[Last Updated Date: August 15, 2014]
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
The Services consist of a learning platform that schools and/or school districts (“Schools”) may subscribe to and provide to their teachers and students (“Teachers” and “Students”). The term Teacher also includes parents of students who sign up for the Services in order to provide their children with Student Accounts. Newsela may provide Schools that sign up for the Services with an administrator account that enables a designated School employee (“Administrator”) to manage the Services and manage Student and Teacher access to the Services. “User” means any user of the Service, including Administrators, Students, and Teachers. If you are an Administrator accessing the Service pursuant to a separate agreement (“School Agreement”) between your School and Newsela, the terms of your School Agreement applies to your use of the Service to the extent that the School Agreement conflicts with these Terms.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY NEWSELA IN ITS SOLE DISCRETION AT ANY TIME. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. When changes are made, Newsela will make a new copy of the Terms available at the Website. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you are a Teacher or Administrator that has registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing User. Newsela may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).
1. Use of the Services and Newsela Properties. The Website, the Services, and the information and content (“Content”) made available by Newsela on the Website and in the Services (collectively, the “Newsela Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Newsela grants you a limited license to reproduce portions of the Newsela Properties for the sole purpose of using the Services for your personal purposes or, in the event you are an Administrator or Teacher User, your School’s educational purposes. For clarity, you may print or reproduce content on the Site solely for your personal use in conjunction with the Services (and, if you are a Teacher, for personal use by Students who already have an Account).
1.1 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Newsela Properties, (b) you shall not use framing techniques to enclose any trademark or logo on the Newsela Properties; (c) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Newsela Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (d) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Website; (e) except as expressly stated herein (e.g. the right granted in Section 1 to reproduce content for Students who have an existing Account), no part of the Newsela Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Newsela Properties. Any future release, update or other addition to the Newsela Properties shall be subject to the Terms. Newsela, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Newsela Properties terminates the licenses granted by Newsela pursuant to the Terms.
2. Registration. In order to access certain features of the Newsela Properties you must have an account (“Account”). Certain features are only available to Administrator and/or Teacher Accounts.
2.1 Administrator and Teacher Accounts. This Subsection applies to Administrators and Teachers. To create an Account you must (1) provide any necessary information about you and/or your School when registering the Account (“Registration Data”), (2) accept the Terms, and (3) pay any fees, if applicable, associated with your applicable subscription. Using your Administrator or Teacher Account, you may create individual Student (and in the case of Administrator, also Teacher) Accounts by submitting the applicable details on the Service or otherwise to Newsela as permitted by Newsela in its sole discretion. Your School will be responsible for any activities, including any violation of the Terms that occur under any Accounts created using your Account.
2.2 Student Accounts. This Subsection applies to Students. To create an Account, you must (1) be provided with access to an Account invite code by an Administrator or Teacher, and (2) provide us with any Registration Data requested in the registration form.
2.3 Registration Data. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the Registration Data to keep it true, current, and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Newsela immediately of any unauthorized use of your password or any other breach of security. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Newsela Properties if you have been previously removed by Newsela, or if you have been previously banned from any of the Newsela Properties.
2.4 Certain Teacher and Administrator Obligations. This Subsection applies to Teachers and Administrators. You are solely responsible for ensuring that you and your School are compliant with all laws and regulations related to disclosing to Newsela the personal information of the Students you invite to create Accounts. You, or your School, must provide the necessary notice and obtain the appropriate consents from the parents of the Student as required to make such disclosure to Newsela and grant the following license. You, on behalf of your School, grant to Newsela a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute, and display information you submit about Students solely for the purposes of (a) providing the Service and (b) creating, using, and disclosing de-identified and/or aggregated information about Students. In the event that you, as a Teacher, are no longer (a) employed by your School or (b) otherwise authorized to view or use student records, you (i) must notify Newsela immediately of such change and (ii) are not permitted to continue to view or use your Account.
3. Responsibility for Content.
3.1 Types of Content. You acknowledge that all Content, including the Newsela Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Newsela, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Newsela Properties (“Your Content”), and other Users of the Newsela Properties, and not Newsela, are similarly responsible for all Content they Make Available through the Newsela Properties (“User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that Newsela has no obligation to pre-screen Content on the Services, although Newsela reserves the right in its sole discretion to pre-screen, refuse, modify, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, and/or (3) otherwise creates liability for Newsela.
3.3 Storage. Unless expressly agreed to by Newsela in writing elsewhere, Newsela has no obligation to store any of Your Content that you Make Available on the Newsela Properties. Newsela has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Newsela Properties. No method of transmission or method of electronic storage on the internet is 100% secure. Therefore, although Newsela takes security very seriously and works very hard on behalf of Student and Teacher privacy, Newsela cannot guarantee the security Your Content on the Services.
4. Payment. This Section applies to Administrators and Teachers. Certain features of the site require premium access (“Premium Features”, a part of the Services).
4.1 Ordering Premium Features. You may place orders for the Premium Features by following the directions on the Website or otherwise contacting Newsela. The Premium Features are subject to the restrictions set forth on the applicable order page. Newsela may change the pricing for the Services (from time to time in its sole discretion) by updating the Website and without any additional notice to you, provided that any changes will not take effect until your subscription renews.
4.2 Payment Terms. If you order Premium Features, you agree to pay the then-current applicable fee listed on the Website or otherwise agreed to in writing by Newsela. Newsela will automatically bill your payment method submitted in ordering Premium Features on the date of activation. Except as otherwise stated herein, all payments are non-refundable. You hereby authorize Newsela to bill your payment method as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. any fee cannot be charged to your payment method for any reason, Newsela may provide you, via email, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Newsela may suspend the applicable Premium Features.
5.1 Newsela Properties. Except with respect to Your Content, you agree that Newsela and its suppliers own all rights, title and interest in the Newsela Properties. Newsela’s name and other related logos, service marks and trade names used on or in connection with the Newsela Properties are the trademarks of Newsela and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in the Newsela Properties are the property of their respective owners.
5.3 User Code of Conduct. As a condition of use, you agree not to use the Newsela Properties for any purpose that is prohibited by the Terms or by applicable law. Do not post, or permit others to post, content on the Newsela Properties or on your profile that (i) encourages illegal activities, is fraudulent, tortious, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene material; (v) harms or impersonates others; or (vi) advertises or sells a product or service. Do not submit the work of others as your own work or otherwise attempt to cheat on assignments. Do not attempt or engage in, any potentially harmful acts that are directed against the Newsela Properties, including but not limited to violating or attempting to violate any security features of the Newsela Properties, introducing viruses, worms, or similar harmful code into the Newsela Properties, or interfering or attempting to interfere with use of the Newsela Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Newsela Properties.
5.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Newsela through its suggestion or similar pages (“Feedback”) is done on a non-confidential basis and that Newsela has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Newsela a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
6. Interactions with Other Users; Third-Party Websites.
6.1 Other Users. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services. You agree that Newsela will not be responsible for any liabilities incurred as the result of such interaction. The Newsela Properties contains User Content provided by other Users. Newsela is not responsible for and does not control User Content. Newsela has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
6.2 Third Party Website. The Newsela Properties may contain links to third-party websites (“Third-Party Websites”). Such Third-Party Websites are not under the control of Newsela. Although Newsela makes reasonable efforts to curate the content it makes available on the Services, Newsela is not responsible for any Third-Party Websites and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies of any Third-Party Websites before proceeding with any transaction with any third-party.
7. Indemnification. You agree to indemnify and hold Newsela, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Newsela Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Newsela Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws or regulations. Newsela reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Newsela in asserting any available defenses. You agree that the provisions in this section will survive termination of the Terms.
8. Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE NEWSELA PROPERTIES IS AT YOUR SOLE RISK, AND THE NEWSELA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEWSELA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEWSELA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE NEWSELA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE NEWSELA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NEWSELA PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE NEWSELA PROPERTIES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE NEWSELA PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
9. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL NEWSELA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE NEWSELA PROPERTIES, OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT NEWSELA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE NEWSELA PROPERTIES; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (3) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON NEWSELA PROPERTIES; OR (4) ANY OTHER MATTER RELATED TO THE NEWSELA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL NEWSELA PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) FIFTY DOLLARS ($50) (B) THE AMOUNT ACTUALLY PAID BY YOU TO NEWSELA HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE YOU FIRST BRING A CLAIM. NEWSELA PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR FAILURE TO STORE ANY CONTENT OR USER COMMUNICATIONS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEWSELA AND YOU.
10. Procedure for Making Claims of Copyright Infringement. It is Newsela’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Newsela by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Newsela Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Newsela Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Newsela’s Copyright Agent for notice of claims of copyright infringement is as follows: firstname.lastname@example.org
11. Term and Termination. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Newsela Properties, unless terminated earlier in accordance with the Terms. If you have materially breached any provision of the Terms, or if Newsela is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Newsela has the right to immediately suspend any Services and licenses provided to you under this Agreement (“Suspension”). Following Suspension, Newsela and your Teacher and/or School, as applicable, will work together in good faith to determine whether to reinstate your access to (and any associated licenses to) the Services or permanently terminate your Services. Notwithstanding the foregoing, Newsela may terminate your account immediately in its sole discretion in the event that (a) you are a repeat infringer for purposes of Newsela’s copyright infringement policy as described in Section 10 or (b) you violate any restriction of these Terms after Newsela makes reasonable efforts to provide you with notice of a previous violation. You agree that Newsela shall not be liable to you or any third-party for any Suspension or termination of your Account made in accordance with the Terms. Termination or Suspension of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and Your Content. Upon termination or Suspension of any Service, your right to use such Service will automatically terminate immediately. Newsela will not have any liability whatsoever to you for any Suspension or termination, including for deletion of Your Content. Upon early termination of the Services by Newsela, in the event that you have purchased Premium Features, Newsela will refund to you a prorata portion of fees for such Premium Services paid to Newsela hereunder to the extent such fees are for Services that have not yet been rendered or made available to you. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.
12. General Provisions.
12.1 Release. You hereby release Newsela Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Newsela Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
12.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(b) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(c) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(d) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Newsela and our employees, agents, successors, or assigns, regarding or relating to these the Newsela Properties or these Terms, shall exclusively be settled through binding and confidential arbitration.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in the paragraph 14.7(c) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with these Terms, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in the paragraph 14.7(c) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.
(g) Notwithstanding any provision in these Terms to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Website, and shall not be effective as to any claim of which you provided Newsela with written notice prior to the date of termination.
(h) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(i) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Newsela and our employees, agents, successors, or assigns, regarding or relating to these the Newsela Properties or these Terms, shall exclusively be governed by the internal laws of the State of New York, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
12.3 Miscellaneous. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Newsela’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Newsela may assign this Agreement without your consent. Newsela shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Where Newsela requires that you provide an e-mail address, you are responsible for providing Newsela with your most current e-mail address. In the event that the last e-mail address you provided to Newsela is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Newsela’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Newsela at the following address: 519 8th Avenue 21FL New York, NY 10018. Such notice shall be deemed given when received by Newsela by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Unless you have entered into a separate School Agreement, the Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.