ABCmouse.com Online Store User Agreement
Effective Date: November 19, 2012
1. Introduction and Customer Support

Welcome to the ABCmouse.com online store (the “Store”). The Store is owned and operated by Age of Learning, Inc. (“AofL”), a Delaware corporation, P.O. Box 230, Glendale, California, 91209. Any questions you may have relating to the Store can be sent by mail to the attention of Customer Support at the above address, via Support@ABCmouse.com, or by clicking on any of the Customer Support links found in the Store.

At our Store, you will find information about, and be able to purchase, AofL products. We hope you will enjoy our Store and visit us often.

PLEASE READ THIS STORE USER AGREEMENT (the “User Agreement”) CAREFULLY. BY YOUR CONTINUED USE OF THIS STORE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, THE ABCMOUSE.COM TERMS AND CONDITIONS (located at http://www.abcmouse.com/tandc), AND THE ABCMOUSE.COM PRIVACY POLICY (located at http://www.abcmouse.com/privacy). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE, YOU ARE NOT PERMITTED TO USE OR ACCESS THIS STORE. YOU MUST USE A CREDIT CARD OR OTHER PAYMENT MECHANISM ACCEPTED BY US IN THE STORE (e.g., PAYPAL) AND MUST BE OF THE AGE OF MAJORITY IN YOUR JURISDICTION. PLEASE PRINT A COPY OF THIS USER AGREEMENT FOR YOUR RECORDS.

This User Agreement is a contract between you and AofL and applies to all users of this Store. In this User Agreement “you” or “your” means any person or entity using this Store. Unless otherwise stated, “AofL”, “we”, “us”, or “our” refers to AofL and its successors and assigns.

2. Privacy Policy

The ABCmouse.com Privacy Policy located at http://www.abcmouse.com/privacy (as of the most recent effective date) (the “Privacy Policy”) is incorporated into this User Agreement by reference and provides additional terms and conditions related to our collection, use and disclosure of your personal information.

3. Amendments

We may amend or supplement this User Agreement and the ABCmouse.com Terms and Conditions (“Terms and Conditions”) and Privacy Policy at any time. Please review the current versions of these documents prior to each order so that you will understand the terms applicable to your access to, use of, and orders on this Store. When we make changes to these documents, we will notify you of the changes by posting the revised version on our Store. If you do not agree to the amended User Agreement and/or Privacy Policy, you may not continue to access or use the Store and/or place any orders through this Store. Any other posted guidelines or rules applicable to any individual use of this Store will form part of this User Agreement.

4. Store Items

On this Store, subject to availability, you may order the following (collectively, “Store Items”):

(a) physical items (“Physical Product”), including but not limited to, books, CDs and DVDs; and

(b) personal subscriptions and gift memberships which, when activated, provide access to ABCmouse.com.

All Store Items are sold for your personal non-commercial use only.

5. Submitting and Acceptance of Orders

All information on this Store about Store Items is purely an invitation for you to order Store Items and does not constitute an offer to sell such Store Items by AofL.

To submit an offer to purchase Store Items, correctly and fully complete all the fields in the order form (“Order Information”) and press the “Submit” button on the order page. Payment for all Store Items must be made with a valid credit card or other payment method accepted by us. By submitting an order, you are confirming that you are an authorized user of that payment method.

Your order will be deemed to be accepted once AofL: (i) receives confirmation of payment in full from the payment processor and, (ii) depending on the nature of the order, sends you the Physical Product, provides you or your designee with a valid gift membership code, or activates your personal subscription.

We rely on the Order Information that you provide to us through this Store as being true, accurate, current and complete. You will be responsible for any and all losses, damages, and additional costs and expenses that you, we, or any other person may incur as a result of your submission of any false, incorrect, or incomplete Order Information or your failure to update such Order Information in a timely manner.

6. Delivery

Title and risk of loss for all Physical Products you order shall pass to you upon AofL’s shipment of the Physical Product to the shipping carrier. Please allow up to four (4) weeks for delivery.

