Terms and Conditions

WHEREAS, NannyPod owns and operates a proprietary nanny, night nurse and babysitter scheduling service system providing the services more particularly set forth on Exhibit “A” attached hereto and incorporated herein by reference whereby NannyPod provides its customers access to nannies/night nurses/sitters employed by NannyPod (“NannyPod System”); and

WHEREAS, Family desires to utilize the NannyPod System subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and which includes, but is not limited to, the mutual covenants, rights and obligations herein contained, NannyPod and Family hereby agree as follows:

  1. SERVICES. Subject to the terms of this Agreement, NannyPod shall make available to Family the NannyPod System which system shall provide to Family a platform through which Family may select, meet, approve and schedule a nanny, night nurse or babysitter (“Sitter”).  Family acknowledges and agrees the NannyPod System and the services provided thereby constitute valuable and proprietary intellectual property of NannyPod and nothing in this Agreement is intended to affect nor shall ever be construed as affecting NannyPod’s ownership of or proprietary rights in and to any and all of NannyPod’s intellectual property, rights and licenses constituting the NannyPod System or any component thereof  including any copyrights, trade secrets, patents and other intellectual and proprietary rights therein.  All proprietary rights of NannyPod, including without limitation, all intellectual property, and all rights and licenses in the NannyPod System and services provided thereby, and the programs, methods of processing, specific design and structure of individual programs and their interaction and the programming techniques employed therein, shall all remain the property of NannyPod. It is expressly understood and agreed no title to or ownership of the NannyPod System or any part thereof are transferred to Family.

  2. TERM. The initial term of this Agreement shall be one (1) year, commencing on the date first above written, unless sooner terminated as herein provided or if purchasing the one time $10 Hotel / Resort Guest 14 Day Membership.  This Agreement shall automatically be extended for additional successive terms of one (1) year each and the Family shall pay to NannyPod upon such automatic renewal the Access Fee (as defined on Exhibit “B” or the NannyPod website), unless either NannyPod or the Family provides written notice to the other at least thirty one (31) days prior to the expiration date of the then current term that it will not extend this Agreement beyond the then applicable termination date.

3. PAYMENT OF CHARGES; REIMBURSEMENT OF EXPENSES. Family shall pay to NannyPod an Access Fee and fees based on the babysitter or nanny plan (“Sitter Plan”) and Fee Schedule selected by the Family on the NannyPod website or attached hereto as Exhibit “B” (collectively, the “Fees”).  The Fee Schedule is subject to change at any time as determined by NannyPod in its sole discretion.  By selecting a Sitter Plan, the Family represents and warrants the selected Sitter Plan based on the actual number of children for which a Sitter is required.  In the event the Family selects a Sitter Plan for less than the actual number of children for which a Sitter is required, the Family shall immediately be upgraded to the appropriate Sitter Plan and pay any balance due resulting from such upgrade.  Fees are due and payable in full in advance of scheduling and booking an appointment with a Sitter and all purchases are non-transferrable.  Family hereby authorizes payment of all Fees by direct ACH debit of Family’s deposit account or credit card on file and Family shall maintain sufficient funds in said account to cover all Fees hereunder.  Hourly packages expire one year from purchase. If Family needs to restart an expired package, there is a fee of 25% based on the original purchase price, with a minimum fee of $250. Only packages that are within 24 months of the original purchase date can be restarted. Prior to utilizing the NannyPod System, a Family seeking a regular part time nanny, defined as 20 hours per week, or a full time nanny, defined as 40 hours per week, at the Platinum, Gold Silver or Bronze Nanny level, shall be required to purchase the appropriate Platinum, Gold, Silver or Bronze Nanny Pay In Advance package with a minimum number of hours equal to one hundred (100) hours, paid in advance. Family shall promptly reimburse Sitter directly for all expenses incurred by Sitter.  Expenses may include, but are not limited to, gas, food, entertainment, movie tickets, entrance tickets, public transportation, and hygiene related expenses. In the event the Family does not promptly reimburse the Sitter, NannyPod may elect, in its sole and absolute discretion, to reimburse the Sitter and the Family shall thereafter immediately reimburse NannyPod for any such expense.

  1. RELATIONSHIP; HIRING. NannyPod is acting solely as a service provider through the NannyPod System to provide Family and Sitter a platform through which the Family and a Sitter may arrange nanny, night nurse or babysitting services.  Family shall be solely responsible for interviewing, approving and hiring a Sitter prior to a Sitter providing any nanny or babysitting services to Family.  NannyPod hereby disclaims and makes no representation or warranty regarding the moral character of any Sitter.
  2. CONFIDENTIALITY. During the term of this Agreement and for one (1) year after the expiration of the term, Family: (a) will hold and will cause all family members to hold in strict confidence all information furnished to Family by NannyPod or Sitter or their respective representatives in connection with the NannyPod System (collectively, the “Information”); and (b) will not, without the prior written consent of NannyPod, or except as required by law, release or disclose any Information to any other person.  Information shall not include any information which can be shown to be or have become (i) generally available to the public other than as a result of a disclosure by NannyPod or its officers, directors, members, managers, attorneys, accountants, representatives, agents, consultants and advisors, or (ii) available to Family on a non-confidential basis from a source other than NannyPod or its agents if such source is entitled to disclose such information.  Family understands and agrees the information prepared and provided by NannyPod is the proprietary information of NannyPod, for sole purpose of providing the NannyPod System.

  3. WORK ENVIRONMENT. Family shall provide Sitter with a safe and secure home environment free from any safety or health hazards. If NannyPod or a Sitter determine in their sole discretion a Sitter’s welfare is jeopardized, exploited, or the Sitter Plan selected by the Family is insufficient or inaccurate, or if Family fails to adhere to the terms of this Agreement, NannyPod may terminate this Agreement upon written notice to Family and NannyPod shall retain all amounts paid by Family to NannyPod under the terms of this Agreement.

  4. TERMINATION OF AGREEMENT; REFUNDS. Either party may terminate this Agreement without cause upon thirty one (31) days prior written notice by email to info@nannypod.com.  If this Agreement is terminated by the Family without cause as provided herein, Family shall be entitled to a refund of all unused hours less an administrative charge in the amount of twenty-five percent (25%) of the account balance at the time of such termination to cover the extra time and expense involved in handling the termination of this Agreement; provided, however, Family shall not be entitled to a refund if the account balance is less than $500 or if Family has breached any obligation under this Agreement, or if Family has purchased a Pay Monthly contract and has not completed the term of 10 months in its entirety, or if Family has engaged a part time or full time nanny at the platinum, gold, silver or bronze level. The minimum fee charged on all refunds is one hundred and twenty five dollars ($125). Either Family or NannyPod may terminate this Agreement for cause due to the other party’s breach of an obligation under this Agreement.  In the event NannyPod terminates this Agreement for cause, Family shall not be entitled to any refund.  Any notice of termination from the Family shall detail the reason or reasons for such termination. Family acknowledges and agrees the administrative charge provided above is fair and reasonable compensation to NannyPod for the additional administrative time and effort incurred in collecting and processing the termination of this Agreement by the Family.

  5. SCHEDULING. Upon enrolling in the NannyPod System and purchasing a Sitter Plan, Family may schedule a Sitter via the NannyPod website or mobile application.  If an appointment request is unavailable, Family should request the appointment with another Sitter in their Pod.  In the event Sitter within the Family’s Pod is unavailable, Family may request a Sitter outside of their Pod.  NannyPod does not guarantee a Sitter, whether within the Family’s Pod or outside the Family’s Pod, will be available.

  6. CANCELLATIONS. Appointments may be cancelled upon written notice received by NannyPod at least twelve (12) hours prior to the Family’s scheduled appointment.  In the event an appointment is cancelled by Family within twelve (12) hours of the scheduled appointment, the length of the appointment will be subtracted from the hours remaining in Family’s Sitter Plan or charged at the Pay As You Go rate if the hours remaining on the Family’s Sitter Plan are insufficient.

  7. INDEMNIFICATION. Family covenants and agrees, at their sole cost and expense, to indemnify, defend and hold harmless NannyPod, its officers, managers, agents, employees, directors, shareholders, partners, members, owners and representatives (hereinafter, the “Indemnitee”) from and against any and all claims, including any actions or proceedings, by any third party against Indemnitee resulting from or arising out of personal injury, death or property damage caused by the Sitter, and from and against all damages, losses, judgments, costs (including reasonable attorneys’ fees), expenses and liabilities incurred with respect to any such claim, action or proceeding arising therefrom.  In case any action or proceeding is brought against Indemnitee by reason of any such claim, action or proceeding, Family, upon notice from the Indemnitee, covenants to resist or defend such action or proceeding with attorneys reasonably satisfactory to the Indemnitee.  

  8. LIABILITY; RELEASE. Family acknowledges NannyPod is a service provider only and provides Family access to the NannyPod System to facilitate a Family selecting, meeting, approving and scheduling a Sitter.  Family shall be solely responsible for selecting, meeting, approving, scheduling, supervising, instructing and directing the Sitter and the time, method, manner, or means of accomplishing the Family’s objectives. Family shall be solely responsible to ensure Sitter’s driving license is current and valid. NannyPod does not train, employ, or exercise control, authority, or discretion over Sitters and NannyPod disclaims any and all responsibility for any conduct or omissions of any Sitter. NannyPod shall not be responsible for losses or damages resulting directly or indirectly from Family’s relationship with a Sitter.  NannyPod expressly disclaims and the parties specifically and explicitly agree that under no circumstances whatsoever shall NannyPod be liable for any SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF NANNYPOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES arising in connection with this Agreement or the alleged breach or violation hereof, and any damages recoverable by Family as the result of any alleged breach of any provision hereof shall never exceed the total fees actually paid to NannyPod during the term hereof pursuant to this Agreement.   The pricing for the NannyPod Services stated in this Agreement is a material consideration in limiting NannyPod’s liability and Family’s remedies.  In consideration for the services provided, the Family forever discharges Nanny Pod, LLC, its agents, employees, members, officers, directors, affiliates, successors and assigns (“Released Entities”), of and from any and every claim, demand, action or right of action of whatsoever kind of nature, whether in law or in equity, arising from or by reason of any personal injury, known or unknown, death or property damage, resulting or to result from any accident of other occurrence which may occur as a result of the participation in the NannyPod System, whether such injury, death or damage is caused by negligence of the Released Entities or not, except that which is the result of gross negligence and/or wanton misconduct.

ADDITIONAL CONDITIONS:

  1. Family agrees not to employ any associates, friends, or relatives of any Sitter provided by NannyPod that would be in direct competition with NannyPod.

  2. Family shall refrain from making any private agreement with any Sitter referred by NannyPod or from taking any action which is inconsistent with this Agreement or which has the effect of avoiding any of Family’s obligations herein. Such private agreements and actions include, but not limited to, actions which would enable Family to avoid payment of Fees, or any portion thereof, due to NannyPod.  Family covenants and agrees that for a period of twelve (12) months after Family ceases to utilize the NannyPod System, for any reason, Family shall not, either directly or indirectly, on behalf of Family or any competitor of NannyPod, (i) call upon, solicit, hire, divert or take away, or attempt to solicit, divert or take away, any of the NannyPod’s Sitters; or (ii) solicit for employment any of the NannyPod’s Sitters.  

  3. Family hereby authorizes Sitter to utilize Family’s transportation in connection with Sitter’s services to Family.

  4. Family represents it is entering into this Agreement without relying upon any representation or warranty from NannyPod.  NannyPod hereby disclaims, to the maximum extent enforceable by law, any and all warranties of merchantability, quality, fitness for a particular purpose, non-infringement, non-interference, data accuracy, system integration, and all warranties that may otherwise be implied.  No warranties are made on the basis of trade usage, course of trade, or course of performance.

  5. Family who requires a part time nanny, defined as 20 hours per week or a full time nanny, defined as 40 hours per week, at the Platinum, Gold, Silver or Bronze level, represents it is entering into either a six (6) month, twelve (12) month or twenty four (24) month commitment with NannyPod.

  6. Family who requires a part time nanny, defined as 20 hours per week or a full time nanny, defined as 40 hours per week, at the Platinum, Gold, Silver or Bronze level, represents it will give 31 days notice in writing to info@nannypod.com  if cancelling the nanny in advance of the six (6) month, twelve (12) month or twenty four (24) month commitment with NannyPod.

  7. Family who cancels a six (6) month, twelve (12) month or twenty four (24) month commitment with a part time nanny at the Platinum, Gold, Silver or Bronze level, authorizes the immediate purchase of a one hundred hour (100 hour) Pay In Advance package at the appropriate Platinum, Gold, Silver or Bronze level, with no refund.

