Terms and Conditions of Use

This Terms and Conditions of Use (“Terms & Conditions of Use” or “Agreement”) describes the terms and conditions under which you consent to use School Specialty, LLC’s, and/or its subsidiaries and affiliates’ (collectively, “School Specialty” “we,” or “us”) websites and other online platforms where this Terms & Conditions of Use is located (collectively, our “Platform”).

By accessing our Platform you consent to these Terms & Conditions of Use. If you do not agree to these Terms & Conditions of Use, you are not authorized to use the site.

This Platform is operated in the United States and intended for use by individuals who are located in the United States and Canada.

YOUR USE OF MATERIALS
Copyright 2024 School Specialty, LLC. This Platform is owned and operated by School Specialty. Unless otherwise indicated, the content, format and imagery of this Platform are copyrighted under the United States law by School Specialty and are protected by worldwide copyright laws and treaty provisions. Unauthorized duplication is a violation of law. The content, format and imagery of the Platform may not be copied, published, broadcast, distributed, reproduced or transmitted in any way without the prior written consent of School Specialty. School Specialty reserves complete title and full intellectual property rights for materials downloaded from the Platform, except that you may download one copy of the materials on any single computer for your personal non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of School Specialty's intellectual property rights.

For purposes of this Agreement, the use of any such material on any other web site or computer environment is prohibited without the express written consent of School Specialty. The term "User" shall apply to those users of the Platform who are registered or are unregistered to procure goods or services on this Platform. The term "Supplier" shall apply to those users of the Platform who are registered, or contracted, to sell and or market goods or services on this Platform.

In the event you download any data from the site, including any software, files or images incorporated in or generated by the site or data accompanying or to be used with the site (hereafter collective referred to as the "Data") are licensed to you by School Specialty, unless such Data is the property of a Supplier.

YOUR DUTIES AS TO REGISTRATION
In consideration of your use of this Platform and any services provided by School Specialty in connection therewith (hereafter, the "Service"), you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form for the Platform, and/or prompted by the School Specialty User Agreement (any such information being referred to hereafter as the "Registration") and (b) maintain and promptly update the Registration to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, outdated or incomplete, or School Specialty has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, School Specialty has the right to suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof. School Specialty shall follow its privacy policy regarding such information as described at http://www.schoolspecialty.com/privacy-policy. School Specialty shall have the option to revise such policy as it may see fit from time to time.

YOUR ACTIONS AS A USER
You acknowledge and understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Materials"), whether publicly posted or privately transmitted, are the sole responsibility of the person (Supplier or User) from which such Materials originated.

You agree to not use the Platform to:

upload, post, email or otherwise transmit any Materials that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful whether sexually, racially or ethnically, or otherwise objectionable;
harm minors in any way;
impersonate any person or entity, including, but not limited to, any law enforcement officer, or any School Specialty official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Materials transmitted through the Service;
upload, post, email or otherwise transmit any Materials that you do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of an employment relationship or under any nondisclosure agreement);
upload, post, email or otherwise transmit any Materials that infringe, contribute to the infringement of, or induce others to infringe, any patent, trademark, trade secret, copyright or other proprietary rights of any party;
upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, email or otherwise transmit anything that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or in any other way cause damage to a user's data against the will of the user;
disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Platform are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;
interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law;
"stalk" or otherwise harass another; or
collect or store personal data about other users.

You acknowledge that School Specialty and anyone it designates shall have the right, but not the obligation, in their sole discretion to move or refuse to move any Materials that are available via the Service. Without limiting the foregoing, School Specialty and anyone it designates shall have the right to remove any Materials that violate these terms of use or are otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Materials, including any reliance on the accuracy, completeness, or usefulness of such Materials. In this regard, you acknowledge that you may not rely on any Materials 1) created by School Specialty or on this Platform, or 2) submitted to School Specialty or this Platform, including without limitation information in any School Specialty bulletin boards and in all other parts of the Service.

