Stellashare
 I.  Introduction

  This is an Agreement between you and Stellashare, LLC (hereinafter, “Stellashare”, “us”, “we”, or “our”), and it outlines important terms that you will agree to as a result of: (i) using the Web site located at (hereinafter, “the Site”); (ii) utilizing our file sharing services that allows you to share photos, texts or files to designated recipients (hereinafter, collectively, “the Services”) whether accessed through the Site, via a mobile application or otherwise; or (iii) using any of our other products or services.

  In addition to your agreement to be bound by these Terms of Use, you will also agree to be bound by Stellashare’s corresponding Privacy Policy located here: stellashare.com\privacy the terms of which are incorporated by reference.

  Please read the rules contained in this Agreement carefully. By visiting  the Site, and/or downloading, using or registering to use our Services, you agree to comply with these rules.

  II. Changes to the Agreement

  We will make changes to this Agreement from time to time.  Any material changes will take effect immediately for new users and upon the expiration of thirty days after notification for current users.  Any use of the Site or Services  after the 30-day notice period constitutes your acceptance of any change.  Unless explicitly stated otherwise, any new features that augment the current Services, including the release of new Services, shall be subject to this Agreement.

  If you cannot agree with these rules, please do not visit the Site or utilize the Services or products, create a User Account (as defined below) or register for a Stellashare Subscription (as defined below).  Your failure to follow these rules, whether listed below or communicated on or by or through other features of the Site  may result in suspension or termination of your access to the Site or deletion of your User Account and termination of your Stellashare Subscription.


  III.  Grant of Limited License and Use Rights

  Subject to your agreement and continuing compliance with this Agreement, Stellashare grants you a non-exclusive, non-transferrable, revocable limited license subject to certain limitations outlined herein to access and use the Site and Services using a Web browser or mobile device.  Stellashare grants you the limited right to use the Site and Services only for your use on a device that you own or control and as permitted by the relevant platform providers.

  IV. Intellectual Property Ownership

  Stellashare owns, or is the licensee to, all right, title and interest in and to the Site and all materials associated with the Services or its products, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof.   By utilizing the Services or visiting the Site you agree that you will not violate any of Stellashare’s intellectual property rights.   You will not copy, modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble or otherwise attempt to derive source code from the Site and you will not remove, obscure, or alter Stellashare’s copyright notice, trademarks or other proprietary rights notices that may be affixed to or contained within the Site.

  The Site and its content are protected by state, national and international copyright, trademark and other intellectual property laws, and are the property of Stellashare or its licensors. The copying, reproduction, publication, display, rearrangement, redistribution, modification, revision, alteration, cropping, re-sizing, reverse engineering, movement, removal, deletion, or other use or change by you, directly or indirectly, of the Site or its content including but not limited to the removal or alteration of advertising, is strictly prohibited.  Platform providers are not responsible for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim.

  The trademark STELLASHARE is owned by Stellashare.  All other trademarks appearing on the Site are trademarks of their respective owners and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement by their owners is expressly made.


  V.  Account Registration and Fees

  A.  Registration Information

  Stellashare may require that you set up a user account (“User Account”) to use the Services.  In order to do so, you must provide certain personal information as defined in the Privacy Policy portion of this Agreement (“Registration Information”).   For more information about the collection of information required to create an account, please visit our Privacy Policy located here: stellashare.com\privacy.  All Registration Information will be subject to the terms of our Privacy Policy.

  You agree and represent that all Registration Information provided by you at the time of registration is accurate and up-to-date. You may not impersonate, imitate or pretend to be somebody else when registering and/or setting up a User Account.  If you provide any Registration Information that is untrue or inaccurate, not current, or incomplete, or if Stellashare suspects that your Registration Information is untrue, inaccurate, or incomplete, then Stellashare may, in its sole discretion, suspend, terminate, or refuse future access to the Services, Subscription or User Account.

  B.  Account Responsibility

  If any of your User Account information changes or if you have reason to believe that your User Account is no longer secure, you must update your account by using the appropriate update mechanism on the Site, if available. Stellashare is not responsible for any unauthorized use of your User Account.  If you believe there has been unauthorized use of your User Account, you must notify Stellashare immediately. You are responsible and liable for any conduct on the Site under your User Account.

  Only the authorized licensed user is permitted to use the password protected Services within Stellashare.   If you loan or disclose your user name and password or otherwise knowingly or unknowingly allow unauthorized access to the Services you will be billed a full month’s fee for each month an unauthorized user logs into Stellashare.

