Terms of Service
TransparencED — Terms of Service
Last Updated: August 5, 2026
PLEASE READ THESE TERMS CAREFULLY. They contain a binding arbitration agreement and a class-action waiver (Section 23) that affect how disputes are resolved, and important limitations of our liability (Section 21). You may opt out of arbitration within 30 days as described in Section 23.7.
1. Agreement to These Terms
These Terms of Service ("Terms") are a binding contract between you and TransparencED, Inc., a Delaware corporation ("TransparencED," "Company," "we," "us," "our"), governing your access to and use of our websites, applications, and tutoring-platform services (collectively, the "Service").
By clicking "I have read and agree to the Terms of Service and Privacy Policy" (or a substantially similar control), by accepting an invitation to the Service, or by accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.
We record your acceptance of these Terms and the Privacy Policy. The current Terms and Privacy Policy are always available via the links shown when you accept and in the footer of every page.
2. Eligibility
The Service is offered only to users located in the United States and only to users who can form, to the extent required for the account they hold, a legally binding contract.
The Service is not directed to, and we do not knowingly permit, children under 13. You may not create an account for, or allow use of the Service by, a child under 13. By registering, you represent that you are at least 13 years old and, if you register a Student, that the Student is at least 13. If we learn that we have collected personal information from a child under 13, we will disable the account and delete that information as described in the Children's Privacy Notice.
A Student who is 13 to 17 years old (a "Student") may register, use the Service, and accept these Terms on their own behalf — typically through an invitation from a tutor or organization. A parent or legal guardian need not create the account or accept these Terms for a 13-to-17-year-old Student, though we encourage guardian awareness and involvement. To purchase paid Services, the paying account holder must be an adult (18 or older), as described in Section 10.
If you accept these Terms on behalf of an organization (for example, as a tutoring company's administrator), you represent that you are authorized to bind that organization, and "you" includes that organization.
3. Accounts & Registration
To use most features you must create an account. You agree to (a) provide accurate, current, and complete information; (b) keep it updated; (c) keep your credentials confidential; and (d) accept responsibility for all activity under your account. Notify us promptly of any unauthorized use at security@transparenced.com. We may refuse, suspend, or terminate an account in accordance with these Terms.
When you create an account or accept an invitation, you affirm that you meet the eligibility requirements in Section 2 and that you have read and agree to these Terms and the Privacy Policy as they exist on the date of your acceptance.
4. Minors; Guardian Involvement
4.1 Students 13–17 may use the Service on their own behalf. A Student who is 13 to 17 years old may register, set a password (or sign in with Google), provide profile information such as a date of birth, use the Service, and accept these Terms on their own behalf.
4.2 Guardian involvement. Because many Students are minors, we encourage a parent or legal guardian (a "Parent") to be aware of, and to supervise, the Student's use of the Service. Where a Parent creates or manages an account, purchases Services, or is linked to a Student, the Parent accepts these Terms with respect to that activity and is responsible for supervising the Student's use of the Service. Consent to the recording, transcription, and AI-assisted analysis of tutoring sessions is addressed in Section 8.
4.3 Children under 13 are not permitted. The Service is not intended for, and we do not knowingly collect personal information from, children under 13. We do not offer a mechanism to obtain verifiable parental consent for children under 13; instead, we exclude them from the Service. By registering a Student, you confirm that the Student is at least 13. If we learn that a user is under 13, we will disable the account and delete the associated personal information as described in the Children's Privacy Notice.
4.4 Effect. To the maximum extent permitted by law, the dispute-resolution, limitation-of-liability, and other protective provisions of these Terms apply to claims arising out of the Student's use of the Service. Where a Parent accepts these Terms or manages a Student's account, those provisions are also enforceable against the Parent. If a Student is later determined not to be bound by a given provision because of their age, that determination does not affect the enforceability of these Terms as to any Parent or other adult account holder.
5. The Service; License
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended educational purpose. We reserve all rights not expressly granted. We may modify, suspend, or discontinue any part of the Service at any time.
6. Your Content
You retain ownership of the content you submit, upload, or create through the Service ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process Your Content solely to provide, secure, support, and improve the Service for you and your account, and as otherwise described in the Privacy Policy. You represent that you have the rights necessary to grant this license and that Your Content does not violate these Terms or any law.
