Literacy Resources, Inc. Terms of Service

Effective Date: August 17, 2018

PLEASE READ THIS LITERACY RESOURCES, INC. TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND LITERACY RESOURCES, INC. (“LITERACY RESOURCES,” “LRI,” “COMPANY,” “WE,” OR “US”).

By placing an order, accessing or using any content, information, services, features or resources available or enabled via this Website (collectively with the Website, the “Services”), you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided in this Agreement, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are hereby incorporated by reference into this Agreement, including our Privacy Policy. LRI reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

Section 12 of this Agreement is an arbitration clause that requires most disputes between us to be resolved through binding and final arbitration instead of in court. See Section 12 for more information regarding this arbitration clause, and how to opt out.

1. Registration. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”). You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You agree to be responsible for all activities that are conducted through your account. You further agree to notify LRI immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias. You agree not to create an account if you previously have been banned from using any of the Services. You agree that LRI will not be liable for any harm that may arise related to the disclosure of your Account details, including your password, or from the use of your Account by anyone else. LRI reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of LRI.

2. Use of the Services.

2.1 Acceptable Use of Services. LRI owns all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws both in the United States and throughout the world. Subject to this Agreement, LRI grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Services solely for your own non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. LRI, its suppliers and service providers reserve all rights not granted in this Agreement.

2.2 Restrictions on Use of Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, logo or Services of LRI, including images, text, page layout or form; (c) you shall not use any metatags or other “hidden text” using LRI’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) 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 the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without LRI’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonate any person or entity, including any employee or representative of LRI. Any unauthorized use of the Services terminates the licenses granted by LRI in accordance with this Agreement.

3. Order Process.

3.1 Order Acceptance. Each order that you submit to LRI constitutes an offer to purchase. If you do not receive a message from LRI confirming receipt of your order, please contact our Customer Service department before re-entering your order. LRI’s confirmation of receipt of your order does not constitute LRI’s acceptance of your order. LRI is only deemed to have accepted your order once the product or products you ordered (each, a “Product”) has or have been shipped.

3.2 Order Issues. Although we strive to accept all valid orders, LRI reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment, and/or shipping information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the ordered Product is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute.

3.3 School District Purchase Orders. LRI is proud to work with school districts throughout the United States. For those districts where the necessary agreements are in place, orders can be made with a school district purchase order. LRI reserves the right to request a copy of a valid purchase order before processing an order. Purchase orders may be sent via email to orders@heggerty.org. All orders placed with a school district purchase order are the responsibility of the ordering party. You will be responsible for all fees and/or charges that accrue due to invalid or duplicate purchase order numbers.

3.4 Order Cancellation. If any Product is discontinued or otherwise becomes unavailable, LRI reserves the right, at LRI’s decision, to (i) cancel your order and provide you a refund for the amount paid for the Product (if the Product is a one-time order), (ii) substitute the Product with a similar Product (if the Product is subject to a subscription) or (iii) issue you a pro rata refund.

3.5 Resale Restrictions. LRI IS THE SOLE PROVIDER OF THE PHONEMIC AWARENESS CURRICULA. TO PROTECT THE COPYRIGHT, TRADEMARK, TRADE SECRET AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS OF LRI, THE RESALE OF ANY PORTION OF THE SERVICES FOR PERSONAL, BUSINESS, AND/OR ANY OTHER PURPOSES IS STRICTLY PROHIBITED. LRI RESERVES THE RIGHT TO DECLINE ANY ORDER THAT WE DEEM TO POSSESS CHARACTERISTICS OF RESELLING.

4. Fees and Purchase Terms.

4.1 Payment. You agree to pay all fees and/or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee and/or charge is due and payable. You also agree to pay all applicable taxes. You must provide LRI with valid payment information in connection with your orders. By providing LRI with your payment information, you agree that (i) LRI is authorized to immediately invoice your Account for all fees and charges due and payable to LRI hereunder, (ii) LRI is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree that, for orders placed with a school district purchase order, you are responsible for the appropriate use of school district purchase orders, and are ultimately responsible for payment of all fees and/or charges that result from the use of an expired, incorrect, or otherwise invalid school district purchase order number(s). You agree to immediately notify LRI of any change in your payment information. LRI reserves the right at any time to change its prices and billing methods.

4.2 Taxes and Exemptions. LRI only charges sales tax for orders that are scheduled to ship within Illinois. But if a valid Illinois State Tax Exemption letter is provided alongside your order, no sales tax will be charged. You acknowledge that you are solely responsible for the proper and correct usage of your organization’s tax exempt status. Any fees that may accrue as a result of improper usage of a tax exempt status are your sole responsibility. For orders outside of Illinois, you are solely responsible for paying applicable sales tax directly to the authorized state agency(s), or procuring the applicable exemption(s).

4.3 Sales are Final; No Refunds. All sales of Products are final. Except as set forth in Section 3.4 or in the LRI Return and Shipping Policy, which is hereby incorporated by reference, all fees are non-refundable.

4.4 Discounts and Promo Codes. From time to time LRI may, in its sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official LRI communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used in accordance with the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. All promotional offers may be discontinued at any time, without prior notice, at our discretion and are only available while supplies last or for the duration noted.

5. Copyrights and Trademarks.

5.1 Copyright and Infringement Claims. LRI owns all copyrights and related intellectual property in the Services. No LRI materials may be duplicated without the express written consent of LRI. LRI respects the intellectual property of others. If you believe that any content posted on or provided through the Services infringes your copyright or any other intellectual property rights, please provide the following information to our Copyright Agent via email at info@heggerty.org: (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 of the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (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. Correspondence to our Copyright Agent regarding notice of claims of copyright and any other intellectual property infringement may also be sent in hard copy via postal mail and should be addressed to: Literacy Resources, Inc., 143 Franklin Avenue, River Forest, IL 60305, Attention: Copyright Enforcement.

5.2 Trademarks. All source identifiers that LRI uses, including but not limited to the LRI logo, LRI’s stylized name, the words Literary Resources, Inc., Heggerty Phonemic Awareness, and all other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of LRI and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

6. Third-Party Links. The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. LRI does not control and is not responsible for Third-Party Links. LRI provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.

7. Termination. At its sole discretion, LRI may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, LRI reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to LRI for Products purchased will remain due. All sections which by their nature should survive the termination of this Agreement shall continue in full force and effect notwithstanding any termination of this Agreement.

8. Indemnification. You agree to indemnify, defend and hold harmless LRI, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, the “LRI Parties”) from any damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any claims concerning: (a) your use, or inability to use the Services; (b) your misuse of the Services or violation of any of this Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. LRI 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 LRI in asserting any available defenses. This provision does not require you to indemnify any of the LRI Parties for any unconscionable commercial practice by such party or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.

9. Disclaimer of Warranties and Conditions. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR OWN RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LRI 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, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES AND PRODUCTS. LRI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED VIA THE SERVICE OR THE CONTENT OF ANY THIRD PARTY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, OR (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. LRI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES OR ANY PRODUCTS WILL MEET YOUR REQUIREMENTS OR (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

10. Limitation of Liability.

10.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LRI PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, ACCURACY OF RESULTS OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO: THE SERVICES, INCLUDING YOUR USE THEREOF, OR INABILITY TO USE; LRI CONTENT; ANY ACTION TAKEN IN CONNECTION WITH ANY THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS; LOSS OF DATA; PRODUCTION; OR, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT LRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE LRI PARTIES ARE LIABLE TO YOU EXCEED ONE UNITED STATES DOLLAR ($1.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A LRI PARTY FOR (I) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY A LRI PARTY’S GROSS NEGLIGENCE OR FOR (II) ANY INJURY CAUSED BY A LRI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

10.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LRI AND YOU.

10.4 Exclusions. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

11. Dispute Resolution. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate most disputes with LRI and limits the manner in which you can seek relief from LRI.

11.1 Applicability of Arbitration Agreement. You agree that any dispute between you and LRI relating in any way to the Services, our advertising or marketing practices, any Products sold or distributed through the Services, or this Agreement, will be resolved by binding arbitration, rather than in court, except that: (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or LRI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH LRI, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST LRI ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING COVERED CLAIMS AGAINST LRI ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS ARBITRATION AGREEMENT.

11.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Literacy Resources, Inc., 143 Franklin Avenue, River Forest, IL 60305, USA, Attn: Business Manager. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/ JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, LRI will pay them for you. In addition, LRI will reimburse all such JAMS’ filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone and/or based on written submissions. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All in-person arbitration must be conducted in Chicago, Illinois, USA.

11.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and LRI. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and LRI.

11.4 Waiver of Jury Trial. YOU AND LRI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and LRI are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in section 12.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

11.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, in the event that this section 12.5 is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor LRI shall be entitled to arbitration of such claim or dispute and instead the applicable claim or dispute shall be resolved in a court as set forth in section 13.5.

11.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Literacy Resources, Inc., 143 Franklin Avenue, River Forest, IL 60305, Attention: Arbitration Opt Out, or via email to info@heggerty.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your LRI username (if any), the email address you used to set up your LRI account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement shall continue in full force and effect. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

11.7 Severability. Without limiting the applicability of section 12.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

11.8 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement and the termination or expiration of your relationship with LRI.

11.9 Modification. Notwithstanding any provision in this Agreement to the contrary, you agree that if LRI makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to LRI.

12. General Provisions.

12.1 Electronic Communications. The communications between you and LRI use electronic means, whether you visit the Services or send LRI e-mails, or whether LRI posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from LRI in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that LRI provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.

12.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without LRI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.3 Force Majeure. LRI 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.

12.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact our customer service department at info@heggerty.org. We will do our best to address your concerns.

12.5 Governing Law and Venue. This Agreement and any action related thereto is governed by the laws of the State of Illinois, consistent with the Federal Arbitration Act, without giving effect to any conflict of law provisions therein. Any legal suit, action or proceeding, to the extent they are permitted, will be litigated exclusively in the state courts in Cook County, Illinois or in federal courts located in the Northern District of Illinois. The United Nations Convention on Contracts for the International Sales of Goods does not apply to this Agreement.

12.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.7 Severability. Without limiting the severability portions of Section 12, if any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

12.8 Entire Agreement. This Agreement is 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.