Online Terms of Use

Updated July 11, 2023

Welcome and thank you for your interest in Estrellita, Inc. (hereafter “Estrellita” or “our,” “we,” or “us”) and our products and services. These Online Terms of Use, along with our Privacy Policy and any other agreement you may enter into with us (collectively “Terms”), reflect your agreement with us regarding proper and authorized Use of our Sites, all content on such Sites, in whole or in part, and your license and/or purchase of our Products. Depending on the Product purchased or licensed, you may be required to agree to additional subscription or license agreements, distributor terms or invoice terms.

THESE TERMS ARE A BINDING LEGAL AGREEMENT. PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCESSING OUR SITES, PURCHASING OR LICENSING OUR PRODUCTS, AND/OR PROVIDING US WITH USER CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY OUR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OUR SITES, PROVIDE US WITH USER CONTENT, OR PURCHASE OR LICENSE PRODUCTS FROM US.

Changes to Terms. We reserve the right to change these Terms at any time. The most current version of our Terms is available at https://www.Estrellita.com/terms-of-use and shall replace all previous versions. Any revision will have a new “Updated on” date. If you disagree with our Terms, your only recourse is to discontinue accessing our Sites and/or purchasing Products. This “Changes to Terms” section shall survive termination of your use of our Sites, Products and any other agreement you may have with us.

Changes to Site(s). Some pages of our Sites are merely informational in nature. We may make changes to our Products, including our Sites, at any time without notice to you. Any changes, or failure to make updates, shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim against us. In addition, information within our Sites may be out of date, inaccurate, incomplete, or contain errors or omissions. Further, our Sites shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This “Changes to Site(s)” section shall survive termination of your use of our Sites or purchase or license of our Products, and any other agreement you may have with us.

Personal Data Collected. Our Products may collect your Personal Data (defined by Colorado law) for legitimate business reasons. Please consult our Privacy Policy for more information on the information we collect and how this Personal Data is utilized, maintained, and protected.

Product Availability | No Site Downloads Permitted. We use industry-standard procedures to provide and maintain our Products. We cannot make any promises that Products will be uninterrupted or error free. We may decide to stop displaying our Sites in whole or in part or to cease offering Products in our sole discretion. Such cessation shall not be a breach of any agreement we have with you.

Our Sites are displayed and not published. We do not grant you any rights in our displayed content and you have no right to download such content unless we explicitly permit such downloads (e.g., resource materials for distributors or resellers (professionals) may be specifically identified as downloadable). Your misuse of our content may violate applicable laws.

This “Product Availability | No Site Downloads Permitted” section shall survive termination of your use of our Sites, Products, and any other agreement you may have with us.

Pricing. We may make changes to Product prices without notice at any time prior to placement of your order. Further, all Products are subject to availability. We reserve the right to cancel orders in our sole discretion at any time and for any reason. Pricing of an item will not be confirmed until you order. Despite our efforts, a small number of items on the Sites may be mispriced. If an item’s correct price is higher than the stated price, we will either contact you for instructions before shipping or cancel your order and notify you of such cancellation and the reason for such cancellation. In some situations, we utilize third parties to handle your payment for a Product. You agree that we are not responsible for any problem you may have with that payment whatsoever.

Orders. You may purchase Products from our Sites. We use a third-party processor to assist us with your order and the management of your personal information. Please see our Privacy Policy.

Shipping and Delivery. The risk of loss and title for Products you purchase passes to you when we deliver the item to a carrier for shipment. We reserve the right to refuse to replace orders for customers who have made excessive loss and replacement requests in our sole discretion. We will choose a carrier in our sole discretion.

