Terms of Service

These Terms of Service ("Terms") are a binding agreement between Seedling LLC, a Michigan limited liability company ("Seedling," "we," "us," or "our"), and you, governing your access to and use of the Seedling website at goseedling.com, our applications, and the related services and features we provide (collectively, the "Services").

Please read these Terms carefully. They include important provisions affecting your legal rights, including a mandatory arbitration agreement and class-action waiver (Section 16) that require most disputes to be resolved through individual arbitration rather than in court. You may opt out of arbitration as described in Section 16.

By creating an account, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Who we are; acceptance

1.1 Seedling provides a software platform that helps childcare and early-childhood providers — including childcare centers, preschools, Montessori and learning programs, in-home and family childcare providers, after-school and camp programs, and similar operators (each, a "Provider") — manage their operations and communicate with the families they serve.

1.2 These Terms apply to everyone who accesses or uses the Services, including Provider owners and administrators, Provider staff and other authorized users ("Authorized Users"), and the parents, guardians, and approved contacts who use our family-facing features ("Guardians"). "You" refers to the person or entity accessing the Services.

1.3 If you use the Services on behalf of a Provider or other organization, you represent and warrant that you are authorized to bind that organization to these Terms, and "you" includes that organization. The Provider is responsible for the acts and omissions of its Authorized Users.

1.4 You must be at least 18 years old and able to form a binding contract to create an account or use the Services. The Services are not directed to children, and children may not create accounts or use the Services directly.

2. Definitions

• "Content" means any data, text, photos, images, documents, messages, records, or other materials submitted to, uploaded to, generated in, or transmitted through the Services.
• "Customer Data" means Content that a Provider or its Authorized Users or Guardians submit to the Services, including Child Information.
• "Child Information" means information relating to a child enrolled with, cared for, or served by a Provider, such as name, date of birth, photos, health, allergy, and medical information, immunization records, attendance, and activity records.
• "Stripe" means Stripe, Inc. and its affiliates, our third-party payment processor.
• Other capitalized terms are defined where they first appear.

3. The Services

3.1 The Services include, depending on the features a Provider enables, tools for: child attendance and check-in/check-out (including kiosk and PIN-based check-in); classroom and roster management; staff scheduling and staff-to-child ratio tracking; enrollment and intake; storage of child records, including health, allergy, medical, and immunization information; daily activity logging (such as meals, naps, and notes); sharing photos and "moments"; daily and weekly summary emails; messaging and notifications; the Family Link parent portal and related self-service features; creating and electronically signing agreements; reporting and compliance reports; and the billing, tuition, and payment features described in Sections 10 and 11.

3.2 The Services are tools to assist Providers. Seedling does not provide childcare, supervise children, verify the identity of any user, or independently verify the accuracy or completeness of any Content. Section 12 describes important limitations.

3.3 We may add, change, suspend, or discontinue features at any time. We will use commercially reasonable efforts to give notice of material changes that adversely affect core functionality.

4. Accounts and security

4.1 You must provide accurate, current, and complete information when registering and keep it up to date.

4.2 You are responsible for safeguarding your account credentials and for taking reasonable care with any one-time codes, "magic" sign-in links, PINs, or access tokens we provide. You are responsible for activity that occurs under your account through your failure to safeguard them. Notify us promptly at support@goseedling.com of any unauthorized use or suspected compromise.

4.3 A Provider is responsible for managing its Authorized Users' access and permissions and for ensuring its Authorized Users and Guardians comply with these Terms.

5. Relationship of the parties

5.1 Seedling is a neutral technology provider. We are not a childcare provider, educational institution, or healthcare provider; we are not the employer, agent, or partner of any Provider (as defined above) or Authorized User; and we are not a party to any relationship, contract, or arrangement between a Provider and any Guardian, family, child, or staff member.

5.2 The Provider is solely responsible for the care, supervision, and safety of children; for its licensing and regulatory compliance; for mandated reporting; for the accuracy of its records; and for its own agreements, handbooks, policies, and disclosures with families and staff. Seedling does not provide and is not responsible for any legal, enrollment, liability, consent, or policy documents between a Provider and its families — the Provider must supply its own.

5.3 We are not responsible for, and disclaim liability for, disputes between Providers and Guardians, families, children, or staff.

6. Provider responsibilities and warranties

If you are a Provider or act on its behalf, you represent, warrant, and agree that:

6.1 You will use the Services lawfully and in compliance with all applicable laws and regulations, including childcare licensing, child protection, education, health, consumer-protection, and privacy laws.

6.2 You have provided all required notices and obtained all consents necessary for the collection, use, storage, and sharing through the Services of Customer Data and Child Information — including consent to enter information about children, to capture and share photos and media of children, and to send communications to Guardians. As between you and Seedling, you are the controller of Customer Data, and Seedling processes it on your behalf and at your direction, as further described in our Privacy Policy.

6.3 To the extent the Children's Online Privacy Protection Act ("COPPA"), the Family Educational Rights and Privacy Act ("FERPA"), or similar laws apply, the Provider is the operator/educational agency responsible for any required consents, authorizations, and disclosures, and Seedling acts solely as the Provider's service provider/processor, processing Child Information only on the Provider's documented instructions and not for its own purposes. Seedling will not use Child Information except to provide the Services or as required by law.

6.4 The Customer Data you submit is accurate, and you have the rights necessary to submit it.

7. Acceptable use

You agree not to, and not to permit any user to:

7.1 upload or transmit Content that is unlawful, infringing, defamatory, harassing, abusive, or obscene, or that you do not have the rights or consents to submit;

7.2 use the Services to violate any law or any third party's rights, or for any purpose other than the legitimate operation of a Provider's program or use of family features;

7.3 use Child Information for marketing, advertising, or any purpose unrelated to childcare;

7.4 attempt to gain unauthorized access to the Services or other accounts, or circumvent security or access controls;

7.5 reverse engineer, decompile, copy, or create derivative works of the Services, except to the extent this restriction is prohibited by law;

7.6 scrape, harvest, or use automated means to access the Services, or interfere with, disrupt, or overload the Services; or

7.7 resell, sublicense, or share access with unauthorized persons.

We may investigate and remove Content, or suspend access, for suspected violations.

8. Your Content and license

8.1 As between you and Seedling, you (or the applicable Provider, Guardian, or third party) retain all ownership of Customer Data and Content. We do not claim ownership of your Content.

8.2 You grant Seedling a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process your Content solely as necessary to provide, secure, maintain, and improve the Services, to prevent or address technical or security issues, and as otherwise permitted by our Privacy Policy or required by law.

8.3 We do not sell your Content or Child Information, do not use it for advertising or marketing, and do not use it to train artificial-intelligence or machine-learning models.

8.4 You are responsible for your Content and for having the rights and consents necessary to grant the license in Section 8.2.

8.5 If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

9. Children's information and privacy

9.1 Child Information is provided by Providers and Guardians and is processed by Seedling on behalf of and at the direction of the Provider. Seedling does not knowingly collect personal information directly from children.

9.2 The Provider is responsible for, and represents that it has obtained, all parental or guardian consents required for the processing of Child Information through the Services. Guardians with questions about how a Provider uses Child Information should contact the Provider.

9.3 Photos and media are shared within a closed network to authorized recipients only and are not used for public, advertising, or marketing purposes. Our handling of personal information, including Child Information, is described in our Privacy Policy, which is incorporated into these Terms by reference.

9.4 Data processing. For Customer Data, including Child Information, the Provider is the controller and Seedling is the processor, processing such data only on the Provider's documented instructions (including as set out in these Terms and the Provider's configuration of the Services) and not for Seedling's own purposes. Seedling engages subprocessors under written terms that require them to protect the data, and will make its current list of subprocessors available to a Provider on request. Where a Provider requires a separate data processing agreement, the parties may enter into one; a signed data processing agreement controls over this Section to the extent of any conflict regarding the processing of Customer Data.

9.5 Interactions with others. The Services let Authorized Users and Guardians share Content (such as messages and photos) with one another within a Provider's account. Seedling is not responsible for how other users or recipients use Content shared with them, and you should share only Content you have the right to share.

10. Fees and subscriptions (Providers)

10.1 Access to the Services, or to certain features, may require payment of subscription or other fees. Fees, billing frequency, and any free-trial or promotional terms are presented to you when you subscribe.

10.2 By subscribing, you authorize us (and our payment processor) to charge your designated payment method on a recurring basis. Subscriptions automatically renew for successive periods unless you cancel before the renewal date through your account or by contacting support@goseedling.com.

10.3 Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on our net income. We may change fees on prospective notice; changes take effect on your next renewal.

10.4 Fees are non-refundable except as expressly stated or as required by law. If a payment fails or is overdue, we may suspend or limit your access until amounts are paid.

11. Payments and tuition processing (Stripe Connect)

11.1 The Services include features that let a Provider bill, and collect tuition and other payments from, its Guardians. These payments are processed by Stripe, not by Seedling.

11.2 To use these features, a Provider must create and maintain a Stripe connected account and agrees to be bound by the Stripe Connected Account Agreement and other applicable Stripe terms. Guardians authorize charges to their selected payment methods in accordance with the Provider's tuition and fee schedule.

11.3 Seedling is not a bank, money transmitter, escrow agent, or payment processor of record, and does not hold, control, or take title to funds. The Provider sets its own tuition, fees, and refund policies and is solely responsible for them.

