Transparent Terms of Service

These Terms constitute a legally binding agreement between you and GSW Education Partners LLC, a Wyoming limited liability company. Your engagement of our services signifies your acceptance of these Terms, our Privacy Policy, and our Refund and Cancellation Policy, all of which are incorporated herein by reference.

If you are entering into these Terms on behalf of an organization (such as a school district, municipality, or nonprofit), you represent and warrant that you have authority to bind that organization to these Terms.

GSW Education Partners provides professional educational consulting services to K-12 school districts, recreation departments, and youth-serving organizations. Our service areas include:

• Assessment and Planning - Organizational assessments, strategic planning, needs analysis, and program evaluation
• Curriculum Development - 21st CCLC-aligned curriculum design, content creation, and implementation support
• Talent and Staffing - Hiring support, job descriptions, interview frameworks, and staff development
• Operations and Compliance - Policy development, safety frameworks, grant alignment, and operational systems
• Leadership Development - Coaching, professional development, and leadership capacity building
• Financial Management - Budget frameworks, grant compliance support, and financial reporting guidance

Specific services, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or service agreement, which is incorporated into and governed by these Terms.

Our standard monthly retainer services are structured in three tiers. All tiers include access to our full range of expertise areas, with hours allocated monthly for consulting, deliverable production, and collaborative work sessions.

Project-based engagements (outside of monthly retainers) are priced separately and detailed in the applicable SOW. Custom tier arrangements are available upon request.

The following payment terms apply to all GSW Education Partners service engagements unless otherwise specified in the applicable SOW:

All fees are in U.S. dollars. Clients are responsible for any applicable taxes, including sales tax, use tax, or VAT, unless specifically exempt by applicable law. GSW will provide documentation supporting tax exemption claims when required.

The following intellectual property provisions govern ownership of work created during service engagements:

• Client Work Product: Deliverables created specifically for your organization under a service agreement become your property upon receipt of full payment. This includes customized assessments, curriculum documents, policy manuals, and strategic plans created exclusively for your engagement.
• GSW Proprietary Materials: GSW retains all ownership rights to its pre-existing frameworks, methodologies, templates, tools, training materials, and general intellectual property. We grant clients a non-exclusive, non-transferable license to use these materials within their organization for the purposes described in the SOW.
• Derivative Works: If work product incorporates GSW proprietary materials, GSW retains ownership of the proprietary components while the client owns the customized portions. Both parties agree to reasonably cooperate regarding ownership questions.
• No Assignment: Client may not assign, sublicense, or transfer the license to GSW materials to any third party without prior written consent.

Both parties acknowledge that during the course of a service engagement they may receive confidential information belonging to the other party. Each party agrees to:

1. Keep all confidential information strictly confidential and protected with at least the same degree of care used to protect its own confidential information
2. Not disclose confidential information to any third party without prior written consent of the disclosing party
3. Use confidential information only for the purposes of performing obligations under the applicable service agreement
4. Limit access to confidential information to employees and contractors who have a need to know and are bound by equivalent confidentiality obligations
5. Promptly notify the other party in writing upon discovery of any unauthorized disclosure or use of confidential information

Confidential information includes: business plans and strategies, financial data, student and staff information, assessment results, curriculum materials, pricing, client lists, and any information designated as confidential or that a reasonable person would understand to be confidential.

Exceptions: Confidentiality obligations do not apply to information that is independently developed without use of confidential information, becomes publicly available through no breach of this agreement, was already known before disclosure, or is required to be disclosed by law or court order (with prompt prior notice to the other party when legally permitted).

Confidentiality obligations survive termination of the service agreement for a period of 5 years.

To ensure a successful engagement, clients agree to:

• Designate a primary point of contact with authority to approve deliverables and make decisions within the scope of the engagement
• Provide timely access to information, staff, facilities, and materials reasonably necessary for GSW to perform services
• Review and provide feedback on deliverables within the timeframes specified in the SOW (typically 5-10 business days)
• Notify GSW promptly of any changes in organizational priorities, leadership, or circumstances that may affect the engagement
• Ensure that all data and materials provided to GSW are accurate and do not infringe on any third-party rights
• Maintain appropriate internal support for implementing recommendations and deliverables
• Comply with all applicable laws and regulations in connection with the use of GSW's services and deliverables

GSW is not responsible for delays or quality issues that result directly from a client's failure to meet these responsibilities. Significant delays in client-side feedback may result in schedule adjustments at GSW's discretion.

GSW Education Partners represents and warrants that:

• Services will be performed by qualified professionals with relevant expertise in K-12 education
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• GSW has the right to enter into service agreements and provide the contracted services
• To the best of GSW's knowledge, work product will not infringe any third-party intellectual property rights

GSW's recommendations are professional opinions based on available information and industry best practices. Clients retain final decision-making authority for all program, staffing, and operational decisions within their organizations.

To the maximum extent permitted by applicable law:

• GSW's total aggregate liability arising out of or related to any service agreement will not exceed the total fees paid by Client to GSW in the 12 months preceding the claim
• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages
• These limitations apply regardless of the form of action, whether in contract, tort (including negligence), or otherwise

Nothing in these Terms limits liability for: fraud or fraudulent misrepresentation, death or personal injury caused by negligence, gross negligence or willful misconduct, or any liability that cannot be limited by applicable law.

Service agreements commence on the start date specified in the applicable SOW and continue for the term specified or, if no term is specified, on a month-to-month basis.

Effect of Termination: Upon termination, Client will pay all fees for services rendered. GSW will deliver any completed work product for which payment has been received. Provisions regarding intellectual property, confidentiality, payment obligations, limitation of liability, and dispute resolution survive termination.

For our detailed refund and cancellation schedule applicable upon termination, please review our Refund and Cancellation Policy.

We believe most disputes can be resolved through direct communication. If a dispute arises, the parties agree to follow this escalation process:

1. Direct Negotiation (30 days): Either party may initiate dispute resolution by delivering written notice describing the dispute. The parties will meet in good faith within 10 business days to attempt resolution.
2. Mediation (30 days): If direct negotiation fails, either party may request non-binding mediation. A mediator will be selected by mutual agreement or through the American Arbitration Association (AAA).
3. Binding Arbitration: If mediation does not resolve the dispute, either party may submit it to binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration will be conducted in Wyoming or virtually by mutual consent. The arbitrator's decision will be final and binding.

Nothing in this section prevents either party from seeking emergency injunctive or declaratory relief from a court of competent jurisdiction to prevent imminent harm while arbitration is pending.

Governing Law: These Terms and all service agreements are governed by the laws of the State of Wyoming, without regard to conflict of law principles.

Independent Contractors: GSW and its consultants are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. GSW personnel are not employees of the Client.

Force Majeure: Neither party will be liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, government actions, or internet outages. The affected party must promptly notify the other party and use reasonable efforts to minimize delays.

Non-Solicitation: During the engagement and for 12 months after termination, Client agrees not to solicit or hire any GSW employee or contractor who was involved in the Client's engagement, without GSW's prior written consent.

Entire Agreement: These Terms, together with the applicable SOW and any referenced policies, constitute the entire agreement between the parties regarding the services described. They supersede all prior discussions, proposals, and understandings.

Severability: If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver: Failure to enforce any provision of these Terms is not a waiver of the right to enforce it in the future.

Assignment: Client may not assign these Terms or any service agreement without GSW's prior written consent. GSW may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.