Business-to-Business Partner Agreement
Partner Terms & Conditions
Learn & Work Florida Institute for Academic Leadership, LLC
Effective Date: August 17, 2026 · Florida, United States
1. Agreement and Acceptance
These Partner Terms & Conditions (“Terms”) form a binding agreement between Learn & Work Florida Institute for Academic Leadership, LLC, a Florida limited liability company (“Learn & Work,” “Company,” “we,” “us,” or “our”), and the school, educational organization, tutoring provider, enrichment provider, microschool, academy, nonprofit, company, or other entity creating or using a Partner account (“Partner,” “you,” or “your”).
By creating a Partner account, clicking an acceptance checkbox or button, electronically signing, accessing the Partner Dashboard, enrolling personnel or students, scheduling or delivering a lesson, or otherwise using the Platform after being presented with these Terms, Partner represents that its accepting representative has authority to bind Partner and agrees to these Terms, the applicable Privacy Policy, and any order form or written commercial terms accepted by the parties.
If the individual accepting these Terms lacks authority to bind the Partner, that individual must not create or use a Partner account.
2. Platform and Program
Learn & Work operates an educational technology and program environment that may include the Shining Speech™ curriculum, Partner Dashboard, lesson materials, scheduling, attendance, communications, reporting, quality-control functions, payment processing, and related tools (collectively, the “Platform”).
Unless expressly agreed in writing, Partner remains an independent educational organization and is not a franchisee, employee, agent, joint venturer, school branch, or legal representative of Learn & Work.
3. Partner Personnel; Teacher Qualifications and Responsibility
Partner is solely responsible for selecting, employing or engaging, credentialing, classifying, supervising, compensating, and managing all teachers, instructors, tutors, employees, contractors, volunteers, and other personnel that Partner places on the Platform (“Partner Personnel”).
Partner represents and warrants that every Partner Personnel member assigned to students:
- has all licenses, certifications, registrations, training, experience, and professional qualifications required by applicable law and by Partner’s own policies for the services being provided;
- has successfully completed all background screening, safeguarding, fingerprinting, reference, eligibility-to-work, and other checks required by applicable federal, state, local, school, district, or organizational rules;
- is legally permitted and appropriately qualified to work with the relevant age group and student population; and
- will comply with the Platform rules, curriculum-use restrictions, student-safety requirements, privacy obligations, and professional standards communicated by Learn & Work.
Learn & Work does not certify, license, employ, or independently guarantee the qualifications of Partner Personnel merely because they are permitted to access the Platform. Verification of the legal and professional competence of Partner Personnel remains the Partner’s responsibility unless a separate written agreement expressly states otherwise.
4. Lesson Observation, Quality Assurance and Intervention
Partner expressly authorizes Learn & Work and its authorized quality-assurance personnel to observe, review, audit, and evaluate lessons and Platform activity for legitimate purposes including curriculum fidelity, instructional quality, student safety, safeguarding, training, technical support, complaint investigation, fraud prevention, and compliance with these Terms.
Subject to applicable law, the Privacy Policy, required notices and consents, and the parties’ data-protection arrangements, quality review may include live observation and review of lesson records, attendance, communications, reports, and other Platform activity relevant to quality assurance, safeguarding, support, or compliance.
Learn & Work may provide quality feedback, require corrective action, restrict access to particular materials or functions, suspend a Partner Personnel account, or require Partner to remove a Partner Personnel member from Platform-based delivery when Learn & Work reasonably believes that continued access creates a student-safety, legal, privacy, intellectual-property, reputational, or material quality risk.
Quality review does not transfer Partner’s supervisory duties to Learn & Work and does not make Partner Personnel employees or agents of Learn & Work.
4A. Live Observation
Live observation is part of Learn & Work’s quality-assurance and safeguarding model. Partner authorizes authorized Learn & Work quality-assurance personnel to observe lessons live for the purposes described in Section 4, subject to applicable law, the Privacy Policy, required notices and consents, and the parties’ applicable data-protection arrangements. Live observation access will be limited to personnel with a legitimate quality, safeguarding, support, or compliance need, using role-based access controls and confidentiality obligations. Learn & Work will not use live observation for unrelated commercial profiling or advertising. Unless separately disclosed and lawfully authorized, live observation does not itself mean that a lesson
5. Student Safety and Conduct
Partner must maintain appropriate child-safeguarding and professional-conduct policies. Partner Personnel may not engage in harassment, discrimination, grooming, sexual or romantic conduct, threats, humiliation, corporal punishment, unlawful discrimination, or inappropriate off-platform contact with students.
Partner must promptly report to Learn & Work any suspected misuse of the Platform, student-safety incident, unauthorized disclosure of student information, or allegation involving Platform-based services. Nothing in these Terms limits any mandatory-reporting obligation imposed by law.
6. Student and Parent Authorization; Privacy
Partner is responsible for ensuring that it has a lawful basis and all permissions, notices, consents, and authorizations required to enroll students and permit Partner Personnel to use the Platform, including any parent or guardian authorization required by applicable law or Partner policy.
For children under 13, the parties will comply with the Children’s Online Privacy Protection Act and applicable rules (“COPPA”) to the extent applicable. Where Partner is legally permitted to authorize an educational technology provider on behalf of parents, that authorization is limited to collection and use for the educational benefit of the school and students and not unrelated commercial use.
Partner will not upload or cause Learn & Work to collect student information that is unnecessary for the agreed educational service. Each party will use reasonable administrative, technical, and organizational safeguards appropriate to the information it controls.
If FERPA, a state student-privacy statute, district policy, procurement rule, or another student-record requirement applies to a particular Partner, the parties will execute any required data privacy agreement or addendum before processing covered records. Nothing in these Terms expands either party’s right to use student information beyond what applicable law and the applicable educational purpose permit.
6.1 Data Minimization, Purpose Limitation, Retention and Deletion
Learn & Work remains responsible for its own obligations under applicable child-privacy and student-data laws and does not transfer those independent obligations to Partner. Learn & Work will seek to collect and maintain only personal information reasonably necessary for the authorized educational service, security, administration, support, or legal compliance. Student information obtained through a school-authorized educational relationship will not be sold or used for targeted advertising or unrelated commercial profiling.
Learn & Work will maintain a documented data-retention schedule. Student personal information will be retained only as long as reasonably necessary for the authorized educational purpose, lawful recordkeeping, security, dispute resolution, or another legally permitted purpose, and thereafter deleted or de-identified in accordance with applicable law, the Privacy Policy, and any applicable Data Privacy Agreement (“DPA”). Where Florida Statutes section 1006.1494 applies, Learn & Work will comply with its applicable deletion requirements, including deletion of covered information upon qualifying district notice within the statutory period, unless lawful retention is expressly authorized.
6.2 Security Program, Incidents and Subprocessors
Learn & Work will maintain a written information-security program with reasonable administrative, technical, and organizational safeguards appropriate to the nature and sensitivity of information processed, addressing as appropriate access control, authentication, encryption in transit, credential management, logging, vulnerability and patch management, backups, vendor risk, personnel access, incident response, and secure deletion.
Each party will notify the other without unreasonable delay after confirming a security incident materially affecting covered information shared under the relationship and will cooperate with legally required investigation, mitigation, and notices. Any more specific period required by law or an applicable DPA controls.
Learn & Work may use service providers and subprocessors for hosting, communications, security, authorized analytics, payments, and Platform functions and will require subprocessors processing covered student information on its behalf to protect it consistently with applicable contractual and legal requirements.
7. Accounts and Security
Partner is responsible for its account administrators, access permissions, credentials, and all activity conducted through accounts under its control. Partner must promptly disable access for personnel who leave the organization or no longer require access and notify Learn & Work of suspected unauthorized access or security incidents.
8. Lesson Requests, Distribution and Partner Availability
For purposes of these Terms, an “Active Verified Teacher” is an individual who is currently employed or validly engaged by Partner to provide educational services, has a unique active Platform profile associated with Partner, has completed any onboarding or verification reasonably required by Learn & Work, is legally and professionally eligible to provide the applicable services, and has completed at least ten (10) hours of qualifying instructional work through the Platform. The ten-hour requirement is measured from Platform records and must reflect genuine completed instructional activity. Duplicate, fictitious, placeholder, dormant, test, administrative-only, or otherwise ineligible accounts, and persons who have not completed the required ten (10) qualifying hours, do not count as Active Verified Teachers for commission-tier eligibility.
For purposes of commission-tier eligibility, a “Licensed Active Verified Teacher” is an Active Verified Teacher for whom Partner has provided the qualification information reasonably requested by the Platform, including an applicable teacher-license, teaching credential, diploma, or professional qualification identifier where available, and for whom Partner remains responsible for confirming legal and professional eligibility. Learn & Work may request reasonable supporting documentation to verify eligibility for the 5% tier.
Courses, programs, and individual lessons offered, marketed, or sold through Learn & Work’s websites or Platform, including Learn & Work Florida and the Shining Speech™ program, may be fulfilled by Learn & Work, an eligible Partner organization, or an eligible instructor participating in the Learn & Work network, subject to these Terms, applicable student requirements, scheduling availability, program requirements, and any additional written commercial terms.
Learn & Work may route, offer, or distribute a lesson request to one or more eligible Partners or instructors based on reasonable operational factors, which may include student needs, program or level, instructor qualifications, language, time zone, geographic or regulatory considerations, Partner status, quality history, capacity, and availability. Unless expressly agreed otherwise in writing, no Partner is guaranteed any minimum number, volume, value, territory, exclusivity, or frequency of lesson requests.
8.1 Partner Control of Availability
Partner retains control of and responsibility for determining and maintaining the availability of its Partner Personnel. Partner must ensure that availability shown or communicated through the Platform is current and accurate and that an appropriately qualified instructor is actually available before Partner accepts a Lesson Request.
8.2 Acceptance Required
A Lesson Request routed or offered by Learn & Work is an invitation to accept a proposed instructional engagement and does not, by itself, obligate Partner or Partner Personnel to provide the lesson. Except where Partner has separately and expressly authorized an automatic-assignment workflow, a lesson becomes assigned to Partner only when Partner, through an authorized administrator or approved Platform workflow, affirmatively accepts the Lesson Request and confirms the availability of appropriately qualified Partner Personnel.
Partner may accept or decline lesson requests in accordance with the Platform rules and any applicable cancellation policy. Partner is responsible for ensuring that the person accepting a request has authority to commit the Partner and that the assigned instructor is qualified and available to deliver the requested service.
Once a lesson is scheduled, cancellation and late-cancellation consequences are governed by Section 10A, and Teacher/Buddy attendance obligations and repeated no-shows are governed by Section 10B.
8.3 No Unilateral Scheduling of Partner Personnel
Except where Partner has separately authorized automatic scheduling or another scheduling method in writing, Learn & Work will not unilaterally require Partner Personnel to work at a particular time merely because a customer has requested a lesson. Partner controls whether its personnel are made available for lesson requests and whether a particular request is accepted.
8.4 Customer Relationship and Fulfillment
Where Learn & Work sells or collects payment for a course or lesson through its Platform and an accepted lesson request is fulfilled by Partner Personnel, Learn & Work remains responsible for the Platform-side customer transaction and payment flow described in these Terms, while Partner remains responsible for the educational services performed by its Partner Personnel, including their qualifications, conduct, attendance, instructional performance, and compliance with applicable law and these Terms.
8.5 Reassignment and Continuity
If Partner declines a lesson request, fails to confirm availability, becomes unavailable, or cannot provide the accepted lesson, Learn & Work may offer or reassign the request to another eligible Partner or instructor, subject to any applicable customer notice, cancellation, refund, or rescheduling requirements. Learn & Work may also reassign future lesson requests where reasonably necessary for student safety, service continuity, quality assurance, legal compliance, or operational reliability.
8.6 No Employment or Agency Created by Distribution
The routing, offering, acceptance, or fulfillment of lesson requests does not by itself create an employment, agency, joint venture, franchise, fiduciary, or partnership relationship between Learn & Work and Partner or Partner Personnel. The parties’ relationship remains governed by the independent-business provisions of these Terms and applicable law.
9. Commercial Model; Stripe Payment Architecture
Stripe is Learn & Work’s designated payment gateway and system of record for Partner-related customer charges, Platform fees, commissions, refunds, adjustments, invoices or receipts, and payouts, to the extent supported by the applicable Stripe configuration. The Platform may initiate or display payment-related actions. Payment records and customer-facing payment documents are generated and maintained primarily through Stripe and are subject to Stripe’s applicable terms, technical capabilities, verification requirements, and payment-method rules. Each party remains responsible for determining whether Stripe-generated invoices, receipts, tax documents, or records must be supplemented to satisfy that party’s legal, accounting, or tax obligations.
9.1 Partner-Originated Students
A “Partner-Originated Student” is a student first introduced, enrolled, or added to the Platform by Partner through Partner’s authorized account or another method accepted by Learn & Work, and not previously as a Learn & Work-originated lead or customer, subject to reasonable duplicate and attribution controls.
For a Partner-Originated Student, Partner is responsible for charging and collecting from the student, parent, guardian, school, or other responsible payer the Partner’s customer-facing price for the applicable course or educational service. When Partner adds or enrolls that student for an eligible paid course through the Platform, the applicable Learn & Work Platform fee is calculated and charged through Stripe to Partner or otherwise collected through the Stripe payment flow configured for Partner. The applicable fee is based on Partner’s then-current commission tier unless a signed commercial schedule provides otherwise.
Partner remains solely responsible for the price it quotes to its own customer, its own customer-facing sales representations, and any taxes or invoicing obligations legally imposed on Partner in connection with Partner’s own sale, except to the extent Stripe or Learn & Work is legally required to collect, remit, or report a particular amount.
9.2 Learn & Work-Originated Sales
A “Learn & Work-Originated Sale” is an eligible course sale sourced and charged by Learn & Work through its websites, marketing channels, sales activity, or Platform and assigned to Partner for fulfillment or participation. For such a sale, Learn & Work, through Stripe, charges the customer the full customer price. Subject to final collection, applicable refunds, chargebacks, reversals, taxes required to be withheld, and processor adjustments, Partner is entitled to a 30% Partner Fulfillment Commission calculated on the Gross Collected Course Amount actually received through Stripe for the applicable Partner-assigned sale.
For purposes of this Section, “Gross Collected Course Amount” means the course amount actually collected from the customer through Stripe for the applicable sale, excluding separately stated taxes, gratuities, donations, unrelated products or services, and amounts not successfully collected. If any part of the customer payment is later refunded, reversed, charged back, disputed, or otherwise not finally collected, the corresponding Partner commission may be reduced, reversed, offset against a future Stripe payout, or recovered as permitted by law and Stripe’s functionality.
