Saplyn Terms of Service

Effective date: August 9, 2026 · Mommalyn Inc.

These Terms of Service (the "Agreement") are between Mommalyn Inc., a Delaware corporation ("Saplyn," "we," "us"), and the childcare provider that creates a Saplyn account or otherwise accepts this Agreement (the "Center," "you"). The person accepting represents that they are at least 18, and have authority to bind the Center. This Agreement governs the Center's use of the Saplyn childcare-management platform, web and mobile applications, and related services (the "Service").

This Agreement includes binding individual arbitration and a class-action waiver (Section 15). It incorporates the Data Processing Addendum ("DPA"), the Privacy Policy, and the Subprocessor List. Family Users are additionally governed by the Family Terms of Use.

1. The Service; accounts

1.1 The Service. Saplyn provides software for running a childcare business: enrollment and waitlist, attendance and check-in, classroom and staff scheduling, daily reports and family communication, health and compliance records, billing and payments, and reporting. Features may be added, changed, staged in gradually, or retired; we will not materially reduce the core functionality of the Service during a paid term without notice.

1.2 Authorized Users. The Center may invite (a) its staff, with the roles and permissions the Center assigns ("Staff Users"), and (b) parents, guardians, and household members of enrolled or applying children ("Family Users") (together, "Authorized Users"). The Center is responsible for keeping its user lists and permissions current — including promptly removing departed staff and updating household access when custody or authorization changes — and for its Authorized Users' compliance with this Agreement. Accounts are for identified individuals; credentials and sign-in links must not be shared.

1.3 The Center controls access. The Service gives the Center granular permission, role, and household controls. Saplyn enforces the configuration the Center sets; the Center is responsible for setting it appropriately (e.g., who may view medical records, photos, or camera snapshots).

2. Subscription, trial, and fees

2.1 Fees. The Service is offered as a flat-rate subscription per Center location at the pricing published at saplyn.co/pricing or otherwise agreed in writing, billed in advance each billing period through Stripe. Prices may change with at least 30 days' notice, effective at the next renewal.

2.2 Free trial. New Centers may receive a free trial as described at sign-up, with no payment method required. At the end of the trial the Center must subscribe to continue; if it does not, the account is suspended and Section 12.3 (data export and deletion) applies.

2.3 Renewal and cancellation. Subscriptions renew automatically each billing period until cancelled. The Center may cancel at any time, effective at the end of the current billing period. Except as expressly stated in this Agreement (or required by law), fees are non-refundable and there are no credits for partial periods.

2.4 Late payment. If a subscription payment fails, we will notify the Center and retry. We may suspend access (other than data export) if payment remains outstanding 14 days after notice, and will restore access promptly on payment.

2.5 Taxes. Fees exclude taxes; the Center is responsible for applicable sales and use taxes, excluding taxes on Saplyn's income.

3. Family payments (Stripe Connect)

If the Center enables tuition and fee collection through the Service:

3.1 Stripe Connected Account. The Center must register for a Stripe connected account through the Service and agrees to the Stripe Connected Account Agreement, including the Stripe Terms of Service. Stripe requires identity and business verification (KYC); the Center will provide accurate, complete information and keep it current. Payment processing is provided by Stripe; Saplyn is not a bank and does not hold funds.

3.2 The Center is the merchant. Tuition, fees, and deposits are owed by families to the Center. The Center sets its own tuition plans, invoices, discounts, and refund practices, and is solely responsible for the goods and services families pay for. Saplyn facilitates invoicing and collection as the Center's platform.

3.3 Payment methods and timing. Families may pay by card or U.S. bank account (ACH). Payouts to the Center's bank account are made by Stripe on Stripe's payout schedule. ACH payments can fail or be returned days after appearing to succeed; the Service reflects payment status as reported by Stripe.

3.4 Refunds, disputes, and chargebacks. The Center is financially responsible for refunds, chargebacks, ACH returns, and associated processor fees on its payments. Where a chargeback or return is debited from Saplyn's platform account first, the Center will reimburse Saplyn, and authorizes Saplyn to recover the amount by deduction from the Center's subsequent payouts or by charging the Center's payment method on file. The Center will maintain reasonable records (enrollment agreements, attendance) sufficient to respond to disputes, and will respond to dispute inquiries promptly.

3.5 Waitlist deposits. If the Center collects waitlist deposits through the Service, the Center must honor the refund terms presented to the family at the time of payment (including refund of the deposit where the family withdraws or is not offered a spot).

