SchoolDay Payment Services Agreement


This SchoolDay Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between (“SchoolDay”, "Wonderville Media Inc.", “we,” or “our”) and the entity or individual who enters into this Agreement (“School” or “you”). This Agreement sets out the terms and conditions under which you may utilize the SchoolDay Payment Services.

This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”):

Create a “Premium” or “Platinum” account on the SchoolDay website;

Accept this agreement online; or begin using the SchoolDay Payment Services.

This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the SchoolDay website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Policy and Acceptable Use Policy, as well as your applicable Bank Agreement(s), which are incorporated herein by this reference.

Please be advised that if you are domiciled in the United States, this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and SchoolDay have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Agreement

1. SchoolDay Payment Services

1.01 “SchoolDay Payment Service(s)” means the Payment Processing Services or Ecommerce Services defined as follows:

(a) “Payment Processing Services” means the payment processing services offered by SchoolDay which provide schools with the ability to accept credit cards, debit cards, ACH payments on a website or mobile application. These services include Gateway Services, a bank-sponsored merchant account, fraud protection tools, recurring billing functionality, payment card storage, foreign currency acceptance, white glove customer support, and other services and technology as described on the SchoolDay website.

(b) “Gateway Services” means the gateway services offered by SchoolDay which provide Schools with the software and connectivity required to allow real-time secure data transmission for processing of credit and debit card payments on a website or mobile application.


2. Fees, Taxes & Refund Policy

Fees

In exchange for us providing you with the SchoolDay Payment Services, you agree to pay us the fees, including applicable transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at https://www.SchoolDay.com/pricing, and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect.

Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within thirty (30) calendar days after resolution of the dispute.


2.02 Payment of Fees, Payouts, and Right to Set-off

Subject to the terms of this Agreement, SchoolDay will send to your Bank Account all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to SchoolDay under this Agreement. If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon SchoolDay’s request, you agree to provide SchoolDay with all necessary bank account routing and related information and grant SchoolDay permission to debit amounts due from your Bank Account.


2.03 Taxes

School shall pay, indemnify, and hold SchoolDay harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on SchoolDay’s income, and (ii) all government permit fees, customs fees and similar fees which SchoolDay may incur with respect to this Agreement. Such taxes, fees and duties paid by School shall not be considered a part of, a deduction from, or an offset against, payments due to SchoolDay hereunder.


2.04 Refund & Cancellation Policy

  • Get a full refund on event tickets if you change your mind within 72 hours of purchase.
  • Cancelled events: We will automatically refund tickets including all fees if the school cancels an event and notifies us 7 days in advance.
  • Rescheduled events: We'll contact you with the new date and time ASAP. We will refund tickets upon request including all fees if the school changes an event and notifies us 7 days in advance and you cannot make it.
  • There are no refunds on donations unless approved in writing by your school or the donation fund.
  • Get a full refund on merchandise including fees (but not shipping) if the item is returned in NEW condition. Buyer is responsible for return shipping charges.


2.05 Exchanges (Merchandise only)

You may return or exchange any item sold through a school store as long as it is in NEW condition. You must pay for return shipping and then to have the item reshipped. Those charges will be applied to the credit card on file.



3. Restricted Activities, Representations and Warranties

3.01 Restricted activities

In connection with your use of the SchoolDay Payment Services, you must comply with the SchoolDay Acceptable Use Policy: https://www.schoolday.com/terms-privacy/


You agree that you will not:

(a) Breach this Agreement, your Bank Agreement, or any other agreement that you have entered into with us in connection with the SchoolDay Payment Services;

(b) Violate any federal, state, or local laws, rules, or regulations applicable to your business;

(c) Violate any rule, guideline, or bylaw of any of the Associations (the “Association Rules”), as they may be amended by the Associations from time to time. Some of the Association Rules are available for Visa, Mastercard, American Express, and Discover.

(d) Fail to provide us with any information that we reasonably request about you or your business activities, or provide us with false, inaccurate or misleading information;

(e) Refuse to cooperate in a legal investigation or audit that may be required by the Associations;

(f) Integrate or use any of the SchoolDay Payment Services without complying with our requirements;

(g) Utilize recurring billing functionality without properly obtaining your customers’ consent to be billed in such a manner;

(h) Submit any Transaction for processing through the SchoolDay Payment Services which does not represent a bona fide, permissible Transaction as outlined in this Agreement and in the Association Rules, or which inaccurately describes the product or services being sold or the charitable donations being made; and

(i) Process Transactions or receive payments on behalf of any other party, or redirect payments to any other party.


