Terms of Use
Terms of Use
Effective Date: June 8, 2026
Welcome to LearningSpring. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, and applications (the “Services”).
If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us:
Email: support@learningspring.com
Address:
695 South Colorado Blvd., Suite 480
Denver, Colorado 80246
These Terms of Use (the “Terms”) are a binding contract between you and LearningSpring, Inc. (“LearningSpring,” “we,” and “us”).
User Roles
Different people and organizations (“Users”) use the Services in different ways, including:
States – State-level government agencies or similar public entities that sponsor or administer education choice or scholarship programs.
Scholarship Granting Organizations (SGOs) – Nonprofit or other entities that receive donations or public funds and award scholarships or similar education benefits to eligible students.
Schools – Kindergarten through twelfth-grade schools and school networks that list their programs on our website and may accept scholarship or other program funds through the Services.
Vendors – Education service providers other than Schools (for example, tutoring companies, online programs, and extracurricular providers) that list their services on our website and may accept scholarship or other program funds through the Services.
Parents – Individuals who use the Services on their own behalf and/or on behalf of their children or other dependents.
When we use “you” in these Terms, we mean the applicable person or organization.
You represent and warrant that you are an individual of legal age to form a binding contract (or, if not, that you have received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf).
If you are using the Services on behalf of an organization (for example, a State, SGO, School, or Vendor), “you” also means that organization, and you represent and warrant that you have the authority to bind that organization to these Terms.
Role-Specific Terms
Some sections of these Terms apply to all Users, whereas other sections apply only to certain types of Users.
Where these Terms state that certain provisions apply only to a particular type of User, those provisions apply to you only if you are using the Services in that capacity.
If you are a State, SGO, School, or Vendor, you must enter into one or more Statements of Work or Order Forms (each, an “SOW”) with us. Each SOW is governed by and incorporates these Terms.
If there is a conflict between an SOW and these Terms, the SOW will control solely with respect to the subject matter of that SOW.
Additional Terms
These Terms include:
These Terms of Use
The Privacy Policy
The Copyright Dispute Policy described in the “Copyright Infringement” section below
Any additional policies, rules, or conditions applicable to specific Services
Your use of or participation in certain Services may also be subject to additional policies, rules, and conditions, which are incorporated into these Terms by reference.
By using or participating in any such Services, you agree to comply with those additional terms.
Use of Our Services
Your use of the Services in any way means that you agree to all of these Terms and the terms of any applicable SOW. These Terms will remain in effect while you use the Services.
Please read these Terms carefully. They cover important information about Services provided to you.
These Terms include information about:
Future changes to these Terms
Limitations of liability
A class action waiver
Resolution of disputes by arbitration instead of in court
If you do not agree to all of these Terms, you may not use or access the Services.
Arbitration and Class Action Waiver
ARBITRATION NOTICE AND CLASS ACTION WAIVER
Except for certain types of disputes described in the Arbitration Agreement section below, you agree that disputes between you and LearningSpring will be resolved by binding individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Modifications and Amendments
We are constantly working to improve our Services, so these Terms may change over time.
We reserve the right to modify these Terms at any time. If we do, we may:
Post a notice on our website
Send you an email
Notify you through another reasonable method
If you do not agree with the new Terms, you may stop using the Services.
If you continue using the Services after the updated Terms become effective, you agree to the revised Terms.
Notwithstanding the foregoing, any paid Services expressly described in an SOW will continue to be governed by the version of these Terms incorporated into that SOW unless:
The SOW expressly states otherwise, or
Both parties agree in writing to amend the SOW
Except as described above, no amendment or modification of these Terms will be effective unless in writing and signed by both parties.
Privacy
LearningSpring takes the privacy of its users very seriously.
Please review our Privacy Policy.
Children's Online Privacy Protection Act (COPPA)
The Children's Online Privacy Protection Act (“COPPA”) requires online service providers to obtain parental consent before knowingly collecting personally identifiable information online from children under thirteen (13).
We do not knowingly collect or solicit personally identifiable information from children under thirteen (13) without obtaining verifiable parental consent.
If you are under thirteen (13), please do not register for or use the Services or provide personal information to us.
If we learn that we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible.
