Director Agreement

Introduction#

This Director Agreement ("Agreement") is entered into between LearningSense LLC ("LearningSense," "we," "us") and the individual or entity creating a Director account ("Director," "you"). This Agreement governs your use of the LearningSense platform ("Platform") to operate a homeschool co-op, and is incorporated into and forms part of the LearningSense Terms of Service and Payment Terms. By creating a Director account, subscribing to the Platform, or enabling payment collection features, you agree to this Agreement.

1. Definitions#

• Agreement: this Director Agreement, together with the Terms of Service, Payment Terms, and Privacy Policy referenced herein.
• Director: the individual who creates a Director account and uses the Platform to administer a homeschool co-op.
• Co-op Administrator: an adult the Director gives administrative access to help run the Co-op, where the Platform offers that. A Co-op Administrator acts for the Director, and the Director is responsible for their actions on the Platform as if they were the Director's own.
• Co-op: the homeschool cooperative, Mother's Day Out or Parents Day Out program, or similar educational group operated by the Director and registered on the Platform.
• Family: a parent or legal guardian (and, where applicable, their enrolled children) who joins a Co-op on the Platform.
• Co-op Data: all information submitted to the Platform by the Director, Co-op Administrators, Teachers, or Families in connection with the Co-op, including enrollment records, class data, communications, payment records, and information about families the Director adds before they join.
• Co-op Payments: payments collected from Families by the Director through the Platform's payment facilitation feature.
• Platform Fee: the fee charged by LearningSense on Co-op Payments processed through the Platform, as disclosed at https://www.learningsense.org/pricing.
• LearningSense: LearningSense LLC, a Texas limited liability company, operator of the Platform and party to this Agreement.
• Stripe: Stripe, Inc., the third-party payment processor used by LearningSense to facilitate payment processing.
• Stripe Connect Account: the connected payment account created by the Director through Stripe to enable Co-op Payment collection and disbursement.

Co-directors. If the Director invites co-directors, they act on behalf of the co-op. The Director remains responsible under this Agreement for the subscription, payouts, refunds, the Stripe connection, and everything co-directors do on the platform, and must remove a co-director who leaves the co-op.

2. Director Account and Eligibility#

To create and maintain a Director account, you must:

• be at least 18 years of age;
• be a legal resident or entity authorized to do business in the United States;
• have the legal authority to operate a homeschool co-op or similar educational organization;
• provide accurate, complete, and current information during registration and maintain it going forward;
• not have been previously suspended or banned from the Platform;
• comply with all applicable federal, state, and local laws governing your co-op's operations.

Each Director account may manage one (1) co-op. Directors operating multiple co-ops must create separate accounts and subscriptions for each. LearningSense reserves the right to verify eligibility and to suspend accounts that do not meet these requirements.

3. Nature of Relationship#

The relationship between LearningSense and the Director is that of independent contracting parties. Nothing in this Agreement creates or implies:

• an employment, agency, partnership, joint venture, or franchise relationship;
• any authority for the Director to bind LearningSense to any obligation;
• any authority for LearningSense to control, direct, or supervise the Director's co-op operations, curriculum, enrollment decisions, or financial policies.

The Director operates their co-op as an independent organization. LearningSense provides technology tools to support co-op administration and is not a co-sponsor, co-operator, or guarantor of the Director's co-op.

4. Director Representations and Warranties#

By entering into this Agreement and on a continuing basis, the Director represents and warrants that:

• all information provided to LearningSense is accurate, complete, and not misleading;
• the Director has the full legal right and authority to enter into this Agreement and to operate the co-op;
• the Director's co-op operations comply with all applicable federal, state, and local laws including laws governing educational organizations, nonprofit status if applicable, data privacy, and payment collection;
• the Director has obtained all necessary licenses, permits, and authorizations;
• the Director will not use the Platform for any unlawful purpose;
• the Director has the authority to invite Families and to collect Co-op Payments from those Families;
• the Director will promptly notify LearningSense at support@learningsense.org if any of the above representations become untrue.