7. AI Features, Iris, and Important Disclaimers
7.1 What Iris is. The Service includes AI-powered features we call "Iris." Iris is artificial intelligence — automated software powered by third-party large-language models (currently Anthropic's Claude). Iris is not a human, not a licensed teacher, and not a substitute for a qualified human educator. Iris generates tutoring content, warm-ups, and practice; converses with students; and may check or comment on student answers. When you interact with Iris, you are interacting with an automated system, not a person.
7.2 No guarantee of accuracy. AI systems can be wrong. Iris may produce content, explanations, hints, or answer assessments that are inaccurate, incomplete, outdated, or inappropriate, including marking a correct answer wrong or a wrong answer right, or teaching an incorrect method. We do not warrant that any AI-generated output is accurate, reliable, complete, or fit for any particular purpose. AI output is provided "as is" and for educational support only. You and your Students should independently verify important information and rely on a qualified human educator — including the human tutor on the platform — for educational decisions. Iris does not replace professional educational, psychological, medical, or other professional advice.
7.3 Human oversight. The Service is designed so that a human tutor remains responsible for the Student's instruction. Iris assists tutors and students; it does not make final educational determinations without a human in the loop where those determinations are consequential. Tutors review, confirm, and may override Iris's assessments.
7.4 Automated determinations and inferences. The Service uses automated processing to estimate a Student's mastery, to personalize and steer what a Student is shown (for example, "Smart Paths" roadmaps and warm-up routing), and, from session transcripts, to infer things such as engagement or emotional tone. These are automated estimates and inferences, not authoritative measures of ability or state of mind, and a human tutor remains in the loop for consequential decisions. You may contact us at privacy@transparenced.com to ask about, object to, or request human review of automated determinations; we handle such requests as described in our Privacy Policy. Making a request does not remove the human tutor's services.
7.5 Ownership of AI output. Subject to your subscription, we grant you a non-exclusive, revocable license to use AI-generated output produced for you, as is, for your own non-commercial educational use. AI-generated output may not be protected by copyright and may be similar or identical to output generated for others. We make no representation that AI output is original or may be relied upon as authoritative.
7.6 Third-party AI providers. Iris uses third-party AI model providers (currently Anthropic) as subprocessors, governed by our agreements with them and our Privacy Policy.
8. Session Recording, Transcription, and AI Analysis
8.1 Sessions are audio-recorded. Live tutoring sessions are audio-recorded. The session audio is captured through our video provider (Amazon Web Services / Amazon Chime) and stored on our behalf. If we introduce video recording of sessions in the future, we will update these Terms and the applicable notices before doing so.
8.2 Transcription and AI analysis. Recorded session audio is transcribed using an automated speech-to-text service (Amazon Transcribe), and the transcript is analyzed by AI to generate learning insights, summaries, mastery estimates, and recommendations for the tutor, the student, and (where applicable) the Parent and the organization. This analysis may also infer things such as engagement or emotional tone. These insights are software-generated inferences and may contain errors.
8.3 Consent to recording. Sessions are recorded, and recording begins when a session starts. By accepting these Terms (which disclose recording) and by joining a session, you consent to the recording, transcription, storage, and AI analysis described here. If you are in a state that requires all parties to a communication to consent to its recording, joining a session — with notice that it is recorded — constitutes your consent; if you do not consent, do not join the session. A participant who does not wish to be recorded should not join the session.
8.4 Consent on behalf of a minor. A Parent who enrolls or accompanies a Student represents that they have authority to, and do, consent on the Student's behalf to the recording, transcription, storage, and AI analysis of sessions.
8.5 No covert recording by you. You agree not to separately record, screen-capture, or redistribute any session except through features we provide and as permitted by applicable law.
8.6 Withdrawing consent. If you do not wish a session to be recorded, do not join the session. You may withdraw consent for future sessions by contacting privacy@transparenced.com; withdrawal applies prospectively. Declining recording may limit or prevent learning-insight features that depend on session transcripts.
8.7 Biometric data. Our session features are not designed to identify you biometrically. Recorded audio is transcribed by an automated speech-to-text service, which may separate speakers within a recording so the transcript can attribute who said what; we do not use that processing to build a voiceprint or facial-geometry template that identifies you, and we do not retain a biometric template of your voice or face for identification. It is not our intent to create or use a "biometric identifier" or "biometric information" as defined under the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas CUBI Act, the Washington biometric-privacy law, or similar laws. If we introduce a feature that would create or use a biometric identifier, we will first provide the disclosures and obtain the written consent those laws require.