If you believe a child under thirteen (13) has provided personal information to us without parental consent, please contact us at support@learningspring.com.
User Accounts
You may be required to create an account, select a password and username (“LearningSpring User ID”), and provide certain information, including contact information.
You agree to:
Provide accurate, complete, and current information
Keep your information updated
Maintain the security of your account credentials
You may not select a username that:
You do not have the right to use
Is intended to impersonate another person
School, SGO, and Vendor Profiles
If you are a School, SGO, or Vendor, we may create a profile for you using publicly available information or information provided by third parties.
All such profiles remain the property of LearningSpring.
Authorized representatives may request to claim an existing profile and link it to their account.
A User may designate multiple authorized administrators to manage a claimed profile.
We may require documentation or other information to verify your authority before granting profile management access.
Any fees or additional services associated with claimed or enhanced profiles will be described in the applicable SOW.
Upon expiration or termination of an SOW or cancellation of a subscription, a claimed profile will revert to LearningSpring’s free-tier service, and authorized administrators may continue managing the profile subject to these Terms.
Account Security
You may not transfer your account to another person without our prior written consent.
If you are an organization, you may permit employees and contractors to access the Services under your account solely on your behalf and subject to these Terms and any applicable SOW.
You are responsible for:
Maintaining the confidentiality of your credentials
Protecting account access tools
All activity that occurs under your account
Lawful Use
You may only use the Services for authorized purposes and in compliance with applicable law.
If your use of the Services is prohibited by law, you are not authorized to use the Services.
LearningSpring is not responsible for unlawful use of the Services by Users.
Messaging
As part of the Services, you may receive communications from LearningSpring, including communications by email or SMS.
When signing up for the Services, you may receive:
Welcome messages
Account-related notices
Information we believe may be of interest to you
By providing your wireless phone number, you consent to receive communications from LearningSpring, including communications sent using automated dialing technology where permitted by law.
You represent and warrant that any person whose phone number you provide has consented to receive such communications.
You agree to indemnify and hold LearningSpring harmless from claims arising from any breach of the foregoing representations.
Programs, Scholarships, and Digital Wallets
States and SGOs may use the Services to help administer scholarship programs, education savings account (“ESA”) programs, and similar education choice programs (each, a “Program”).
LearningSpring acts as a technology platform and service provider. We do not sponsor, operate, or administer the Programs themselves.
Program Funds
Program funds are held by:
The applicable State
The applicable SGO
Their financial institutions
LearningSpring does not take legal custody of Program funds.
Nothing in these Terms creates a fiduciary, trust, or similar relationship between you and LearningSpring with respect to those funds.
Digital Wallets
The Services may display Program allocations through a “digital wallet” or similar feature.
The digital wallet:
Is a tool for viewing and directing Program funds
Is not a bank account
Is not a stored-value account
Is not held by LearningSpring
Program Rules
Program Rules are determined by the applicable State and/or SGO and may include:
Eligibility requirements
Approved Schools and Vendors
Eligible expenses
Funding limits
Expiration rules
Revocation rules
LearningSpring does not determine:
Who qualifies for a Program
How much funding is awarded
Whether a particular expense is eligible
Whether a School or Vendor is approved
Although we may implement Program Rules in the Services at the direction of a State or SGO, the applicable State or SGO remains solely responsible for establishing, interpreting, and complying with those rules and applicable laws.
Families and other Users are responsible for understanding and complying with Program Rules applicable to them.
LearningSpring is not responsible for decisions by States, SGOs, Schools, or Vendors to approve, deny, limit, revoke, or recover funding.
Payment Processing and Fees
Certain features of the Services may enable payments or transfers of funds, including:
Payments by or on behalf of Parents to Schools or Vendors
Distributions of Program funds by States or SGOs
LearningSpring may use one or more third-party payment processors or financial institutions (each, a “Payment Provider”) to process these transactions.
Your use of payment-related features may be subject to additional terms, conditions, and policies of the applicable Payment Provider. You agree to comply with those requirements.
