Homeschool Foundry™ Terms and Conditions

1. Introduction and Acceptance
These Terms and Conditions (the “Agreement” or “Terms”) constitute a legally binding agreement between you (“you,” “your,” “User,” “Vendor,” or “Customer”) and Homeschool Foundry™, Inc. (“Homeschool Foundry,” “Foundry,” “we,” “our,” or “us”). This Agreement governs your access to and use of the Homeschool Foundry website, mobile applications, tools, content, and related services (collectively, the “Service”).

By accessing, browsing, or using the Service, creating an account, or submitting any content, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference. If you do not agree to all of the provisions of this Agreement, you may not access or use the Service.

This Agreement governs both sides of the marketplace: (i) Vendors, meaning providers of homeschool curriculum, educational materials, or related services; and (ii) Users, meaning parents, educators, and others accessing the Service for research, reviews, or purchases.

2. Modifications to Terms
Homeschool Foundry reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time. Unless otherwise stated, modifications are effective upon posting to the Service. Your continued use of the Service after changes are posted constitutes your acceptance of the modified Terms. It is your responsibility to review the Terms periodically for updates.

In the event of a material change, we may notify you by email, account notification, or by posting a notice on the Service. If you do not agree to the modified Terms, you must immediately cease using the Service.

3. Definitions
For purposes of this Agreement, the following terms have the meanings set forth below:

“Service” means the Homeschool Foundry online marketplace, website, mobile applications, features, and related offerings, including vendor listings, reviews, forums, and search/discovery tools.
“Vendor” means any business, organization, or individual offering curriculum, educational products, or services through the Service.
“User” means any individual, parent, educator, or entity accessing or using the Service for personal or internal business purposes, other than as a Vendor.
“Vendor Content” means all content, materials, data, logos, trademarks, descriptions, images, product listings, or other submissions provided by Vendors to the Service.
“User Review” means ratings, comments, feedback, reviews, or other content submitted by Users regarding Vendors, products, or services.
“Licensed Content” means any and all content, software, technology, data, templates, tools, graphics, text, and other materials developed, licensed, or otherwise made available by Homeschool Foundry in connection with the Service.
“Confidential Information” means any non-public business, technical, or financial information disclosed by one party to the other that is designated as confidential, or that reasonably should be understood as confidential given the nature of the information and circumstances of disclosure.
“Parties” refers collectively to Homeschool Foundry and the individual or entity agreeing to this Agreement.
“Term” means the duration of this Agreement as defined in Section 4 below.
4. Licenses and Ownership

4.1 License to Use the Service

Subject to your compliance with this Agreement and timely payment of any applicable fees, Homeschool Foundry grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service solely for your personal, internal business, or educational purposes during the Term. This license does not convey any ownership rights in the Service, Licensed Content, or underlying intellectual property.

You agree not to: (i) reproduce, distribute, publicly display, publicly perform, modify, create derivative works from, or otherwise exploit any portion of the Service or Licensed Content except as expressly permitted by this Agreement; (ii) decompile, disassemble, reverse engineer, or attempt to derive source code from the Service or Licensed Content; or (iii) use the Service or Licensed Content for any unlawful, defamatory, obscene, harassing, fraudulent, infringing, or otherwise objectionable purpose.

4.2 Licensed Content Provided by Homeschool Foundry
The Service may include designs, templates, text, graphics, images, user interface elements, algorithms, data, reports, software, or other content owned or licensed by Homeschool Foundry (“Licensed Content”). Homeschool Foundry and its licensors retain all rights, title, and interest in and to the Licensed Content. Except for the limited license granted herein, no rights are granted to you, by implication, estoppel, or otherwise.

You acknowledge that:

Licensed Content is licensed, not sold.
Homeschool Foundry and its licensors retain sole ownership of Licensed Content.
You may not incorporate Licensed Content into any trademark, service mark, or logo, nor remove or obscure any copyright, trademark, or other proprietary notices contained in or accompanying Licensed Content.

4.3 Vendor Content and License to Homeschool Foundry
Vendors retain ownership of any content, data, product descriptions, trademarks, logos, images, or other materials they submit to the Service (“Vendor Content”). By submitting Vendor Content, Vendors grant Homeschool Foundry a worldwide, royalty-free, non-exclusive license during the Term, and for a reasonable archival and promotional period thereafter, to digitize, convert, reproduce, display, publish, distribute, transmit, and otherwise use Vendor Content as necessary to operate, market, promote, and improve the Service.

This license includes the right for Homeschool Foundry to:

Reformat or adapt Vendor Content for technical compatibility (e.g., resizing images, creating thumbnails, or adapting file formats);
Use Vendor names, logos, and product descriptions in promotional, advertising, or marketing materials, online or offline;
Syndicate or make available Vendor Content through third-party search engines, distribution networks, or affiliates in furtherance of the Service.

Vendors represent and warrant that they have all rights, licenses, and permissions necessary to grant the foregoing license and that their Vendor Content does not infringe any third-party rights or violate applicable law.

4.4 User Reviews and Other User Content
Users may post reviews, ratings, feedback, comments, questions, or other submissions (“User Reviews”). By submitting a User Review, you grant Homeschool Foundry a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, publish, adapt, distribute, and display such User Review in any medium now known or later developed, including for purposes of promotion, marketing, analytics, or improving the Service.

You acknowledge and agree that:

User Reviews represent the opinions of individual Users, not Homeschool Foundry.
Homeschool Foundry does not verify or guarantee the accuracy, reliability, or truthfulness of any User Review.
Homeschool Foundry reserves the right, but not the obligation, to monitor, edit, refuse, or remove User Reviews at its sole discretion.

4.5 License Back from You to Homeschool Foundry
By uploading, submitting, or transmitting any content (including Vendor Content, User Reviews, or other submissions), you grant Homeschool Foundry the rights necessary to host, store, reproduce, adapt, publish, distribute, and otherwise use such content for the purposes of operating, improving, and marketing the Service. Except for the rights expressly granted herein, Homeschool Foundry does not acquire any ownership rights in your content.

4.6 Reservation of Rights
Homeschool Foundry reserves all rights not expressly granted in this Agreement. No licenses or rights are granted to you by implication or otherwise, except as expressly set forth herein.

5.1 Term
This Agreement begins on the date you first access or use the Service, create an account, or accept these Terms (whichever occurs first), and will remain in effect until terminated as provided herein (the “Term”).

For Vendors, the Term of any paid subscription, listing, or promotional package will commence on the date specified in the applicable order, invoice, or purchase confirmation (“Order”) and continue for the duration specified therein. Unless otherwise stated, Orders will automatically renew for successive periods equal to the initial subscription term unless cancelled by either party in accordance with Section 5.2.

5.2 Termination by You
You may terminate this Agreement at any time by ceasing all use of the Service and, if you are a Vendor, by providing written notice of cancellation to Homeschool Foundry in accordance with Section 16 (Notices). Termination of your account does not relieve you of any payment obligations accrued prior to the effective date of termination. Certain vendor subscriptions may be subject to early termination charges, as specified in the applicable Order.

5.3 Termination by Homeschool Foundry
Homeschool Foundry may, in its sole discretion and without liability to you, suspend or terminate this Agreement, your account, or your access to the Service, in whole or in part, at any time, with or without notice, if:

You fail to pay any fees or charges when due;
You breach any provision of this Agreement or our Acceptable Use Policy;
We reasonably believe your conduct may cause harm, liability, or reputational damage to Homeschool Foundry, our Users, or our Vendors;
Required by law, regulation, court order, or governmental request; or
We discontinue the Service in whole or in part.

Homeschool Foundry also reserves the right to terminate inactive accounts after a 365 day period of non-use, provided that notice will be given where legally required.

5.4 Effect of Termination
Upon termination of this Agreement for any reason:

Your right to access and use the Service will immediately end.
Homeschool Foundry may deactivate or delete your account and any associated Vendor Content or User Reviews, subject to applicable law and our data retention practices.
You remain responsible for all fees and charges incurred prior to the effective date of termination.

Homeschool Foundry is not obligated to retain any Vendor Content or User Reviews after termination, but we may preserve them for a reasonable period as necessary for legal, compliance, or archival purposes.

5.5 Survival of Certain Provisions
Certain provisions of this Agreement, by their nature, are intended to survive termination. This includes provisions relating to intellectual property rights, confidentiality, indemnification, disclaimers, limitations of liability, and any payment obligations accrued prior to termination.

6. Service Access and Acceptable Use

6.1 Eligibility
You must be at least 18 years of age, or the legal age of majority in your jurisdiction, to create a Vendor account or otherwise enter into a binding contract with Homeschool Foundry. Users under 18 may access the Service only with the consent and supervision of a parent or legal guardian. By accessing or using the Service, you represent and warrant that you meet these eligibility requirements.

6.2 Account Responsibility
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Homeschool Foundry of any unauthorized access to or use of your account. Homeschool Foundry is not liable for any loss or damage arising from your failure to secure your account.

6.3 Acceptable Use
You agree to use the Service only for lawful purposes, in compliance with this Agreement and all applicable laws and regulations. Without limitation, you shall not:

