

Effective Date: [1 September 2018]

PLEASE READ CAREFULLY BEFORE INSTALLING THE “[SCHOLASTIC  STORYPLUS] APP”

THIS APPLICATION, WHICH CONSISTS OF SOFTWARE (THE “SOFTWARE”) AND CONTENT AS INCORPORATED IN IT (“CONTENT”), AND THE ACCOMPANYING DOCUMENTATION (COLLECTIVELY, AND INCLUSIVE OF ANY UPDATES, ENHANCEMENTS OR MODIFICATIONS THERETO, THE “APPLICATION”) IS LICENSED TO YOU BY SCHOLASTIC ASIA SDN BHD (“SCHOLASTIC ASIA SDN BHD” OR “WE”, “US” OR SIMILAR TERMS).  THE APPLICATION IS OWNED BY SCHOLASTIC ASIA SDN BHD, ITS AFFILIATES OR ITS THIRD PARTY LICENSORS.

BY INSTALLING, ACCESSING, UPDATING OR USING THIS APPLICATION, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU ARE NOT AUTHORIZED TO INSTALL, USE OR ACCESS THE APPLICATION AND SHOULD PROMPTLY EXIT THIS APPLICATION.

The Application is subject to the terms and conditions of this License Agreement. We reserve the right to update this License Agreement at any time without notice to you. BY USING THE APPLICATION, YOU AGREE TO THIS LICENSE AGREEMENT AND OUR PRIVACY POLICY, AVAILABLE AT [http://www.scholastic.com/privacy.htm] AND INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms or the Privacy Policy, please do not use the Application. We suggest that you revisit our License Agreement regularly to ensure that you stay informed of any changes. Your use of the Application after we update the License Agreement will constitute acceptance of the modified License Agreement.

We license use of the Application to you on the basis of this License Agreement and subject to any rules or policies applied by any app store or other provider from whom you downloaded the Application and any usage rules for the device on which you use the Application.

 [Operating System Requirements: This Application requires a minimum of iOS 9 or Android 4.4 with a minimum 1GB of memory and Internet access

1. License Grant. SCHOLASTIC ASIA SDN BHD grants you, and you accept, a limited, non-exclusive, non-transferable, right and license to use one copy of the Application for your personal non-commercial use only and subject to the terms of this License Agreement. SCHOLASTIC ASIA SDN BHD reserves all other rights.

From time to time updates to the Application may be issued. Depending on the update, you may not be able to use the full functions of the Application until you have downloaded or streamed the latest version of the Application and accepted any new terms.

2. Restrictions. You confirm that you are of the minimum age required in your jurisdiction to make a purchase and enter into a contract. Except as expressly set out in this License Agreement or as permitted by local law, you agree that you will only use the Application in accordance with the terms of this License Agreement, and you will:

(i)   not modify, translate, adapt, create derivative works from, disassemble or decompile whole or any part of the Application, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code supplied,

(ii)   not rent, lease, loan, or sell the Application,

(iii) not remove or alter any proprietary rights notices on the Application,

(iv) not export, import or re-export the Application, including any third party software in it, in violation of technology control or export laws and regulations that apply to the technology used by the Application,

(v) not disclose, without SCHOLASTIC ASIA SDN BHD’s prior written approval, the Software or Content, or any code, information or materials contained or related to the Software or Content, license keys, analysis or performance information, results of Software performance benchmarks or documentation to any entity or use any of the foregoing other than as expressly authorized hereunder,

(vi) not use the Content, or any part of the Content, as part of a trademark, service mark, or logo,

(vii) not use the Application in any way that could be considered defamatory, offensive pornographic, libelous, immoral, obscene or otherwise objectionable by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise, and

(viii) not use the Application in any unlawful manner or in any manner inconsistent with this License Agreement or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses or harmful data into the Application.

You must notify SCHOLASTIC ASIA SDN BHD immediately of any actual or imminent unauthorized access to, or use or disclosure of, the Software and Content in violation of the limitations set forth above. You recognize that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to SCHOLASTIC ASIA SDN BHD or its licensors or affiliates for which monetary damages may be an inadequate remedy; and you agree that SCHOLASTIC ASIA SDN BHD or its licensors or affiliates may seek and obtain injunctive relief against the breach or threatened breach of your obligations hereunder, in addition to any other legal and equitable remedies which may be available.

3. Intellectual Property Ownership Rights. You acknowledge that the Application belong to SCHOLASTIC ASIA SDN BHD, its licensors and/or the author(s), and are protected under United States copyright laws and international treaty provisions. You acknowledge that all right, title, and interest in and to the Application, including all intellectual property rights, remain with SCHOLASTIC ASIA SDN BHD its licensors and/or the author(s). You acknowledge that this License Agreement does not give you any rights in or to the Application, but only a limited right of use revocable in accordance with the terms of this License Agreement.
4. Term. This License Agreement is effective when you download this Application and shall continue until terminated. SCHOLASTIC ASIA SDN BHD has the right to terminate the License Agreement immediately and automatically without any notice if you fail to comply with the terms and conditions of this License Agreement. On termination, you must cease all use of the Application and delete or remove the Application from your device. Termination will not limit any of SCHOLASTIC ASIA SDN BHD’s other rights or remedies for your failure to comply with the License Agreement.
5. Limited Warranty. Subject to applicable law, SCHOLASTIC ASIA SDN BHD warrants, for a period of ninety (90) days from the date of commencement of this License Agreement (referred to as the “Warranty Period”), that the Application, when properly used and on an operating system for which it was designed, performs substantially in accordance with its described functions. If during the Warranty Period, a defect in the Software appears, you may return the Application to SCHOLASTIC ASIA SDN BHD for either a replacement downloadable Application or, if so elected by SCHOLASTIC ASIA SDN BHD, refund of any amounts that you have paid under this License Agreement provided that if you did not pay for the Application (e.g., the Application was available for free as a pre-loaded application or available for free as a download), no refund will be given. Any replacement Application will be under warranty for the remainder of the original Warranty Period or 30 days, whichever is longer. As to any defects discovered after the Warranty Period, there is no warranty or condition of any kind.