You acknowledge and agree that School Specialty and this Platform may preserve Materials and may also disclose Materials if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these terms of service; (c) respond to claims that any Materials violate the rights of third-parties; or (d) protect the rights, property, or personal safety of School Specialty and this Platform, its users and the public.

You understand that the technical processing and transmission of the Service, including your Materials, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of various networks or devices to which the Service is connected. This Platform contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the School Specialty site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to School Specialty or its vendors or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from this Platform without the prior expressed written permission of School Specialty, School Specialty's vendor, or the appropriate third party.

YOUR RELATIONS WITH ADVERTISERS AND SUPPLIERS
Your correspondence or business dealings with, or participation in promotions of, advertisers, Suppliers or affiliates found on or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, Supplier or affiliate. You agree that School Specialty and this Platform shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers, Supplier on the Platform.

TERMS AND CONDITIONS OF USE MAY CHANGE
School Specialty reserves the right to update or modify these Terms & Conditions of Use at any time without prior notice. Your use of this Platform following any such modification constitutes your agreement to follow and be bound by the Terms and Conditions of Use as modified. For this reason, we encourage you to review these Terms and Conditions of Use whenever you use this Platform.

CORRECTION OF ERRORS AND INACCURACIES
The content of this Platform, including but not limited to text, pricing, availability and descriptions may contain errors or inaccuracies, and may not be complete or current. School Specialty reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you submitted your order and confirmation was received). We apologize for any inconvenience this may cause you.

COLOR AND OTHER DISPLAYED FEATURES
The colors and other features you see depicting merchandise on your computer equipment and with your software may depend on the nature and features your particular equipment and software. Therefore, we cannot guarantee that your monitor's display of any color or certain other features will accurately depict the actual color or those features of the merchandise.

TERMINATION
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying all materials and related materials obtained from School Specialty and this Platform and ceasing utilization of the Platform, while fulfilling all obligations incurred by you prior to your termination of use of this Platform. This Agreement will terminate immediately without notice from School Specialty or this Platform, if in their sole discretion you fail to comply with any term or provision of this Agreement, if you are an infringer of any third party's rights, or if you engage in conduct that is illegal, tortuous or that interferes with the technological operation of this site. Upon termination, you must destroy all materials obtained from School Specialty or this Platform and all copies thereof, whether made under the terms of this Agreement or otherwise. Notwithstanding the foregoing, the terms intended to survive the termination of this Agreement shall survive such termination; these terms include, but are not limited to, the terms under the heading “DISCLAIMER”, “LIMITATION OF LIABILITY”, “ARBITRATION” and “MISCELLANEOUS”.

DELIVERY TERMS
Standard delivery terms shall be F.O.B. origin. Ownership and title shall pass to Buyer when products are delivered to Carrier unless otherwise agreed to in writing.

DISCLAIMER
SCHOOL SPECIALTY MAKES, AND THIS PLATFORM INCLUDES, NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SCHOOL SPECIALTY OR THE CONTENTS OF THIS PLATFORM, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE." SCHOOL SPECIALTY AND THIS PLATFORM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO SCHOOL SPECIALTY AND THIS PLATFORM AND ANY WEB SITE WITH WHICH IT IS LINKED OR CONTENT PROVIDED BY SUPPLIERS TO THIS PLATFORM. SCHOOL SPECIALTY NOTIFIES YOU THAT MUCH OF THE CONTENT OF THE PLATFORM IS SUPPLIED BY THIRD PARTY SUPPLIERS WHO ARE ULTIMATELY RESPONSIBLE FOR THE CONTENT SUPPLIED BY THEM. SCHOOL SPECIALTY DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON OR THIS PLATFORM OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT SCHOOL SPECIALTY OR THIS PLATFORM, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS PLATFORM OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. SCHOOL SPECIALTY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SCHOOL SPECIALTY OR THIS PLATFORM) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SCHOOL SPECIALTY OR THIS PLATFORM BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THIS PLATFORM, EVEN IF SCHOOL SPECIALTY, OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SCHOOL SPECIALTY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS PLATFORM. UNDER NO CIRCUMSTANCES SHALL SCHOOL SPECIALTY BE RESPONSIBLE FOR ANY DAMAGES RELATED TO VIRUS INFECTION AND THE RESULTING CORRUPTION, DESTRUCTION, OR ALTERATION OF A USER OR SUPPLIER'S SYSTEM (INCLUDING FILES, SOFTWARE AND HARDWARE LOCATED ON THEIR SYSTEMS).