Unless a signed commercial schedule expressly states otherwise, the 30% Partner Fulfillment Commission applies only to Learn & Work-Originated Sales and does not replace the Platform fee applicable to Partner-Originated Students.
9.3 Partner Platform Fee Tiers for Partner-Originated Students
| Partner Category | Learn & Work Platform Fee | Eligibility |
|---|---|---|
| Authorized Two-Day Trial | 0% | Qualifying Partner-Originated Student activity properly created and completed during the authorized two (2) consecutive calendar-day trial-access period. Activity carried beyond the trial window is subject to the applicable paid Platform fee. The trial does not automatically renew or convert to paid participation. |
| Standard Partner | 15% | Default fee for an eligible Partner with up to 20 Active Verified Teachers, unless another written commercial rate applies. |
| Growth Partner | 10% | Partner maintains more than 20 Active Verified Teachers (at least 21) and no more than 100; each counted Teacher must have completed at least 10 qualifying instructional hours on the Platform, subject to reasonable verification and continued eligibility. |
| Large Licensed Institution | 5% | Partner maintains more than 100 Licensed Active Verified Teachers (at least 101); each counted Teacher must have completed at least 10 qualifying instructional hours on the Platform, subject to reasonable verification and continued eligibility. |
| Public School / School District / Governmental Entity | Negotiated | Pricing, fees, procurement, data-protection, and other commercial terms are negotiated in writing. |
Learn & Work may reasonably verify tier eligibility using Platform records and supporting documentation. If Partner ceases to qualify for a reduced tier, the applicable higher fee may apply prospectively after reasonable notice. Completed transactions will not be repriced retroactively solely because eligibility later changes.
9.4 Stripe Account and Authorization
Partner authorizes Learn & Work and Stripe to create, process, route, split, transfer, reverse, refund, adjust, and report transactions as reasonably necessary to implement the commercial model described in these Terms. Partner may be required to establish and maintain a Stripe-connected or otherwise Stripe-verified account and to complete identity, business, banking, tax, sanctions, and other verification required by Stripe or applicable law before receiving payouts or participating in paid transactions.
Learn & Work may change the technical Stripe configuration or payment routing where reasonably necessary for security, processor requirements, card-network rules, tax compliance, anti-fraud controls, or applicable law, provided that the substantive economic rights already accrued under an accepted transaction are not retroactively reduced except for refunds, reversals, chargebacks, fraud, taxes, processor adjustments, or other adjustments expressly permitted by these Terms.
9.5 Optional Full Program Access License - Up to 1,000 Students
Partner may purchase an optional Full Program Access License for US$34,700, unless a signed Order Form states a different price. The Full Program Access License permits Partner, during the applicable License Term, to use the then-current Shining Speech™ program and authorized Learn & Work educational materials made available through the Platform for up to 1,000 unique enrolled students under Partner’s organization account.
The License Term will be stated in the applicable signed Order Form and may be any agreed period of up to five (5) years from the activation date. A Full Program Access License may not exceed five (5) years under a single Order Form. Any continuation after the stated License Term requires renewal or a new written agreement. “Up to 1,000 unique enrolled students” means no more than 1,000 individual students may be enrolled, assigned, or provided access under the license during the applicable License Term. Removing, archiving, or deactivating a student does not permit Partner to recycle that seat in order to exceed 1,000 unique students during the same License Term. Enrollment above 1,000 students requires a separate written commercial agreement or additional license.
The Full Program Access License is a limited, non-exclusive, non-transferable, non-sublicensable license for Partner’s own authorized educational operations. It does not transfer ownership of the Program or any intellectual property; does not include source code, ownership of software, trademarks, custom development, Teacher or Buddy labor, payment-processing fees, third-party services, or any right to resell, sublicense, publish, distribute, copy in bulk, create a competing curriculum from, or provide the Program to another school, company, franchise, affiliate, or third party unless expressly authorized in a signed Order Form.
Partner may permit its authorized personnel and enrolled students to access the Program only through approved accounts and only for Partner’s authorized educational services. Partner remains responsible for student eligibility, personnel qualifications, safeguarding, privacy, account security, and compliance with these Terms. Learn & Work may use reasonable technical and administrative controls to verify the 1,000-student limit and prevent unauthorized sharing or duplication.
Serious Breach; Suspension and Platform Exclusion. Purchase of a Full Program Access License does not limit Learn & Work’s safeguarding, security, intellectual-property, fraud-prevention, or compliance rights. Learn & Work may immediately suspend affected access where it reasonably believes this is necessary to protect a student, prevent fraud or unlawful conduct, contain a security or privacy incident, protect intellectual property from active misuse, or comply with law or a governmental or payment-provider requirement. For other material breaches, Learn & Work will provide written notice describing the breach in reasonable detail and, where the breach is reasonably capable of cure, at least ten (10) calendar days to cure before termination. Before permanent organization-level exclusion, Learn & Work will consider reasonably available information supplied by Partner. If a serious breach is substantiated, including material unlawful conduct, student-safety misconduct, fraud, unauthorized distribution of Learn & Work Materials, credential sharing, or deliberate circumvention of student or access limits, Learn & Work may terminate the applicable license and deny the responsible accounts future access, subject to applicable law. Permanent organization-level exclusion will be used only where reasonably proportionate to the substantiated breach or continuing risk.
Financial Consequences of Serious Breach. Upon termination for a substantiated serious breach described above, amounts already earned, accrued, processed, or non-refundable under the applicable Order Form remain payable. Learn & Work may also recover its documented losses, third-party claims, investigation and remediation costs, and any other damages or remedies available under these Terms or applicable law. No automatic percentage-based “law-violation fee” applies unless a separately signed Order Form contains a legally enforceable liquidated-damages provision tailored to a specifically defined breach.
Unless otherwise stated in a signed Order Form, the US$34,700 license fee is due through Stripe before activation and is non-cancellable and non-refundable after activation, except as required by applicable law and except that, if Learn & Work permanently discontinues the licensed core Program or terminates the applicable prepaid License Term for convenience without Partner breach and does not provide a reasonably comparable continuation option, Partner will receive a pro-rata refund of the prepaid license fee attributable to the unused portion of the affected License Term. No refund is due where termination results from Partner breach, misuse, nonpayment, unlawful conduct, student-safety risk, fraud, security abuse, or another termination right expressly stated in these Terms or the Order Form. Expiration or termination of the License Term ends Partner’s right to access and use the licensed Program materials, except for records Partner is legally required to retain. Sections concerning intellectual property, confidentiality, payment obligations, limitations of liability, and other provisions that by their nature should survive remain in effect.
The Full Program Access License is an alternative commercial model for the licensed Program access described in this Section. Unless a signed Order Form expressly states otherwise, transactions separately processed as Partner-Originated Students or Learn & Work-Originated Sales under Sections 9.1-9.3 remain subject to their applicable payment and commission rules and are not automatically included in, credited against, or replaced by the Full Program Access License fee.
10. Stripe Records, Payouts, Refunds and Chargebacks
Stripe is the authoritative payment record for transactions processed under these Terms. Stripe-generated invoices, receipts, transaction records, payout records, credit notes, refund records, chargeback records, tax documents where supported, and related processor records constitute the primary payment documentation for the applicable transaction. Each party remains responsible for creating, supplementing, issuing, or retaining any invoice, tax document, accounting record, or other documentation separately required by applicable law.
Partner is responsible for maintaining accurate legal-entity, banking, tax, and Stripe account information. Stripe payout timing, reserves, holds, verification, payment-method availability, and processing delays may be governed by Stripe’s rules and are not guaranteed by Learn & Work.
If a customer payment is refunded, reversed, disputed, charged back, determined fraudulent, or otherwise not finally collected, Stripe and/or Learn & Work may reverse or adjust the related Platform fee, Partner Fulfillment Commission, payout, credit, or other transaction component as appropriate. Where Stripe cannot automatically recover an amount, Learn & Work may offset the amount against future sums otherwise payable to Partner or request repayment, to the extent permitted by law.
Each party remains responsible for maintaining any accounting, tax, payroll, or business records independently required of that party by law. Nothing in this Section makes Learn & Work the accountant, tax preparer, payroll provider, fiduciary, escrow agent, or financial adviser of Partner.
10A. Lesson Cancellation and Late Cancellation
Twenty-Four-Hour Cancellation Window. A Student or, where the Student is a minor, the Student’s authorized parent or guardian; Partner; Teacher; or Buddy may cancel or request cancellation of a scheduled lesson at least twenty-four (24) hours before the scheduled lesson start time without a lesson cancellation charge or attendance penalty arising solely from that cancellation, subject to any non-refundable third-party processing charge that cannot lawfully or technically be reversed. Any required refund, reversal, credit, or adjustment will be processed through Stripe where applicable.
Late Cancellation. If a Student, parent/guardian, or Partner cancels less than twenty-four (24) hours before the scheduled start time, or the Student fails to attend without a timely cancellation, the applicable lesson charge may be retained or charged in accordance with the price and payment terms disclosed for that booking, except where applicable law requires otherwise or Learn & Work approves an exception. A late cancellation by a Teacher or Buddy does not create a right for Learn & Work or Partner to charge the Student for a lesson that is not delivered because the assigned provider failed to appear; the lesson may instead be reassigned, rescheduled, credited, or refunded as appropriate.
Cancellation time is determined by the timestamp in the Platform or other authorized cancellation channel. The party cancelling should use the Platform cancellation function whenever available and should notify Learn & Work promptly if a technical problem prevents timely cancellation.
10B. Teacher and Buddy Attendance; Repeated No-Shows
Teachers and Buddies are expected to attend every accepted or assigned lesson for which they have confirmed availability and to be ready to begin on time. If a Teacher or Buddy becomes aware that they may be unable to attend, they must notify Learn & Work and, where applicable, the Partner as soon as reasonably possible using an approved communication channel so that the lesson can be reassigned, rescheduled, or otherwise protected.
A “Provider No-Show” means a Teacher or Buddy fails to attend a scheduled lesson without a timely cancellation or other reasonable advance notice and without an approved exceptional-circumstances explanation. Two (2) Provider No-Shows may result in removal of that Teacher or Buddy from the active Learn & Work provider database and loss or suspension of Platform eligibility. Where the Teacher or Buddy is Partner Personnel, Learn & Work may require Partner to remove or replace that individual for Platform-based delivery.
Before final removal based solely on the two-no-show rule, Learn & Work may review reasonably available evidence and circumstances. Documented exceptional circumstances may include, without limitation, a medical emergency, accident, hospitalization, death or serious emergency involving an immediate family member, sudden material technical or infrastructure failure outside the provider’s reasonable control, or another comparable event that made timely attendance or notice impracticable. Learn & Work may request reasonable supporting documentation, such as medical documentation, accident documentation, or other evidence appropriate to the circumstances, subject to applicable privacy law.
Nothing in this Section prevents immediate suspension or removal after a single incident where the conduct presents a serious student-safety, fraud, privacy, unlawful-conduct, or other material risk under these Terms.
11. Taxes and Information Reporting
Each party is responsible for taxes legally imposed on that party. Learn & Work is responsible for reporting and paying taxes imposed on Learn & Work’s own commission or income. Partner is responsible for reporting and paying federal, state, local, payroll, employment, income, sales/use, or other taxes imposed on Partner or on amounts Partner receives, except to the extent Learn & Work is legally required to collect, withhold, remit, or report a tax on Partner’s behalf.
The Platform Fee retained by Learn & Work, whether 0%, 5%, 10%, 15%, or another expressly agreed rate, is not intended to make Learn & Work responsible for Partner’s income taxes on amounts settled to the Partner.
12. Stripe Payment Services Compliance
Payment processing is provided through Stripe and is subject to the applicable Stripe terms, connected-account terms, card-network rules, and other processor requirements. Partner authorizes Learn & Work and Stripe to process transactions, issue permitted refunds, facilitate transfers or payouts, conduct identity and business verification, and take other actions reasonably necessary to operate the payment flow described in these Terms.
Learn & Work may modify the Stripe configuration, payment routing, or related settlement mechanism where reasonably necessary to comply with payment-services, tax, anti-fraud, sanctions, banking, money-transmission, or card-network requirements, provided that accrued Partner economic rights are not retroactively reduced except for lawful adjustments described in these Terms.
13. Intellectual Property and License
Learn & Work and its licensors retain all right, title, and interest in the Platform, Shining Speech™, curriculum, lesson structures, teaching materials, software, dashboards, graphics, trademarks, documentation, methodologies, and related intellectual property (“Learn & Work Materials”).
Learn & Work represents that it owns, licenses, or otherwise has sufficient rights to provide Partner the rights expressly granted under these Terms and the applicable Order Form.
During the Term, Learn & Work grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Learn & Work Materials solely for authorized educational services through the Platform.
Partner may not copy, sell, publish, distribute, scrape, reverse engineer, create derivative commercial curricula from, sublicense, share outside authorized users, or use Learn & Work Materials to build or train a competing product except where such restriction is prohibited by law.
14. Branding and Public Statements
Neither party may use the other party’s name, trademarks, logos, student images, testimonials, or endorsement in public marketing without prior authorization, except for factual identification of an active partnership where expressly permitted in writing.
Partner may not represent that Learn & Work accredits, licenses, certifies, employs, or legally supervises Partner or Partner Personnel unless Learn & Work expressly confirms that statement in writing.
15. Records, Audit and Cooperation
Partner will maintain records reasonably necessary to demonstrate compliance with these Terms, including personnel qualification records, required consents, and transaction records. Upon reasonable notice, Partner will cooperate with a proportionate compliance review relating to Platform services, student safety, payment disputes, or legal obligations.
16. Confidentiality
Each party will protect non-public business, technical, financial, student, operational, and commercial information received from the other party using at least reasonable care and will use it only for the relationship contemplated by these Terms. Confidentiality obligations do not apply to information lawfully public, independently developed, rightfully received without restriction, or required to be disclosed by law.
17. Independent Businesses; Employment Matters
The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency. Partner has no authority to bind Learn & Work.
Partner is solely responsible for wages, benefits, payroll obligations, workers’ compensation, unemployment insurance, employment classification, immigration/work authorization, supervision, and other obligations relating to Partner Personnel.
18. Compliance with Law
Each party will comply with laws applicable to its performance under these Terms. Partner is responsible for laws and regulatory requirements applicable to operating its school or educational organization and delivering instruction in each jurisdiction in which it operates.
Partner may not use the Platform for unlawful discrimination, deceptive practices, unauthorized educational claims, unlawful collection of student data, sanctions violations, fraud, or other unlawful conduct.
19. Suspension
Learn & Work may immediately suspend access where reasonably necessary to protect students, users, the Platform, payment systems, intellectual property, or legal compliance; investigate suspected fraud or security incidents; respond to governmental or payment-provider requirements; or address a material breach. Where practicable, Learn & Work will provide notice and an opportunity to cure.
20. Term and Termination
These Terms begin when Partner accepts them and continue until terminated. Either party may terminate the relationship upon 30 days’ written notice unless an order form provides a different committed term. Either party may terminate for an uncured material breach after reasonable written notice, and Learn & Work may terminate or suspend immediately for serious student-safety, fraud, unlawful-conduct, privacy, or intellectual-property violations.
Termination does not eliminate payment obligations accrued before termination. Provisions concerning payments, taxes, confidentiality, intellectual property, disclaimers, liability, indemnification, dispute resolution, and other provisions that by their nature should survive will survive termination.
20A. Marketing, Educational Claims and Accreditation
Neither party may make false, misleading, unsubstantiated, or unauthorized claims concerning the Program, student outcomes, proficiency, academic performance, employment outcomes, accreditation, governmental or district approval, certification, or regulatory status. Partner may use only Learn & Work marketing claims authorized for Partner use.
Learn & Work does not represent that participation guarantees fluency, elimination of anxiety, improved grades, admission, employment, accreditation, licensure, or another particular result unless a specific claim is separately substantiated and expressly authorized in writing.
20B. Platform Availability and Support
Learn & Work will use commercially reasonable efforts to keep the core Platform available during the applicable paid term and to maintain reasonable operational support for material Platform issues. Availability may be affected by scheduled maintenance, emergency maintenance, third-party services, internet or telecommunications failures, force majeure, security measures, updates, or circumstances outside Learn & Work’s reasonable control. Unless a signed Order Form includes a separate service-level commitment, these Terms do not create a guaranteed uptime percentage or guaranteed response time.
If a material Platform failure within Learn & Work’s reasonable control substantially prevents Partner from using the core paid Program for an extended period, the parties will work in good faith on a commercially reasonable remedy, which may include restoration, extension of affected access, rescheduling, service credit, or another proportionate remedy. This Section does not require Learn & Work to provide custom development or support for Partner-controlled hardware, networks, third-party applications, or integrations not supplied by Learn & Work.
21. Warranties and Disclaimers
Each party represents that it has authority to enter into these Terms. Except for express warranties stated in these Terms, and to the maximum extent permitted by law, the Platform and Learn & Work Materials are provided “as is” and “as available.” Learn & Work does not guarantee any particular student outcome, enrollment level, revenue level, test result, accreditation result, regulatory approval, or uninterrupted availability.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUES, GOODWILL, OR DATA, ARISING FROM THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID OR PAYABLE TO LEARN & WORK UNDER THE APPLICABLE PARTNER RELATIONSHIP DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, (B) FOR A PREPAID FULL PROGRAM ACCESS LICENSE, THE PORTION OF THE LICENSE FEE PAID FOR THE THEN-CURRENT TWELVE-MONTH PERIOD OF THE LICENSE TERM, OR (C) US$5,000.
The foregoing cap does not apply to fraud, willful misconduct, infringement or misuse of the other party’s intellectual property, breach of confidentiality, amounts owed under the payment provisions, indemnification obligations, or liability that cannot lawfully be limited.
23. Indemnification
Partner Indemnity. Partner will defend, indemnify, and hold harmless Learn & Work and its affiliates, officers, directors, employees, and agents from third-party claims, damages, penalties, liabilities, and reasonable legal costs to the extent arising from: (a) Partner’s educational services or Partner Personnel; (b) Partner’s failure to verify personnel qualifications or required screening; (c) Partner’s violation of student-safety or privacy obligations; (d) Partner content, modifications, or instructions; or (e) Partner’s material violation of applicable law or these Terms.
Limited Learn & Work IP Indemnity. Learn & Work will defend Partner against a third-party claim brought in the United States alleging that Partner’s authorized use of unmodified Learn & Work Materials supplied by Learn & Work under these Terms directly infringes that third party’s United States copyright or trademark, and will pay damages finally awarded by a court or agreed in a settlement approved by Learn & Work. This obligation does not apply to claims arising from Partner modifications, combinations with items not supplied or approved by Learn & Work, use outside the authorized scope, continued use after notice of an infringement concern where a reasonable alternative is offered, or Partner content. Learn & Work may, at its option, modify or replace the affected material, obtain the right to continue use, or terminate the affected portion and provide any refund required under the applicable Order Form or Section 9.5.
Indemnification applies only if the indemnified party gives reasonably prompt notice of the claim, provides reasonable cooperation, and allows the indemnifying party to control the defense and settlement, except that no settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld.
24. Insurance
Partner will maintain insurance reasonably appropriate to its educational operations and applicable law, which may include commercial general liability, professional/educators liability, cyber/privacy coverage, abuse/molestation coverage where appropriate, and workers’ compensation where required. Upon reasonable request, Partner will provide evidence of coverage.
25. Changes to These Terms
Learn & Work may update these Terms prospectively for legal, security, operational, product, or commercial reasons. Material changes will be communicated through the Platform, email, or another reasonable method before taking effect. Changes will not retroactively alter accrued payment rights. During a prepaid committed License Term, Learn & Work will not unilaterally increase the agreed license price, reduce the purchased student limit, shorten the committed License Term, or materially reduce the core licensed rights stated in the applicable Order Form. If Partner continues using the Platform after the effective date of properly notified revised Terms, that continued use constitutes acceptance to the extent permitted by law. Where applicable law or the nature of a material commercial change requires affirmative consent, Learn & Work will obtain such consent before the change binds Partner.
26. Notices
Legal notices to Learn & Work must be sent to the legal/contact address or email identified on the Company website or applicable order form. Notices to Partner may be sent to the Partner administrator email or address associated with the Partner account. Electronic notices are permitted to the extent allowed by applicable law.
26A. Public Schools and Governmental Entities
If Partner is a public school, school district, governmental entity, or other entity subject to public procurement, sovereign-immunity, public-records, statutory contracting, data-governance, or mandatory contract-form requirements, these Terms apply only to the extent legally permitted and may require a mutually executed order form, DPA, procurement addendum, or other government-required agreement before services begin. Learn & Work does not require a governmental Partner to waive a non-waivable statutory right, immunity, or obligation.
27. Governing Law; Venue
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Unless the parties agree in writing to arbitration or another dispute process, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Palm Beach County, Florida, for disputes arising from these Terms, subject to any non-waivable law requiring otherwise.
28. General
These Terms, together with the Privacy Policy, applicable data-processing terms, Order Forms, and written commercial schedules, constitute the agreement concerning the Partner’s use of the Platform. If an applicable DPA conflicts with these Terms solely as to privacy, security, student-data use, retention, deletion, or breach notification, the DPA controls for that subject. If a signed Order Form conflicts with these Terms as to pricing, commission, license term, settlement, or another expressly negotiated commercial term, the signed Order Form controls for that subject. Partner may not transfer or assign its Platform account, Full Program Access License, or rights under these Terms to another entity without Learn & Work’s prior written consent. Learn & Work may assign these Terms in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or change of control, provided the assignee assumes Learn & Work’s material obligations applicable to the Partner relationship.
If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted or modified only to the minimum extent necessary, and the remaining provisions will remain in effect. A party’s delay or failure to enforce a provision on one occasion does not waive that provision or the right to enforce it later. Waivers must be in writing and apply only to the specific matter stated.
29. Electronic Acceptance Record
Suggested account-creation checkbox:
☐ I represent that I am authorized to bind the organization identified in this account. On behalf of that organization, I have read and agree to the Learn & Work Florida Partner Terms & Conditions and acknowledge the applicable Privacy Policy and incorporated documents.
Recommended system record: Terms version, date/time, organization ID, accepting administrator ID/email, IP/device metadata where lawful, and immutable acceptance log. Do not use a pre-checked box.
30. Trial and Commission-Specific Acceptance
Two-Day Trial Access: The authorized Partner trial lasts for two (2) consecutive calendar days, beginning when trial access is activated. During that trial period, the Learn & Work Platform fee is 0% only for qualifying Partner-Originated Student activity that is properly created and completed within the authorized trial window. Activity created, scheduled, submitted, or carried forward for performance after the trial period is subject to the Partner’s applicable paid Platform fee unless Learn & Work expressly approves otherwise in writing. The trial ends automatically at the close of the second consecutive calendar day, does not renew automatically, and does not by itself convert Partner to paid participation.
Standard Rate: Unless another tier or written commercial rate applies, the standard Learn & Work Platform fee for Partner-Originated Students is 15%.
Growth Partner Rate: A Partner maintaining more than 20 Active Verified Teachers (at least 21), each meeting the ten (10) qualifying Platform-hour requirement, may qualify for a 10% Learn & Work Platform fee, subject to reasonable verification and continued eligibility.
Large Licensed Institution Rate: A Partner maintaining more than 100 Licensed Active Verified Teachers (at least 101), each meeting the ten (10) qualifying Platform-hour requirement, may qualify for a 5% Learn & Work Platform fee, subject to reasonable verification and continued eligibility.
Public Schools and Governmental Entities: Commission and other commercial terms are negotiated in writing and may vary to reflect procurement, district, statutory, data-protection, and contracting requirements.
Before the first paid Partner-Originated Student activity after trial, the Platform will disclose the applicable Platform fee and material commercial terms and require an authorized Partner representative to affirmatively accept or activate paid participation. No Platform fee will be imposed retroactively on completed authorized trial activity. Learn & Work-Originated Sales remain governed by Section 9.2, including the 30% Partner Fulfillment Commission.
31. Contact
Learn & Work Florida Institute for Academic Leadership, LLC
Florida, United States
Email: office@learnandworkflorida.com