3.6 Processing and platform fees. Stripe's processing fees apply to the Center's transactions per Stripe's pricing. Saplyn currently charges no platform fee on family payments; if that changes, we will give at least 30 days' notice, and the change will not apply retroactively.

3.7 Compliance. The Center will use the payments features only for lawful childcare-related charges, and not for any category of business restricted by Stripe.

4. Customer Data

4.1 Ownership. As between the parties, the Center owns all data that it and its Authorized Users submit to the Service ("Customer Data"), including all records about children, families, and staff. Saplyn owns the Service, and usage data that does not identify a person or the Center's records.

4.2 Our license. The Center grants Saplyn the right to host, process, transmit, and display Customer Data solely to provide and support the Service, as described in the DPA and the Privacy Policy. We do not sell Customer Data, use it for advertising, or use it to train AI models. Saplyn may create de-identified, aggregated data from Customer Data — data that does not identify, and cannot reasonably be used to identify, any Center, child, or individual — and use it to operate, improve, and benchmark the Service and to publish aggregate industry insights. Saplyn will not attempt to re-identify de-identified data and will maintain it in de-identified form.

4.3 Export. The Center may export its Customer Data through the Service's export features at any time during the term and the wind-down period in Section 12.3.

4.4 The Center's data responsibilities. The Center represents that it has — and will maintain — all rights, notices, and consents required to collect Customer Data and have Saplyn process it, including: (a) parental or guardian consent for photos and media of children, where required by law, license, or the Center's enrollment agreements; (b) any consents or notices required for staff employment records; and (c) authorization to share each child's records with the Family Users the Center connects to that child.

5. The Center's operational responsibilities

5.1 Saplyn is a tool, not a substitute for the Center's own compliance. The Center is solely responsible for complying with childcare licensing laws and regulations — including staffing ratios, records and retention, immunization tracking, medication administration, incident reporting to authorities, and emergency procedures. Features of the Service that surface compliance-related information (ratio indicators, compliance checklists, expiration reminders, licensing data) are informational aids only, may be incomplete or out of date, and are not legal, regulatory, or medical advice.

5.2 Child safety decisions are the Center's. Check-in/check-out records, kiosk codes, pickup authorizations, allergy and medication flags, and similar features support — but do not replace — the Center's own verification of who may pick up a child, what a child may eat, and what medication a child may receive. The Center will maintain procedures that do not depend on the availability of the Service (Section 10.3).

5.3 Accuracy. The Center is responsible for the accuracy of the information it enters, including emergency contacts, allergy and medical information, and authorized pickup lists.

6. Acceptable use

The Center and its Authorized Users will not: (a) use the Service to violate law or the rights of others; (b) attempt to access another tenant's data or circumvent authorization, tenancy, or security controls; (c) probe, scan, or test the Service's security except with our prior written consent; (d) upload malware or interfere with the Service; (e) misuse communication features to send spam or abusive content; (f) scrape the Service or use it to build a competing product; (g) resell or sublicense the Service; or (h) upload content that is unlawful, infringing, or exploitative — Saplyn will report child sexual abuse material to the National Center for Missing & Exploited Children and law enforcement as required by law. We may suspend access immediately for violations that threaten the Service, other customers, or a child's safety, with notice as soon as practicable.

7. AI features

Some features use artificial intelligence (the Saplyn assistant, the custom report builder, and voice-note transcription). AI output can be inaccurate or incomplete; it is generated as a draft for human review, and a Staff User must review and approve before relying on it or letting it take effect. AI features must not be used as the basis for decisions about a child's health, safety, or care without independent verification. Tenant data sent to AI providers is protected as described in the DPA and Subprocessor List and is not used to train providers' models.

8. Camera integrations

The Service can connect to camera systems the Center owns and operates (e.g., UniFi) to show snapshots to authorized Staff Users. The cameras, recordings, and surveillance practices are the Center's alone: the Center is responsible for complying with all surveillance, wiretap, consent, and notice laws applicable to recording in its facility, and for deciding which staff may view camera imagery. Saplyn relays imagery per the Center's configuration and does not monitor it.

9. Intellectual property; feedback

Saplyn and its licensors own the Service and all related intellectual property. The Center receives a limited, non-exclusive, non-transferable right to use the Service during the term, per this Agreement. If the Center provides feedback or suggestions, Saplyn may use them without restriction or obligation. Saplyn will identify the Center by name or logo as a customer only with the Center's prior consent.