  8. Family who cancels a six (6) month, twelve (12) month or twenty four (24) month commitment with a full time nanny at the Platinum, Gold, Silver or Bronze level, authorizes the immediate purchase of two one hundred hour (100 hour) Pay In Advance packages are the appropriate Platinum, Gold, Silver or Bronze level, with no refund.

  9. Family who engages a part time nanny or full time nanny at the Platinum, Silver, Gold or Silver level is required to maintain at least 20 hours per week of appointments for part time nannies, and 40 hours per week of appointments for full time nannies. The engagement of a part time or full time nanny, and the according nanny level is determined by the original family profile questionnaire when the family registers.

(j) Family who requires a part time nanny, defined as 20 hours per week or a full time nanny, defined as 40 hours per week, at the Platinum, Gold, Silver or Bronze level, represents it will maintain a balance of at least 160 Hours on their account at all times, at the according nanny level for which they have engaged services. If the account balance falls below 160 hours, family authorizes the immediate purchase of hours to make up the difference.

 

  1. SUCCESSORS AND ASSIGNS. Family shall not assign its rights and obligations under this Agreement without NannyPod’s written consent.  This Agreement shall be binding upon and inure to the benefit of any permitted successor or assign, and each party shall cause such successor or assign to expressly agree in writing to be bound by this Agreement.

  2. SECTION HEADINGS; COUNTERPARTS. The headings of paragraphs, sections and other subdivisions of this agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, construe this agreement or any part or provision thereof or otherwise be given any legal effect.  This Agreement may be executed in multiple counterparts by the parties hereto.  It is further agreed the signature page of any person or entity executing this Agreement may be attached to an identical counterpart of this Agreement so that there may be one counterpart containing the signature of all parties. For the purposes of this Agreement, a scanned, facsimile or other like electronic signature shall be deemed an original.  The parties agree any Agreement entered into by electronic signature pursuant is intended to enforceable, as provided under applicable state law.  Without limiting the foregoing, the parties agree they will not contest the validity or enforceability of an electronic signature to the Agreement and copies of any such electronic signature will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.  

  3. ENTIRE AGREEMENT. This Agreement contains the full and complete integrated understanding and agreement between the parties with respect to the subject matter, and supersedes all other agreements between the parties whether written or oral relating thereto. This Agreement may not be modified or amended except by written instrument executed by both of the parties hereto. Each party agrees it has not relied upon any representation of the other party, except for any representation made by such party under the express terms of this Agreement, in entering into and undertaking the obligations imposed by this Agreement.

  4. LITIGATION EXPENSES.  All costs and expenses, including, without limitation, reasonable attorneys’ fees, of the prevailing party in any litigation by a party to enforce such party’s rights under this Agreement shall be paid by the non-prevailing party.

  5. NEGATION OF PARTNERSHIP.  None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise.  No party shall have the right to act as an agent for another party, unless expressly authorized to do so herein or by separate written instrument signed by the party to be charged.

  6. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

 

EXHIBIT “A”

Scope of Services

Recruitment & Hiring

  • Nanny Pod, LLC recruits and hires nannies, night nurses and babysitters (each, a “Sitter” and collectively, “Sitters”) as contractors of Nanny Pod, LLC.

 

Screening

  • Nanny Pod, LLC requires references for its Sitters.

  • Nanny Pod, LLC contracts with a third-party to conduct the below pre-employment screening.  Background searches in certain states, countries, or foreign jurisdictions may not be available.

  • SSN Trace/Address History —Validate the Social Security Number and identify where the applicant has lived.

  • Criminal History Search

  • Sex Offender Registry Search

  • Motor Vehicle Report

  • Education Verification

  • Verification of Previous Employment

  • Drug Testing

NannyPod System

  • Nanny Pod, LLC provides the web-based system through which a Family can purchase hours and schedule care (“NannyPod System”).

  • The NannyPod System provides a platform for families to review Sitter profiles and connect.

  • After reviewing profiles and meeting prospective Sitters, the Family approves a Sitter and adds the Sitter to the Family’s Pod (group of favorite sitters) within the NannyPod System.

  • If requested by the Family, Family may arrange in-person meetings between Sitters and the Family before scheduling regular appointments. A two hour minimum appointment time is required.

Building a Pod

  • After reviewing Sitter profiles and, if requested by the Family, meeting the prospective Sitter, the Family selects Sitters to provide nanny and/or babysitting services to the Family and adds the approved Sitter to their Pod within the NannyPod System.  A “Pod” is a group of three to four Sitters selected by the Family based on the Family’s requirements and desires for babysitter and/or nanny and/or night nurse services.

  • Nanny Pod, LLC does not limit Family from scheduling outside their Pod.

Scheduling

  • To schedule a Sitter, the Family accesses the NannyPod System via a web-based platform and/or smartphone mobile application to request a specific Sitter and schedule the Sitter for a specific date, time and duration.

  • Nanny Pod, LLC does not guarantee any Sitter will be available when requested and encourages families to schedule appointments as early as possible.

Payment of Sitters

  • Nanny Pod, LLC pays each Sitter directly per hour worked.

  • Nanny Pod, LLC does not reimburse the Sitter for expenses incurred by the Sitter while he or she is caring for children. The Family shall reimburse the Sitter for any such expenses which include, without limitation, entertainment, gas, and food.

Sitters

  • Sitters are to provide care to and supervise children as family deems appropriate and necessary.  Such care includes preparing meals and feeding children (including preparing bottles), bathing the children, dressing the children (including changing diapers), performing housework related to child care (e.g. washing children’s clothes, cleaning up after children’s meals, tidying play areas) and transporting children to and from activities.

  • Nanny Pod, LLC does not train Sitters to adhere to any certain child rearing/child development doctrine.

  • NannyPod encourages families to inform and outline to each Sitter of the Family’s household policies and procedures and the care of their children.

Nannies

  • Nannies are to provide care to and supervise children as family deems appropriate and necessary.  Such care includes preparing meals and feeding children (including preparing bottles), bathing the children, dressing the children (including changing diapers), performing housework related to child care (e.g. washing children’s clothes, cleaning up after children’s meals, tidying play areas) and transporting children to and from activities.

  • Nanny Pod, LLC does not train Nannies to adhere to any certain child rearing/child development doctrine.

  • NannyPod encourages families to inform and outline to each nanny of the Family’s household policies and procedures and the care of their children.

  • Nannies are defined as either part-time or full time. Part time nannies are guaranteed a minimum of 20 hours per week on a 6, 12 or 24 month contract per the original client profile questionnaire. Full time nannies are guaranteed a minimum of 40 hours per week on a 6, 12 or 24 month contract per the original client profile questionnaire. Nanny level is determined and elected by family per the original client profile questionnaire.


 

EXHIBIT “B”

Fee Schedule

(Fee Schedule is subject to change)

Access Fee. Each Family shall pay an access fee to Nanny Pod, LLC (“Access Fee” or “Membership Fee”).  The Access Fee is one hundred and eighty dollars ($180.00) per annum paid in full, or twenty dollars ($20) per month, paid on a monthly basis or a $10 Hotel / Resort Guest 14 Day Membership paid once. A 31 Day cancellation notice is required in advance in writing to info@nannypod.com on the Annual or Monthly Membership Fee.

Pricing Packages

Pricing is categorized on whether Family uses NannyPod for a Babysitter, Nanny (Platinum, Gold, Silver & Bronze Levels), or Night Nurse.

Payments are charged in the following ways, and the below matrices or listed on our website:

Babysitters - Pay In Advance, Pay Monthly or Pay As You Go

Nannies - Pay In Advance or Pay As You Go (Platinum, Gold, Silver & Bronze Levels)

Night Nurses - Pay In Advance or Pay As You Go

 

*Prior to utilizing the NannyPod System, a Family seeking a regular part time nanny, defined as 20 hours per week, or a full time nanny, defined as 40 hours per week, at the Platinum, Gold Silver or Bronze Nanny level, shall be required to purchase the appropriate Platinum, Gold, Silver or Bronze Nanny Pay In Advance package with a minimum number of hours equal to one hundred (100) hours, paid in advance. Part time and full time Nannies are either a six (6) month, twelve (12) month or twenty four (24) month commitment.

**Clients who do not have the appropriate Pay In Advance or Pay Monthly hourly packages for the correct amount of children, or nanny level, will be charged accordingly on the Pay As You Go rate schedule on our website.

 

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