3.02 Representations and Warranties by School

School has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against School and no provision requiring School’s performance is in conflict with its obligations under any agreement to which School is a party.

School is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which School’s business operates.


4. Liability for Invalidated Payments and other Liabilities

You are liable for all claims, expenses, fines and liability we incur arising out of:

(a) a Chargeback, Refund, over-payment, payment error, or other invalid payment you cause (collectively “Invalidated Payment”); ;

(b) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and

(c) any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the SchoolDay Payment Services.


In the event of an Invalidated Payment or other liability, we may deduct the amounts due to SchoolDay from your Payouts.


5. Actions We May Take

5.01 Credit Report Authorization and Verification of Information

You authorize SchoolDay, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize SchoolDay to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a SchoolDay customer, you are providing SchoolDay with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.

In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, SchoolDay reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the SchoolDay Payment Services, and refuse or rescind any payment by your customers.


5.02 Actions by SchoolDay

If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the SchoolDay Payment Services, refusing to process any Transaction, reversing a Transaction, holding your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.


5.03 Reserves

SchoolDay, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that SchoolDay determines in its sole discretion. SchoolDay may change the terms of the Reserve at any time by providing you with notice of the new terms.

SchoolDay may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.


5.04 Security Interest

To secure your performance of this Agreement, you grant to SchoolDay a legal claim to the funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts.


6. Account Security, Data, Intellectual Property and Publicity

6.01 Security of your access

You agree to:

(a) Not allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, SchoolDay will not be liable to you for losses or damages;

(b) Keep your personal details up to date. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us; and

(c) Take all reasonable steps to protect the security of the personal electronic device through which you access the SchoolDay Payment Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access the SchoolDay Payment Services and not sharing your device with other people).


6.02 Data Security Compliance

School agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“Association PCI DSS Requirements”) with regards to School’s use, access, and storage of certain credit card non-public personal information on behalf of SchoolDay. Additionally, School agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.


6.03 Ownership of Data

All Customer Data shall be owned by School and School hereby grants SchoolDay a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the SchoolDay Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer.


6.04 Software License

SchoolDay grants you a revocable, non-exclusive, non-transferable license to use SchoolDay’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the SchoolDay Payment Services. If you do not comply with the documentation and any other requirements provided by SchoolDay, then you will be liable for all resulting damages suffered by you, SchoolDay and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.


6.05 Trademark License

SchoolDay grants you a revocable, non-exclusive, non-transferable license to use SchoolDay’s trademarks used to identify the SchoolDay Payment Service (the “Trademarks”) solely in conjunction with the use of the SchoolDay Payment Service. School agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to SchoolDay (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.


6.06 Intellectual Property

Other than the express licenses granted by this Agreement, SchoolDay grants no right or license by implication, estoppel or otherwise to the SchoolDay Payment Service or any Intellectual Property Rights of SchoolDay. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of SchoolDay, in the SchoolDay Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.


6.07 Publicity

School hereby grants SchoolDay permissions to use School’s name and logo in its marketing materials including, but not limited to use on SchoolDay’s website, in customer listings, in interviews and in press releases.


6.08 Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the SchoolDay Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.


7. Indemnification, Limitation of Liability, Disclaimer of Warranties

7.01 Indemnification

School agrees to indemnify, defend, and hold harmless SchoolDay, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with SchoolDay or its suppliers in relation to your use of the SchoolDay Payment Services; (ii) your use of the SchoolDay Payment Services; and/or (iii) your violation of any applicable law, regulation, or Association Rules and requirements.


7.02 LIMITATION OF LIABILITY

SCHOOLDAY SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SCHOOLDAY PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SCHOOLDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SCHOOLDAY’S TOTAL AGGREGATE LIABILITY TO SCHOOL OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY SCHOOL TO SCHOOLDAY UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.


7.03 Disclaimer of Warranties

THE SCHOOLDAY PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. SCHOOLDAY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO SCHOOL AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCHOOLDAY OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SCHOOLDAY’S OBLIGATIONS.


The parties acknowledge that the SchoolDay Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, SchoolDay does not guarantee continuous or uninterrupted access to the SchoolDay Payment Services. School further acknowledges that access to the SchoolDay website or to the SchoolDay Payment Services may be restricted for maintenance. SchoolDay will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, SchoolDay will not be liable for any interruption, outage, or failure to provide the SchoolDay Payment Services.


8. Term and Termination, Data Portability

8.01 Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause, by providing SchoolDay with notice of your intent to terminate, or by ceasing to use the SchoolDay Payment Services.

SchoolDay may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Associations, the acquiring bank, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the SchoolDay Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in SchoolDay’s sole discretion. In the event that SchoolDay must terminate this Agreement, SchoolDay shall provide you with written notice as soon as reasonably practicable.

After termination by either party as described above, School shall no longer have access to, and shall cease all use of the SchoolDay Payment Services. Any termination of this Agreement does not relieve School of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.


8.02 Data Portability

Upon any termination of this Agreement, SchoolDay agrees, upon written request from School, to provide School’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information relating to School’s Customers (“Card Information”). In order to do so, School must provide SchoolDay with all requested information including proof that the Data Recipient is in compliance with the Association PCI-DSS Requirements and is level 1 PCI compliant. SchoolDay agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) the transfer of such information is compliant with the latest version of the Association PCI-DSS Requirements; and (a) the transfer of such information is allowed under the applicable Association Rules, and any applicable laws, rules or regulations.


9. General Provisions

9.01 Independent Contractors

The relationship of SchoolDay and School is that of independent contractors. Neither School nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of SchoolDay, nor do they have any authority to bind SchoolDay by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.


9.02 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.


9.03 Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.


9.04 Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. School may not assign this Agreement without the written consent of SchoolDay. SchoolDay may assign this Agreement in its sole discretion without the written consent of School.


9.05 Amendment

We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide you with 30 days’ prior notice of any substantial change by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.


9.06 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.


9.07 Survival

Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination, Data Portability), 9 (General Provisions), and Exhibit “A” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.


9.08 Communication; Recording Calls; and Availability of Contractual Documents

You consent to receive autodialed or prerecorded calls and text messages from SchoolDay at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

SchoolDay may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with SchoolDay or its agents for quality control and training purposes or for its own protection.

If you have a question or complaint relating to the SchoolDay Payment Services or your Transactions, please contact the SchoolDay customer support as defined in the “Contact” tab of the SchoolDay website.

The general terms and conditions for the SchoolDay Payment Services will be available at all times on www.SchoolDaypayments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.


9.09 Notices, Contracting Entity, Governing Law, and Jurisdiction

a. Contracting Entity. “SchoolDay,” "Wonderville Media Inc." - “we,” and “our” in this agreement refer to the contracting entity which is the country of School’s residence (if School is an individual) or the place where School is incorporated (if School is a company, corporation, or other legal entity).

b. Notice to School. School agrees that SchoolDay may provide notices and disclosures to School by posting them on SchoolDay’s website, emailing them to School, or sending them to School through postal mail. Notices sent to School by postal mail are considered received by School within three (3) Business Days of the date SchoolDay sends the notice unless it is returned to SchoolDay. Disclosures and notices posted on SchoolDay’s website or emailed shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Furthermore, you understand and agree that if SchoolDay sends you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, SchoolDay will be deemed to have provided the communication to you. In addition, SchoolDay may send School emails, including, but not limited to, those relating to product updates, new features and offers and School hereby consents to such email notification. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.

c. Notices to SchoolDay. Notice to SchoolDay shall be considered valid only if sent by postal mail to the applicable address for notice as designated in the below chart and based off of your country of domicile.

d. Choice of law and jurisdiction. This Agreement shall be subject to the laws of the country listed under “Governing Law” for the country of School’s domicile in the below table. The courts listed for School’s country of domicile shall have exclusive jurisdiction over all disputes arising in relation to this Agreement.


Domicile Contracting Entity Address for Notice to Wonderville Media Inc. Governing Law Courts with Exclusive Jurisdiction

United States Wonderville Media Inc, a Delaware corporation in the United States whose address is 2525 Ocean Park Blvd. Su.111          


9.10 Governing Law and Agreement to Arbitrate for Schools Domiciled in the United States

This Section 9.10 applies only to schools domiciled in the United States.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND SCHOOLDAY HAVE AGAINST EACH OTHER ARE RESOLVED.


A. Governing Law: You and SchoolDay agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.

B. Agreement to Arbitrate: You and SchoolDay agree that any and all disputes or claims that have arisen or may arise between you and SchoolDay shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this provision.


THE PARTIES ALSO AGREE THAT YOU AND SCHOOLDAY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SCHOOLDAY 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 SCHOOLDAY SCHOOLS.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. All issues are for the arbitrator to decide, except that issues relating to arbitrability, or the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide. If a court decides that any part of this Section 9.10 is invalid or unenforceable, the other parts of this Section 9.10 shall still apply.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or SchoolDay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and SchoolDay subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or SchoolDay may attend by telephone, unless required otherwise by the arbitrator(s).

The arbitrator(s) will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different schools, but is/are bound by rulings in prior arbitrations involving the same school to the extent required by applicable law. The arbitration award shall be final and binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.