Open Meadow Terms of Use

Certain Open Meadow products may present additional terms, notices, policies, or agreements. Those additional terms apply to your use of that product. If there is a conflict between these Terms and product-specific terms, the product-specific terms control for that product. A product that does not expressly adopt these Terms remains governed by its own applicable terms.

A separate written agreement between Open Meadow and a school, district, organization, or other customer controls to the extent it conflicts with these Terms.

You must be legally capable of entering into these Terms. If you are under the age of majority where you live, you may use the Services only with the permission and supervision of a parent or legal guardian who agrees to these Terms on your behalf, and only where the applicable Service permits such use.

The Services are intended for adults and are not directed to children under 13. You may not create an account or submit personal information to the Services on behalf of a child unless the applicable Service expressly permits it and you have the legal authority to do so.

If you accept these Terms on behalf of a school, district, organization, or other entity, you represent that you have authority to bind that entity. In that case, references to "you" include the entity.

Subject to these Terms and any applicable product-specific terms, Open Meadow grants you a limited, nonexclusive, nontransferable right to access and use the Services for their intended personal, professional, educational, and organizational purposes. Access may be suspended or terminated as described in these Terms. Your permission to use Generated Content is addressed separately in Section 6.

You may not use the Services to:

• violate any applicable law or the rights of another person;
• submit information that you do not have the right or authority to provide;
• impersonate another person or misrepresent your identity or affiliation;
• interfere with the operation, integrity, or security of the Services;
• introduce malware, malicious code, or harmful material;
• attempt to gain unauthorized access to an account, system, or network;
• scrape, crawl, copy, or harvest content or data through automated means except as expressly permitted by us or applicable law;
• reverse engineer, decompile, or attempt to discover the source code or underlying components of the Services except where such a restriction is prohibited by law;
• systematically extract or collect Service content or Generated Content to develop, train, or operate a competing technology, product, or service without our written permission;
• remove or alter copyright, trademark, attribution, or proprietary notices; or
• use the Services in a fraudulent, abusive, or harmful manner.

These restrictions do not prevent you from using content you independently own or exercising the ordinary content-use permissions in Section 6. They do not prohibit use of the Services' intended export, download, or sharing features for authorized purposes.

Some Services may require an account. You agree to provide accurate information, keep it reasonably current, and safeguard your login credentials. You are responsible for activity conducted through your account unless applicable law provides otherwise.

Please notify us promptly at hello@openmeadow.io if you believe your account or credentials have been compromised.

Some Services may allow you to submit, upload, store, or share text, images, links, files, preferences, responses, or other material ("User Content"). You retain any ownership rights you have in your User Content. Generated Content is addressed in Section 6; generating content does not transfer your existing rights in material you contribute to Open Meadow.

You grant Open Meadow a nonexclusive, worldwide, royalty-free license to host, store, reproduce, format, transmit, display, and otherwise process your User Content only as reasonably necessary to provide and secure the applicable Service; carry out your directions; troubleshoot and evaluate service reliability or quality as described in the applicable privacy notice; and meet our legal obligations. We may allow service providers acting on our behalf to carry out these activities for these purposes. This license does not transfer ownership or independently authorize unrelated uses of private User Content.

Our handling of personal information remains subject to the applicable privacy notice, any applicable written agreement, and law. This license ends when the User Content is deleted from our active systems, except to the extent continued retention and processing are reasonably necessary for backups, security, legal compliance, or the establishment, exercise, or defense of legal claims.

You represent that you have the rights and authority necessary to provide your User Content and to grant this license. You are responsible for your User Content and for choosing what to make public or share with others. Content designated as public or accessible by link may be viewed, copied, or further shared by anyone who receives access. Deleting content from a Service does not necessarily delete copies others have lawfully obtained or independently stored.

Some Services use automated tools to generate recommendations, summaries, plans, educational materials, or other outputs ("Generated Content"). You understand that:

• Generated Content may be incomplete, inaccurate, outdated, biased, or unsuitable for your circumstances;
• similar or identical content may be generated for other users;
• you are responsible for reviewing Generated Content before using, publishing, sharing, teaching from, or relying on it; and
• Open Meadow does not guarantee that Generated Content is accurate, unique, noninfringing, safe, or fit for a particular purpose.

Subject to these Terms and any product-specific terms presented before you create or obtain the content, you may use, download, copy, edit, print, and share Generated Content made available to you for its intended personal, professional, educational, and organizational purposes. To the extent permission under rights held by Open Meadow is needed for those uses, we grant you a nonexclusive, worldwide, royalty-free license. This permission survives the end of your account or subscription for content you lawfully obtained, subject to your continued compliance with the applicable terms governing that content.

This permission does not transfer ownership of the Services, their software, or Open Meadow's branding. Third-party materials remain subject to their owners' rights, applicable licenses, and law. We do not guarantee that Generated Content qualifies for copyright protection or that you receive exclusive rights to it.

Do not submit confidential, sensitive, or legally restricted information to a content-generation feature unless the applicable Service expressly permits that information, is designed and authorized to handle it, and you have authority to provide it. Review the product's privacy notice for how submitted information is processed.

The Services are designed to offer organizational tools, educational support, general information, and practical guidance. They do not provide medical, health, safety, legal, financial, or other licensed professional advice and are not a substitute for consultation with a qualified professional.

Parents, caregivers, educators, and other users must exercise their own judgment. Before using educational materials, review them for accuracy, age appropriateness, accessibility, instructional fit, and compliance with applicable school or district requirements.

If you face an emergency or an urgent medical or safety concern, contact an appropriate emergency service or qualified professional rather than relying on the Services.

The Services may contain links to or information about third-party products, retailers, websites, platforms, payment services, or other resources. Open Meadow does not control and is not responsible for third-party availability, content, pricing, security, privacy, products, statements, or practices, except where applicable law provides otherwise.

A link or reference does not necessarily constitute an endorsement. Your dealings with a third party are between you and that third party and are governed by its terms and policies.

If a Service offers a purchase, subscription, or paid feature, the price, billing terms, included features, and applicable cancellation or refund terms will be presented at or before purchase. For a recurring subscription, this includes the billing frequency, renewal terms, and how to cancel. You agree to provide accurate billing information and authorize charges that you agree to at checkout. Cancellation takes effect as disclosed when you purchase and as required by law.

Except as otherwise stated at purchase, provided below, or required by law, fees are nonrefundable after the applicable paid feature or digital benefit has been provided. Taxes may apply. Price changes apply prospectively and will not alter a completed one-time purchase or an already-paid subscription period. For a subscription price change, we will give advance notice and an opportunity to cancel before the new price applies, and obtain consent where required by law.

If we discontinue a paid Service or materially reduce its core paid functionality during a prepaid period for reasons other than your breach of these Terms, we will offer substantially equivalent continued service or allow you to cancel the affected Service and receive a prorated refund for the unused prepaid period. If a one-time digital benefit has not been delivered and we discontinue it, we will refund the amount paid for the undelivered benefit. Any more favorable product-specific, written-agreement, or legally required rights remain available to you.

Payments may be processed by a third-party payment provider. Where that provider collects full payment-card credentials directly, Open Meadow does not receive or store those full credentials.

The Services' software, design, organization, branding, logos, and other proprietary materials provided by Open Meadow are owned by or licensed to Open Meadow and protected by applicable intellectual-property and other laws. User Content and Generated Content are subject to Sections 5 and 6, respectively.

Except for the rights expressly granted in these Terms or an applicable product-specific agreement, no right, title, or interest in the Services or Open Meadow's intellectual property is transferred to you. "Open Meadow," "MeadowWise," "Lumerell," associated logos, and other brand identifiers may be trademarks or service marks of Open Meadow. You may not use them in a way that suggests sponsorship, affiliation, or endorsement without our written permission.

If you voluntarily provide ideas, suggestions, or feedback concerning the Services, you grant Open Meadow permission to use and incorporate that feedback without restriction or compensation to you. This provision does not transfer ownership of User Content, override the applicable privacy notice or confidentiality agreement, or authorize us to identify you publicly without permission.

Our Privacy Policy explains how we handle personal information collected through the main Site and related communications. A separate product privacy notice explains information handling for that product. These Terms do not replace those notices or any consent required by applicable privacy law.

We may add, modify, suspend, or discontinue features or Services. When reasonably practicable, we will provide advance notice of a discontinuation or material reduction of a paid Service's core functionality. Urgent security, legal, or operational needs may require changes with shorter notice.

Changes remain subject to Section 9, applicable product-specific terms, any separate written agreement, and rights that cannot be limited under applicable law.

You may stop using the Services at any time. To cancel a paid subscription, follow the cancellation process disclosed for that Service or contact us for assistance. If an applicable Service provides account-deletion controls, you may use those controls or contact us for assistance.

We may restrict, suspend, or terminate access if we reasonably believe you have violated these Terms, created risk or legal exposure, threatened the security or operation of the Services, or used a Service fraudulently or abusively. When reasonably practicable, we will provide notice and an opportunity to address the issue unless doing so could cause harm, create legal risk, compromise security, or violate law.

Sections that by their nature should survive termination—including provisions concerning content-use permissions, ownership, disclaimers, limitations of liability, disputes, and accrued payment or refund obligations—will survive.

To the fullest extent permitted by law, the Services are provided "as is" and "as available." Open Meadow disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.

Open Meadow does not warrant that the Services will be uninterrupted, error-free, secure, accurate, complete, or compatible with every device or need, or that defects will be corrected. Nothing in these Terms excludes a warranty or consumer protection that cannot legally be excluded, or overrides an express commitment in an applicable written agreement.

To the fullest extent permitted by law, Open Meadow and its members, managers, personnel, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, goodwill, or business opportunities, arising from or relating to the Services, even if advised that such damages were possible.

To the fullest extent permitted by law, the total aggregate liability of Open Meadow and its members and managers arising from or relating to the Services will not exceed the greater of: (a) the amount you paid Open Meadow for the applicable Service during the twelve months before the event giving rise to the claim; or (b) one hundred U.S. dollars (US $100).

These limitations do not apply to liability that cannot legally be limited or excluded, including where applicable liability resulting from fraud, willful misconduct, or gross negligence. They do not reduce refunds expressly owed under Section 9. Some jurisdictions do not allow certain exclusions or limitations, so some of the provisions above may not apply to you.

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Open Meadow and its members and managers from third-party claims, damages, liabilities, and reasonable costs arising from your unlawful use of the Services, your material violation of these Terms, or User Content that you provide in violation of another person's rights.

This section does not require you to indemnify anyone for their own fraud, gross negligence, willful misconduct, or violation of law, and it does not limit rights that cannot be waived under applicable consumer-protection law.

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. Unless applicable law requires otherwise, any dispute arising from or relating to these Terms or the Services must be brought in a state or federal court with jurisdiction in Middlesex County, Massachusetts, and you and Open Meadow consent to the personal jurisdiction of those courts.

If the law where you live gives you mandatory consumer rights or permits you to bring a claim in another forum, nothing in this section takes those rights away.

We may update these Terms from time to time. The revised Terms will be posted with a new "Last Updated" date. Changes apply prospectively from their stated effective date and will not retroactively alter the terms governing an earlier dispute unless you expressly agree or applicable law permits it.

For material changes affecting an ongoing Service, we will provide advance notice through the Service or another appropriate channel, such as your account email, except where law permits shorter notice. We will obtain renewed agreement where required by law. Continued use after the effective date constitutes acceptance only where you have received legally sufficient notice and applicable law permits acceptance in that manner.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the greatest extent permitted by law.

Our failure to enforce a provision is not a waiver. You may not assign your rights or obligations under these Terms without our written consent. We may assign these Terms as part of a merger, acquisition, reorganization, sale of assets, or by operation of law, subject to applicable law.

These Terms, together with applicable product-specific terms and any separate written agreement, constitute the entire agreement between you and Open Meadow concerning the Services covered by them and supersede prior or contemporaneous agreements on that subject, subject to the priority rules in Section 1. Applicable privacy notices continue to govern personal-information handling as described in Section 12.

Questions about these Terms may be sent to:

Open Meadow LLC
Pepperell, Massachusetts, USA
hello@openmeadow.io