Role of LearningSpring
LearningSpring is a technology platform and is not:
A bank
A money transmitter
A payment processor
A regulated financial institution
Except as expressly stated in an applicable SOW, LearningSpring does not:
Hold funds on your behalf
Receive funds on your behalf
Transmit funds on your behalf
Take legal custody of Program funds
As between you and LearningSpring, the applicable State, SGO, School, Vendor, or Payment Provider is solely responsible for:
Collecting and receiving payments or Program funds
Refunding or reversing transactions where required
Complying with applicable laws governing payments, charitable contributions, or Program funds
LearningSpring is not responsible for:
Payment Provider errors
Processing delays
Chargebacks
Banking errors
Financial institution issues
Payment disputes between Users
SGO Fees
When SGOs receive donations or other Program-related funds, LearningSpring may charge platform, processing, or related fees for Services provided in connection with those funds and Program administration.
These fees may:
Be calculated as a percentage of contributed funds
Consist of fixed or recurring charges
Be in addition to fees described in an applicable SOW
Nothing in these Terms changes legal requirements governing scholarship distributions or minimum scholarship percentages.
Each SGO remains solely responsible for compliance with all applicable laws and Program Rules.
Restrictions on Use
You represent, warrant, and agree that you will not provide or contribute anything to the Services, including Content or User Submissions, or otherwise use the Services in a manner that:
Infringes the intellectual property rights or other rights of another person or entity
Violates any law or regulation, including privacy, data protection, or export control laws
Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable
Jeopardizes the security of your account or another user's account
Attempts to obtain passwords, account information, or security credentials belonging to another user
Violates the security of any network or system
Operates spam, auto-responders, mass messaging systems, or processes that interfere with the Services
Crawls, scrapes, spiders, or otherwise collects data from the Services through automated or manual means
Copies or stores significant portions of Service content
Decompiles, reverse engineers, or attempts to obtain source code, algorithms, or underlying technology related to the Services
Violation of these restrictions may result in suspension or termination of your access to the Services.
Users' Rights in the Services
Materials available through the Services, including but not limited to:
Text
Graphics
Data
Articles
Photographs
Images
Illustrations
User Submissions
(collectively, “Content”) are protected by copyright and other intellectual property laws.
LearningSpring exclusively owns all right, title, and interest in and to the Services and Content, excluding User Submissions owned by Users.
You agree to comply with all copyright notices, trademark notices, and restrictions applicable to Content.
You may not, without authorization:
Use
Copy
Reproduce
Modify
Translate
Publish
Broadcast
Distribute
Display
License
Sell
Commercialize
Exploit
any Content that you do not own.
Limited License
Subject to these Terms, LearningSpring grants each User a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use Content solely for purposes of using the Services.
Any other use is prohibited without prior written consent.
User Submissions
Anything you post, upload, share, store, or otherwise provide through the Services is considered a “User Submission.”
You are solely responsible for all User Submissions you contribute.
You represent and warrant that your User Submissions are:
Accurate
Complete
Current
Compliant with applicable law
You agree not to submit content that:
Infringes third-party rights
Contains pornography or sexually explicit content
Contains hateful, defamatory, discriminatory, or harassing content
Exploits minors
Depicts unlawful acts
Depicts extreme violence or animal cruelty
Promotes fraudulent schemes, gambling, or deceptive money-making ventures
Violates any law
Licenses Granted to LearningSpring
By submitting User Submissions through the Services, you grant LearningSpring a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license to:
Use
Edit
Modify
Aggregate
Reproduce
Distribute
Display
Perform
Create derivative works from
your User Submissions in connection with:
The Services
LearningSpring's business operations
Promotion of the Services
Distribution of Service content through any media channel
This license survives termination of your account or use of the Services.
You also grant other users a non-exclusive license to access and use User Submissions where functionality of the Services permits such access.
You represent and warrant that you possess all rights necessary to grant these licenses.
Sharing Through Third-Party Accounts
Certain Service features allow sharing through social networks and other third-party services.
When you choose to share information through those services, you authorize LearningSpring to provide the shared content to the applicable third-party provider.
You remain responsible for complying with the terms and policies of those third-party services.
Copyright Infringement
LearningSpring complies with the Digital Millennium Copyright Act ("DMCA").