    C.  Types of Fees
  Stellashare provides a monthly subscription service (“Stellashare Subscription” or “Subscription”) for its Services.  Stellashare’s monthly/yearly fee will be automatically charged to the credit card information entered and held on file by Stellashare.

  a.  A Subscription Fee, which is a monthly/yearly fee associated with a Stellashare  Subscription, are: (i) recurring charges, unless terminated as discussed below; and (ii) prepaid on the first day of the month for which the Subscription services are incurred.

  b.  Any other authorized charges during the course of any month will be charged.

  c.  The fees outlined herein, and any additional fees, are non-refundable.

    D.  End Share or Termination of Subscription

  a.  If you elect the End Share feature, you must do so before your subscription  renews each month/year in order to avoid billing of Subscription Fees for the renewal term to your credit card on file with Stellashare.   You will continue to be billed the aforementioned monthly/yearly fees until you close your Stellashare Account from the user Profile page.

  b.  If you elect the End Share or termination feature, you will have 14 days to view, copy, move, download or otherwise access the photographs, text, files or other data associated with your User Account.   At the expiration of the aforementioned 14 days, any photographs, text, files or other data associated with your User Account will be deleted.  You will receive an email notification reminding you of said deletion the day that you end your share, 8 days after you end your share, and the day that Stellashare will delete your photographs, texts, files or other data associated with your account.   If you elect to create a new User Account before the expiration of the 14 days, you will be allowed to move or migrate all photos, data associated with your old User Account to a new User Account.
c. You will not be refunded for any partial month or year if share group is terminated prior to month’s or year’s end.

    E.  Non-Payment and Removal of Photographs
  Upon non-payment of fees or other charges when due, your User Account will be deactivated immediately until valid payment is received for all outstanding balances.  In the event that a user fails to remit payment of ALL outstanding balances for 30 days after payment becomes due and owing, Stellashare reserves the right to delete all photographs associated with or posted to the user’s account.

    F.  Change In Payment Information.
  It is your responsibility to notify Stellashare of any changes to your credit card information provided. In the event that your credit card information is deemed invalid and another automatic payment option for all recurring charges is not set up prior to the recurring charge date, all user access will be deactivated immediately until valid payment is received for all outstanding balances.
  VI. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

  YOU ACKNOWLEDGE THAT YOU ARE USING THE SITE AT YOUR OWN RISK. THE SITE IS PROVIDED "AS IS", AND STELLASHARE, ITS AFFILIATES AND ASSIGNS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SITE OR SERVICES.  STELLASHARE AND ITS AFFILIATES AND ASSIGNS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE ITSELF WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED VIA THE SITE. STELLASHARE ITS AFFILIATES AND ASSIGNS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF THE SERVICES VIA THE SITE OR OTHERWISE, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, YOUR ACCESS TO OR INABILITY TO ACCESS THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, YOUR USE OF OR RELIANCE ON THE SITE OR ANY OF THE SERVICES, MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE  SITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.  YOU HEREBY AGREE TO RELEASE STELLASHARE ITS AFFILIATES AND ASSIGNS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR THE SERVICES.

  VII.  INDEMNIFICATION

  YOU WILL INDEMNIFY AND HOLD HARMLESS STELLASHARE ITS AFFILIATES AND ASSIGNS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES, FROM ANY CLAIM MADE BY ANY THIRD PARTY DUE TO OR ARISING DIRECTLY OR INDIRECTLY OUT OF YOUR CONDUCT OR IN CONNECTION WITH YOUR USE OF THIS SITE AND SERVICES, ANY ALLEGED VIOLATION OF THE CORRESPONDING PRIVACY POLICY AND TERMS OF USE, AND ANY ALLEGED VIOLATION OF ANY APPLICABLE LAW OR REGULATION.  STELLASHARE RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, BUT DOING SO WILL NOT EXCUSE YOUR INDEMNITY OBLIGATIONS.

  VIII.   User Generated Content and Information

  Stellashare may provide its members with access to a forum which allows for you and other users to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to Stellashare and other users via email, text or other means (“User Generated Content”). Stellashare will not claim ownership to such User Generated Content, but you, the user, hereby grant to Stellashare, a non-exclusive, royalty-free, irrevocable, world-wide license in and to your User Generated Content.  Such license of your User Generated Content will allow Stellashare to use, reproduce, transmit, copy, exhibit, display, print, publish, and otherwise use the User Generated Content and any derivative works created therefrom.