Ownership | Rights. On our own or on behalf of third parties, we retain all Intellectual Property contained in, or related to, our Products. Any unauthorized use by you may violate applicable laws. You are only permitted to access and view our Sites and to purchase or license our Products for their normal and intended purposes unless we provide written authorization for any other use. We do not grant to you any license to copy, reproduce, modify, prepare or create Derivative Works of, publicly display, publicly perform, sublicense, transfer, assign, exploit, or distribute our Products in any manner whatsoever. For clarity, you agree, warrant, and represent that you will not, without our prior written permission,

Use any content on our Sites or within our Products except as permitted by us,
Copy, modify, improve, revise, or create Derivative Works based on our Products,
Download or scrape or copy any content from our Products,
Sublicense, sell, or otherwise distribute any of our Products,
Remove any or our Intellectual Property ownership or management information or legends from our Products, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices,
Access or Use our Products for any illegal purpose whatsoever, or in violation of applicable laws,
Interfere with our Sites or any third party’s use of our Products in any manner,
Make unsolicited offers or advertisements to other Users,
Attempt to collect Personal Data, including without limitation, User Data, about or from other Users or third parties without their consent,
Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,
Frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) displayed on our Products,
Purchase search terms or use any metatags or any other "hidden text" utilizing our names or trademarks without our express written consent,
Attempt to hide your identity, or
Use any robot, spider, automated technology, device, or manual process to monitor or copy any of our Product content or use any of the same to interfere, or attempt to interfere, with our operations.

For clarification only, these restrictions include a restriction on you uploading our Products, in whole or in part, to any website. Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to any of our Products, or any third-party Intellectual Property except as specifically granted herein or as otherwise agreed by us in a separate signed, written agreement.

This “Ownership | Rights” section, including all subsections, shall survive termination of your use of our Products and any other agreement you may have with us.

User Content. User Content is any audio, video, text, or multi-media material uploaded by you to any website controlled by us. Your User Content is not reviewed or monitored by us. Some User Content may be automatically recorded by our Products, such as through our software, for assessment purposes. You are solely responsible for any User Content you upload, provide to us, or that is automatically recorded, and hold us harmless, and indemnify us, against any liability for damages, losses, or injuries that arise from or are related to your User Content, whatsoever, including without limitation, attorneys’ fees and costs and any amounts paid in settlement.

Any views or opinions expressed in any User Content do not necessarily state or reflect our views or opinions.

Your sole and exclusive remedy for any loss or damage to User Content, other than loss to a third party that is directly caused by our grossly negligent or willful misconduct, will be for us to use commercially reasonable efforts to replace or restore the lost or damaged data from our latest backup, if any. We shall not be liable in any manner if we are unable to restore such data.

When you complete forms online or otherwise provide us User Content through SMS/MMS messaging or any other means, you agree to provide accurate, complete, and true information. You agree not to use a false or misleading name or a name that you are not authorized to use. If, in our sole discretion, we believe that any User Content is untrue, inaccurate, or incomplete, or you have opted into a messaging program or provided us with User Content for an ulterior purpose, we may refuse you access to our Products in our sole discretion; and we may pursue all permissible equitable and legal remedies available to us.

This “User Content” Section, including all subsections, shall survive termination of your use of our Products and any other agreement you may have with us.

Release and License: User Content. By providing us with User Content (including, by way of example only, by upload to our social media or SMS/MMS messaging), you grant us a non-terminable license to use such User Content in any commercial manner, in whole or in part, and in combination with other content, throughout the world. We will not use any User Content in a manner that can be associated with a particular individual.

You hereby release, discharge, and agree to save Estrellita harmless from any liability whatsoever for any Claims related to our use of your User Content, including attorneys’ fees and costs. This release includes Claims that may be raised by virtue of any blurring, distortion, alteration, optical illusion, or use of your User Content in composite form, whether intentional or otherwise, or that may occur in any subsequent processing of such User Content, as well as any publication thereof in whole or in part. By way of example only, such Claims include defamation, slander, libel, false light, publicity, and/or invasion of privacy.

If you share your User Content with third parties, we cannot take any responsibility for third-party use of that User Content; and the release in this Section applies to such shared content.