Misuse of the Service
- Copy, modify, distribute, publicly display, publicly perform, or create derivative works from the Service or Licensed Content except as expressly permitted.
- Circumvent, disable, or otherwise interfere with security-related features of the Service.
- Access, scrape, or index the Service using automated tools (e.g., bots, spiders, crawlers) without our prior written consent.
Prohibited Content
- Upload, post, transmit, or otherwise make available any content that is unlawful, defamatory, infringing, harassing, harmful, obscene, pornographic, abusive, threatening, or otherwise objectionable.
- Submit false, misleading, or fraudulent Vendor Content, User Reviews, or other information.
- Upload any viruses, malware, or other harmful code.
Intellectual Property Violations
- Misappropriate or infringe upon the intellectual property rights of Homeschool Foundry, another Vendor, a User, or any third party.
- Use the Service in a way that violates copyright, trademark, patent, trade secret, or other proprietary rights.
Fraud and Misrepresentation
- Impersonate any person or entity, falsely claim an affiliation, or misrepresent your identity or qualifications.
- Manipulate identifiers or falsify information to disguise the origin of any content.
Disruption of Service
- Conduct denial-of-service attacks, excessively burden the Service, or otherwise interfere with its operation.
- Attempt to gain unauthorized access to the Service, accounts, or related systems.
Unlawful or Harmful Activities
- Use the Service in connection with any illegal activity, including but not limited to fraud, money laundering, or exploitation of minors.
- Engage in abusive or disruptive conduct toward other Users or Vendors.

6.4 Monitoring and Enforcement
Homeschool Foundry reserves the right, but not the obligation, to monitor use of the Service and to investigate, suspend, or terminate accounts that violate this Agreement. We may remove or disable access to any content at our sole discretion if we believe it violates this Agreement or applicable law.

6.5 Digital Millennium Copyright Act (DMCA) Policy

Homeschool Foundry respects the intellectual property rights of others and expects all Vendors, Users, and third parties to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. § 512, we have adopted the following policy concerning claims of copyright infringement.

(a) Notification of Claimed Infringement

If you believe that any content available on or through the Service infringes your copyright, you may submit a written notification (“DMCA Notice”) to Homeschool Foundry’s designated Copyright Agent at:

Copyright Agent
Homeschool Foundry, Inc.
3910 Ridgewood Dr
Davenport, IA 52807 Email: [dmca@homeschoolfoundry.com]

Your DMCA Notice must include the following information (as required by 17 U.S.C. § 512(c)(3)):

A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works.
Identification of the material that is claimed to be infringing, or the subject of infringing activity, and information reasonably sufficient to permit Homeschool Foundry to locate the material.
Information reasonably sufficient to permit Homeschool Foundry to contact you, such as your name, address, telephone number, and email address.
A statement that you have a good-faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law.
A statement, under penalty of perjury, that the information in your DMCA Notice is accurate and that you are authorized to act on behalf of the copyright owner.

Failure to provide all required information may result in delay or denial of your claim.

(b) Counter-Notification

If you believe that your content was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification to Homeschool Foundry’s Copyright Agent that includes the following (as required by 17 U.S.C. § 512(g)(3)):

Your physical or electronic signature.
Identification of the material that has been removed or to which access has been disabled, and the location where the material appeared before removal or disabling.
A statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification.
Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which you reside (or, if outside the United States, to the jurisdiction of the U.S. District Court for the District of Delaware), and that you will accept service of process from the person who provided the original DMCA Notice or their agent.

In accordance with the DMCA and other applicable law, Homeschool Foundry may, in appropriate circumstances and at its sole discretion, terminate the accounts of Users, Vendors, or other account holders who are deemed to be repeat infringers.

(d) Accommodation of Standard Technical Measures

Homeschool Foundry will accommodate and not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works, provided such measures do not impose an unreasonable burden on our systems or operations.

6.6 Reporting Violations
If you believe a User, Vendor, or other party is violating these Terms, please contact us at support@homeschoolfoundry.com. Reports should include sufficient detail to identify the allegedly violative content and the nature of the violation.

7. Content Disclaimer

7.1 Third-Party Content

The Service is a dual-sided marketplace that includes Vendor Content, User Reviews, advertisements, links, and other materials created or provided by third parties (collectively, “Third-Party Content”). Homeschool Foundry does not control, verify, or endorse any Third-Party Content and makes no representations or warranties regarding its accuracy, completeness, reliability, legality, or quality.

All statements, advice, opinions, offers, or other information expressed or made available by Vendors, Users, or other third parties are those of the respective author(s) and not of Homeschool Foundry.

7.2 No Endorsement
Homeschool Foundry does not endorse any particular Vendor, User, curriculum, product, service, review, or opinion appearing on the Service. The inclusion of Vendor Content or User Reviews does not constitute approval or recommendation by Homeschool Foundry.

7.3 User Reliance at Own Risk
Any reliance on Third-Party Content, including Vendor Content and User Reviews, is solely at your own risk. You are responsible for conducting your own due diligence and making independent decisions regarding the selection and use of any curriculum, product, or service.

7.4 External Links
The Service may contain links to websites or services operated by third parties. Homeschool Foundry provides such links for convenience only and is not responsible or liable for the availability, accuracy, legality, or content of such third-party websites or services. Use of third-party websites is subject to the terms and policies of those sites.

7.5 Content Removal and Moderation
Homeschool Foundry reserves the right, but has no obligation, to monitor, edit, or remove any Third-Party Content that we determine, in our sole discretion, violates these Terms, applicable law, or community guidelines, or that may otherwise expose Homeschool Foundry to liability or reputational harm.

