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By purchasing, accessing or using any products and services set forth in a Quote mutually agreed upon by the parties (the “Products and Services”) you (“You” or “User”) agree to be bound by this end user license agreement (“Terms”) with Asteria Learning, Inc. d.b.a. ECS Learning Systems (“ECS”). These products include STAAR MASTER® and STAAR MASTER® Interactive products.

Please read these Terms carefully before using the Products and Services. If You do not accept these Terms, then You may not use the Products and Services. If You are accessing the Products and Services on behalf of a business entity, then by doing so, You represent that You have the legal capacity and authority to bind such business entity to the terms and conditions contained in these Terms.

1. License Grant. You are hereby granted a non-exclusive, non-transferrable, royalty-free, limited right and license to access and use the Products and Services solely as permitted in these Terms, as described on one or more ordering documents or quotes signed by User and ECS (each a “Quote”) and as set forth by ECS on the Products and Services. User may not sublicense, assign or otherwise permit any third party to exercise its rights herein without the prior written approval of ECS. Except as specifically set forth in these Terms, no other rights or licenses are granted to User. Any minor updates, bug fixes, patches, or other such modifications which are generally made available by ECS without charge to other licensees of the Products and Services shall be provided without charge to User. The provision of new releases, major upgrades, add-ins, modules or other such enhancements shall be at ECS’s sole discretion and may be subject to the payment of additional fees or a separate licensing agreement.

2. Access Credentials. Access credentials to online Products and Services may only be used by the party(ies) authorized on the Quote to access the Products and Services. User is responsible for the security of its credentials and will be solely liable for any use or unauthorized use under such credentials. In the event User knows of or reasonably suspects unauthorized access to or use of the Products and Services, User shall immediately notify ECS in writing and fully cooperate with ECS in all efforts to prevent or remediate such use.

3. Restrictions. Except as provided in these Terms or the Quote, User may not disclose, distribute, loan, display or provide access to the Products and Services to any third party. In no event may User create derivative works based on the Products and Services or any part thereof and, except as may be permitted under applicable law, User may not reverse engineer, decompile, translate, adapt, create derivative works or disassemble the Products and Services, nor shall User attempt to create the source code from the code for the Products and Services. User assumes sole responsibility for the use, and results obtained from use, of the Products and Services. User may not access the Products and Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Products and Services. Except as specifically authorized in writing by ECS, User agrees not to publicly disseminate performance information or analysis (including, without limitation, benchmarks) developed by User or obtained from any source relating to the Products and Services.

4. Fees. User shall pay all amounts set forth on the Quote. Payment by User is not contingent on User receiving payment from any third party. User shall also be responsible for paying any taxes (such as applicable sales taxes, duties or goods and services taxes) for which ECS is required by law to collect from User. If User is a tax-exempt entity, User shall provide documentation to ECS upon request. All invoices will be due thirty (30) days from the invoice date and are non-refundable and not subject to set- off. If User disputes any invoice, User must notify ECS in writing within thirty (30) days from the invoice date and pay any undisputed portion, or the invoice shall be deemed undisputed. If User has provided ECS with a credit card, debit card or ACH information for payment purposes, then User hereby authorizes ECS to charge all fees against such payment method. User shall be responsible for interest on all amounts overdue by more than thirty (30) days at a rate of the lesser of one and one-half percent (1.5%) or the maximum rate allowable by applicable law, and all collection costs, including attorney’s fees and expenses.

5. Termination. These Terms shall be in effect during the term of each Quote. Either party may terminate these Terms upon thirty (30) days prior written notice if the other party is in breach and does not cure such breach within the notice period. Notwithstanding the foregoing, ECS may suspend or terminate User’s access to the Products and Services immediately and without prior notice if reasonably necessary to avoid harm or liability to ECS. Upon termination for any reason, User shall immediately cease using the Products and Services.

6. Third Party Platforms. The Products and Services are dependent upon certain systems not controlled by ECS, such as hosting providers, third party content providers and User’s information and systems. While ECS shall make commercially reasonable efforts to ensure that the Products and Services operates with all such providers as intended, in no event shall ECS ever be liable for an act, omission or failure of any other party.

7. Proprietary Rights. Except for the limited access rights granted herein, User does not acquire any interest in or right to the Products and Services, including by virtue of entering into these Terms. Without limitation, ECS owns, and shall continue to own, all intellectual property and proprietary rights in and to all portions of the Products and Services (except for Usage Data, discussed below). User shall not remove or obscure any disclaimer or notices that appear on any Products and Services. User shall take no position contrary to, or that would diminish, ECS’s ownership rights set forth herein. Any and all suggestions, ideas, data, enhancement requests, feedback, and other information that User provides to ECS regarding its products, platforms, and/or services (collectively, “Feedback”) shall be deemed, and will be treated by ECS, as non-proprietary to User, and may be used by ECS for any purpose without acknowledgement or compensation. Except as expressly set forth in these Terms, no other licenses or rights are acquired by or granted to User and ECS reserves all rights, title and interests in and to its intellectual property and Products and Services.

8. Data & Privacy. Use of the Products and Services is subject to the ECS Privacy Policy and Terms of Use Policy located at https://staarmaster.com/privacy-policy and https://staarmaster.com/terms-of-use, respectively.

9. Confidentiality. In connection with these Terms, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”). Confidential Information means any data or information, oral or written, that relates to a party, or any of its business activities, technology, developments, inventions, processes, trade secrets, know how, plans, financial information, customer and supplier lists, forecasts, and projections. Confidential Information also includes the terms of these Terms. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information except as authorized and as necessary in connection with these Terms. Each party shall use the Confidential Information of the other party solely for the purpose of performing obligations or exercising rights under these Terms and shall only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. However, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice to the other party to contest such order or requirement. Each party shall promptly notify the other party in the event any unauthorized access to Confidential Information is suspected. Upon the termination or expiration of these Terms, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be obligated to purge information archived pursuant to their normal document retention procedures or required to be maintained by applicable law if the provisions of this section otherwise continue to be strictly observed.

10. Representations; Warranties. Both parties represent and warrant that they shall comply with all applicable laws, rules and regulations in connection with the performance of their respective obligation and exercise of rights. ECS further represents and warrants that the Products and Services shall operate substantially according to its specifications. In the event the Products and Services does not operate substantially according to its specifications, User must provide ECS with written notice within thirty (30) days of any such failure. As ECS’s sole obligation, and User’s exclusive remedy, ECS shall make commercially reasonable efforts to properly resolve such performance issues. Notwithstanding anything to the contrary, ECS is not responsible for errors or problems using the Products and Services which are due to User’s environment, misuse of the Products and Services or other matters outside the reasonable control of ECS.

11. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED BY ECS "AS IS" AND ECS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ECS DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL MEET USER’S SPECIFIC REQUIREMENTS OR WILL BE UNINTERRUPTED.

12. Limitation of Liability. IN NO EVENT WILL ECS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE PRODUCTS AND SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ECS’S CUMULATIVE LIABILITY TO USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO ECS BY USER DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM UNDER THESE TERMS.

13. Indemnification. ECS shall defend, indemnify and hold harmless User, its affiliates, successors and assigns, and each of their officers, directors, clients and agents (“Indemnitees”), against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs) (“Claims”), arising out of or in any way connected with a claim that the Products and Services infringes the intellectual property rights of any third party. User shall defend, indemnify and hold harmless ECS and its Indemnitees against and from any Claims arising out of or in any way connected with User’s ultimate use of the Products and Services, including any claims from

14. User’s students and staff, except to the extent caused by a breach of these Terms by ECS. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity (provided that a failure or delay in providing such notice shall not relieve the indemnifying party's obligations, except to the extent prejudiced by such failure or delay); (ii) granting complete control of the defense and settlement to the indemnifying party, provided that the indemnifying party will not acquiesce to any judgment or settlement without the indemnified party's prior written consent, unless it obtains a full and final release of all claims against the indemnified party and such judgment or settlement does not impose any requirements or restrictions upon the indemnified party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party's expense, in the defense and settlement of such claim. The indemnifying party shall provide the indemnified party the option to engage separate counsel, at the indemnified party’s expense, to participate in any claim giving rise to indemnification hereunder. The indemnifying party may settle any claim, to the extent it seeks a money payment, with or without the consent of the indemnified party. The indemnifying party must obtain the indemnified party’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified party’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed

15. Publicity. ECS may identify User as a customer of the Products and Services for promotional purposes, including displaying User’s name, logos and trademarks on ECS’s website and in ECS’s publicity materials.

16. General. These Terms incorporate by reference any terms or policies set forth by ECS on the Products and Services. If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of these Terms. User may not assign these Terms to any other entity without the prior written consent of ECS, whether by operation of law or otherwise, except in connection with a merger, change of control or sale of substantially all of its assets to a party that is not a direct competitor of ECS. These Terms shall inure to the benefit of the parties’ permitted successors and assigns. The provisions of Sections 3, 4, 6, 7, 8, 9, 11, 12, 13, 14, 15 and any accrued payment obligations shall survive the termination of these Terms. Except as set forth herein, these Terms sets forth the entire agreement between the parties on this subject matter contained herein and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. In the event of any conflicts between these Terms and the Quote, the Quote shall prevail. These Terms shall be governed by the laws of the State of Texas and each party submits to exclusive jurisdiction and venue in the courts located in Comal County, Texas for all matters.