Terms of Service

1. Description of Services

SpedTree is an enterprise SaaS platform purpose-built for special education management. We provide our Services to schools, school districts, and private educational organizations across the United States. Our platform enables licensed special education professionals — including Special Education Teachers, Speech-Language Pathologists, Occupational Therapists, Applied Behavior Analysts, Case Managers, and Special Education Directors — to manage Individualized Education Programs (IEPs), track student progress, generate AI-assisted content and documentation, and collaborate within their special education teams.

2. License to Use the Services

2.1 Grant of License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for the purpose of managing special education programs within your Institution. This license is granted for your internal professional use only and may not be sublicensed, sold, resold, transferred, assigned, or otherwise commercially exploited.

2.2 License Term and Renewal

SpedTree licenses its Services on an annual basis or for the current school year, as specified in your subscription confirmation or order form at the time of purchase. Licenses automatically renew for successive annual or school year terms unless you provide written notice of non-renewal to support@spedtree.com at least 30 days before the end of your current license term. SpedTree will send a renewal reminder at least 45 days before your renewal date.

2.3 Early Subscription and Founding Member Pricing

SpedTree periodically offers early subscription or founding member pricing to institutions that commit to a license ahead of a product release, feature launch, or new school year. The following terms apply:

• The pricing rate locked in at the time of commitment will remain fixed for the duration of the initial license term, regardless of subsequent general price increases.
• Early subscription pricing applies to the specific license tier and number of user seats committed to at that time. Upgrades to a higher tier or additional seats will be billed at the pricing in effect at the time of the upgrade.
• Early subscription commitments are binding for the agreed license term. Cancellations within an early subscription term are subject to the cancellation terms in Section 8.2.
• SpedTree reserves the right to discontinue early subscription offers at any time. Existing commitments will be honored through the agreed term.

2.4 Authorized Users

Access must be limited to licensed special education professionals, school administrators, and other authorized personnel. Students must not be granted account access.

3. Your Responsibilities

3.1 Account Security

You are responsible for maintaining the confidentiality and security of your account credentials and for notifying us immediately at support@spedtree.com of any unauthorized access. You are responsible for all activities that occur under your account.

3.2 Data Compliance

You are responsible for ensuring that all data submitted to our Services complies with all applicable federal and state laws, including FERPA, COPPA, IDEA, and applicable state student privacy laws. Specifically:

• You must obtain all necessary parental or guardian consents before entering student data into the platform
• You must ensure that your use of SpedTree complies with your Institution's data governance policies and any applicable Data Processing Agreement
• You must not upload student data that you are not authorized to process under applicable law
• You must promptly notify SpedTree at privacy@spedtree.com if you become aware of any unauthorized data submission or potential compliance violation

3.3 Data Ownership

You retain full ownership of all data you upload or input into our Services, including all student education records. SpedTree processes your data solely as directed by you and your Institution for the purpose of providing the Services.

3.4 Prohibited Uses

You agree not to use the Services to:

• Engage in any unlawful activity or violate any applicable federal, state, or local law or regulation
• Upload or transmit student data without the required legal authorization or parental consent
• Infringe upon or misappropriate any intellectual property rights of SpedTree or any third party
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the platform
• Access the platform through automated means, bots, scrapers, or other non-human methods without express written permission
• Use the Services in any manner that compromises the security, integrity, or availability of the platform or the data of other users
• Share account credentials with unauthorized users or allow non-professionals to access student records
• Use AI-generated content or images without professional review and approval prior to inclusion in any student record

4. AI-Generated Content and Images

SpedTree integrates artificial intelligence features powered by OpenAI and Google Gemini API. By using these features, you acknowledge and agree to the following:

• All AI-generated content and images are suggestions only. They do not constitute professional advice, legal guidance, or clinical recommendations.
• You, as the licensed special education professional, are solely responsible for reviewing, editing, verifying, and approving any AI-generated content before it is saved to a student record or used in any official document.
• SpedTree makes no warranty regarding the accuracy, appropriateness, or completeness of any AI-generated content or images.
• Student personally identifiable information is not transmitted to OpenAI or Google Gemini API.
• Neither OpenAI nor Google Gemini API is permitted to use SpedTree data for model training under our agreements with those providers.

5. Enterprise and Institutional Accounts

5.1 Administrator Responsibilities

The Institution's designated administrator is responsible for managing user access, ensuring only authorized personnel are granted access, ensuring all users comply with this Agreement and applicable privacy laws, and promptly revoking access upon departure or role change.

5.2 Data Processing Agreement

Institutions that handle student education records within SpedTree are required to execute a Data Processing Agreement (DPA) prior to entering student data into the platform. SpedTree participates in the National Data Privacy Agreement (NDPA) framework through the Student Data Privacy Consortium (SDPC) as a member of the Access 4 Learning (A4L) Community. To request a DPA, contact privacy@spedtree.com.

6. Billing and Refund Policy

6.1 Annual License Fees

License fees are billed in advance for the full license term at the time of subscription activation or renewal. All fees are in US dollars. Annual license fees are non-refundable except as expressly stated in Section 6.4.