9. Safety, Conduct, and Interactions with Minors
Many Students are minors. Because the Service facilitates live video, messaging, and document sharing between adult tutors and Students, the following rules are a material condition of access.
9.1 All communication must occur on the Platform. You may not request, share, or use off-Platform contact information (personal phone, personal email, social-media handles, home address) to communicate with a Student or tutor met through the Service. Moving communications off the Platform defeats the Service's safety and oversight features and is grounds for immediate termination and, where appropriate, referral to law enforcement.
9.2 No private, unsupervised contact. Tutors may not arrange to meet a Student outside a scheduled, family-authorized session, transport a Student, or contact a Student through any personal channel.
9.3 Professional conduct only. Tutors must maintain professional boundaries at all times: no romantic or sexual content, advances, or innuendo; no requests for personal photos or video; no gifts or money outside agreed fees; no encouragement of secrecy from a Parent; no provision of alcohol, drugs, or age-inappropriate material; and no content or conduct that exploits, sexualizes, endangers, or harms a minor.
9.4 Zero tolerance for child endangerment. Any sexual conduct, solicitation, grooming, exploitation, or abuse directed at a minor — and any child sexual abuse material ("CSAM") — is strictly prohibited, will result in immediate termination, and will be reported to the National Center for Missing & Exploited Children ("NCMEC") and/or law enforcement as required or permitted by law.
9.5 The Company is a platform and intermediary. The Service is a technology platform that connects families and Students with independent tutors. Tutors are independent contractors and independent service providers, not employees, agents, partners, or representatives of the Company. We do not control, direct, or supervise the day-to-day delivery of tutoring.
9.6 No endorsement; assumption of risk. A tutor's presence on the Service is not an endorsement, certification, or guarantee of that tutor's identity, qualifications, character, fitness, or safety. Profile information is provided by the tutor and is not independently guaranteed by us. To the fullest extent permitted by law, you knowingly and voluntarily assume the risks of using the Service and of any interaction with any tutor, Student, or other user. Parents remain solely responsible for choosing whether a particular tutor is appropriate for their child and for supervising their child's use of the Service.
9.7 Background checks — important disclaimer. We do not perform criminal background checks on tutors and do not independently verify a tutor's qualifications, credentials, references, employment history, or character. The responsibility for evaluating a tutor and deciding whether that tutor is appropriate for your child rests with you, the Parent. We strongly encourage families to conduct their own due diligence and to supervise sessions. No screening, verification, recording, or other measure can guarantee the safety of any interaction.
9.8 Parental supervision. We recommend that a Parent be present or readily available during sessions, that sessions take place in a common, visible area of the home, and that Parents remain involved in the tutoring relationship. The Service is not a substitute for parental supervision.
9.9 Reporting concerns. If a child is in immediate danger, contact 911 (or your local emergency number) first. You may also contact the NCMEC CyberTipline at 1-800-843-5678 / report.cybertip.org, or the Childhelp National Child Abuse Hotline at 1-800-422-4453. Report concerns to us using the in-Service "Report a Safety Concern" tool or safety@transparenced.com. We review reports, may suspend or terminate accounts, preserve relevant records, and cooperate with law enforcement. As required by 18 U.S.C. § 2258A, when we obtain actual knowledge of apparent CSAM, we report it to NCMEC. We do not monitor communications in real time and do not represent that we do.
9.10 Mandatory reporting. Some users — including tutors — may be "mandatory reporters" of suspected child abuse under state law. You are responsible for understanding and complying with any reporting obligations that apply to you.
10. Fees, Billing & Payment
Paid Services are not currently enabled for all users. Where billing is not enabled, the Service is provided to you without charge and the payment, subscription, and payout terms in Sections 10–15 do not apply to you. If and when we enable paid billing, the following terms govern purchases, and references in these Sections to charging, payments, payouts, and Stripe apply only where paid Services and payment processing are enabled.
10.1 Account holder and authorized payer. Accounts that purchase tutoring or subscription services must be held by an adult (18 or older) — typically a Parent. By providing a payment method, you represent that you are its authorized holder and the contracting party for purchases. Students are permitted end users and are not authorized to incur charges.
10.2 Prices and currency. All prices are stated and charged in U.S. dollars. A session's price is the rate displayed at the time it is booked and will not change for that session even if rates later change.
10.3 Taxes. Displayed prices are exclusive of applicable taxes. You are responsible for such taxes (other than taxes on our net income). Where we are required to collect tax, we will add it and state it separately.
10.4 Payment authorization. By booking a paid session, purchasing a package, or subscribing, you authorize us (through our payment processor, Stripe — see Section 14) to charge your payment method, including, for subscriptions, recurring charges as described in Section 11.
10.5 Receipts. We provide an electronic receipt for each charge to the email associated with your account.
10.6 Failed payments. If a charge fails, we may retry it over a period of up to approximately two weeks and notify you. We will not automatically suspend a Student's access for a single failed payment. We reserve the right (which we may decline to exercise) to suspend paid Services and recover reasonable collection and chargeback costs to the extent permitted by law.
10.7 Price changes. We will give at least 30 days' advance notice of any change to recurring subscription pricing, and, where required by law, will obtain your affirmative consent to the new price before it takes effect.
10.8 Platform service fees. Any platform service fee will be disclosed to you before you complete the purchase. As of the Last Updated date, no platform service fee is charged to Parents.
11. Subscriptions & Automatic Renewal
This section governs subscription products, including "Smart Paths." It describes an automatically renewing charge and how to cancel.
11.1 Automatic-renewal disclosure (also shown at checkout).
⚠️ AUTOMATIC RENEWAL — PLEASE REVIEW
- Your subscription continues and renews automatically every month until you cancel.
- You will be charged the monthly amount shown to you at checkout. In any month in which no billable tutoring session occurs for the enrolled subject, that month's charge is skipped.
- You can cancel at any time, online, in just a few clicks, from Account → Billing → Subscription → Cancel, or by emailing billing@transparenced.com. Cancellation is at least as easy as signing up.
- If you cancel, your subscription stays active through the end of the month you already paid for, and then does not renew. Charges already made are not prorated or refunded.
- We will give at least 30 days' notice before any price change.
11.2 Affirmative consent. You will be charged on a recurring basis only after you have been shown the disclosure in Section 11.1 and have affirmatively agreed to the recurring charge through a separate, unchecked authorization. Your acceptance of these Terms at account creation is not by itself authorization for any recurring charge.
11.3 Renewal and term. Each subscription renews automatically for successive one-month terms at the then-current price (subject to Section 10.7 notice) until cancelled before the next term.
11.4 Activity-based skipping. A monthly charge is assessed only for months with qualifying tutoring activity. A month without qualifying activity is skipped (not charged). Skipping is not cancellation; the subscription continues until you cancel.
11.5 How to cancel. You may cancel at any time online (Account → Billing → Subscription → Cancel) or by email (billing@transparenced.com). We will not require you to call, chat with an agent, or complete any step more burdensome than the steps used to subscribe. Cancellation stops all future renewals; you retain access through the end of the current paid month, and we will email a confirmation.
11.6 California residents. Consistent with California law, you may cancel online and the cancellation method is at least as easy as enrollment. We do not currently offer free trials or promotional introductory subscription rates. If we introduce one, we will provide the pre-conversion reminder and trial-terms disclosures that California law requires before any post-trial charge takes effect.
12. Credits & Packages
12.1 Packages. You may purchase a package of prepaid session credits. Package purchases are one-time charges (not subscriptions) and do not renew.
12.2 Credits are prepaid service credits. Credits are applied automatically to eligible sessions, are specific to the subject for which they were purchased, and may not be transferred to another subject, Student, account, or organization. Credits do not expire. Credits have no cash value, are not redeemable for cash, and are not a gift card or general-purpose stored-value instrument.
12.3 Refunds and account closure. Unused credits are handled under Section 13. Unused credits are refundable to the original payment method on request within 12 months of account closure, and are never forfeited for mere inactivity.
13. Refunds
13.1 Subscriptions. Subscription charges are not prorated or refunded. On cancellation, access continues through the end of the paid month and does not renew.
13.2 Sessions and packages. If a paid session did not occur, was cancelled within any applicable window, or did not conform to what was purchased, you may request a refund or, at our or your organization's option, a subject-scoped credit or a make-good of equal value. A session paid by credit is refunded by restoring one credit. Whether no-shows and late cancellations are billable is set by your organization and disclosed in your booking flow.
13.3 How to request. Contact billing@transparenced.com or your organization within 30 days of the charge. Refunds are issued to the original payment method.