  You represent and warrant that you own or have a license, right or other type of permission to use and exploit such User Generated Content in all manner contemplated herein.   You agree to indemnify and hold Stellashare, and its affiliates and assigns harmless from any demands, loss, liability, claims or expenses, and attorney’s fees made against us by any third party arising out of or in connection with your User Generated Content.

  IX. Rules of Usage

  You may not provide to or post any User Generated Content on or through the Site any graphics, text, photographs, images, video, audio or other material that constitutes junk mail, spam, advertising, and/or commercial offers. You may not repeat the same posting multiple times in a day or week. You agree not to use any obscene, indecent, or offensive language or to provide to or post on or through the Site or the App any graphics, text, photographs, images, video, audio or other material that is defamatory, abusive, bullying, harassing, racist, hateful, or violent.

  You may not provide to or post any User Generated Content on or through the Site any graphics, text, photographs, images, video, audio or other material that is encrypted, invades anyone’s privacy, or illustrates, references or encourages conduct that would constitute a criminal offense, give rise to civil liability, or that otherwise violates any local, state, federal, national or international law or regulation (e.g., drug use, solicitation of sex).

  User Generated Content does not reflect the views of Stellashare.   Stellashare does not have any obligation whatsoever to monitor, edit, or review any User Generated Content on the Site.   Stellashare will fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity of anyone posting any such information or materials.

  X.  Responsibility for Minors
  In cases where you have authorized a minor to use Stellashare, you recognize that you are fully responsible for the online conduct of such minor, controlling the minor’s access to and use of Stellashare, and the consequences of any misuse by the minor. You acknowledge that some of the areas of Stellashare may contain material that is inappropriate for minors.

  XI. Third Party Web sites

  As part of the offered Services, you will be able to access third party Sites, which provide their own services and content.  We do not control those third-party services and content.

  XII.  Purchases

  You may also elect to purchase items from third party Web sites accessed through the Site.  At no time does Stellashare act as an agent for such a sale.  Stellashare does not and will not process or retain any of your credit card information associated with any purchase from a third party Site.  Transactions for the sales of any such item shall be between the user and the third party seller, distributor, or manufacturer without any involvement of Stellashare or its third party service providers. You agree that Stellashare is not responsible, and shall have no liability to you, with respect to merchandise or products, featured or mentioned on the Site. Stellashare does not warrant any of the merchandise or products featured or mentioned on the Site.

  XIII. Notice of Infringement Claims

  Stellashare respects the intellectual property of others, and we ask our users to do the same. If you believe that your intellectual property has been copied in a way that constitutes copyright infringement, or that your trademarks or other intellectual property rights have been otherwise violated, please contact Stellashare as outlined below with the following information in a written notice in writing or electronically:

  1.  A description of the copyrighted work or other intellectual property that you claim has been infringed;
  2.  A description of where the material that you claim is infringing is located on the site, with enough detail that we may find it on the site;
  3.  Your address, telephone number and e-mail address;
  4.  A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  5.  A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf;
  6.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

  Please note that, because of security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

  XIII. Suspension of Access to the Web site

  Stellashare has the right to terminate and/or suspend your ability to access the Site the Services for any or no reason, without notice.

  XIV.  Arbitration

  You agree to arbitrate all Disputes between you and Stellashare, its affiliates and assigns, except disputes relating to Stellashare’s intellectual property rights.  The term, “Disputes”, means any action or other controversy between you and Stellashare concerning the Services or this Agreement, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis.

  In the event of a Dispute, you much send written notice detailing the Dispute to Stellashare at the below address to determine whether the Dispute can be resolved immediately.  If the Dispute cannot be resolved, you and Stellashare shall settle the Dispute by binding arbitration before a neutral arbitrator in San Francisco, California whose decision will be binding except for a limited right of appeal under the U.S. Federal Arbitration Act.  Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes.   Each party shall bear its own costs.

  XV. Severability

  If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

  XVI.  Waiver

  No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provisions under these terms shall not constitute a waiver of such right or provision.

  XVII. Contact Stellashare

  Please direct any inquiries or complaints as outlined in this Agreement to the below address:

  Stellashare, LLC
  Attn: Web site Terms of Use
  Email:    support@stellashare.com

  If you do not agree to the above terms and conditions, you are forbidden from utilizing the Site or registering for the Services.