8. Fees and Payment

8.1 Fees

Vendors agree to pay all fees, charges, and amounts set forth in the applicable order, subscription plan, invoice, or purchase confirmation (“Order”). Fees may include, without limitation, subscription fees for Vendor listings, promotional placements, advertising services, data access, or other premium features made available through the Service.

All fees are quoted and payable in U.S. dollars unless expressly stated otherwise. Homeschool Foundry reserves the right to change its fee structure or introduce new fees upon reasonable notice, which may be provided by email, account notification, or posting to the Service.

8.2 Payment Terms

Unless otherwise specified in the applicable Order:

Fees must be paid in advance of receiving the Service.
Subscription fees will be billed on a recurring basis (monthly or annually, as applicable) and will automatically renew unless cancelled in accordance with Section 5 (Term and Termination).
Vendors authorize Homeschool Foundry (and its designated payment processors) to automatically charge the payment method on file at the beginning of each billing cycle until cancellation.

8.3 Billing Information
Vendors must provide accurate and complete billing information, including a valid credit card or other approved payment method, and promptly update such information in the event of changes. Failure to maintain accurate billing information may result in suspension or termination of the Service.

8.4 Late Payments and Delinquencies
Accounts that remain unpaid more than ten (10) days after the due date are deemed delinquent. Homeschool Foundry may:

Suspend or terminate Vendor access to the Service;
Display a notice on Vendor listings indicating unavailability or account suspension;
Charge late fees, interest, or administrative fees as permitted by law; and/or
Recover collection costs, including reasonable attorneys’ fees.

Homeschool Foundry is not liable for any loss of Vendor Content, User Reviews, or business opportunities resulting from suspension or termination due to delinquency.

8.5 Chargebacks and Disputes
Vendors agree not to initiate chargebacks or payment disputes without first making a good-faith effort to resolve the matter directly with Homeschool Foundry. In the event of an improper or unlawful chargeback, Vendor remains liable for the underlying fee and any related costs, penalties, or expenses incurred by Homeschool Foundry.

8.6 Taxes
All fees are exclusive of applicable taxes, duties, or governmental charges, which are the responsibility of the Vendor. Homeschool Foundry may collect and remit sales, use, VAT, GST, or similar taxes where required by law, and such amounts will be added to the applicable fees.

8.7 No Refunds
Except as expressly set forth in an applicable Order or required by law, all fees are non-refundable. Cancellation of a subscription does not entitle the Vendor to a refund for any unused portion of the subscription term.

8.8 Promotional Pricing and Discounts
From time to time, Homeschool Foundry may offer promotional pricing, discounts, or credits. Such offers are subject to additional terms and conditions and may be modified or withdrawn at any time. Unless otherwise stated, promotional pricing applies only to the initial subscription term and renews at the then-current standard rate.

9. Intellectual Property

9.1 Homeschool Foundry Intellectual Property
All right, title, and interest in and to the Service, Licensed Content, Homeschool Foundry trademarks, service marks, logos, trade dress, product names, designs, software, algorithms, user interface elements, architecture, and all related technology and documentation (collectively, “Homeschool Foundry IP”) are and shall remain the exclusive property of Homeschool Foundry and its licensors.

You may not use Homeschool Foundry IP in any advertising, publicity, or in any other commercial manner without the prior written consent of Homeschool Foundry. Nothing in this Agreement shall be construed as granting any license or right to use Homeschool Foundry IP except as expressly permitted herein.

9.2 Feedback
If you submit feedback, suggestions, improvements, or ideas relating to the Service (“Feedback”), you acknowledge and agree that such Feedback becomes the exclusive property of Homeschool Foundry. Homeschool Foundry is free to use, disclose, reproduce, license, and otherwise exploit Feedback without restriction or compensation to you.

9.3 Vendor Content Ownership
Vendors retain ownership of their Vendor Content, subject to the license granted to Homeschool Foundry in Section 4.3. Nothing in this Agreement transfers ownership of Vendor trademarks, logos, or product content to Homeschool Foundry.

9.4 User Reviews Ownership
Users retain ownership of their User Reviews, subject to the license granted to Homeschool Foundry in Section 4.4. Homeschool Foundry may use User Reviews in perpetuity without obligation to the author.

9.5 Reservation of Rights
Except as expressly provided in this Agreement, neither party grants to the other any rights, licenses, or interests in or to their respective intellectual property. All rights not expressly granted herein are reserved.

10. Representations and Warranties

10.1 General Representations

By accessing or using the Service, you represent, warrant, and covenant that:

You have full power and authority to enter into this Agreement and to perform your obligations hereunder.
Your use of the Service will comply with all applicable laws, regulations, and third-party rights.
You will not use the Service for any unlawful purpose or in violation of this Agreement.
All information you provide to Homeschool Foundry is and will remain accurate, complete, and up to date.