13.4 Make-goods. Where a cash refund is not available (for example, where a payout to a tutor has completed), we or your organization will provide a make-good in subject-scoped credit(s) or an equivalent cash payment.
13.5 Chargebacks. Please contact us first — most issues resolve quickly. We reserve the right to recover the costs of disputes resolved in our favor as permitted by law and card-network rules.
14. Payments Processing (Stripe); No Money Transmission
14.1 Stripe processes payments. Payment processing is provided by Stripe and is subject to the Stripe Connected Account Agreement and Stripe Services Agreement (the "Stripe Terms"). By using the Service's payment features, you agree to the Stripe Terms. We are not a party to your relationship with Stripe and are not responsible for Stripe's services.
14.2 We are not a bank or money transmitter. TransparencED is a technology platform that connects families with independent tutors and organizations. We are not a bank, money services business, money transmitter, or payment processor, and do not take deposits or hold funds for you as a depository. Where payment processing is enabled, all movement of funds is performed by Stripe as the regulated processor.
14.3 Card data. We do not store full payment-card numbers; payment-card data is collected and stored by Stripe in a PCI-compliant manner.
15. Tutor Payouts & Independent Contractor Terms
This Section applies to tutors and organizations who receive payouts ("Tutors").
15.1 Independent contractor. Tutors are independent contractors, not employees, agents, partners, or joint venturers of the Company. Nothing in these Terms creates an employment relationship.
15.2 Onboarding. To receive payouts, a Tutor or organization must complete Stripe Express onboarding and satisfy Stripe's identity-verification and eligibility requirements. We may withhold or delay payouts where required by Stripe, by law, or to investigate suspected fraud or chargebacks.
15.3 How payouts work. For company organizations, the platform processes the Parent charge and transfers the Tutor's share to the Tutor's connected account; payouts are initiated by the organization's administrator. For solo organizations, charges are made directly to the organization's connected account. Payout amounts equal the Tutor share of the resolved session rate, less any disclosed payout fee then in effect.
15.4 Fees. Any payout fee will be disclosed and is currently $0 as of the Last Updated date. If enabled, a payout fee will be between 0.5% and 1.5% of the payout.
15.5 Taxes and reporting. Tutors are responsible for all taxes on amounts they receive. Stripe and/or TransparencED may be required to issue tax information returns (e.g., IRS Form 1099-K) and to collect tax information (e.g., Form W-9). Failure to provide accurate tax information may result in backup withholding or suspension of payouts as required by law.
15.6 Offboarding. A Tutor who leaves or is removed with an unpaid earning balance will have that balance settled before removal is finalized.
15.7 Reversals. Tutor payouts are subject to reversal for refunds, chargebacks, or transfer reversals affecting the underlying session, except where a refund was blocked because a payout already completed (in which case a make-good applies).
16. Acceptable Use / Code of Conduct
You agree not to: misuse the Service; upload harmful, unlawful, infringing, or age-inappropriate content, including any CSAM; attempt unauthorized access; harass, bully, threaten, or discriminate against any user; misrepresent your identity, age, qualifications, or affiliation; use the Service if barred by law from contact with minors or while subject to any restriction relating to minors (including sex-offender registration); solicit or use off-Platform contact with a user met through the Service; photograph or record a Student outside the Service's recorded-session features; or circumvent the Service's safety, recording, reporting, or access-control features. Violation may result in immediate suspension or termination, record preservation, and referral to NCMEC and/or law enforcement.
17. Intellectual Property
17.1 Our intellectual property. The Service, and all software, content, and materials we provide (excluding Your Content and AI output licensed to you), are owned by us or our licensors and protected by intellectual-property laws. We retain all rights not expressly granted. You may not copy, modify, distribute, sell, reverse-engineer, or create derivative works from the Service except as permitted by law or with our written consent.
17.2 Copyright complaints; DMCA notice and takedown. We respect intellectual-property rights and respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe content on the Service infringes your copyright, send a written notice to our Designated Copyright Agent (Section 26) that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim is infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to let us locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on its behalf. We will remove or disable access to material we determine to be infringing and, where appropriate, notify the user who provided it.
Counter-notification. If your material was removed and you believe it was removed by mistake or misidentification, you may send our Designated Copyright Agent a counter-notification that includes: (a) your physical or electronic signature; (b) identification of the removed material and where it appeared before removal; (c) a statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court for the district in which you reside (or, if outside the U.S., any district in which we may be found) and will accept service of process from the complaining party. We may restore the material in 10–14 business days unless the complaining party notifies us it has filed a court action seeking to restrain the activity.