Personal subscriptions and gift memberships will be deemed delivered once such services are activated or gift membership code is provided to you.

AofL will not be responsible for lost, stolen, delayed or diverted orders due to factors beyond AofL’s control.

7. Refunds, Corrections, and Final Orders

If we send or provide you with a Store Item that does not correspond with the item(s) identified in your online reciept, please contact AofL at Support@ABCmouse.com and we will make arrangements to correct the order.

Physical Products may not be returned or exchanged unless they arrived to you damaged or defective. In the unlikely event you receive a damaged or defective item, please contact AofL at Support@ABCmouse.com immediately for complete instructions, but in no case later than 30 days from receipt of the damaged or defective item. In all other instances, once an order is accepted no returns, refunds, exchanges, substitutions or cancellations are permitted except as required under applicable law.

You are responsible for all return shipment charges.

8. Pricing and Availability

AofL reserves the right to change the prices of Store Items described on this Store at any time and for any reason.

All prices quoted are payable only in U.S. dollars.

AofL reserves the right to: limit the quantity of Store Items available for order (both on a daily basis and on the basis of overall inᆔstock inventory); discontinue Store Items (regardless of posted stock levels, if any); restrict sale of some Store Items in certain jurisdictions; and reject, correct, cancel or refuse orders. AofL may revise or modify Store Items at any time, including prior to AofL’s acceptance of your order, without prior notice to you.

While every effort is made to ensure that descriptions of Store Items and prices are accurate, occasionally errors do occur. AofL reserves the right to correct errors in the description of Store Items and/or pricing at any time, prior to accepting an order already submitted.

9. Termination

AofL may terminate or suspend access to all or part of this Store and/or any products or services available through this Store in the event AofL (i) determines after reasonable investigation that you have breached this User Agreement, the Terms and Conditions, the Privacy Policy or that your conduct violates applicable laws or is otherwise harmful to the interests of AofL or other third parties, or (ii) ceases its operations and/or provision of any applicable products or services in connection with this Store.

10. Communications

You acknowledge and agree that all communications and documents between you and AofL with respect to your use of the Store may take place electronically and that all such electronic notices, agreements, and other communications from AofL are the legal equivalent of written communications.

11. Ownership of Intellectual Property and Restrictions on Use of AofL Materials

All services, content, information displayed, performed, or otherwise accessible through this Store, including, without limitation, programming code, software, designs, texts, databases, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, animation, and any copyrightable and/or patentable elements, and the selection and arrangements thereof, and all trademarks, service marks, trade names, trade dress and patents (collectively, the “AofL Materials”) are the property of AofL, its partners, affiliates, third party licensors and suppliers and/or any of their successors and assigns and are protected, without limitation, by United States and other foreign copyright, trademark and patent laws. Without limiting the generality of any other provisions of this User Agreement, the use of any AofL Materials on any other Store or networked computer environment is prohibited without the prior written consent of AofL in each instance.

Provided you comply with the terms of this User Agreement, AofL grants you a limited right to access and use this Store for your personal, non-commercial use. You may print and retain a copy of pages of this Store only for your own personal, non-commercial use. Except as expressly provided above, you agree that no portion of this Store may be accessed, used, reproduced, duplicated, copied, or otherwise exploited by you for any other purpose, and nothing contained herein will be construed as conferring any other right. You will not use the AofL Materials in a manner that suggests an association with any of our products. You will not make any modifications to any AofL Materials without the prior written consent of AofL in each instance.