10.2 Vendor-Specific Representations

Vendors specifically represent, warrant, and agree that:

Ownership of Content: You are the owner or valid licensee of all Vendor Content you submit, and you have secured all necessary rights, licenses, consents, permissions, and releases to grant the licenses set forth in this Agreement.
Non-Infringement: Your Vendor Content, and its use by Homeschool Foundry as permitted herein, does not and will not infringe, misappropriate, or violate any intellectual property rights, moral rights, rights of publicity, privacy rights, or contractual rights of any person or entity.
Compliance with Law: Your Vendor Content complies with all applicable laws, rules, and regulations, including consumer protection, advertising, and data protection laws.
Accuracy: Your Vendor Content, including product descriptions, pricing, claims, and representations, is truthful, accurate, not misleading, and substantiated by appropriate evidence where required by law.
Freedom from Harmful Code: Your Vendor Content is and will remain free from viruses, worms, Trojan horses, spyware, or other malicious code.
Business Use Only: You will use the Service solely for legitimate business purposes and not for personal, family, or household use.

10.3 User-Specific Representations

Users specifically represent, warrant, and agree that:

Authenticity of Reviews: Any User Review you submit reflects your honest, independent, and genuine opinion based on your own experience.
Accuracy: User Reviews and other submissions are truthful, accurate, and not misleading.
Lawful Content: User Reviews do not include unlawful, defamatory, obscene, harassing, infringing, or otherwise objectionable material.
No Conflicts of Interest: You will not post User Reviews for compensation, incentive, or in connection with undisclosed conflicts of interest (e.g., reviewing your own Vendor account or a competitor).

10.4 Disclaimer of Foundry Warranties

Except as expressly set forth in this Agreement, Homeschool Foundry does not make, and hereby expressly disclaims, any representations, warranties, or guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of accuracy, completeness, merchantability, fitness for a particular purpose, non-infringement, or continuous availability of the Service.

11. Indemnification

11.1 Indemnification by Vendors

Vendors shall defend, indemnify, and hold harmless Homeschool Foundry, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Foundry Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and settlement costs) arising out of or relating to:

Vendor’s breach of any representation, warranty, covenant, or obligation under this Agreement;
Vendor Content, including but not limited to claims alleging infringement, misappropriation, defamation, false advertising, violation of privacy or publicity rights, or other unlawful conduct;
Any actual or alleged violation of applicable laws or regulations by Vendor in connection with its use of the Service or its products or services;
Vendor’s interactions with Users, including disputes relating to curriculum, products, or services;
Any negligent or willful acts or omissions by Vendor or its employees, contractors, or agents.

11.2 Indemnification by Users

Users shall defend, indemnify, and hold harmless the Foundry Indemnitees from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and settlement costs) arising out of or relating to:

User’s breach of any representation, warranty, covenant, or obligation under this Agreement;
User Reviews or other content submitted by User, including claims alleging defamation, infringement, misappropriation, or violation of rights of publicity or privacy;
Any actual or alleged violation of applicable laws or regulations by User in connection with use of the Service;
Any negligent or willful acts or omissions by User.

11.3 Indemnification Procedure

Homeschool Foundry will:

Promptly notify you in writing of any claim subject to indemnification, provided that failure to give timely notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby;
Permit you to control the defense and settlement of the claim, provided that you may not settle any claim without Homeschool Foundry’s prior written consent if such settlement (i) imposes an obligation on Homeschool Foundry, (ii) requires an admission of liability by Homeschool Foundry, or (iii) does not fully release Homeschool Foundry from liability; and
Provide reasonable cooperation, at your expense, in the defense of such claim.

12. Confidentiality

12.1 Definition
For purposes of this Agreement, “Confidential Information” means any non-public information, data, or materials disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Service that:

Is designated as confidential at the time of disclosure; or
Should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information may include, without limitation, business plans, pricing, technical data, product roadmaps, user data, vendor data, algorithms, processes, financial information, and trade secrets.

12.2 Exclusions
Confidential Information does not include information that:

Was already lawfully known to the Receiving Party prior to disclosure;
Becomes publicly known through no fault of the Receiving Party;
Is disclosed to the Receiving Party by a third party who has the legal right to make such disclosure; or
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

12.3 Obligations
The Receiving Party agrees to:

Use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement;
Maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care;
Not disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, advisors, or affiliates who need to know such information and are bound by confidentiality obligations no less restrictive than those contained herein.

12.4 Required Disclosure
The Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) to allow the Disclosing Party to seek protective or other court orders.

12.5 Injunctive Relief
Each party acknowledges that unauthorized disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, in the event of breach or threatened breach of this Section.

12.6 Return or Destruction
Upon termination of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information of the Disclosing Party in its possession or control, except as required by law or as retained in automated backup systems maintained in the ordinary course of business.

13. Disclaimers; Limitation of Liability

13.1 No Warranty on Service

THE SERVICE, INCLUDING ALL CONTENT, REVIEWS, RATINGS, DATA, RECOMMENDATIONS, MATERIALS, SOFTWARE, AND FUNCTIONALITY PROVIDED OR MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOMESCHOOL FOUNDRY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR SECURITY.