Repeat infringers. We have adopted, and will reasonably implement, a policy of terminating in appropriate circumstances and at our discretion the accounts of users who are repeat infringers. Submitting a false notice or counter-notification may subject you to liability under 17 U.S.C. § 512(f).
17.3 Trademarks. "TransparencEd," "Iris," "Smart Paths," and our logos are trademarks or service marks of TransparencED, Inc. Nothing in these Terms grants you any right to use them, and you may not use them in any manner likely to cause confusion or to suggest sponsorship or endorsement without our prior written consent.
17.4 User content; our role as a platform. Content provided by tutors, students, parents, and other users is their content, not ours. Consistent with 47 U.S.C. § 230, we are not the publisher or speaker of information provided by another user and are not responsible for content created by users. AI-generated outputs are addressed in Sections 7 and 20.
18. Third-Party Services
The Service integrates third-party services (including video, hosting, payment, AI, and communications providers). We are not responsible for, and disclaim liability for, the acts, omissions, content, or performance of any third party, except as expressly stated in these Terms or required by law.
19. Termination
You may stop using the Service and close your account at any time. We may suspend or terminate your access, with or without notice, for any violation of these Terms or to protect the Service or its users. On termination, the licenses granted to you end; provisions that by their nature should survive (Sections 6, 7, 8, 9, 10, 13–17, 20–25) survive. You may request a copy of your data as described in the Privacy Policy, subject to applicable law.
20. Disclaimer of Warranties
20.1 "As Is." THE SERVICE, INCLUDING ALL CONTENT, AI-GENERATED OUTPUTS, AUTOMATED INFERENCES, ANSWER CHECKS, RECOMMENDATIONS, AND MATERIALS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.
20.2 Implied warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
20.3 No guarantee of educational outcomes. THE SERVICE IS AN EDUCATIONAL TOOL, NOT A GUARANTEE OF RESULTS. WE DO NOT WARRANT OR PROMISE ANY PARTICULAR GRADE, TEST SCORE, ADMISSION, ACADEMIC IMPROVEMENT, MASTERY LEVEL, OR OTHER RESULT. OUTCOMES DEPEND ON MANY FACTORS BEYOND OUR CONTROL.
20.4 Artificial intelligence. AI OUTPUTS ARE PROBABILISTIC AND MAY BE INCOMPLETE, INACCURATE, OUTDATED, BIASED, OR WRONG, INCLUDING MARKING A CORRECT ANSWER WRONG OR A WRONG ANSWER CORRECT. AI OUTPUT IS NOT A SUBSTITUTE FOR A QUALIFIED HUMAN EDUCATOR AND MUST NOT BE THE SOLE BASIS FOR ANY EDUCATIONAL, MEDICAL, PSYCHOLOGICAL, FINANCIAL, OR OTHER DECISION. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING AI OUTPUT.
20.5 Jurisdictional carve-out. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU; IN THAT EVENT THESE EXCLUSIONS APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.
21. Limitation of Liability
21.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, EDUCATIONAL OPPORTUNITY, OR ANTICIPATED SAVINGS, WHETHER OR NOT FORESEEABLE AND ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
21.2 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
21.3 Allocation of risk. YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK IN THESE TERMS, THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT WE WOULD NOT PROVIDE THE SERVICE WITHOUT THEM.
21.4 Carve-outs. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE EXCLUSIONS AND CAP IN 21.1–21.2 DO NOT APPLY TO: (a) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; (b) A COMPANY PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (c) INDEMNIFICATION OBLIGATIONS UNDER SECTION 22; (d) AMOUNTS YOU OWE FOR THE SERVICE; OR (e) ANY LIABILITY THAT LAW DOES NOT PERMIT TO BE LIMITED. NOTHING HERE LIMITS NON-WAIVABLE CONSUMER-PROTECTION RIGHTS.
21.5 Savings clause. EACH LIMITATION IS SEVERABLE. IF ANY PORTION OF THIS SECTION IS HELD UNENFORCEABLE AS TO A CLAIM OR CLAIMANT, IT IS REFORMED ONLY TO THE MINIMUM EXTENT NECESSARY, AND THE REMAINDER CONTINUES IN EFFECT. THE EXCLUSION OF CONSEQUENTIAL DAMAGES IN 21.1 IS INDEPENDENT OF, AND SURVIVES, ANY UNENFORCEABILITY OF THE CAP IN 21.2.