The warranty does not apply: (i) if the defect or fault in the Application results from you having modified the Application from its standard form as provided by SCHOLASTIC ASIA SDN BHD or that is not up to date with all updates, enhancements and new releases/new versions released by SCHOLASTIC ASIA SDN BHD, or (ii) to faults or defects that are not reproducible or that are caused by your device, third party software, environment, operating system or misuse or other causes external to the Application. To the extent permitted under applicable law, you agree that the foregoing constitutes the sole and exclusive remedy for breach by SCHOLASTIC ASIA SDN BHD of any warranties made under this License Agreement. THIS LIMITED WARRANTY IS PROVIDED IN ADDITION TO ANY STATUTORY RIGHTS YOU ENJOY UNDER THE APPLICABLE LAW.

6. Indemnity. To the extent permitted under applicable law, you will, at your own expense, indemnify, defend and hold harmless SCHOLASTIC ASIA SDN BHD, its affiliates and licensors, and their respective directors, officers, trustees, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorneys’ fees) based on a claim arising from or relating to this License Agreement or your use of the Software, the Content or any other part, feature or tool of or made available through the Application. SCHOLASTIC ASIA SDN BHD shall have the exclusive right to control such defense. You shall not settle any such claim, lawsuit or proceeding in any manner that materially prejudices the indemnified party’s rights without the indemnified party’s prior written approval.
7. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SCHOLASTIC ASIA SDN BHD ‘S AND ITS PARENTS’ AND SUBSIDIARIES’ TOTAL LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID BY YOU TO SCHOLASTIC ASIA SDN BHD FOR THE APPLICATION (IF ANY). IN NO EVENT SHALL SCHOLASTIC ASIA SDN BHD, NOR ANY OF ITS SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF SCHOLASTIC ASIA SDN BHD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE PROVIDERS OF ANY THIRD PARTY SOFTWARE OR CONTENT INCLUDED IN THE PROGRAM BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

NOTHING IN THIS LICENSE AGREEMENT SHALL LIMIT OUR LIABILITY FOR (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE; (ii) FRAUD AND (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, TO THE EXTENT APPLICABLE HERETO.

8. Trademarks., SCHOLASTIC ASIA SDN BHD, and all related logos are trademarks and/or registered trademarks of SCHOLASTIC ASIA SDN BHD or its licensors. You have no right, title, license, or interest in any such trademarks you agree not to assert any right, title, license, or interest in the trademarks. You shall inform SCHOLASTIC ASIA SDN BHD promptly in writing of any actual or alleged infringement of SCHOLASTIC ASIA SDN BHD’s or its licensors’ rights and of any evidence thereof. The license to use the Application is granted for the entire duration of the applicable intellectual property rights.
9. Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of ______________ without regard to its conflict of laws provisions. The exclusive venue for any action relating to this License Agreement shall be ______________________, and each party expressly consents to the jurisdiction of such courts.
10. Severability. If any term of this License Agreement is held to be void or unenforceable by any court of competent jurisdiction, the remaining terms will remain in full force and effect.
11. Assignment. SCHOLASTIC ASIA SDN BHD may transfer its rights and obligations under this License Agreement to another organization but this will not affect your rights or SCHOLASTIC ASIA SDN BHD ‘s obligations under this License Agreement.
12. Entire agreement. All terms, conditions and provisions of this License Agreement or other policies and terms and conditions of use accepted by you, constitute the entire agreement between you and SCHOLASTIC ASIA SDN BHD and shall supersede all other communications, representations, agreements or understandings, either oral or written, with you with respect to the subject matter hereof.
13. No Waiver. If SCHOLASTIC ASIA SDN BHD fails to enforce any rights against you under this License Agreement, or delays in taking any action, that will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any later default by you.
14. Legal Restrictions. Some countries and jurisdictions do not allow the conditions, limitations, disclaimers, or exclusion of implied warranties, representations, or conditions, so some of the disclaimers, exclusions, limitations, and/or obligations in this License Agreement may not apply to you. In such case: (i) the conditions, limitations, disclaimer, or exclusion of implied warranties, representations, or conditions shall not be invalidated or nullified but be revised and remain valid and enforceable such that they are effective to the greatest extent as permitted under applicable law, and (ii) if any implied warranties or conditions would then otherwise arise, such implied warranties and conditions will be limited in duration to ninety (90) days, or if applicable law requires a longer time period, the shortest legally required time period, from the date of the commencement of this License Agreement.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS LICENSE AGREEMENT, YOU MAY CONTACT US at the contact address, phone number or email address set forth below.

Developer: SCHOLASTIC ASIA SDN BHD

Customer Service: customersupport@scholastic.asia