Homeschool Foundry does not guarantee that the Service will be uninterrupted, error-free, secure, free of viruses or harmful code, or that defects will be corrected. The Service may be subject to limitations, delays, or other issues inherent in the use of the internet, technology systems, or third-party services.

13.2 User and Vendor Responsibility

You acknowledge that Homeschool Foundry is a neutral platform and does not control, endorse, or guarantee the quality, legality, accuracy, reliability, or safety of any content, reviews, curriculum, products, or services offered by third parties (including vendors, affiliates, or users). Any reliance on such information is solely at your own risk.

Homeschool Foundry does not guarantee that curriculum or products listed will meet any particular educational, accreditation, or funding program requirements, and is not responsible for compliance determinations made by any state, school district, government authority, or charter program.

13.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOMESCHOOL FOUNDRY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS (“HOMESCHOOL FOUNDRY ENTITIES”) SHALL NOT BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA;
COST OF SUBSTITUTE GOODS OR SERVICES;
BUSINESS INTERRUPTION OR SYSTEM FAILURE;
DAMAGES ARISING FROM OR RELATED TO CONTENT OR CONDUCT OF ANY USER, VENDOR, OR THIRD PARTY; OR
DAMAGES ARISING FROM OR RELATED TO ANY ERRORS, OMISSIONS, DELAYS, OR FAILURES OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ALGORITHMIC RECOMMENDATIONS, MATCHING RESULTS, OR REVIEW MODERATION DECISIONS.

13.4 Cap on Liability

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE HOMESCHOOL FOUNDRY ENTITIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICE, EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO HOMESCHOOL FOUNDRY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.5 Essential Purpose

The limitations set forth in this Section 13 are fundamental elements of the basis of the bargain between you and Homeschool Foundry. The Service would not be provided without such limitations.

13.6 Certain Jurisdictions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, the liability of the Homeschool Foundry Entities shall be limited to the maximum extent permitted by law.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your use of the Service (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Venue

Except as otherwise provided in Section 14.3, you and Homeschool Foundry agree that any Dispute that is not subject to arbitration shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware. You consent to the personal jurisdiction of such courts for the purpose of litigating such disputes.

14.3 Binding Arbitration Agreement

(a) Agreement to Arbitrate. You and Homeschool Foundry agree that, except as provided in Section 14.4, any and all Disputes shall be resolved through final and binding arbitration, rather than in court. Arbitration will be conducted by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules.

(b) Class Action Waiver. YOU AND HOMESCHOOL FOUNDRY AGREE THAT ALL ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. The arbitrator shall have no authority to consolidate or join the claims of other parties or preside over any form of a representative or class proceeding.

(c) Arbitration Procedures. Unless the parties agree otherwise, arbitration hearings shall take place in Wilmington, Delaware. The arbitration may be conducted by telephone, video conference, based on written submissions, or in person, at the discretion of the arbitrator. The arbitrator shall issue a written award and statement of decision describing the material findings and conclusions on which the award is based.

(d) Costs. Payment of arbitration fees shall be governed by the AAA’s rules. If the arbitrator determines that your claims are not frivolous or brought in bad faith, Homeschool Foundry will pay any portion of the arbitration fees necessary to prevent the arbitration from being cost-prohibitive compared to litigation.

(e) Confidentiality. The arbitration proceedings and any award shall remain confidential, except as necessary to enforce or challenge the arbitration award in court.

14.4 Exceptions to Arbitration

Notwithstanding Section 14.3, you and Homeschool Foundry each retain the right to:

Bring an individual action in small claims court within the scope of its jurisdiction;
Seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights, proprietary information, or confidential information; and
Pursue claims to the extent they cannot legally be subject to arbitration under applicable law.

14.5 Time Limit for Claims

Any Dispute must be filed within one (1) year after the cause of action arises; otherwise, such Dispute is permanently barred.

14.6 Jury Trial Waiver

YOU AND HOMESCHOOL FOUNDRY EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.7 Mass Arbitration and Batch Proceedings

(a) Definition. A “Mass Arbitration” means 25 or more similar arbitration demands filed against Homeschool Foundry within a 90-day period by the same law firm, coordinated group of law firms, or organization, asserting substantially similar claims and seeking substantially similar relief.

(b) Batching Process. In the event of a Mass Arbitration, you and Homeschool Foundry agree that the arbitrations shall be resolved in batches of no more than ten (10) individual claims per batch. Each batch will be assigned to a single arbitrator, and will proceed with one set of fees, one procedural schedule, and one hearing (if any). The arbitrator will issue a single award resolving all claims within the batch.

(c) Fee Allocation. Fees for each batch proceeding shall be allocated among the claimants in that batch, unless the arbitrator determines otherwise. Claimants whose demands are included in a batch will not be responsible for fees until that batch is formally designated to proceed.