5. Co-op Operations and Director Responsibilities#

The Director is solely responsible for all aspects of their co-op's operations, including:

• Curriculum and instruction.
• Enrollment decisions.
• Fee structures.
• Refund policies: establishing and communicating refund and cancellation policies to Families before collecting payment.
• Child safety: maintaining appropriate safeguards for the safety and wellbeing of children.
• Communications: all communications sent to Families through the Platform.
• Emails and messages sent for the co-op: using announcements, messages, reminders, and invoices only to communicate with the co-op's own members about the co-op, as described in Addition 9 of the Terms of Service, and never for advertising or solicitation.
• Compliance: ensuring the co-op's operations comply with all applicable laws including homeschool regulations in the Director's state.
• Teachers: inviting, managing, and removing any Teachers in the co-op; configuring what co-op data each Teacher may access; ensuring Teachers use the Platform appropriately and handle Family and child data in accordance with this Agreement, the Privacy Policy, and the Teacher confidentiality duties in the Terms of Service; and removing a Teacher's access promptly when the Teacher stops teaching for the co-op. Teachers accept the Terms of Service and Privacy Policy when they join. The Director is responsible for the conduct of Teachers they invite.
• Co-op Administrators: where the Platform offers it, choosing any Co-op Administrators, and removing their access promptly when they no longer help run the co-op. The Director is responsible for what Co-op Administrators do on the Platform.

LearningSense is not responsible for and expressly disclaims any liability arising from the Director's co-op operations, including any harm to children, Family disputes, educational outcomes, or financial obligations of the co-op.

6. Payment Facilitation Authorization#

By enabling the payment collection feature, the Director authorizes LearningSense to:

• collect Co-op Payments from Families on the Director's behalf through Stripe Connect, by bank transfer (ACH) or by card;
• deduct Platform Fees and payment processing fees, as described in Section 7 of the Payment Terms, from Co-op Payments before disbursement;
• disburse the remaining balance to the Director's Stripe Connect Account;
• issue receipts to Families on the Director's behalf;
• process refunds to Families at the Director's written request, subject to available funds;
• deduct chargeback amounts and associated fees from the Director's future payouts or payment method on file;
• hold, delay, or reverse payouts in cases of suspected fraud, regulatory requirement, or elevated dispute rates.

Families always pay exactly the amount the Director sets. The co-op pays the Platform Fee and the payment processing fee out of its payout. The Director must not add a surcharge or processing fee to any Family's payment on the Platform.

This authorization remains in effect until the Director disables payment collection or terminates their account.

7. Stripe Connect and KYC Requirements#

To receive payouts, the Director must create a Stripe Connect Account and complete Stripe's identity verification process. The Director agrees to be bound by Stripe's Connected Account Agreement at https://stripe.com/legal/connect-account.

The Director must provide accurate and complete information to Stripe for identity verification including legal name, date of birth, Social Security Number or Tax ID, and bank account details. LearningSense cannot override, delay, or waive Stripe's KYC requirements; failure to complete KYC will prevent the Director from receiving payouts. Stripe may independently suspend, restrict, or terminate the Director's Stripe Connect Account. LearningSense has no authority to reverse Stripe's decisions. The Director acknowledges that Stripe's privacy policy governs information provided to Stripe during KYC.

8. Platform Fees#

LearningSense charges Platform Fees on Co-op Payments as disclosed at https://www.learningsense.org/pricing. The Director acknowledges and agrees:

• Platform Fees are automatically deducted from Co-op Payments before disbursement;
• when a Co-op Payment is refunded to a Family, the Platform Fee on it is returned in proportion to the amount refunded; payment processing fees are kept by Stripe and are not returned;
• if a refunded payment results in a negative balance, the shortfall including Platform Fees will be deducted from future payouts or collected from the Director's payment method on file;
• LearningSense may change Platform Fee rates at any time. A new rate applies only to Co-op Payments started after LearningSense notifies the Director of it by email or in the Platform. Continued use of payment collection after that notice constitutes acceptance;
• Platform Fees are separate from and in addition to any fees charged by Stripe for payment processing.

9. Payouts and Disbursements#

LearningSense will disburse Co-op Payments (net of Platform Fees and any applicable deductions) to the Director's Stripe Connect Account on Stripe's standard payout schedule.

• Payout holds: LearningSense or Stripe may place a hold on payouts where there is suspected fraudulent activity, an elevated chargeback rate, a regulatory hold, or any other reason permitted under this Agreement or Stripe's terms; LearningSense will notify the Director of any hold applied by LearningSense where reasonably practicable.
• Reserve requirements: LearningSense may establish a rolling reserve if the Director's account presents elevated financial risk; reserves will be released within 90 days of account closure absent outstanding claims.
• Payout errors: the Director must report any suspected payout errors to support@learningsense.org within 30 days of the relevant payout date; claims made after 30 days may be time-barred.
• Abandoned funds: if a Director account is closed and a remaining balance cannot be disbursed due to invalid banking information, LearningSense will attempt to contact the Director for 90 days; after 90 days, unclaimed funds may be handled in accordance with applicable unclaimed property laws.

10. Refunds and Cancellations#

The Director is solely responsible for establishing and communicating a refund policy to Families. LearningSense does not set or enforce co-op refund policies. The Director must communicate their refund policy to Families clearly and in advance of collecting any payment. Directors issue refunds to Families from their dashboard, or LearningSense will process a refund at the Director's written request submitted to support@learningsense.org. Refunds are processed from available funds in the Director's Stripe Connect Account; the Director is responsible for maintaining sufficient funds to cover anticipated refunds. LearningSense cannot process refunds that exceed the original payment amount. Failure to honor a legitimate refund request communicated to LearningSense may result in account suspension pending resolution.

11. Chargebacks and Disputes#

The Director bears full financial responsibility for chargebacks on Co-op Payments, even though Co-op Payments are charged through LearningSense's Stripe platform account.

• Director liability: if a chargeback is filed and upheld, the Director is liable for the full chargeback amount plus all associated fees imposed by Stripe or the card network.
• Recovery: chargeback amounts and fees will be deducted from the Director's future payouts; if future payouts are insufficient, LearningSense may charge the Director's subscription payment method on file.
• Dispute response: LearningSense will notify Directors of chargebacks in a timely manner and provide available transaction evidence; Directors may be required to provide documentation such as enrollment records, communications with the Family, and refund policy disclosures.
• Elevated chargeback rates: if the Director's chargeback rate exceeds thresholds set by Stripe or card networks, LearningSense may suspend payment collection, establish a reserve, or terminate this Agreement.
• Cooperation: the Director agrees to cooperate fully and promptly with LearningSense and Stripe in the investigation and resolution of any payment dispute.

12. Prohibited Uses#

The Director must not use the Platform or its payment features for any of the following:

• collecting payments for goods, services, or activities unrelated to the co-op described in the Director's account;
• processing payments on behalf of any third party not affiliated with the Director's co-op;
• operating more than one co-op under a single account or subscription;
• facilitating transactions that violate any applicable law including laws prohibiting money laundering, fraud, or unlicensed financial activity;
• misrepresenting the nature, amount, or purpose of any payment to Families, LearningSense, or Stripe;
• using the Platform's communication features to send unsolicited commercial messages or communications unrelated to co-op operations;
• accessing or attempting to access the accounts or data of other Directors or Families without authorization;
• reverse engineering, scraping, or otherwise attempting to extract data or source code from the Platform;
• circumventing or attempting to circumvent any Platform security, access controls, or payment systems.

Violation of this section is grounds for immediate account termination without refund.

