Terms of Service


Last updated: 16 September 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between you and Lily Tech, Inc. d/b/a Lilypad Learning ("Lilypad Learning," "we," "our," or "us") and govern your access to and use of our website at www.lilypadlearning.com and our platform and services (collectively, the "Services").

Our website is freely accessible to all visitors for informational purposes. However, access to our platform and certain services requires authorization as described in these Terms.

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use of our Services.

2. Use of Services

Public Website Access

Our public website is freely accessible to all visitors for informational purposes. Anyone may browse our website to learn about our services without creating an account.

Platform Access - Authorized Users

Access to our platform (where evaluation services are provided) is restricted to authorized users only. Authorized users include:

School-Authorized Users: Employees or contractors of schools, school districts, or educational institutions ("Schools") that have a valid agreement with Lilypad Learning, including but not limited to:

  • School psychologists

  • Special education coordinators

  • Evaluators

  • Other educational professionals authorized by their School

Lilypad Learning Service Providers: Professionals contracted or employed by Lilypad Learning to provide services to Schools, including:

  • Licensed psychologists

  • Certified evaluators

  • Clinical staff

  • Support team members

  • Other professionals engaged by Lilypad Learning

By accessing the platform, you represent and warrant that:

  • You fall into one of the authorized user categories above

  • You have been granted permission to access the platform

  • You will use the Services only for authorized educational or professional purposes

  • You are at least 18 years of age

Professional Use

All platform users agree to use the Services in a professional manner consistent with applicable professional standards, ethical guidelines, and legal requirements.

3. User Accounts

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

  • Provide accurate and complete information when creating your account

  • Keep your account information current

  • Immediately notify us of any unauthorized use of your account

  • Not share your account credentials with others

  • Not use another user's account without permission

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

Account Authority

If you create an account on behalf of your School or as a Lilypad Learning service provider, you represent and warrant that you have the authority to accept these Terms on behalf of the relevant entity.

4. Acceptable Use Policy

You agree not to:

  • Use the Services for any unlawful purpose or in violation of any applicable laws or regulations

  • Attempt to gain unauthorized access to any portion of the Services or any other systems or networks

  • Interfere with or disrupt the Services or servers or networks connected to the Services

  • Upload or transmit viruses, malware, or other harmful code

  • Copy, modify, distribute, or reverse engineer any part of the Services

  • Use the Services to create competing products or services

  • Violate the intellectual property rights of others

  • Use automated systems to access the Services without our express written permission

  • Remove or alter any proprietary notices from the Services

5. Intellectual Property

Our Property

The Services, including all software, content, design, text, graphics, logos, and other materials, are owned by Lilypad Learning or our licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or other proprietary information without our prior written consent.

School-Owned Content

All evaluations, reports, and other educational records created or uploaded through the Services by School-authorized users remain the property of the School. We claim no ownership rights to such content, except for the limited rights necessary to provide the Services.

Lilypad Learning Service Provider Content

Content created by Lilypad Learning service providers in the course of providing services to Schools is governed by the agreements between Lilypad Learning and the Schools. Generally, such work product belongs to the School receiving the services.

Feedback

If you provide us with feedback, suggestions, or ideas about our Services, you grant us the right to use such feedback without restriction or compensation to you.

6. Student Data and Privacy

FERPA Compliance

We handle student educational records and data in accordance with the Family Educational Rights and Privacy Act (FERPA) and applicable state student privacy laws. We process student data solely as a service provider under the direction of Schools.

Data Handling

Our collection, use, and protection of student data is governed by:

  • Our contracts with Schools

  • Applicable federal and state laws

  • Our Privacy Policy (which does not supersede specific contractual obligations)

We do not:

  • Sell student data

  • Use student data for advertising or marketing

  • Create profiles of students for non-educational purposes

  • Share student data except as directed by Schools or required by law

Parent Rights

Parents and eligible students seeking to access, correct, or delete student records should contact their School directly, as Schools maintain control over student educational records.

7. Fees and Payment

If your School has a paid subscription to our Services, payment terms are governed by the separate agreement between Lilypad Learning and your School. Individual users are not responsible for payment unless specifically agreed in writing.

8. Termination

We may suspend or terminate your access to the Services at any time for:

  • Violation of these Terms

  • Direction from your School (for School-authorized users)

  • Termination of your engagement with Lilypad Learning (for service providers)

  • Non-payment by your School (if applicable)

  • Any other reason or no reason, with or without notice

Upon termination, your right to use the Services immediately ceases. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, disclaimers, indemnification, and limitations of liability.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

  • The Services will be uninterrupted or error-free

  • Defects will be corrected

  • The Services are free of viruses or other harmful components

  • The Services will meet your specific requirements

Your use of the Services is at your sole risk.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LILYPAD LEARNING OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100) OR THE AMOUNT PAID BY YOUR SCHOOL TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

These limitations apply regardless of the legal theory on which the claim is based and even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless Lilypad Learning and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to:

  • Your violation of these Terms

  • Your violation of any third-party rights

  • Your violation of any applicable laws or regulations

  • Any content or data you submit through the Services

  • Your negligent or willful misconduct

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The choice of New York law applies regardless of where you or your School is located.

Any dispute arising out of or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in New York, New York, or at another mutually agreed location. Judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any agreements between your School and Lilypad Learning, constitute the entire agreement between you and us regarding your use of the Services.

Modifications

We may modify these Terms at any time by posting revised terms on our website. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any term or condition of these Terms shall be deemed a continuing waiver of such term or any other term.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

14. Contact Information

If you have questions about these Terms, please contact us at:

Lily Tech, Inc. d/b/a Lilypad Learning
169 Madison Ave, STE 11255
New York, NY 10016
Email: legal@lilypadlearning.com