(d) Mediation Following First Batch. After the first batch of arbitrations is decided, the results shall be submitted to non-binding mediation administered by AAA (or another agreed provider) for the purpose of facilitating resolution of the remaining claims. If no resolution is reached within ninety (90) days, either party may opt out of arbitration and proceed in court.

(e) No Class Arbitration. Nothing in this Section authorizes or permits a class, collective, or representative arbitration or action of any kind. Batch arbitration is a procedural device designed solely to increase efficiency in resolving Mass Arbitrations, and does not waive the parties’ agreement that claims must be resolved individually.

15. Intellectual Property Rights

15.1 Homeschool Foundry Content and Technology

All rights, title, and interest in and to the Service, including without limitation the design, layout, user interface, software, algorithms, recommendation engines, AI-driven tools, data compilation, aggregate ratings, analytics, and all text, graphics, logos, trademarks, service marks, trade names, domain names, copyrights, and other proprietary materials provided by Homeschool Foundry (collectively, “Homeschool Foundry Content”), are and shall remain the exclusive property of Homeschool Foundry and its licensors. Except as expressly permitted in these Terms, you may not copy, modify, reproduce, distribute, create derivative works of, publicly display, or in any way exploit Homeschool Foundry Content without prior written consent.

15.2 Vendor Content

Vendors retain ownership of their own curriculum, logos, brand names, trademarks, service marks, promotional materials, and other proprietary content that they upload or make available on the Service (“Vendor Content”). By posting Vendor Content, vendors grant Homeschool Foundry a worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, display, reproduce, distribute, publish, and promote such Vendor Content in connection with operating, marketing, and improving the Service.

15.3 User Content (Reviews and Contributions)

Users retain ownership of the text, photos, videos, ratings, reviews, and other contributions submitted through the Service (“User Content”). By submitting User Content, you grant Homeschool Foundry a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, sublicensable, and transferable license to use, copy, display, publish, distribute, adapt, promote, create derivative works from, and otherwise exploit such User Content in any media now known or later developed, including in connection with marketing, advertising, and publicizing the Service. You also waive any claims of moral rights or attribution associated with your User Content.

15.4 Feedback

If you submit ideas, suggestions, or feedback regarding the Service (“Feedback”), you acknowledge and agree that:

Homeschool Foundry is free to use such Feedback without restriction or obligation;
Homeschool Foundry may already be developing products or services similar to or competitive with any Feedback; and
You are not entitled to any compensation or credit for the use of your Feedback.

15.5 Reservation of Rights

Except for the licenses expressly granted in this Section 15, no rights are granted to you under these Terms, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Homeschool Foundry and its licensors.

16. Review and Content Guidelines

16.1 User Responsibilities

When submitting reviews, ratings, photos, videos, or any other User Content to Homeschool Foundry, you agree to ensure that your contributions are:

Accurate and Honest: Your reviews must reflect your genuine experience with a product or vendor. Fabricated, exaggerated, or intentionally misleading statements are prohibited.
Respectful and Appropriate: Content must not include offensive, obscene, profane, defamatory, harassing, discriminatory, or otherwise inappropriate language or material.
Relevant and Educational: Reviews should focus on the curriculum or resource being evaluated. Irrelevant commentary, spam, or unrelated promotional material is not permitted.
Non-Commercial: You may not use reviews or other User Content for commercial solicitation, promotion of your own business, or to disparage competitors.

16.2 Prohibited Content

User Content must not:

Contain false, misleading, or deceptive information.
Infringe upon or misappropriate any third party’s intellectual property, privacy, or publicity rights.
Contain personal or private information of another person (including addresses, phone numbers, or financial details) without their explicit consent.
Promote or depict violence, hate speech, exploitation of minors, pornography, or unlawful activity.
Be submitted in exchange for compensation, incentives, discounts, or any other benefit, unless expressly authorized in writing by Homeschool Foundry.

16.3 Moderation and Enforcement

Homeschool Foundry reserves the right, but does not assume the obligation, to screen, monitor, edit, remove, or reinstate User Content at its sole discretion, with or without notice. For example, Homeschool Foundry may remove a review if it:

Violates these Terms or separate Content Guidelines published by Homeschool Foundry;
Appears to be spam, a fake review, or otherwise manipulative in nature;
Contains personal disputes between users or vendors unrelated to the educational product or service being reviewed.

Homeschool Foundry’s decision to remove, edit, or retain User Content does not imply endorsement of any particular viewpoint and does not create any obligation to take similar actions in the future.

16.4 Review Authenticity

To preserve the integrity of reviews on the Service, you agree not to:

Post a review about a vendor or product with which you have no personal experience;
Post multiple reviews on the same product from the same perspective;
Trade reviews with other users or vendors, or pressure others into posting or removing reviews;
Impersonate another user or misrepresent your identity in submitting a review.

16.5 Vendor Involvement in Reviews

Vendors are prohibited from offering payment, gifts, discounts, or other incentives in exchange for reviews or ratings. Vendors may not post reviews of their own products or those of competitors. Vendors may respond to reviews in accordance with guidelines provided by Homeschool Foundry, but must do so respectfully and professionally.