13. Director Data and Co-op Data#

All Co-op Data submitted by the Director or Families remains the property of the Director, subject to the following:

• License to LearningSense: the Director grants LearningSense a limited, non-exclusive, royalty-free license to access, process, store, and use Co-op Data to provide, maintain, secure, support, and improve the Platform, including through the service providers listed on the LearningSense Subprocessors page, some of which are artificial intelligence tools that can read Co-op Data, including children's records, when they do that work.
• No sale of data: LearningSense will not sell Co-op Data to third parties, use Co-op Data for advertising purposes, or allow Co-op Data to be used to train third-party artificial intelligence models.
• Data export: the Director may export Co-op Data at any time through the Platform's export tools, and upon account termination Co-op Data will remain accessible for export for 30 days, after which LearningSense may permanently delete it.
• Director's data obligations: the Director is responsible for ensuring they have all necessary rights and consents to submit Co-op Data including data about Families and children.
• Security: the Director is responsible for maintaining the security of their account credentials and must notify LearningSense immediately at support@learningsense.org if they suspect unauthorized access.

14. Family Data and COPPA Obligations#

Because the Platform stores information about children enrolled in co-op classes, both LearningSense and Directors have obligations under COPPA and applicable state laws.

• Director as data controller: with respect to Family and child data submitted through the Director's co-op, the Director acts as the data controller and is responsible for ensuring the lawfulness of that data collection.
• Telling families: the Director must ensure that all Families they invite or add have been told that their information and their children's information will be stored on the Platform. The Director represents that it has given each Family this notice.
• Adding families before they join: the Director, or a Co-op Administrator acting for the Director, may add a family before the parent has an account, by hand or by uploading a spreadsheet, so the parent can be invited. Only the parent's name, email address, and phone number, and each child's name, grade, and date of birth may be added this way. Each time the Director adds families, the Director represents and warrants that (a) the Director received this information from the family, or with the family's permission, for the co-op's own enrollment; (b) the family has been told that the co-op uses LearningSense; and (c) the information is accurate to the best of the Director's knowledge.
• Information that may not be added for a family: for a family that has not joined, the Director must not enter health, medical, allergy, medication, dietary, emergency contact, or pickup information, any government identification number, or any other information beyond the details listed above. Parents add these themselves.
• Parental consent: LearningSense asks each parent or guardian to review and confirm each child, and to give consent, before the child's information becomes part of the parent's account and before the child can be enrolled. The Director must not enroll, invoice, or charge a child on a parent's behalf, must not try to get around the parent's review, and must remove a child promptly if the parent says the child is not theirs.
• Families who do not join: LearningSense deletes information about a family that has not joined and confirmed its children 180 days after it was added, and may delete it sooner, for example when the parent asks. The Director should delete it as soon as the Director learns the family is not joining. The Director decides whether and when LearningSense emails such a family an invitation, and must not use the Platform to send such a family anything other than invitations to join.
• Minimum necessary data: Directors must not require Families to submit more information than is necessary for co-op enrollment and class management.
• No unauthorized disclosure: Directors must not share Family or child data obtained through the Platform with any third party without the Family's express consent, except (a) as required by law; (b) with emergency responders when a child's safety requires it; or (c) with a service provider the Director uses to run the co-op, such as accounting software the Director connects, that is bound to keep the data confidential and use it only for the co-op. Children's health and safety information may not be shared under (c).
• Data access requests: if a Family, or a parent of a family the Director added who has not joined, asks the Director for access to or deletion of their data, the Director must notify LearningSense at support@learningsense.org within 5 business days. LearningSense may act on a parent's request made directly to LearningSense and will tell the Director when it does.
• Teacher access: a Teacher linked to a class sees a child's health, safety, and pickup details only where the child's parent or guardian has left those fields shared with teachers (all are shared by default). Teachers agree to confidentiality duties in the Terms of Service. The Director is responsible for ensuring the Teacher does not misuse or improperly disclose that data.
• Records of people who leave: class records a Teacher or Family created for the co-op (attendance and its notes, class announcements and their files, class files, and co-op events) stay with the co-op after that person deletes their account, with the person removed as author. The Director must tell Teachers this, keep these records only as long as the co-op needs them, and work with LearningSense when a former Teacher or Family asks to have information about themselves removed. LearningSense may remove it after telling the Director.
• Optional features the Director turns on: if the Director turns on an optional feature, the Director is responsible for how the co-op uses it, including:
  • Health and safety records (such as immunization records, medication logs, and incident reports): what the co-op records, who in the co-op can see it, giving each parent access to their own child's records, and keeping and deleting records as the laws that apply to the co-op require. LearningSense is not a health care provider and does not review these records.
  • Check-in and check-out: deciding who may pick up each child and following the co-op's own safety procedures. LearningSense records what the co-op's staff enter and does not verify anyone's identity.
  • Photos: honoring each family's photo and media choice, and not posting, or allowing others to post, a photo of a child whose parent has not given consent.
  • Text messages: sending texts through the Platform only to people who opted in, only about the co-op, and never for marketing. The Director is responsible for the content of texts the Director sends.
  • Public co-op page: choosing what co-op information to publish; never publishing a child's name, age, grade, or records, or a family's information without that family's permission; publishing a photo that shows a child only after confirming the child's parent or guardian gave the co-op photo and media permission, never naming a child in a caption, and removing a photo when a parent or guardian asks; publishing only real family quotes the family agreed to post; and listing team members only with their agreement. The Director keeps the permissions and agreements and shows them to LearningSense on request.
  • Volunteers and background checks: if the co-op requires background checks, getting them lawfully, including any disclosure and written authorization that federal or state law requires, and recording only their status and dates on the Platform, not the reports.
  • Imports and AI-assisted features: having the right to bring the records in, and reviewing imported records, including any AI-suggested matches, before saving them.
  • Connected services: when the Director connects another service, such as accounting software like QuickBooks, the Director instructs LearningSense to send it the data the Director selects, and is responsible for having the right to share that data and for the other service's handling of it.
  • Student logins: making student logins available only through each parent's own Family account, and for a child under 13 only after the parent gives verifiable parental consent.
  • Forms and waivers: writing the forms, waivers, and releases the co-op asks families to sign, deciding whether they are legally sufficient for the co-op's purpose, and keeping signed copies as the co-op's records. LearningSense provides the signing tool only and gives no legal advice about any form.
• Director indemnity: the Director agrees to indemnify and hold LearningSense harmless from any claims, fines, or penalties arising from the Director's failure to comply with applicable privacy laws with respect to Family and child data.