JURISDICTION AND EXPORT
This Platform is controlled and operated by School Specialty from its office in Greenville, Wisconsin, United States of America. School Specialty and this Platform make no representation that materials on this Platform are appropriate or available for use in other locations. Those who choose to access this Platform from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Data from this site is further subject to United States export controls. No software from School Specialty or this Platform may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Data, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

ARBITRATION
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by School Specialty to recover damages for, or obtain an injunction relating to, operations of this Platform, intellectual property, and services related to this Platform, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, i.e. not brought as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and School Specialty agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other School Specialty customers. The arbitration shall be conducted in Milwaukee, Wisconsin, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or School Specialty may seek any interim or preliminary relief from a court of competent jurisdiction in Milwaukee, Wisconsin necessary to protect the rights or property of you or School Specialty pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $10,000.00.

ANTITRUST POLICY
School Specialty does not condone any information sharing agreements among its suppliers or its users (including Users) which would utilize information from School Specialty which in any way would distort market forces. School Specialty also does not condone collusion among users (including Users), which would cause the exercise of monopoly power among buying groups. School Specialty will not enter into and does not condone the entering into of any agreements among competitors (whether Suppliers or Users) to exclude or discriminate against web sites that are competitive with School Specialty. School Specialty shall not engage in over-inclusive ownership structures, rules, or incentives which would keep users of School Specialty from using or supporting a competitive Platform.