21.6 Time limitation. EXCEPT WHERE PROHIBITED BY LAW, AND EXCLUDING ANY CLAIM UNDER 21.4(a) OR ANY CLAIM BY OR ON BEHALF OF A MINOR, ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER IT AROSE OR BE PERMANENTLY BARRED.
Note (intentional design): The carve-outs in 21.4 deliberately do not cap personal-injury, death, gross-negligence, or abuse claims. Most states void such caps as against public policy — especially in a consumer contract involving minors — and a
$100-cap-on-a-child's-injury term would jeopardize the entire clause and read terribly to a jury. Physical-safety risk is managed by insurance, screening, and trust-&-safety, not by a contract cap. The cap is structured to remain enforceable for the economic claims it is actually built to limit.
22. Indemnification
22.1 Your indemnification. To the fullest extent permitted by law, you will defend, indemnify, and hold harmless the Company Parties from third-party claims, and resulting losses and reasonable attorneys' fees, arising out of: (a) your or your dependent's use or misuse of the Service; (b) Your Content; (c) your violation of these Terms or any law; (d) your violation of the rights of any third party; or (e) any dispute between you and any tutor or other user. We will provide prompt notice, give you control of the defense (no settlement imposing any obligation on a Company Party without its consent), and reasonably cooperate at your expense.
22.2 No indemnity for our own fault. Your obligations do not apply to the extent a claim arises from a Company Party's own gross negligence, willful misconduct, or fraud, or from our breach of these Terms.
23. Dispute Resolution; Arbitration; Class-Action Waiver
ARBITRATION AGREEMENT; CLASS-ACTION WAIVER — PLEASE READ. This Section requires most disputes to be resolved by individual arbitration and waives your right to a jury trial and to participate in a class action. You may opt out within 30 days (Section 23.7).
23.1 Agreement to arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration, except as expressly provided here. This Section is governed by the Federal Arbitration Act.
23.2 Informal resolution first. Before starting arbitration, the initiating party must send a written Notice of Dispute (to legal@transparenced.com or your account email) and allow 60 days to resolve it informally. This is a condition precedent to arbitration; limitations periods are tolled meanwhile.
23.3 Arbitration procedure. Unresolved Disputes are resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Consumer Minimum Standards (the "Rules"), before a single arbitrator. For claims of $25,000 or less, the arbitration is conducted on documents unless a hearing is needed; any hearing may be by phone or video.
23.4 Costs. Fees are governed by the Rules and the administrator's consumer fee schedules; we will pay or reimburse fees to the extent required by those Rules or necessary for this Section to be enforceable.
23.5 Class-action and collective-action waiver. YOU AND THE COMPANY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS PROCEEDING. IF THIS 23.5 IS FOUND UNENFORCEABLE AS TO A CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST (AND ONLY THAT ONE) IS SEVERED AND BROUGHT IN COURT, AND ALL OTHER CLAIMS REMAIN IN ARBITRATION.
23.6 Jury-trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL.
23.7 30-day opt-out. You may opt out of this Section 23 by written notice within 30 days after first accepting these Terms (to arbitration-optout@transparenced.com), stating your name, account email, and intent to opt out. Opting out does not affect any other part of these Terms.
23.8 Mass-arbitration / batch protocol. If 25 or more similar Notices of Dispute are submitted by coordinated counsel within a 90-day period, the claims are administered in batches of no more than 50, one arbitrator per batch, with bellwether cases and a single mediation before further batches proceed. Limitations periods are tolled for affected claimants.
23.9 Minors and non-signatories. If you are an adult account holder, you represent that you are 18 or older and, for any minor for whom you create or manage an account, that you are that minor's Parent, and you accept these Terms (including this arbitration agreement) on your own behalf. If you are a Student who is 13 to 17 years old and accept these Terms on your own behalf, you agree to these Terms, including this arbitration agreement, to the extent applicable law permits a minor to be bound. The Company does not, by this Section, seek to compel arbitration of any independent claim a minor may bring in their own right to the extent applicable law does not permit the minor — or a Parent on the minor's behalf — to be bound to arbitration. The unenforceability of arbitration as to a minor's independent claim does not render this Section unenforceable as to the adult account holder's claims.