We reserve the right to:
Remove content believed in good faith to infringe copyright
Disable access to infringing material
Terminate repeat infringers
Reporting Copyright Infringement
If you believe content available through the Services infringes your copyright, submit a DMCA notice to:
LearningSpring, Inc.
Attn: DMCA Designated Agent
695 South Colorado Blvd., Suite 480
Denver, CO 80246
Your notice should include:
A physical or electronic signature of the copyright owner or authorized representative
Identification of the copyrighted work
Identification of the allegedly infringing material
Contact information
A statement of good-faith belief that the use is unauthorized
A statement under penalty of perjury that the information is accurate
Counter-Notices
If content has been removed and you believe removal was made in error, you may submit a counter-notice containing:
Your signature
Identification of the removed content
A good-faith statement explaining why removal was mistaken
Contact information
Consent to applicable court jurisdiction
LearningSpring may restore content in accordance with applicable DMCA procedures.
User Responsibilities
Any information or content posted or transmitted through the Services remains the sole responsibility of the person or organization that provided it.
You access all content at your own risk.
LearningSpring is not responsible for:
Errors in user-provided content
Omissions in user-provided content
Actions taken based on user-provided content
You release LearningSpring from liability arising from content obtained through the Services.
You are responsible for all content you contribute and represent that you have all necessary rights to contribute it.
If you are a State, SGO, School, or Vendor, you are additionally responsible for ensuring compliance with all applicable Program Rules and legal requirements.
Third-Party Services
The Services may contain links to third-party websites or services.
LearningSpring:
Does not control third-party websites
Does not monitor third-party content
Does not endorse third-party services
Is not responsible for third-party policies or practices
You access third-party websites and services at your own risk.
Transactions Between Users
Any transactions between Users, including payments and delivery of goods or services, are solely between the parties involved.
LearningSpring is not responsible for losses arising from those transactions.
User Disputes
LearningSpring has no obligation to participate in disputes between Users or between a User and a third party.
You release LearningSpring from claims, demands, liabilities, and damages arising from such disputes.
Changes to Services
We continually improve and modify the Services.
Accordingly, we may:
Add new features
Modify existing features
Restrict access to portions of the Services
Suspend functionality
Discontinue Services
Where practical, we will provide notice of material changes.
For Services provided under an SOW, LearningSpring will not materially reduce the functionality of paid Services during the applicable term without mutual written agreement, except where required for legal or security reasons.
We may remove Content from the Services at any time and for any reason.
Free and Paid Services
Certain Services are provided free of charge, while others require payment under an SOW.
LearningSpring reserves the right to begin charging fees for Services previously offered without charge.
If fees are introduced, we will provide notice before such fees become effective.
Payment Obligations
If you fail to pay undisputed amounts due under an SOW, LearningSpring may charge interest on overdue amounts at:
The rate specified in the SOW, or
1.5% per month (or the maximum rate permitted by law)
Interest accrues from the due date until paid in full.
These rights are in addition to any suspension or termination rights provided by the applicable SOW.
Account Termination
Parents
Parents may terminate their accounts at any time by contacting:
Please review the Privacy Policy to understand how information may be retained following account closure.
LearningSpring may suspend or terminate access to the Services at its discretion, including for violations of these Terms.
LearningSpring retains sole discretion in determining whether a violation has occurred.
States, SGOs, Schools, and Vendors
If you are using Services under an SOW:
Either party may terminate the SOW for material breach upon thirty (30) days' written notice if the breach remains uncured.
Either party may terminate immediately if the other party becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings.
Upon expiration or termination of all SOWs, use of paid Services must cease unless otherwise authorized in writing by LearningSpring.
Claimed profiles may revert to LearningSpring's free-tier service after expiration or termination.
Effect of Termination
Termination may result in deletion of content associated with your account.
Where practical, LearningSpring will attempt to provide advance notice before terminating an account.
If you accidentally delete your account, contact support@learningspring.com promptly. Recovery may not be possible.
Termination does not relieve obligations to pay fees accrued before termination.
Any refund rights are governed by the applicable SOW.
The following provisions survive termination:
Indemnification obligations
Intellectual property provisions
Limitations of liability
Dispute resolution provisions
Arbitration provisions
Any provisions intended by their nature to survive termination
Audit and RecordsIf you are a State or SGO, LearningSpring may, upon written request, provide reasonable information regarding how the Services implement Program Rules and protect personal information.
However, LearningSpring is not responsible for:
Your compliance with Program Rules
Audit obligations imposed by law
Reporting obligations imposed by law
Recordkeeping obligations imposed by law
Compliance requirements imposed by funding sources
You acknowledge that information submitted through the Services may be subject to public records laws or similar disclosure requirements applicable to States or SGOs.
LearningSpring is not responsible for determining whether such laws apply. Those determinations remain solely the responsibility of the applicable State or SGO.
General Terms
Warranty Disclaimer
LearningSpring and its licensors, suppliers, partners, parent companies, subsidiaries, affiliates, officers, directors, employees, consultants, representatives, agents, successors, and assigns (collectively, the “LearningSpring Parties”) make no representations or warranties regarding the Services or any Content available through the Services.
The LearningSpring Parties are not responsible for:
Accuracy of content
Copyright compliance of content
Legality of content
Decency of content
Claims arising from use of the Services
The LearningSpring Parties make no representations or warranties regarding products or services offered through or in connection with the Services.
No Professional Advice
LearningSpring does not provide and shall not be deemed to provide:
Legal advice
Tax advice
Accounting advice
Financial advice
This includes advice relating to:
Education tax credits
State tax credits
Scholarships
Education Savings Accounts (ESAs)
Education choice programs
You are solely responsible for obtaining advice from qualified professional advisors.
Paid Services
If you receive paid Services under an SOW, any express warranties will be set forth solely in that SOW.
Except as expressly stated in an SOW:
THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
This includes, without limitation:
Merchantability
Fitness for a particular purpose
Non-infringement
Uninterrupted operation
Error-free operation
Certain jurisdictions do not permit limitations on implied warranties, so portions of this section may not apply to you.
Limitation of Liability
To the fullest extent permitted by law, the LearningSpring Parties shall not be liable for:
Indirect Damages
Any indirect, incidental, consequential, special, exemplary, or punitive damages, including:
Lost profits
Business interruption
Loss of data
Loss of goodwill
Work stoppage
Accuracy-of-results claims
Computer failures
System malfunctions
Substitute Products or Services
Any costs associated with obtaining substitute goods, services, or technology.
Liability Cap
If you have not paid fees under an SOW, the aggregate liability of the LearningSpring Parties shall not exceed:
$100 USD
Liability Under an SOW
If you have paid fees under an SOW during the twelve (12) months preceding the event giving rise to the claim, aggregate liability shall not exceed:
The amounts paid or payable under the applicable SOW during that twelve-month period
unless a different limitation is expressly stated in the SOW.
Certain jurisdictions do not allow limitations on certain damages, so portions of this section may not apply to you.
Indemnity
To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless the LearningSpring Parties from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from or related to:
Your violation of these Terms
Your violation of an applicable SOW
Your violation of applicable law
Content or information you submit through the Services
Allegations that your content infringes third-party rights
Indemnification Procedures
Indemnification obligations are conditioned upon the indemnified party:
Promptly notifying the indemnifying party of the claim
Granting sole control of the defense and settlement to the indemnifying party
Providing reasonable assistance in the defense of the claim
The indemnified party may participate in the defense at its own expense.
Intellectual Property Indemnification for States, SGOs, Schools, and Vendors
If you are using Services under an SOW, LearningSpring will defend you against third-party claims alleging that your authorized use of the Services directly infringes intellectual property rights.
LearningSpring will pay damages and reasonable costs awarded in a final judgment or approved settlement.
This obligation does not apply where claims arise from:
Combination of the Services with third-party technology
Use of the Services in violation of these Terms or an SOW
Compliance with specifications provided by you
Failure to use updated versions provided by LearningSpring
LearningSpring Remedies
If the Services become, or are likely to become, subject to an infringement claim, LearningSpring may:
Obtain rights permitting continued use
Modify or replace the affected Services
Terminate affected Services and provide any applicable pro-rated refund
This section constitutes LearningSpring's sole liability and your exclusive remedy regarding intellectual property infringement claims.