15. Confidentiality#

Each party may receive confidential information of the other party. Each party agrees to:

• hold the other party's Confidential Information in strict confidence;
• not disclose Confidential Information to any third party without prior written consent;
• use Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that is:

• publicly known through no breach of this Agreement;
• independently developed without use of the other party's Confidential Information;
• received from a third party without restriction; or
• required to be disclosed by law or court order, provided the disclosing party provides prompt notice where permitted.

Family and child data is not considered LearningSense's Confidential Information and is governed by Section 14 and the LearningSense Privacy Policy.

16. Indemnification#

The Director agrees to indemnify, defend, and hold harmless LearningSense LLC and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• the Director's operation of their co-op, including any harm to children, Families, or third parties;
• the Director's breach of this Agreement, the Terms of Service, or the Payment Terms;
• the Director's violation of any applicable law or regulation;
• any Co-op Payments collected by the Director, including chargebacks, fraud, or disputes;
• the Director's failure to obtain required consents for Family and child data, including information the Director adds about a family before it joins, and any breach of the representations the Director makes when adding families;
• any content, communications, or materials posted by the Director on the Platform;
• any claim by a Family arising from the Director's co-op operations, refund policies, or enrollment decisions.

17. Limitation of Liability#

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above apply to the maximum extent permitted by law.

18. Term and Termination#

Term: this Agreement begins when the Director creates an account and continues until terminated by either party.

Termination by Director

The Director may terminate this Agreement at any time by cancelling their account through Platform settings or by contacting support@learningsense.org. Termination does not entitle the Director to a refund of any subscription fees paid.

Termination by LearningSense

LearningSense may terminate this Agreement:

• For cause, immediately and without notice: if the Director violates Section 12 (Prohibited Uses), engages in fraud, facilitates illegal activity, or poses an immediate risk of harm to Families, children, or LearningSense.
• For breach, with 14 days' notice: if the Director materially breaches any other provision and fails to cure within 14 days of written notice.
• For convenience, on notice: at LearningSense's discretion, by notice to the Director's registered email, effective when sent or on a later date stated in the notice. LearningSense will still pay out Co-op Payments owed to the Director, less Platform Fees, payment processing fees, and other amounts owed under this Agreement, and will refund any prepaid subscription fees for the period after termination.