11.4 As between Seedling and the Provider, the Provider is solely and financially responsible for all refunds, chargebacks, disputes, reversals, and related fees arising from payments collected through the Services, and authorizes recovery of such amounts. Seedling is not responsible for the acts, omissions, availability, fees, holds, or payout timing of Stripe or any financial institution.

12. Disclaimers

12.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.2 We do not warrant that the Services will be uninterrupted, secure, or error-free, or that Content will be accurate, preserved, or never lost.

12.3 The Services are tools and do not guarantee compliance with any law or regulation. Features such as staff-to-child ratio tracking, immunization tracking, authorized-pickup records, and reports are aids only and do not ensure that a Provider satisfies any licensing, ratio, health, or other regulatory requirement, which remains the Provider's responsibility. The Services do not provide medical, legal, or professional advice, and storage of health or allergy information is not medical advice.

12.4 Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

13. Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEEDLING AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEEDLING'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SEEDLING FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.3 These limitations apply regardless of the theory of liability and are a fundamental basis of the bargain between you and Seedling. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

13.4 Nothing in this Section limits liability that cannot be limited under applicable law, including liability for a party's gross negligence, willful misconduct, or fraud. For a Guardian or other individual consumer who does not pay fees to Seedling, the cap in Section 13.2 will be the greater of the amounts described in 13.2 or five hundred U.S. dollars ($500).

14. Indemnification

You will defend, indemnify, and hold harmless Seedling and its owners, members, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Content or Customer Data; (b) your use of the Services; (c) your violation of these Terms or any law; (d) your failure to obtain any required consent (including parental consent); (e) your childcare or business operations; or (f) any dispute between you and a Guardian, family, child, or staff member. This Section survives termination.

15. Term and termination

15.1 These Terms apply while you use the Services. You may stop using the Services and close your account at any time.

15.2 We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, create risk or legal exposure, or if we discontinue the Services.

15.3 On termination, your right to use the Services ends and any fees owed remain due. A Provider may request export of its Customer Data within thirty (30) days after termination; after that period, we may delete Customer Data in the ordinary course, subject to a reasonable period for residual backups and any retention required by law. The Provider is solely responsible for retaining any records required by childcare licensing or other applicable law and for exporting such records before deletion. Seedling is not the Provider's system of record and is not responsible for the Provider's recordkeeping obligations.

15.4 Provisions that by their nature should survive termination (including Sections 5, 6, 8.3, 11, 12, 13, 14, 16, 17, and 19) survive.

16. Dispute resolution; arbitration; class-action waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

16.1 Informal resolution. Before starting an arbitration, you agree to first contact us at support@goseedling.com and give us thirty (30) days to resolve the dispute informally.

16.2 Binding arbitration. Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its applicable rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

16.3 Class-action and jury waiver. You and Seedling agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. You and Seedling waive any right to a jury trial.

16.4 Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property or confidential information.

16.5 30-day opt-out. You may opt out of this arbitration agreement by emailing support@goseedling.com within thirty (30) days after first accepting these Terms, stating your name and your intent to opt out. Opting out does not affect any other part of these Terms.

16.6 Arbitration fees and location. Each party bears its own attorneys' fees and costs, except as the AAA rules or applicable law require otherwise. Arbitration will take place in Michigan, or, for a Guardian or other individual consumer, in the county of the individual's residence or by remote/video proceeding at the individual's election. The arbitrator may award the same individual relief a court could.

17. Governing law and venue

These Terms are governed by the laws of the State of Michigan, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 16. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Michigan.

18. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example, by email or through the Services) before they take effect, generally at least thirty (30) days. Changes are effective on the date stated, and your continued use of the Services after that date constitutes acceptance. If you do not agree, you must stop using the Services.

19. General

19.1 Intellectual property. Seedling and its licensors own all rights in the Services, including all software, content we provide, and the Seedling name, logos, and trademarks. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services in accordance with these Terms. All rights not expressly granted are reserved.

19.2 Third-party services. The Services rely on or integrate third-party services (including Stripe and our hosting, storage, and email providers). Those services are governed by their own terms, and we are not responsible for them.

19.3 Communications consent. You consent to receive service and transactional communications (such as enrollment, summary, payment, messaging, and security notices) by email. You may opt out of non-essential marketing emails. We do not currently send SMS/text messages.

19.4 Entire agreement; precedence. These Terms and the Privacy Policy are the entire agreement between you and Seedling regarding the Services and supersede prior agreements on the subject. If you and Seedling sign a separate written agreement or order form, that agreement controls to the extent of any conflict.

19.5 Assignment. You may not assign these Terms without our consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.

19.6 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

19.7 Severability; waiver. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it.

19.8 Notices. We may provide notices by email or through the Services. You may send notices to support@goseedling.com.

19.9 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

20. Contact

Seedling LLC
Email: support@goseedling.com