This Section “Release and License: User Content” shall survive termination of your use of our Products and any other agreement you may have with us.

Bugs | Errors. If material bugs or errors cause our Products to fail in their intended purpose, we may repair such material errors if we determine, in our sole discretion, that such bugs or errors are reasonably repairable. If we believe such material bugs and/or errors are not capable of being repaired, we may, in our sole discretion, cease to offer and/or provide the affected Products, which cessation shall not be a breach of any agreement with you. Your sole remedy for our failure to repair a material bug and/or error is to stop accessing our Sites and/or to stop purchasing, licensing or using our Products. Failure to repair bugs or errors shall not be a breach of these Terms.

Audit | Monitoring Rights. We reserve the right to monitor and audit all use of our Products on our own or through our Business Partners. If we determine that you are not in compliance with our Terms, you will be responsible for any losses, damages, or injuries we or third parties may suffer. This “Audit | Monitoring Rights” section shall survive termination of your use of our Products and any other agreement you may have with us for two (2) years.

Use By Children Under 13. Our Sites are not intended for use by minors. Many of our Products, however, are utilized for education and educational assessments and are intended for use by children under the age of 13. Verifiable consent from a child's parent or legal guardian is required before a child uses our Products (other than accessing our Sites). 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. Please consult our Privacy Policy for information on what Personal Data is collected and how that information is stored and utilized.

Linked Accounts. We may, now or in the future, permit you to access our Sites or access and purchase our Products through certain Linked Accounts. By accessing our Sites through a Linked Account, you agree that we may access and use any account information from the Linked Account that you have configured to be made available to third parties, and you agree to the Linked Account’s terms of use regarding your use of our Sites via the Linked Account. If you have reason to believe that your account is no longer secure, immediately notify us at info@Estrellita.com. You may alter our access permissions by changing the settings on your Linked Account. By altering such permissions, some of the features in our Sites or Products may not function as intended.

User Representations and Warranties. You affirm, represent and warrant that you will comply with all obligations in these Terms. In addition, you hereby indemnify and hold us harmless from any Claims, including attorneys’ fees and costs and any amounts paid in settlement, related to your breach of these representations and warranties. This “User Representation and Warranties” section shall survive termination of your use of our Products and any other agreement you may have with us.

Trademarks. We own the following trademark(s) and trade name(s) (“Marks”), whether registered in the U.S., elsewhere in the world, or utilized at common law:

ESTRELLITA®

ESCALERA®

LUNITA®

ESTRELLITA EN LA CASA®

ESTRELLITA FUGACES®

LA VEREDA DEL PROFE®

LA FAMILIA ALEGRIA®

HOLA Leveled Readers®

This list may not be complete, and we may own additional Marks that are not listed herein. If you have questions about our Marks, please contact info@Estrellita.com. You may not use any of our Marks for any purpose without our prior signed, written permission. This “Trademark” section, including all subsections, shall survive termination of your use of our Products and any other agreement you may have with us.

Intellectual Property Violations. In the event you believe your other Intellectual Property rights have been violated, whether or not you are a subscriber, licensee or Product User, please contact us at info@Estrellita.com and provide us with all of the following information:

Your, or your authorized agent’s, physical or electronic signature as the Intellectual Property owner,
Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available,
Identification and location of the infringing material on/in our Products (with a specific Internet address, if applicable),
Your contact information, including name, physical and email addresses and telephone number(s),
A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the law, and
A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent).

We require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing by checking one or more of the paragraphs detailed above.

Relief for Breach. If you breach these Terms or violate our rights in any manner, we reserve all rights and remedies at law and equity. You agree that we may proceed with injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. By way of example and not limitation, if you have cloned or are using a clone of any of our Sites or other Products, in whole or in part, or have intentionally or recklessly mis-utilized our Products, in whole or in part, for yourself or a third party, in breach of these Terms or applicable law for any reason,

you shall be liable for all damages, injuries, and losses incurred by us and any profits you have earned through such breach (without duplication),
you may be subject to an injunction to prevent further breach, and
you agree to pay all our costs related in any manner to such Claim, including attorneys’ fees, costs, the costs of any settlement, and any costs of collection.