6.2 Payment Methods

By licensing our Services, you authorize SpedTree to charge your designated payment method for the full annual or school year license fee at the start of each license term. For institutional purchases, SpedTree also accepts payment by purchase order upon prior written agreement.

6.3 Refund Policy

SpedTree offers a full refund to new subscribers who are not satisfied with the Service within 30 days of the start of their first license term. After the 30-day period, no refunds will be issued for any reason, including mid-term cancellations, unused seats, or feature changes. To request a refund within the eligible period, contact support@spedtree.com with the subject line [REFUND] and your account name.

6.4 License Price Changes

SpedTree will provide at least 30 days written notice of any pricing change before it takes effect on your account at renewal. Pricing changes do not apply to the current active license term.

6.5 Late Payments

If payment is not received within 15 days of the invoice date, SpedTree may suspend your access until all outstanding amounts are paid in full. Continued non-payment beyond 30 days may result in termination of your license.

7. Service Availability and Changes

SpedTree will use commercially reasonable efforts to provide advance notice of planned downtime and to schedule maintenance during off-peak hours. SpedTree is not liable for any failure or delay in service caused by circumstances beyond our reasonable control. SpedTree reserves the right to update, modify, enhance, or discontinue any feature or aspect of the Services at any time with reasonable notice of material changes.

8. Suspension and Termination

8.1 Suspension by SpedTree

SpedTree may suspend or terminate your access, with or without prior notice, if you violate any provision of this Agreement, fail to make required payments, use the Services for prohibited activities, or engage in conduct that poses a security risk.

8.2 Non-Renewal and Mid-Term Cancellation

You may choose not to renew your license by providing written notice to support@spedtree.com at least 30 days before your renewal date. Mid-term cancellations of annual or school year licenses are not eligible for refunds. You will retain access through the end of your current paid license term.

8.3 End of License Term and Data Retention

Upon expiration or non-renewal, your access will cease at the end of your current license term. Student education records and account data will be retained for 60 days following the end of your license term to allow for data export, after which all data will be permanently deleted. SpedTree will send a reminder notification 30 days before your data is scheduled for permanent deletion.

9. Data Privacy, Security, and Retention

Our collection, use, and protection of personal information and student education records is governed by our Privacy Policy, available at spedtree.com/privacy, which is incorporated into this Agreement by reference. SpedTree implements and maintains industry-standard safeguards including AES-256 encryption at rest, TLS 1.3 in transit, role-based access controls, and platform-level audit logging.

10. Data Breaches and Security Incidents

In the event of a confirmed data breach, SpedTree will notify affected Institutions in writing within 72 hours of confirming that a breach has occurred, cooperate fully with Institutions and law enforcement in investigating the incident, and provide timely updates as additional information becomes available.

11. Intellectual Property

11.1 SpedTree Platform

SpedTree and its licensors retain all right, title, and interest in and to the Services, including all software, technology, content, design, trademarks, and logos. SpedTree™ is a registered trademark of Slpbox, Inc. Nothing in this Agreement transfers any ownership of SpedTree's intellectual property to you.

11.2 Your Data

You retain full ownership of all data you submit to the Services, including student education records. SpedTree's license to process your data is limited solely to what is necessary to provide the Services.

11.3 Feedback

If you provide SpedTree with feedback or suggestions, you grant SpedTree a non-exclusive, perpetual, irrevocable, royalty-free license to use such feedback for any purpose, without any obligation of compensation or attribution.

12. Confidentiality

Each party agrees to protect the other party's confidential information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPEDTREE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SpedTree does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any defects will be corrected. SpedTree does not warrant the accuracy, completeness, or appropriateness of any AI-generated content or images produced through the platform.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPEDTREE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY YOU TO SPEDTREE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL SPEDTREE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION.

15. Indemnification

You agree to indemnify, defend, and hold harmless SpedTree and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement, your submission of student data without required legal authorization, your use of AI-generated content without appropriate professional review, or your breach of any Data Processing Agreement.

16. Governing Law and Dispute Resolution

Slpbox, Inc. is a corporation incorporated under the laws of the State of Delaware and is also registered as a foreign entity in the State of California. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in San Francisco, California. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Nothing in this section prevents either party from seeking relief in small claims court for disputes within the applicable jurisdictional limits.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the Privacy Policy and any executed Data Processing Agreement, constitutes the entire agreement between you and SpedTree with respect to the Services and supersedes all prior and contemporaneous agreements, representations, and understandings.

17.2 Amendments

SpedTree may update these Terms at any time. We will provide at least 30 days written notice of material changes to active institutional accounts. Your continued use of the Services after the effective date of any update constitutes your acceptance of the updated Terms.

17.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.4 Waiver

SpedTree's failure to enforce any right or provision of this Agreement will not be deemed a waiver of that right or provision.

17.5 Contact

For questions about these Terms, contact us at:

• Support: support@spedtree.com
• Legal / Privacy: privacy@spedtree.com
• Mailing Address: Slpbox, Inc. | 490 Post St, Ste 500 PMB 2292 | San Francisco, CA 94102