Suspension

LearningSense may suspend a Director's account without terminating this Agreement if: (a) the Director's subscription payment fails; (b) suspicious financial activity is detected; (c) a regulatory inquiry requires it; or (d) the Director's chargeback rate exceeds acceptable thresholds.

Suspension for a failed subscription payment works as described in Section 3 of the Payment Terms: Families and Teachers keep access, and the Director keeps access to Billing, data export, account deletion, and logout.

19. Effects of Termination#

Upon termination:

• the Director's access to the Platform will be disabled;
• pending Co-op Payments will be processed and disbursed according to normal payout schedules less any outstanding deductions;
• any chargeback liability or outstanding financial obligations survive termination and remain enforceable;
• the Director may export Co-op Data for 30 days following termination; after 30 days LearningSense may permanently delete Co-op Data;
• Stripe may independently handle the wind-down of the Director's Stripe Connect Account;
• Sections 4, 11, 13, 14, 15, 16, 17, 19, and 20 survive termination of this Agreement.

20. Dispute Resolution and Governing Law#

• Governing law: this Agreement is governed by the laws of the State of Texas, without regard to its conflict of law principles.
• Informal resolution: before initiating any formal dispute process, the parties agree to attempt to resolve any dispute informally by contacting support@learningsense.org; LearningSense will attempt to respond within 10 business days.
• Courts: if informal resolution fails, either party may bring a claim in the state or federal courts located in Lubbock County, Texas, or in a small claims court with jurisdiction. Neither party agrees to arbitration, and nothing in this Agreement waives either party's right to bring or join a class action.
• Injunctive relief: either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.
• State law and non-waivable rights: nothing in this Agreement waives or limits any right or remedy that applicable law in the Director's state of residence makes non-waivable. The governing-law and chosen-courts provisions apply only to the extent permitted by the law of the Director's state of residence.

21. General Provisions#

• Entire agreement: this Agreement together with the Terms of Service, Privacy Policy, and Payment Terms constitutes the entire agreement between LearningSense and the Director.
• Amendments: LearningSense may change this Agreement, the Platform Fee, subscription prices, plans, and Platform features at any time. A change takes effect when LearningSense posts it, or on a later date it states. For a material change, LearningSense will also notify the Director by email to the Director's registered email address or by a notice in the Platform. The Director accepts a change by continuing to use the Platform after it takes effect, or by clicking to accept it in the Platform, whichever happens first. If the Director does not agree, the Director must stop using the Platform and cancel the account. A change does not apply to a dispute that arose before it took effect. A subscription price increase takes effect at the start of the Director's next billing period after notice, and a Platform Fee rate change applies only to Co-op Payments started after notice. LearningSense may make features that depend on a change available only after the Director accepts it. Addition 8 of the Terms of Service also applies, and together they control over any other provision about changing this Agreement.
• Severability: if any provision is found unenforceable, it will be modified to the minimum extent necessary and remaining provisions continue in full force.
• Waiver: LearningSense's failure to enforce any provision does not constitute a waiver.
• Assignment: the Director may not assign this Agreement without LearningSense's prior written consent; LearningSense may assign in connection with a merger, acquisition, or sale of assets.
• Force majeure: neither party is liable for delays or failures caused by events beyond their reasonable control including natural disasters, government actions, internet outages, or third-party service failures.
• Electronic acceptance: creating a Director account, clicking "I agree," or enabling payment collection constitutes a valid electronic signature and acceptance of this Agreement with the same legal effect as a handwritten signature.

22. Contact and Notices#

All notices under this Agreement must be in writing. Notices to LearningSense must be sent to:

LearningSense LLC
Attn: Director Agreements
Email: support@learningsense.org
2057 104th St, Lubbock, TX 79423, United States

Notices to the Director will be sent to the email address registered on the Director's account. The Director is responsible for keeping their registered email address current.