16.6 Appeals and Complaints

If you believe a review is false, misleading, or otherwise violates these Terms, you may submit a complaint through the designated reporting channels provided by Homeschool Foundry. Homeschool Foundry will review such complaints and determine, at its sole discretion, whether any action is appropriate.

17. Third-Party Services and Links

17.1 Third-Party Vendors and Platforms.
The Service may contain links to or integrations with third-party websites, platforms, and services, including but not limited to vendor websites, state funding programs (such as ESA, scholarship, or charter school platforms), and payment processors. Homeschool Foundry provides these links or integrations solely as a convenience. Homeschool Foundry does not control and is not responsible for the content, accuracy, functionality, policies, or practices of any third-party services.

17.2 No Endorsement.
Inclusion of any third-party link or reference does not constitute or imply an endorsement, sponsorship, or recommendation by Homeschool Foundry. Your interactions with third-party services are strictly between you and the applicable third party.

17.3 Third-Party Terms.
If you choose to access or use third-party services, you do so at your own risk and are subject to the terms and conditions and privacy policies of those third parties. Homeschool Foundry is not responsible for and disclaims all liability arising from your use of any third-party services.

17.4 Third-Party Payments.
Where applicable, certain payments or transactions may be facilitated through third-party processors. Homeschool Foundry does not process or store your payment card details and shall not be liable for any errors, delays, unauthorized transactions, or security breaches attributable to third-party processors.

18. General Terms

18.1 Entire Agreement.
This Agreement, together with any documents expressly incorporated by reference (including the Acceptable Use Policy and Privacy Policy), constitutes the entire agreement between you and Homeschool Foundry relating to the subject matter herein and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

18.2 Amendments.
Homeschool Foundry may revise or update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted on the Service, and your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes. If material changes are made, Homeschool Foundry will provide notice through the Service or via email to registered users.

18.3 Assignment.
You may not assign, delegate, or otherwise transfer this Agreement or any rights or obligations hereunder without prior written consent from Homeschool Foundry. Any attempted assignment in violation of this Section is null and void. Homeschool Foundry may assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement is binding on and shall inure to the benefit of the parties and their permitted successors and assigns.

18.4 Waiver.
No waiver by Homeschool Foundry of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Homeschool Foundry to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

18.5 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permissible.

18.6 Force Majeure.
Homeschool Foundry shall not be liable or responsible for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, labor disputes, internet or telecommunications failures, power outages, equipment failures, pandemics, or other events of force majeure.

18.7 Notices.
All notices required under this Agreement must be in writing. Notices to Homeschool Foundry shall be sent to the contact address published on the Service. Notices to you may be sent to the email address or physical address provided during account registration or as updated in your account profile.

18.8 No Third-Party Beneficiaries.
Except as expressly stated in this Agreement, nothing herein is intended to confer any rights or remedies on any person or entity other than the parties hereto and their permitted successors and assigns.

18.9 Survival.
The provisions of this Agreement that by their nature should survive termination (including but not limited to disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and general provisions) shall survive any expiration or termination of this Agreement.

19. General Terms

19.1 Entire Agreement.
This Agreement, together with any documents expressly incorporated by reference (including the Acceptable Use Policy and Privacy Policy), constitutes the entire agreement between you and Homeschool Foundry relating to the subject matter herein and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

19.2 Amendments.
Homeschool Foundry may revise or update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted on the Service, and your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes. If material changes are made, Homeschool Foundry will provide notice through the Service or via email to registered users.

19.3 Assignment.
You may not assign, delegate, or otherwise transfer this Agreement or any rights or obligations hereunder without prior written consent from Homeschool Foundry. Any attempted assignment in violation of this Section is null and void. Homeschool Foundry may assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement is binding on and shall inure to the benefit of the parties and their permitted successors and assigns.

19.4 Waiver.
No waiver by Homeschool Foundry of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Homeschool Foundry to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

19.5 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permissible.

19.6 Force Majeure.
Homeschool Foundry shall not be liable or responsible for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, labor disputes, internet or telecommunications failures, power outages, equipment failures, pandemics, or other events of force majeure.

19.7 Notices.
All notices required under this Agreement must be in writing. Notices to Homeschool Foundry shall be sent to the contact address published on the Service. Notices to you may be sent to the email address or physical address provided during account registration or as updated in your account profile.

19.8 No Third-Party Beneficiaries.
Except as expressly stated in this Agreement, nothing herein is intended to confer any rights or remedies on any person or entity other than the parties hereto and their permitted successors and assigns.

19.9 Survival.
The provisions of this Agreement that by their nature should survive termination (including but not limited to disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and general provisions) shall survive any expiration or termination of this Agreement.

19.10 Governing Law & Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Subject to the Dispute Resolution provisions set forth above, the parties consent to the exclusive jurisdiction of the state and federal courts located in Deleware for any disputes arising under or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20. Acceptance of Terms
By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement.