These terms and conditions of use are a legal agreement (this “Agreement”) between you (“You” or “Your”) and BeeReaders, Inc., with offices at 115 Wild Basin Rd. S. Suite 307, Austin, TX 78746 (“BeeReaders Inc.” or “we”, “us” or “our”), establishing terms and conditions under which You will access and use the services and features (the “BeeReaders Inc. Services”) available on BeeReaders Inc.’s website located at BeeReaders.com and all related sub-domains, tools, and services or through downloadable applications we make available to you (collectively, the “Website”). By using the Website and Services, You unconditionally agree to the terms and conditions set forth in this Agreement and the BeeReaders Inc. Privacy Policy available on the Website. We may update these Terms and Conditions of Use or our Privacy Policy at any time, and Your continued usage of the Website after any update constitutes Your acceptance of any revisions to these Terms and Conditions of use or our Privacy Policy. 1. USERS; GENERAL ACCESS. You may be accessing and using the Website as (i) an administrator, teacher or staff member (“Educator”) of a school or other educational facility (“School”), (ii) a student enrolled at a School (“Student”) or (iii) a parent or legal guardian of a Student (“Parent”). Your right to use the Website is limited in scope, revocable, personal, non-transferable and non-exclusive. You are responsible for obtaining any equipment and Internet service necessary to access the Website and services provided by BeeReaders Inc. (“Services”). You acknowledge that the Website is evolving and that the form and nature of the Website, including the Services accessible via the Website, may change from time to time without notice to You. If there is a separate, signed agreement between You, or the School that You work for, or at which You or Your child is a Student at, and us a (“Signed Agreement”), the Signed Agreement takes precedence over this Agreement regarding any inconsistent terms. 2. ACCESS AND USE TERMS (a) General Access and Use Rights. Subject to the terms and conditions of this Agreement, BeeReaders Inc. hereby grants to You, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Website solely (i) if You are an Educator, to educate students at the School at which You are employed; (ii) if You are a Student, for your personal educational use; and (iii) if You are a parent, for the purpose of monitoring Your Student’s use of the BeeReaders Inc. Services. For Educators, Students or Parents, Your access to the Website must be via login credentials to be provided by BeeReaders Inc. or the applicable School (“Login Credentials”). You agree that You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials have been or may be used without Your permission so that appropriate action can be taken. You may not (i) create more than one account to access the Website, (ii) share your Login Credentials with any third party or (iii) transfer your account on the Website to any third party. BeeReaders Inc. is not responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials. You agree that You shall not rent, resell, or remarket the BeeReaders Inc. Services or to provide access to BeeReaders Inc. Services to any third party. BeeReaders Inc. may terminate any Login Credentials in its sole discretion; You may not be entitled to create a new account to access the Website if your prior Login Credentials have been terminated by BeeReaders Inc. (b) Your Submissions of Content. You represent and warrant to us that You have the right to provide all content that you submit to the BeeReaders Inc. Services (the “Submissions”) for the purposes of this Agreement. Subject to any restrictions which the BeeReaders Inc. Services enable You to establish when You submit a Submission, You hereby grant to BeeReaders Inc. and any and all third parties the right to view and distribute such Submissions without restriction and You acknowledge that such Submissions may be widely disseminated and viewed by large numbers of people, including without limitation other Students, Educators or Parents at the applicable School. (c) Privacy; Rights in Your Data. You will own any data or information that You submit to the Website, and all such information is subject to our Privacy Policy. You hereby represent and warrant that (i) all data You submit to BeeReaders Inc. or the Website (“Your Data”) will be true and correct and (ii) You have the right to provide any and all of Your Data that You provide for the purposes of this Agreement. You hereby grant to BeeReaders Inc. a perpetual, irrevocable, royalty-free right to use Your Data and Submissions for any purpose, subject in all respects to our Privacy Policy. If You object to Your Data being used in a manner permitted by this Agreement and the Privacy Policy, please do not use this Website. Upon termination of Your Login Credentials for any reason, You may no longer have access to any of Your Data or Submissions that You provided to the Website, subject to the terms of any Signed Agreement between Your School and us. (d) Usage by Children. Parents must agree to this Agreement on behalf of their children who are Students prior to any use of the BeeReaders Inc. Services by their children. If You are a Parent and You do not agree to the use of the BeeReaders Inc. Services by Your children, please notify BeeReaders Inc. at support@beereaders.com with your Login Credentials and we will immediately terminate the Login Credentials of Your children who are Students. (e) Term. This Agreement shall be in effect from the date that You click on “CREATE ACCOUNT” and shall continue to be in effect until the first to occur of (x) the expiration or termination of the Signed Agreement; (y) Your request in writing that we terminate this Agreement and Your Login Credentials; or (z) BeeReaders Inc.’s revocation of Your Login Credentials. BeeReaders Inc. reserves the right to discontinue or cease any of all Services provided by this Website, and this Agreement, at any time in our sole discretion. Sections 2(c), 2(d), 2(e), and 4 through 9 of this Agreement shall survive the expiration or termination of this Agreement according to their terms. 3. STANDARDS OF CONDUCT AND APPLICABLE LAW. (a) Conduct. You may not use this Website or BeeReaders Inc. Services to: post any Submissions or transmit via or through the Website any information, data, text, images, files, links, software, chat, communication or other content that is, or which BeeReaders Inc. considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content; sell or promote any products or services that are unlawful in the location at which the Submission is posted or received; sell or promote controlled pharmaceutical substances, tobacco, firearms or alcoholic beverages; introduce viruses, worms, Trojan horses and/or harmful code to the Website or on the Internet; display material that exploits children under 18 years of age; post any Submissions or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property rights of any third party; promote, solicit or participate in multi-level marketing or pyramid schemes; harass, embarrass or cause distress or discomfort upon another participant, user or other individual or entity; impersonate any other person, including but not limited to an Educator at the School, a Student, a Parent, BeeReaders Inc. official, expert or bulletin board leader, guide or host; post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent’s consent in case of a child under 18 years of age); post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors or promotion of raffles or contests; intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Website or in connection with Your use of the Website, in any manner; invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; or collect, save or otherwise download content from our Website using automated means such as bots, robots or scrapers. BeeReaders Inc. reserves the right, without prior notice and in its sole discretion, to decide whether Submissions violate this Agreement for any of the above reasons or for any other reason and if BeeReaders Inc. does so, to remove such Submissions which You post to the BeeReaders Inc. Services and/or terminate Your access the BeeReaders Inc. Services. We reserve the right to remove any Submissions from the BeeReaders Inc. Services at any time in our sole discretion. (b) Applicable Law. Your use of BeeReaders Inc. Services and this Website is subject to all applicable, local, state, national laws, and regulations. You may only use BeeReaders Inc. Services and this Website for lawful purposes. You shall not use or allow others to use this Website in any manner that attempts to or is likely to, violates any applicable laws or regulations or violates or infringe any intellectual property rights, rules of publicity or privacy. If You share content using the BeeReaders Inc. Services, whether as a Submission, Your Data or otherwise, then You are solely responsible for ensuring that such content conforms to the standards of conduct set forth herein. 4. INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS. (a) Restrictions. You shall not, and shall not permit any person or entity to (i) use the BeeReaders Inc. Services on a service bureau, time-sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the BeeReaders Inc. Services; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the BeeReaders Inc. Services or any software component of the BeeReaders Inc. Services; (iv) use, or allow the use of, the BeeReaders Inc. Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (v) act in a fraudulent, tortious, malicious, or negligent manner when using the BeeReaders Inc. Services; or (vi) circumvent or disable BeeReaders Inc.’s copyright protection mechanisms or license management mechanisms. (b) Ownership. You acknowledge that the structure, organization, intellectual property such as trademarks or trade secrets and code used in conjunction with the BeeReaders Inc. Services and this Website are proprietary to BeeReaders Inc. and that BeeReaders Inc. and/or its licensors retain exclusive ownership of the Website, BeeReaders Inc. Services documentation, and any other intellectual property rights relating to the Website or BeeReaders Inc. Services, including all modifications, enhancements, derivatives, and other software and materials relating to the Website or BeeReaders Inc. Services, and all copies thereof. You shall not sell, transfer, publish, disclose, display or otherwise make available the BeeReaders Inc. Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by BeeReaders Inc. or copies thereof to others in violation of this Agreement. As noted above, student records obtained by BeeReaders Inc. from schools, districts, and local education agencies remain the property and are under the control of the disclosing entity pursuant to our Privacy Policy and these Terms of Service. (c) No Other Rights. Except as expressly set forth in this Agreement or other written agreement between You and BeeReaders Inc., no license or other right in or to the Website, Services or content is granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved. (d) Suggestions. If You provide any feedback, improvements or other suggestions (collectively, “Suggestions”) to BeeReaders Inc. for improvements to the Website or BeeReaders Inc. Services, You hereby grant to BeeReaders Inc. a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license under such Suggestions to exploit and distribute the Suggestions in connection with the Website, BeeReaders Inc. Services and any other products or services 5. LIMITED WARRANTY. (a) Mutual Warranties; Disclaimer. Each of You and us represents and warrants to the other party that such party has the legal power to enter into this Agreement. BeeReaders Inc. does not warrant or represent that the BeeReaders Inc. Services or the Website will be error-free, uninterrupted or secure. (b) Disclaimers. You acknowledge that the Website and BeeReaders Inc. Services are provided “AS IS” and is based in part on Submissions provided by Students and Educators, which are not verified by BeeReaders Inc., and that any content acquired through the use of the Website is at Your sole risk and discretion. BeeReaders Inc. and its suppliers are not liable or responsible for any results generated through the use of the Website. EXCEPT AS SET FORTH IN THIS SECTION 5, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT. (c) Exclusion for Specific Jurisdictions. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You. 6. LIMITATION OF LIABILITY. (a) Limitation. BeeReaders Inc.’s aggregate liability for all claims arising from this Agreement, cumulatively between You and BeeReaders Inc., shall not exceed one hundred United States dollars ($100). Further, BeeReaders Inc. shall not be liable for any property damage caused by the use of the Website or BeeReaders Inc. Services reports produced through the use of BeeReaders Inc. Services or by any errors, delays or failures of the Website or the BeeReaders Inc. Services. (b) Disclaimer. IN NO EVENT SHALL BeeReaders Inc., ITS LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WEBSITE OR BeeReaders Inc. SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BeeReaders Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. (c) No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, BeeReaders Inc. DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF THE WEBSITE OR BeeReaders Inc. SERVICES BY ANYONE OTHER THAN YOU. 7. INDEMNIFICATION. (a) By You. You shall indemnify and hold BeeReaders Inc., its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by (i) Your Submissions or referrals hereunder, (ii) Your use of the Website and/or BeeReaders Inc. Services; (iii) Your use of any Submissions that You acquire via the Website or BeeReaders Inc. Services and/or (iv) Your gross negligence or willful misconduct. (b) By BeeReaders Inc. BeeReaders Inc. shall indemnify and hold You harmless from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees) and damages awarded to a third party to the extent caused by a claim alleging that the BeeReaders Inc. Services (excluding all Submissions) directly infringes a copyright, a U.S. patent issued prior to the commencement of the term of this Agreement or a trademark of any party. (c) Procedure. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense. 8. NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT AGENT. If You believe any materials accessible on or from this Website infringe Your copyright, You may request removal of those materials (or access thereto) from this Website by contacting BeeReaders Inc.’s copyright agent (identified below) and providing the following information: Identification of the copyrighted work that You believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work. Identification of the material that You believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material. Your name, address, telephone number and (if available) email address. A statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law. A statement that the information that You have supplied is accurate, and indicating that under penalty of perjury, You are the copyright owner or are authorized to act on the copyright owner’s behalf. A signature or the electronic equivalent from the copyright holder or authorized representative. BeeReaders Inc.’s agent for copyright issues relating to this Website is as follows: Copyright Agent BeeReaders Inc.com Inc. 115 Wild Basin Rd. S. Suite 307, Austin, TX 78746 E-mail: support@beereaders.com In an effort to protect the rights of copyright owners, BeeReaders Inc. maintains a policy for the termination, in appropriate circumstances, of users of this Website who are repeat infringers. 9. MISCELLANEOUS. (a) Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Texas, excluding: (i) its conflicts of laws principles to the extent such principles would apply the laws of any other jurisdiction; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. All legal actions concerning this Agreement shall be brought in a court located in Austin, Texas, provided that any party hereto may seek equitable relief in any jurisdiction. All disputes arising out of or relating to this Agreement shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Austin, Texas, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA). You and BeeReaders Inc. shall appoint as sole arbitrator a person mutually agreed by You and BeeReaders Inc. or, if You and BeeReaders Inc. cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, an application may be made to any court for a judicial acceptance of the award, order of enforcement. Notwithstanding the foregoing, BeeReaders Inc. shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. (b) Links to Third-Party Web Sites. This Website may contain links to non-BeeReaders Inc. websites. These links are provided to You as a convenience, and BeeReaders Inc. is not responsible for the content of any linked web site. Any non-BeeReaders Inc. web site accessed from this Website is independent of BeeReaders Inc., and BeeReaders Inc. has no control over the content of that website. In addition, a link to any non-BeeReaders Inc. website does not imply that BeeReaders Inc. endorses or accepts any responsibility for the content or use of such website. (c) No Implied Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by BeeReaders Inc. of that third party or of any product or service provided by a third party. (d) Assignment. You may not assign or transfer this Agreement in whole or in part to any third party. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. (e) Independent Contractors. BeeReaders Inc. and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. (f) Entire Agreement; Amendments. This Agreement, together with the Privacy Policy, any Signed Agreement, and any other terms and conditions set forth on BeeReaders Inc.’s Website, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings, and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties or by an updated Agreement posted on the Website by BeeReaders Inc. in its sole discretion. (g) Export Restrictions. The laws of the United States of America prohibit the export of certain products, software, and data to particular persons, territories and foreign states. Nothing from this Website may be exported, in any way, in violation of United States law. (h) Headings; Severability. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. For Additional Information If You have any questions about the rights and restrictions above, please contact us by email at support@beereaders.com. BeeReaders.com, Inc. All Rights Reserved.