We may also terminate your access to our Products, without reimbursement for payments made to us, for any breach of these Terms. This “Relief for Breach” section shall survive termination of your use of our Products and any other agreement you may have with us.

Business Partners. We may have agreements with other individuals or companies (“Business Partners”), which partners may change without notice. We do not grant you any rights to further use our Business Partners’ names or trademarks without our written permission. For information regarding Personal Data that may be shared with our Business Partners, please consult our Privacy Policy.

Links | Third-Party Products and Services | Purchases or Licenses from Business Partners. Any reference or link to another company, Business Partner, website or Product does not constitute or imply any ownership, sponsorship, endorsement arrangement, or any other relationship with us. We make no representation regarding these third parties and have no control over how third parties use information, their use of “Cookies,” or the safety of content on their websites. Please consult our Privacy Policy and the information regarding linked sites in that Policy. Should you be directed to a third-party website, we disclaim any and all liability whatsoever (as more specifically detailed by our Disclaimers herein). Should you have any questions regarding these third parties, or the information shared, please contact info@Estrellita.com.

If you have an issue with products or services purchased from a Business Partner (such as a distributor), you and the applicable Business Partner both agree that any Claim you may have that is related in any manner to such purchase is solely between you and such Business Partner. You and our Business Partners release Estrellita from any liability for any Claims related to such purchase(s), licenses or sublicenses, whatsoever, including without limitation, related attorneys’ fees and costs, the cost of any settlement and any collection costs.

User Accepts Risk of Losses. Use of our Products is at your sole risk. You understand that use of our Products involves some risk. There is no substitute for good judgment. We make no representations or warranties regarding your Internet connection or the functionality of your hardware, firmware or software. If your equipment is not working properly, our Products may not function as intended. You agree you will not hold us responsible or liable for any injury, damage, or loss, that you or your family may suffer through use of our Products. This “User Accepts Risk of Loss” section shall survive termination of your use of our Products and any other agreement you may have with us. See our Disclaimers below for further information.

Disclaimers | Limitations on Liability | Maximum Recovery. Statements made relating to our Products may be statements of future expectations and other forward-looking statements that are based on our current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Except as specifically detailed in our Terms, nothing on our Products, or in advertising materials shall form the basis of, or be relied upon in connection with, any additional contract or commitment whatsoever.

ESTRELLITA® PRODUCTS ARE PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESTRELLITA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, KNOWN OR UNKNOWN, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE UNLESS A LIMITED WARRANTY IS SPECIFICALLY DETAILED ON PRODUCTS,

WE DISCLAIM ANY AND ALL LIABILITY FOR YOUR INABILITY TO USE OUR PRODUCTS FOR ANY REASON, INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, DEFECTS IN THE ACCURACY OR COMPLETENESS, DELAY OR FAILURE OF TRANSMISSION, NON-COMPATABILITY OF OUR PRODUCTS WITH OPERATING SYSTEMS, THIRD-PARTY SOFTWARE ERRORS OR OMISSIONS, PROBLEMS WITH BUSINESS PARTNERS’ SERVICES OR PRODUCTS, BUGS, VIRUSES, WORMS, AND/OR OTHER HARMFUL COMPONENTS.

You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components caused by you or third parties or originating in your computer or electronic device environment.

NO WARRANTY SHALL BE CREATED BY ANY ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OR THROUGH ANY ADVERTISING, WHETHER PROVIDED BY US, A DISTRIBUTOR, RESELLER OR ANY OTHER REPRESENTATIVE.

WE DISCLAIM ANY AND ALL LIABILITY REGARDING THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF OUR PRODUCTS.