Without limiting the generality of the foregoing, you agree that you will not: (i) download or copy any Store pages, except as may occur through the normal caching function of your browser and except to print and retain a copy of the pages of this Store for your own personal, non-commercial use; (ii) download or copy Store information for the commercial benefit of you or a third party; (iii) make any resale or commercial use of this Store or the AofL Materials; (iv) publish any collection or compilation of any product listings, descriptions, or prices; (v) create any derivative work of this Store or its contents; (vi) use any data mining tools, robots, or similar data-gathering and extraction devices with respect to this Store and the information contained thereon; (vii) frame or use framing techniques to enclose any trademark, logo, trade name or other content (including images, text, page layout, or form) of AofL or its licensors; or (viii) use any meta tags or any other “hidden text” utilizing the trademarks, logos, trade names or content of AofL or its licensors.

Reproduction, duplication, or distribution of AofL Materials except as permitted pursuant to this User Agreement is a violation of this User Agreement and applicable intellectual property laws.

AofL has the right to vary, modify, change or discontinue: (i) any feature or function offered on this Store; (ii) any part or all of this Store, including hours of availability; and (iii) to restrict access to parts or all of this Store from time to time with or without notice to you. AofL may make available and upgrade this Store on the same terms and conditions as this User Agreement and any such upgrades will form part of this Store. In order to obtain and access parts of this Store, including upgrades, you may be required, at your own cost, to install specific software on your computer.

You acknowledge that you will not use any Store Items ordered via this Store in a way that would be damaging to AofL’s public reputation or that of its employees, partners, management and related entities.

You hereby agree to waive any claims against AofL and its affiliates, contractors, agents and employees for losses, damages and injuries that are based on or relate to the above.

You acknowledge and agree that you will use this Store and any products ordered through this Store at all times in accordance with all applicable national, international and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.

12. Spam

The publication of electronic mail addresses on this Store is to facilitate communications relating to the functions of this Store and must not be inferred as consent by us to receiving unsolicited commercial electronic messages.

13. Disclaimers

THE USE OF THIS STORE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS STORE AND THE AOFL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, AOFL DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS STORE, ITS CONTENTS, THE PRODUCTS OR SERVICES AVAILABLE THROUGH THIS STORE, OR ASSOCIATED WITH THE USE OF THIS STORE, OR ANY WEBSITE OR CONTENTS WITH WHICH IT IS LINKED.

AOFL DOES NOT WARRANT THAT THIS STORE, THE AOFL MATERIALS, OR ANY WEBSITE TO WHICH THIS STORE IS LINKED WILL BE AVAILABLE AT ANY PARTICULAR TIME, WILL BE PROVIDED IN AN UNINTERRUPTED OR ERROR-FREE MANNER, OR WILL BE CORRECTED IF FOUND TO BE DEFECTIVE. WE RESERVE THE RIGHT TO MODIFY AND/OR DISCONTINUE THIS STORE AT ANY TIME WITHOUT NOTICE. TO THE EXTENT THAT YOU COMMUNICATE WITH AOFL’S CUSTOMER SERVICE DEPARTMENT OR AN AOFL REPRESENTATIVE THROUGH ANY SOURCE, THE STATEMENTS, PROMISES OR ACTIONS TAKEN BY SUCH SOURCES SHALL NOT LIMIT OR OTHERWISE MODIFY THE TERMS OF THIS DISCLAIMER, AND/OR THIS USER AGREEMENT AND THIS DISCLAIMER AND THIS USER AGREEMENT SHALL APPLY TO ANY INFORMATION PROVIDED TO YOU THROUGH SUCH SOURCES.

IN ADDITION, AOFL DOES NOT WARRANT THAT THIS STORE OR THE SERVERS THAT MAKE THIS STORE AND ITS CONTENTS AVAILABLE WILL WORK WITH ANY PARTICULAR HARDWARE OR SOFTWARE SYSTEMS OR CONFIGURATIONS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

FINALLY, AOFL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THIS STORE OR THE AOFL MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS EDUCATIONAL VALUE OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CORRECTNESS AND VALIDITY OF THIS STORE AND ANY AOFL MATERIALS RESTS WITH YOU, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION TO ANY PRODUCTS ORDERED BY YOU THROUGH THIS STORE. IF YOUR USE OF THIS STORE OR THE AOFL MATERIALS RESULTS IN THE NEED FOR SERVICING, UPDATING OR REPLACING YOUR EQUIPMENT OR SOFTWARE, YOU AND NOT AOFL ARE RESPONSIBLE FOR THOSE COSTS.

SOME JURISDICTIONS MAY NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED.

14. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL AOFL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY DAMAGES OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THIS STORE, STORE ITEMS, OR ANY OF THE AOFL MATERIALS OR CONTENTS WITH WHICH IT IS LINKED, EVEN IF AOFL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, AOFL IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATIONS OF YOUR SYSTEM, OR DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF YOUR USE OF THIS STORE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL THE TOTAL LIABILITY OF AOFL FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, RELATED TO YOUR USE OF, OR THE INABILITY TO USE, THIS STORE, STORE ITEMS OR ANY OF THE AOFL MATERIALS OR FUNCTIONS AT THIS STORE, EXCEED THE LESSER OF (I) THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH YOUR ACCESS, USE AND/OR PURCHASES MADE ON THIS STORE, OR (II) USD$100.

15. Indemnity

YOU HEREBY AGREE TO INDEMNIFY AND HOLD AOFL HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING ALL LEGAL FEES, WHICH AOFL MAY INCUR IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RESULTING FROM: (a) ANY BREACH BY YOU OF THIS USER AGREEMENT; (b) YOUR USE OF THIS STORE, YOUR ACCOUNT(S); (c) YOUR PURCHASE OF ANY STORE ITEM; AND/OR (d) ANY VIOLATION BY YOU OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY. YOU MUST USE YOUR BEST EFFORTS TO COOPERATE WITH AOFL IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

16. Jurisdictional Issues and Dispute Resolution

THESE TERMS, AND ANY ADDITIONAL TERMS, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

If any controversy, allegation, or claim arises out of or relates to the Site or these Terms (collectively, “Dispute”), the Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. The arbitrator will apply applicable law and the provisions of these Terms, and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If a party properly submits the Dispute to the AAA for arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) and determined by a single neutral arbitrator who is a lawyer or a retired judge, using JAMS’ Streamlined Arbitration Rules and Procedures, or by any other arbitration administration service to which you and we consent. You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA: 800.778.7879
http://www.adr.org
JAMS: 949.224.1810
http://www.jamsadr.com

In arbitration, as with a court, the arbitrator will resolve the submitted Dispute and can issue an award consistent with this section. However, WITH ARBITRATION THERE IS NO JUDGE OR JURY, THE ARBITRATION PROCEEDINGS AND ARBITRATION IS SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered into any court that has jurisdiction over the parties.

Either you or we may bring a qualifying claim of Disputes in small claims court.

The foregoing provisions of this section will not apply to any legal action taken by us to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or our intellectual property rights (including any we may claim that may be in dispute), operations, and/or products or services.

Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.

17. Miscellaneous

This User Agreement, the Terms and Conditions, and Privacy Policy contain the entire understanding between you and AofL in connection with your access and use of this Store and supersede all prior agreements, understandings, negotiations or discussions, whether oral or written between you and AofL with respect to your access and use of this Store. If any provision of this User Agreement is found to be illegal, void, or unenforceable, then (i) such provision (or portion thereof as applicable) will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this User Agreement will remain in full force and effect. Notwithstanding the foregoing, if any provision of this User Agreement which is held null, void, or otherwise ineffective or invalid by an arbitrator or a court of competent jurisdiction cannot be restated by such arbitrator or court to reflect as nearly as possible the original intentions of the Parties, then that provision shall be deemed severable from this User Agreement. Your use of this Store is not intended and will not be deemed to create any agency, joint venture, or other legal relationship of any kind between you and AofL other than that of independent contractors. This User Agreement may not be assigned by you.

If you have any questions or concerns with respect to this User Agreement or the Store, you may contact us via: Support@ABCmouse.com.