NannyPod Mobile App User Agreement
This NannyPod Mobile App Agreement ("Agreement") is a legal agreement between you ("you," "your") and NannyPod USA, Inc. ("NannyPod," "we," "our" or "us") governing your use of the NannyPod Mobile App service ("NannyPod App"). Please read this Agreement carefully. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING the NannyPod APP AND DELETE THE APPLICATION.
Contractor Accounts - Section 1
1. NannyPod App Registration and Account Activation.
The NannyPod App allows you to create one (1) universal contractor profile that enables you to receive aggregated searches, then submit offers and receive pay for childcare appointments offered by families with a membership in the NannyPod Network ("NannyPod Families"). You are solely responsible for managing your NannyPod App account. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person.
The NannyPod App also enables you to view your confirmed upcoming appointments including the distance from where the NannyPod Family is located, complete the appointment by entering the start and and end time, view any appointments that need offers submitted where you can accept it or modify it, view any appointment requests that have expired, view the history of completed appointments, and view the history of cancelled appointments.
To accept payment from NannyPod and NannyPod Families, you must complete the registration and open an account within the NannyPod App ("NannyPod App Account"). You do this by providing your first and last name and email address, completing your email verification, and associating one valid bank account with that NannyPod App Account. You must provide accurate and up to date information. We reserve the right to suspend or terminate the NannyPod App Account of any user who provides inaccurate, untrue, or incomplete information, or who attempts to use the account to engage in illegal or unethical activities.
2. Accepted Cards.
The NannyPod App allows you to receive payments by those card-based methods accepted by NannyPod. These may include card-based payments initiated with cards bearing the trademarks of Visa Inc., MasterCard International Inc., Discover Inc., and American Express Inc. (Collectively, the "Networks"). We are not a bank, and do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business ("MSB") services as defined by the United States Department of Treasury. You can associate with your NannyPod App Account any US-issued and most non-US issued bank accounts. Families may not associate HSA cards (Health Savings Account) with their NannyPod App Account, even if they have a Visa, MasterCard, American Express, or Discover logo on them. Families may associate Dependent Care FSA cards (Flexible Spending Accounts) with their NannyPod App Account, if they have a Visa, MasterCard, American Express, or Discover logo on them. Dependent Care FSA use and reimbursement is subject to all United States Internal Revenue laws and NannyPod assumes zero liability in the incorrect use of Dependent Care FSA accounts. