ESTRELLITA, INC.

TERMS OF USE FOR DOWNLOADABLE APPLICATIONS, STUDENT PORTALS AND TEACHER PORTALS

The Terms below are your agreement with Estrellita, Inc. (hereafter "ESTRELLITA" or "We", "Us" or "Our") regarding your use of Our applications, products, student portals and teacher portals, in whole or in part (collectively referenced as "Products"). If you do not agree with these Terms, do not click "Agree" and do not download or use Our Products. All the paragraphs in Our Privacy Policy and Disclaimer are included in these Terms as if specifically written here.

Without additional permission, you may only use Our Products if you are 13 years old or older. A parent or legal guardian or an approved educational institution (with parental consent) may create an account for a child under 13 to access Our Products. Children under the age of majority should review these Terms with their parent or legal guardian to ensure that the child and parent or legal guardian understand it.

Permitted Use. You may only use Our Products for educational, nonprofit purposes as permitted herein or We authorize in writing. We have the right to alter Our Products or to refuse to provide Products to you for any reason or no reason in Our sole discretion as long as such refusal does not violate any U.S. law or regulation. Our alteration of Products or refusal to provide Products shall NOT be a breach of these Terms and shall NOT subject Us to any liability, at law or in equity, without limitation, even if you suffer damages.

Download/Single License. If you are an individual, you may download and sync Our applications or access Our portals and use Our Products, if properly licensed, for personal, educational and noncommercial use on any mobile device or computer you own. If you are a commercial enterprise or educational institution, you may download Our applications or access Our portals if properly licensed for use (a) by a single individual on each computer or mobile device used by that individual that you own or control or (b) by multiple individuals on a single shared computer or mobile device that you own or control. For e.g., multiple students may serially use an application on a single computer located at a resource center or library. If multiple students utilize an application in a school or enterprise on multiple computers, each computer requires a separate, additional license. This licensing requirement is the same whether the applications are downloaded for a fee or are free.

Revisions. We may change or replace these Terms and Our Products at any time. The most current version of Our Terms is available on this page of Our website and the most current version replaces all previous versions. You should review the Terms periodically. Your only recourse, if you disagree with these Terms, or changes to the Terms or Products, is to discontinue your use of the Products offered. In the event We alter our Terms, We will provide school districts using our Products with written notice of such alteration by email.

Availability. Our Products are available to you only in the United States, its territories and possessions. You agree not to use Our Products in other countries. We make no representation that Products are appropriate or available for use outside the United States.

User Content and Online Communications. For purposes of these Terms, any written information, statements, commentary, reviews or materials you upload to a portal or in an application or that you provide to Us is considered User Content.You are responsible for your User Content.

Please be aware that online communications may not be fully confidential and U.S. Federal postal regulations do not protect electronic mail. Our administrative personnel or affiliates may have access to your communications for technical or operational purposes. We may also disclose your communications to the extent required or permitted by law.

Accounts, Passwords and Security. You may be required to register for an account in connection with some of Our Products. When you register for an account, you may be required to provide Us with some information about yourself (such as your e-mail address or other contact information). When you register, you may be asked to provide a password. If so, you are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s username, password or account at any time. You agree to notify Us immediately of any unauthorized use of your account or password or any other security breach. You may be held liable for losses We incur due to someone else using your username, password or account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. We recommend all student data be de-identified (e.g., substitute words for student names and use unique user names and passwords).

If you are an educational institution or child under the age of majority using Our Products with the consent of a parent or legal guardian, in the event you provide Us with any personally identifiable information or User Content, Our use will not include any direct or indirect personal identifiers that you include in User Content or account information unless We need to provide you with notices to your email address. Personal identifiers include information such as your name, student identification number, if any, demographic information, location information and school identification.

If you are an educational institution, you agree that you have written parental or legal guardian permissions signed and on file prior to setting up user accounts for your students and have given public notice of the type of directory information to be disclosed to Us, giving students and their parents or legal guardians the right to opt-out of such disclosure within a specified time period.

Pricing. Some of Our Products may be free of charge and some may be sold for a fee. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING US WITH A VALID PAYMENT METHOD FOR ALL FEES, if any are due. Prices for Products may change at any time and we do not provide any price protection or refunds in the event of a price reduction or promotional offering.

Trademarks. ESTRELLITA owns the following trademarks and trade names, whether registered in the U.S., elsewhere in the world, or protected by common law:

ESTRELLITA®
ESCALERA®
LUNITA™

This list may not be complete and We may own additional trademarks or service marks that are not listed herein. If you have questions about Our marks, please contact info@estrellita.com. You may not use any ESTRELLITA marks without Our written permission.

Copyright. Our Products, including without limitation all applications, teacher portals and student portals, contain content We own or content that We license from others.

You are being granted access to Our Products for educational and assessment purposes. Without Our explicit consent, NONE of Our materials (including, without limitation, Our charts and images), may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed or commercially exploited in any way. For example, you may not copy Our charts for classroom instruction, post screenshots of Our materials online or share charts with other teachers. You may not use electronic or printed copies of Our Products, in whole or in part. If you have questions about whether your use violates Our rights to Our Products, please contact Us at info@estrellita.com.

Any unauthorized use of materials contained in Our applications and portals may violate U.S. copyright, trademark and other laws. We retain all rights not expressly granted; and nothing in these Terms constitutes a waiver of any rights and remedies under any federal, state or local law, regulation, ordinance or treaty. No license or right is granted other than as specifically granted in these Terms.

By using Our Products in any manner, you agree to inform Us of any misuse of Our Products in whole or in part.

Unauthorized Activities. Without Our prior written permission, you may not:

Relief For Breach. We reserve all rights and remedies at law and in equity in the event you breach any of these Terms or violate Our rights in any manner. You agree that We may proceed with such injunctive relief as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that, because of the difficulty in measuring damages in connection with any misappropriation or theft of Our confidential and proprietary information, copyrighted information, or other intellectual property, you will be liable to pay Us a minimum of $1,500.00 (fifteen hundred dollars) U.S. for each unauthorized use of Our proprietary information and/or intellectual property materials if such unauthorized use is innocent. We may seek additional remedies and damages if your actions are willful or malicious. Also, you will be responsible for any and all of Our attorneys’ fees and costs for having to make any claim, demand, action, litigation or proceeding whatsoever against you for any cause of action in equity or at law. You agree that such amounts are not punitive in nature, but are necessary in order to protect Our proprietary rights and are in the nature of liquidated damages.

Third Party Websites. We will not link Our Products to third party websites. If you leave Our Products and go to third party websites, we make no representation regarding these third parties and have no control over how third parties use information, their use of "Cookies" (as defined in our Privacy Policy), or the safety of content on their websites. Also, any reference to another website, product, service or entity does not constitute or imply any ownership, sponsorship, endorsement or any other relationship between any third party and Us. Further, the views and opinions expressed in any User Content or third party website do not necessarily state or reflect Our views or opinions.

Representation of Condition. You understand and agree that use of Our Products may involve some risk of generating or increasing a physical injury or aggravating a pre-existing physical condition. You assume all risks of use and hold Us harmless from any liability for that use whatsoever, regardless of whether We have, or had, actual or implied knowledge of the problem or your condition and regardless of Our negligence. This waiver and release from liability shall apply for all periods during or after your use of any Products purchased, leased or licensed from Us and applies to and for the benefit of all your successors, assigns, heirs and personal representatives.

Indemnity. You agree to hold harmless and indemnify Us and Our officers, directors, employees, affiliates, business partners, licensors, licensees, suppliers, advertisers and agents from and against any third party claim arising in any way from, or related to, your use of Our Products in whole or in part. To the extent you are a qualified public educational or government institution and a party to these Terms, this indemnification requirement may be invalid or unenforceable against you.

Choice of Law/Applicable Laws. By using Our Products, you agree that any legal problems or issues arising as a result of such use are subject to the laws of the State of Colorado, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict or choice of laws. Only the County Courts in which We have Our principal place of business (i.e., Arapahoe County) or the U.S. District Court of Colorado will have jurisdiction over matters concerning Our Products or other claims, demands, actions, litigation or proceedings whatsoever where We are involved. Further, you and ESTRELLITA expressly and irrevocably consent to the personal jurisdiction and venue in the courts referenced in this paragraph for any violation of these Terms. You also agree that in any dispute, including any legal action with Us, you will only assert claims in an individual (non-class, non-representative) basis, and that you will not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself. To the extent you are a qualified public educational or government institution and a party to these Terms, and if this paragraph, or a portion thereof, is determined to be unenforceable, these Terms shall be construed pursuant to the laws of the state in which the public educational institution or governmental institution is located.

We administer Our Products from Our offices in Colorado USA. You may not use or export or re-export Our Products, in whole or in part, or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, U.S. export laws and regulations.

California Users. Under California’s "Shine the Light" law, and once per year, California residents who provide personal information in obtaining products or services for personal, family or household use are entitled to request and obtain from Us customer information We shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which We shared customer information during the immediately prior calendar year. To obtain this information, please send an email message to info@estrellita.com with "Request for California Privacy Information" on the subject line and in the body of your message. We will provide the requested information to you at your e-mail address in response. Please be aware that not all information sharing is covered by the "Shine the Light" requirements and only information on covered sharing will be included in Our response.

Severability. If any provision or provisions of these Terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any appropriate jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect.

Electronic Communications. By purchasing, using, licensing or leasing Our Products or contacting Us for further information, you consent to receiving electronic communications from Us. These communications will include notices about your account (e.g., shipping and receiving, password change (if any) and confirmation e-mails and other transactional information). These communications are part of your relationship with Us. You agree that any notice, agreements, disclosure or other communications that We send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Should you wish to opt out of email communications, except for legal notices, please let Us know and We will stop sending you emails regarding Our product offerings. Failure to comply with your opt-out request shall not be considered a breach of this Agreement.

Contact. If you have any questions regarding Our Products or these Terms (including Our Privacy Policy and Disclaimer), please contact: Webmaster for the ESTRELLITA Products:

6050 Greenwood Plaza Blvd., #120
Greenwood Village, Colorado 80111
Email: info@estrellita.com
Tel: (303) 779-2610

Last Updated: June 5, 2015