10. Warranties and disclaimers

10.1 Mutual. Each party warrants it has the authority to enter this Agreement.

10.2 Saplyn. We warrant that we will provide the Service with reasonable skill and care, and maintain the security program described in the DPA.

10.3 Availability. We aim for high availability but do not promise a specific uptime and do not offer a service-level agreement at this time. Planned maintenance will be scheduled to minimize disruption where practicable. The Center must maintain offline procedures for safety-critical operations — attendance, emergency contacts, allergy lists, and pickup authorization — sufficient to operate during an outage.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS," AND SAPLYN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SAPLYN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE CENTER, ITS AUTHORIZED USERS, FAMILIES, OR THIRD-PARTY SERVICES (INCLUDING STRIPE AND CAMERA HARDWARE).

11. Indemnification

11.1 By Saplyn. Saplyn will defend the Center against third-party claims that the Service, as provided by Saplyn and used as permitted, infringes a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. If the Service is enjoined, Saplyn may modify it, procure rights, or terminate the affected portion with a pro-rata refund. This section states Saplyn's entire liability for infringement.

11.2 By the Center. The Center will defend Saplyn against third-party claims arising from (a) Customer Data or the Center's breach of Section 4.4 (consents), (b) the Center's childcare operations or its obligations to families (including payment disputes under Section 3), or (c) the Center's violation of law, and will pay resulting damages finally awarded or agreed in settlement.

11.3 Process. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

12. Term, suspension, and termination

12.1 Term. This Agreement runs from account creation until terminated.

12.2 Termination. The Center may terminate by cancelling its subscription (Section 2.3). Either party may terminate for material breach uncured 30 days after written notice, or immediately if the other party ceases business. Saplyn may suspend or terminate immediately as provided in Section 6, or if required by law or by Stripe with respect to payments features.

12.3 Effect. On termination or expiration: access ends (except read/ export access we make available during wind-down); the Center may export Customer Data for 30 days; thereafter Customer Data is deleted per DPA § 9. Sections that by nature survive (including 4.1, 9, 10, 11, 13, 14, 15) survive.

13. Limitation of liability

13.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CENTER TO SAPLYN IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY (OR $100, IF GREATER, DURING A FREE TRIAL).

13.2 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA (EXCEPT RESTORATION OF CUSTOMER DATA FROM BACKUPS), EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Excluded claims. The cap in 13.1 does not apply to: the Center's payment obligations (including Section 3.4 reimbursements); either party's indemnification obligations under Section 11; the Center's breach of Section 6; or a party's gross negligence or willful misconduct.

13.4 Nothing in this Agreement limits liability that cannot be limited by law.

14. Governing law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Subject to Section 15, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to their jurisdiction and venue.

15. Dispute resolution; arbitration; class waiver

15.1 Informal resolution first. Before filing a claim, the complaining party will send a written description of the dispute to the other (for Saplyn: legal@saplyn.co) and the parties will try in good faith to resolve it within 60 days.

15.2 Binding arbitration. Any dispute arising out of or relating to this Agreement or the Service that is not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, in English. Unless the parties agree otherwise, arbitration will be conducted by videoconference or, if an in-person hearing is required, in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

15.3 Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive relief in court for intellectual- property infringement, unauthorized access, or misuse of Customer Data.

15.4 Class waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court under Section 14.

15.5 Opt-out. The Center may opt out of Sections 15.2–15.4 by emailing legal@saplyn.co within 30 days of first accepting this Agreement, stating the Center's name and intent to opt out.

16. General

16.1 Changes to this Agreement. We may update this Agreement prospectively. For material changes we will give at least 30 days' notice (email or in-app); changes take effect at the Center's next renewal after notice, and continued use constitutes acceptance. Changes to Section 15 apply only to disputes arising after the change.

16.2 Notices. Saplyn may give notice by email to the Center's admin account holders or in-app; the Center may give notice to legal@saplyn.co and Mommalyn Inc., 3723 Greenville Ave STE 41398, Dallas, TX 75206. Notice is effective on receipt.

16.3 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

16.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

16.5 Miscellaneous. This Agreement (with the documents it incorporates) is the entire agreement about the Service and supersedes prior discussions. No waiver is implied from any failure to enforce. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. The parties are independent contractors. There are no third-party beneficiaries, except that Stripe may enforce Section 3 as necessary to its role as payment processor.