TRADEMARKS
21ST CENTURY SAFE SCHOOL, 6 and Design, 6 ESSENTIAL DESIGN ELEMENTS, ABC FURNISHINGS, ABILITATIONS, Abilitations Starburst Logo, ACTIVE. HEALTHY. HAPPY., ADVOCATE SERIES, APOLLO, BASE TEN FRIES, BECAUSE CHILDREN LEARN BY DOING, BIRD-IN-HAND, BIRD-IN-HAND WOODWORKS and Design, BRODHEAD GARRETT, CALIFONE, CALITUFF, CHILDCRAFT, CLASSROOM DIRECT, CLASSROOM DIRECT Logo, CLASSROOM SELECT, CLASSROOM SELECT (stacked), CLASSROOMDIRECT.COM, CONSTRUCT-IT, DECIMAL DOG, DELTA EDUCATION, DELTA EDUCATION & Design, DELTA EDUCATION SCIS 3 & Design, DELTA SCIENCE CONTENT READERS, DELTA SCIENCE FIRST READERS, DELTA SCIENCE MODULE, DELTA SCIENCE READERS, DISCOVERY, DSM THIRD EDITION and Design, ED Logo (Revised), EDUCATION ESSENTIALS, EDUCATION IS YOUR SPECIALTY. MAKING IT EASIER IS OURS., EMPOWER MINDS. STRENGTHEN BODIES. INSPIRE CREATIVITY., EXPANSE SERIES, EXPLORER, FAST FOOD FOR THOUGHT, FLAGHOUSE, FOSS, FRACTION BURGER, FREY CHOICE, FREY SCIENTIFIC, FREY SELECT, GEODE SERIES, GEODE SERIES, GET AHEAD OF THE CLASS, GO SLOW WHOA, GO SLOW WHOA & Design, GROUPLINK, GUARDIAN SHIELD Logo, HALEY'S JOY, HAMMOND & STEPHENS, HUSH BUDDY, INCLUDE. INDIVIDUALIZE. INNOVATE. SUCCEED., INSPIRE THE ARTIST IN EVERY STUDENT, INSPO, INTEGRATIONS, KIDNASTICS & Design, KINDERGARTEN WELCOME MAT, KORNERS FOR KIDS, KURVE, LEARN AUGMENTED REALITY Logo, LOCKEDGE, MATH IN A NUTSHELL, NEOCLASS, NEODEN, NEOFUSE, NEOLINK, NEOLOUNGE, NEOLOUNGE2, NEOMOVE, NEOMOVE2, NEOPOD, NEOROK, NEORYDE, NEOSHAPE, NEOSIT, NEOSTAK, NEOSYNC, NEOTECH, NEOTECH PLUS, PROJECTS BY DESIGN, QUICK ACTION LOCKDOWN Logo, REX, ROYAL 1600 SWITCH, ROYAL SEATING, SAX, SAX and Design, SCHOOL SMART, SCHOOL SMART & Design, SCHOOL SMART Logo, SCHOOL SPECIALTY, SCHOOL SPECIALTY INNOVATE 360, SCHOOL SPECIALTY INNOVATE 360 Logo, SCHOOL SPECIALTY SELECT, SCHOOLYARD, SCIENCE IN A NUTSHELL, SCIENCEFLEX, SIMPLESTACK, SIMPLESTORE, SPORTIME, SPORTIME and Design, SSI GUARDIAN, SSI GUARDIAN, SSI GUARDIAN and Design, SSI OUT-OF-SCHOOL PLAY. EXPLORE. CREATE and design, THE SPEECH BIN, THERAGYM, TILT-N-NEST, TRANSFORMING MORE THAN CLASSROOMS, TRUE-FLOW, VB-TRAINER, VERSA TEMP, VIGOR, WHERE THE CHILD COMES FIRST, WIGGLE, WRITE ON and Design, ZOOM STACK, and other trademarks, service marks, logos, slogans, graphics and other identifying marks are trademarks or trade dress of School Specialty in the United States and foreign countries (“Trademarks”). The Trademarks may not be used in connection with any product or service that is not School Specialty’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits School Specialty. All other trademarks not owned by School Specialty that appear on the Platform are the property of their respective owners.

MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the laws of the state of Wisconsin, without giving effect to any principles of conflicts of law. You and School Specialty each agree to submit to the exclusive jurisdiction of the courts of the state of Wisconsin and the federal courts of the Eastern District of Wisconsin. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except by writing, signed by both parties. School Specialty does not guarantee continuous, uninterrupted or secure access to our services, and operation of this Platform may be interfered with by numerous factors outside of our control. If any provision of these Terms & Conditions of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms & Conditions of Use and all incorporated agreements may be automatically assigned by School Specialty, in its sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of School Specialty to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You and School Specialty are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms & Conditions of Use.

PERMISSION FOR REPRINTS
All material on this Platform, without limitation, is protected by U.S. and foreign intellectual property laws, including specifically copyright laws. In order to receive permission to reprint any material on this Platform (outside of personal, non-commercial use), please write to:

Marketing Department
School Specialty, LLC
PO Box 1579
Appleton, WI 54914-1579

NOTICE OF COPYRIGHT INFRINGEMENT
Notification of a claim of copyright infringement must be submitted to the following:

Franzoi & Franzoi, S.C.
General Counsel, School Specialty, LLC
514 Racine Street
Menasha, Wisconsin 54952
Fax (920) 725-0998
e-mail jffiv@franzoi.com

The notification must be in writing and include:

A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of each alleged infringing copyrighted work or works;
Identification of the allegedly infringing material and information reasonably sufficient to enable us to locate such material;
Information reasonably sufficient to enable us to contact the party complaining of an alleged infringement (e.g. an address, telephone number, and email address);
A statement that the complaining party has a good-faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Effective Date: September 15, 2024