IN NO EVENT SHALL ESTRELLITA, ITS AFFILIATES, OR ITS BUSINESS PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, WITH RESPECT TO OUR PRODUCTS, OR THE PRODUCTS OR SERVICES OF THIRD PARTIES ACCESSED OR PROVIDED THROUGH US, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, LOSS OF INCOME, MEDICAL EXPENSES, LOSS OF GUIDANCE, CARE AND/OR COMPANIONSHIP.

IN THE EVENT OUR SITES ARE ACCESSED OR PRODUCTS ARE PURCHASED OR LICENSED IN A JURISDICTION THAT DOES NOT PERMIT ALL OR A PART OF OUR DISCLAIMERS (INCLUDING SUBSECTIONS), THE MAXIMUM AMOUNT RECOVERABLE FOR ALL CLAIMS RESULTING IN ANY FINAL JUDGMENT, WHETHER BROUGHT AT ONCE OR SEPARATELY OVER TIME, INCLUDING APPEALS, SHALL BE RESTRICTED TO THE AMOUNT ACTUALLY PAID FOR THE PURCHASED PRODUCT, PROVIDED THAT (i) SUCH PRODUCT DIRECTLY CAUSED THE DAMAGES, INJURIES, OR LOSSES; (ii) THE CLAIMANT IS SOLELY THE END USER WHO PURCHASED OR LICENSED SUCH PRODUCTS FOR THEIR NORMAL AND INTENDED PURPOSES; (iii) SUCH END USER CAN PROVIDE A VALID RECEIPT FOR THE PURCHASE; (iv) THE PURCHASE WAS MADE FROM US OR AN AUTHORIZED RESELLER; AND (v) SUCH MAXIMUM RECOVERY SHALL ONLY BE AVAILABLE IF THESE TERMS HAVE NOT BEEN BREACHED BY SUCH END USER CONSUMER AND ITS SUBLICENSEES. This maximum recovery shall include all costs and expenses, including, without limitation, the end User’s attorneys’ fees and costs, collection costs, and any amounts paid in settlement.

THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ALL CLAIMS, INJURIES, DAMAGES, LOSSES, COSTS AND EXPENSES, HOWEVER CAUSED, AND WHETHER FOR BREACH OF CONTRACT, IN TORT, BY WAY OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ESTRELLITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

This “Disclaimers and Limitations on Liability” section shall survive termination of your use of our Products and any other agreement you may have with us.

Electronic Communications. For Site visitors and purchasers or licensees of our Products located within the United States and/or its territories, you consent to receiving our electronic communications. For Site visitors located outside the U.S., we will not contact you except as detailed in our Privacy Policy.

If you are located outside the U.S. and wish to purchase or license our Products, please contact is at info@Estrellita.com. At this time, we do not offer our Products outside the United States (excluding your ability to access our Site). We will maintain Personal Data only to respond to your request for information as detailed in our Privacy Policy.

You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting info@Estrellita.com with “unsubscribe” in the subject line. We will remove your e-mail from our customer management database (or anonymize or pseudonymize it) within a reasonable time period provided you are not a subscriber or licensee to any of our Products. If you are a subscriber or licensee to our other Products or later purchase or license our Products, we may still contact you for matters relating to your subscription or purchase. Our reasonable delay in complying with your opt-out request shall not be considered a breach of these Terms.

Choice of Law | Applicable Laws. You agree that any Claims relating to us or our Products, and/or our Terms are subject to the laws of the State of Colorado, U.S.A., unless U.S. Federal laws supersede, without giving effect to any principles of conflict of laws. While the definition of “Personal Data” may vary depending on where you are located, any dispute regarding such Personal Data shall be determined pursuant to Colorado law unless U.S. federal law supersedes.