23.10 Small-claims and injunctive carve-outs. Either party may bring an individual action in small-claims court, and either party may seek injunctive or equitable relief in court to protect intellectual-property rights or prevent unauthorized access, without waiving arbitration.
23.11 Delegation. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this Section — except that (a) the enforceability and application of the class-action waiver in 23.5, and (b) the gateway questions in 23.8, are for a court to decide.
23.12 Survival. This Section survives termination.
24. Changes to These Terms
We may update these Terms by posting the revised Terms and updating the "Last Updated" date, and, for material changes, by providing reasonable advance notice (by email, in-Service notice, or by requiring you to review and accept the updated Terms at next sign-in). For material changes, your continued use after the effective date — or your click-through acceptance where we require it — constitutes acceptance. Changes do not apply retroactively to a Dispute of which we have actual notice before the effective date. We will not apply a materially changed arbitration provision to a claim that arose before the change without giving you the opportunity to reject that change.
25. General
25.1 Governing law. These Terms and any Dispute are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 23. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Nothing here deprives you of the protection of mandatory consumer-protection provisions of your home jurisdiction that cannot be waived by agreement.
25.2 Venue. Subject to Section 23, any court action will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction and venue there and waive any inconvenient-forum objection — except this does not override any non-waivable right to sue in your home jurisdiction under consumer-protection law, and does not apply to small-claims actions.
25.3 Force majeure. We will not be liable for any delay or failure resulting from causes beyond our reasonable control, including acts of God, natural disasters, epidemics, war, government action, major internet, telecom, cloud, or utility outages, or malicious attacks. We will use reasonable efforts to give notice of, and to mitigate, a force-majeure event. If such an event prevents us from providing the Service for more than thirty (30) days, either party may terminate the affected subscription, and we will refund any prepaid, unused fees for the affected period.
25.4 Notices; electronic communications. You consent to receive communications electronically, and agree that electronic communications satisfy any legal "in writing" requirement. We may give notice by email or in-Service posting; notices to us go to legal@transparenced.com.
25.5 Entire agreement. These Terms, with the Privacy Policy and any expressly incorporated policies, are the entire agreement regarding the Service and supersede prior agreements on the subject.
25.6 Severability. If any provision is held unenforceable, it is reformed to the minimum extent necessary or severed, and the remainder continues in effect. (Sections 21.5 and 23.5 control over this Section for their respective provisions.)
25.7 Assignment. You may not assign these Terms without our consent; any attempt is void. We may assign these Terms, including in a merger, acquisition, financing, or sale of assets.
25.8 No waiver. No failure or delay in exercising a right is a waiver; any waiver must be in writing and signed by us.
25.9 No third-party beneficiaries. Except for the Company Parties (intended beneficiaries of Sections 7, 8, 20, 21, 22) and as stated, these Terms create no third-party-beneficiary rights.
25.10 Survival. In addition to the sections listed in Section 19, any provision that by its nature should survive termination will survive.
25.11 Communications; email and text messages. You consent to receive communications from us related to your account and the Service by email, in-Service notice, and — where you provide a mobile number and opt in — text message (SMS), including session reminders and confirmations. Message frequency varies, and message and data rates may apply. You can opt out of marketing email using the unsubscribe link in any such email (we will honor it within ten (10) business days), and you can opt out of SMS at any time by replying STOP to any message (reply HELP for help); we will confirm and stop further texts. Consent to marketing messages is not a condition of using the Service. We may still send transactional messages (such as security, billing, and session-status notices) while your account is active.
25.12 Accessibility. We are committed to making the Service usable by people with disabilities and aim to conform to the WCAG 2.1 Level AA guidelines; this is an ongoing effort. If you encounter an accessibility barrier or need an accommodation, contact accessibility@transparenced.com and we will work with you to provide the information or functionality you need.
26. Contact
TransparencED, Inc., 2622 Little Kate Road, Park City, UT. General/legal: legal@transparenced.com. Privacy: privacy@transparenced.com. Safety: safety@transparenced.com. Accessibility: accessibility@transparenced.com.
Designated Copyright Agent (DMCA). Copyright Agent, TransparencED, Inc., 2622 Little Kate Road, Park City, UT; copyright@transparenced.com.
Privacy Policy · Terms of Service · Children's Privacy Notice · Sub-Processors
TransparencED, Inc., 2622 Little Kate Road, Park City, UT · privacy@transparenced.com