Assignment
You may not assign, delegate, or transfer:
These Terms
Any applicable SOW
Your rights or obligations
Your account
without LearningSpring's prior written consent.
LearningSpring may assign or transfer its rights and obligations without your consent.
Choice of Law
These Terms and any applicable SOW are governed by:
The Federal Arbitration Act
Applicable federal law
The laws of the State of Delaware
without regard to conflict-of-law principles.
Subject to the Arbitration Agreement below, state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction over disputes arising from these Terms, any SOW, or the Services.
Both parties consent to the jurisdiction of those courts.
If an SOW expressly specifies a different governing law or venue, that provision applies solely to that SOW.
Arbitration Agreement
Please read this section carefully. It affects your legal rights.
LearningSpring's officers, directors, employees, and independent contractors are intended third-party beneficiaries of this Arbitration Agreement.
Informal Resolution Requirement
Before initiating arbitration, both parties agree to use good-faith efforts to resolve disputes through direct negotiations.
Good-faith negotiations are a prerequisite to arbitration.
Binding Arbitration
If negotiations do not resolve a dispute, the dispute shall be resolved through binding arbitration in:
New Castle County, Delaware
Arbitration shall:
Be conducted in English
Be administered under the JAMS Streamlined Arbitration Rules and Procedures
Be heard by a single commercial arbitrator experienced in intellectual property and commercial contract matters
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Costs of Arbitration
The applicable JAMS Rules govern arbitration fees.
LearningSpring will pay arbitration fees for claims under:
$75,000
LearningSpring will not seek attorneys' fees unless the arbitrator determines that the claim is frivolous.
Small Claims Court and Intellectual Property Claims
Either party may pursue qualifying claims in small claims court.
Either party may also seek injunctive or equitable relief from a court of competent jurisdiction to prevent:
Copyright infringement
Trademark infringement
Trade secret misappropriation
Patent infringement
Other intellectual property violations
Waiver of Jury Trial
YOU AND LEARNINGSPRING WAIVE ANY RIGHT TO A JURY TRIAL.
Disputes subject to this Arbitration Agreement shall be resolved through arbitration rather than before a judge or jury.
Any court proceeding regarding enforcement of an arbitration award shall be resolved by a judge without a jury.
Waiver of Class Actions
ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.
Claims may not be:
Brought as class actions
Arbitrated as class actions
Consolidated with claims of other users
Litigated on a representative basis
If this waiver is found unenforceable, arbitration shall not apply and disputes shall instead proceed in court.
Opt-Out
You may opt out of the Arbitration Agreement by sending written notice within thirty (30) days of first accepting these Terms.
Notice must be mailed to:
LearningSpring, Inc.
695 South Colorado Blvd., Suite 480
Denver, Colorado 80246The notice must include:
Your name
Your residential address
Your account email address and/or phone number
A clear statement that you wish to opt out of arbitration
Exclusive Venue
If arbitration does not apply, disputes shall be brought exclusively in the state or federal courts specified in the Choice of Law section above.
Severability
If the class-action waiver is determined unenforceable, the Arbitration Agreement shall be null and void to the extent required by law.
The Arbitration Agreement survives termination of your relationship with LearningSpring.
Miscellaneous
You are responsible for paying, withholding, filing, and reporting all taxes, duties, and governmental assessments associated with your use of the Services.
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement.
If any provision of these Terms or an SOW is found unenforceable, that provision shall be modified or limited only to the extent necessary, and the remainder shall remain in full force and effect.
These Terms, together with any applicable SOW, constitute the complete and exclusive agreement between you and LearningSpring regarding the Services and supersede all prior discussions, negotiations, communications, and agreements relating to the subject matter herein.
Nothing in these Terms or any SOW shall, by itself, subject LearningSpring to government procurement regulations unless expressly set forth in a separate written agreement signed by an authorized representative of LearningSpring.
Independent Contractors
You acknowledge and agree that you and LearningSpring are independent contracting parties.
Nothing in these Terms or any SOW creates:
An employment relationship
An agency relationship
A partnership
A joint venture
You have no authority to bind LearningSpring in any respect.
Except as expressly provided in the Arbitration Agreement section, these Terms create no third-party beneficiaries.