Jurisdiction and venue for any Claims relating to us, our Products, our Terms, and any related legal issues, shall only be appropriate in the courts in the county in which Estrellita has its principal place of business or the U.S. District Court of Colorado. Further, you and Estrellita expressly and irrevocably consent to the personal and subject matter jurisdiction and venue in these courts for any such Claims made. You also agree that you shall only assert Claims against us in the aggregate (meaning all together) and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself. If your access to our Sites or your purchase or license of our Products is through your employment, only your employer may assert Claims against us.

We administer our Sites and manage all our Products from our offices in Colorado, USA. We make no representation that our Products are appropriate or available for use in your location, and access to our Site, or purchases or licenses of our Products from territories where such are illegal is prohibited. If you choose to access our Sites or purchase/license our Products from outside the United States, you do so on your own initiative and are responsible for compliance with applicable laws.

This “Choice of Law | Applicable Laws” section shall survive termination of your use of our Products and any other agreement you may have with us.

Notices. Any notice you wish to provide to Estrellita should be provided either by email to info@Estrellita.com or by U.S. mail, postage pre-paid, to Estrellita, Inc., 99 Inverness Drive East, #200, Englewood, Colorado 80112.

Questions or comments regarding these Terms may be sent to info@Estrellita.com.

If we update our Terms, we will post a prominent notice on our home page(s) to notify you of any significant changes to these Terms and will indicate at the top of the document when it was most recently updated. You may be required to review and acknowledge our Terms prior to purchasing our Products.

Definitions.

These definitions apply to all our Terms, including any agreement you may enter into with us and our Privacy Policy.

“App” means a computer software application.

“Business Partners” are individuals or companies with whom we enter into agreements to assist in providing Products, including without limitation and by way of example only, maintaining our Site, processing payments, analyzing traffic, providing customer support, providing customer relationship management services, marketing, manufacturing, distributing, and/or reselling products and services.

“Claim” means any disagreement, controversy, dispute, demand, cause of action, litigation, or other legal or equitable proceeding, whatsoever.

“Derivative Work” is a work based upon one or more preexisting works, such as a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which a work may be recast, transformed, or adapted. A work consisting of editorial revisions, annotations, elaborations, or other modifications which, as a whole, represent an original work of authorship, is a “derivative work”.

“Intellectual Property” means rights in and to any and all intangible and industrial property, including, without limitation, all patents, patent applications, trademarks, trade dress, copyrights, confidential information, including trade secrets, and Derivative Works and improvements to any such property. By way of example, and not limitation, Intellectual Property includes (i) all designs, specifications, processes, techniques, technology, drawings, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions that are the result of creativity, (ii) proprietary information or confidential information, trade secrets, ideas, concepts, and know-how, and (iii) publicity and privacy rights, all of (i), (ii) and (iii) in any form or format and whether or not registered or registrable, and including all rights to related applications, registrations, continuations, and renewals. Without limiting this definition, and by way of example, Estrellita’s Intellectual Property includes any Estrellita™ desktop and mobile applications (“Apps”), downloadable or cloud-based software (“SAAS”), our trademarks, our proprietary methodologies, our educational kits and materials, teacher materials, videos, charts, our source code, our Site content, including blog content, and advertising.

“Jurisdiction” for any Claims you may have against us, whatsoever, related to our Terms and any other agreements we may have with you that we have approved and executed, your use of our Products, and your purchase/license of our Products, means the county in which Estrellita, Inc. has its principal place of business and/or the U.S. District Court located closest to Estrellita’s principal place of business in Colorado should U.S. Federal laws apply. All Claims shall be determined pursuant to Colorado law unless U.S. Federal law supersedes. You agree that Estrellita will have personal and subject matter jurisdiction over you and Claims you make against or involving Estrellita.

“Linked Account” means an account that you may have with a third-party social networking service or other Internet provider, from which account you are able to link to any of our Site.

“Personal Data” is defined differently depending on where you reside. If you reside in the United States, to the extent appropriate under applicable laws, Colorado law shall control in these Terms. Under Colorado law, Personal Data is defined as any information that is, or may be reasonably, linked to an identifiable individual. It does not include publicly available information or de-identified information. In the event you are located in the European Union/European Economic Area (“EU/EEA”) or elsewhere in the world, Personal Data will be defined by the applicable laws where you reside, however, these laws shall not over-ride Jurisdiction and venue (in Colorado) or any other of the rights and obligations contained in our Terms.

“Products” means any and all offerings from us to you, including without limitation, our Site, content or information on such Site, our merchandise, any and all downloadable or cloud-based software, Apps, and any maintenance, installation, helpdesk, support services, and other services we may offer or provide at any time via subscription or otherwise.

“Site” or “Sites” means all websites and all content thereon, in whole or in part, owned and operated by Estrellita, including by way of example and not limitation, https://www.Estrellita.com and all related pages, excluding User Content. Our Sites do NOT include websites operated by distributors and/or resellers, regardless of ownership of such domains. Our Sites are included in the definition of “Products” herein.

“Estrellita” or “Estrellita, Inc.” includes our parents, affiliates, subsidiaries, licensors, successors, and assigns and does not include licensees, distributors, and/or resellers.

“use,” “using,” or “used”, as to our Sites, means accessing, viewing, and/or displaying our Sites for personal viewing for its intended purposes on a single computer or device; and as to our other Products, means accessing such Products for their normal intended use for personal use or use by your employee and students if sufficient licenses have been purchased from us in advance. Use of our Products does not permit further transfer without our written authorization.

“User” means the individual or entity licensing, accessing or using our Products in whole or in part for themselves (e.g., a teacher, student or parent) or who purchases a number of subscriptions for employees (e.g., a school district).

Defined terms in the singular form shall have the same meaning as terms utilized in the plural form.

This “Definitions” section, including all subsections, shall survive termination of your use of our Products and any other agreement you may have with us.

General Terms.

Reservation of Rights. All Intellectual Property within our Products remains our exclusive property. We reserve all rights not expressly granted to you. Any license to our Products is non-exclusive and non-transferrable.

Assignability. You may not assign our Terms or any rights or obligations herein without Estrellita’s prior written authorization. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of law, or otherwise without notice to you. There are no third-party beneficiaries to these Terms.

Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect and the principals of User, if any, and Estrellita (or a court within competent Jurisdiction) will endeavor to modify that invalid, illegal, or unenforceable clause in a manner that gives effect to Estrellita’s intent.

Language. These Terms are to be construed in the American English language. Any translation is for convenience only. The American English language shall control in the event of any contradiction between the English language version and a translation. Further, any Claim must be made and determined in the American English language.

Force Majeure. Estrellita will not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, acts of God, Government restrictions, regulations, laws, or sequester, continuing domestic or international problems such as wars, threats of terrorism, hacking, or insurrections, strikes, fires, floods, work stoppages, border closures or delays, embargoes, government closures, pandemics, public health closures, or epidemics.

Construction. Any reference to “herein” shall refer to our Terms and not to a specific section of these Terms. Headings and fonts are for convenience only. Anything that cannot be done directly under our Terms may also not be accomplished indirectly. Any limitation on the use of our Products or our tangible property or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” Our Terms are not to be construed against the drafter. Any reference to “it” or “they” shall refer to the party so intended, regardless of gender or whether a human individual or entity.

Waiver. Waiver by Estrellita of any provision of our Terms must be in writing, signed by us, to be effective. Waiver of any breach of any provision of our Terms will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision.

This “General” section, including all subsections, shall survive termination of your Use of our Products, and any other agreement you may have with us.

Contact. If you have any questions regarding our Sites or these Terms (including our Privacy Policy and Disclaimer), please contact: 99 Inverness Drive East, Suite 200, Englewood, CO 80112. Email: info@Estrellita.com. Tel: (303) 779-2610.

Last Updated: July 11, 2023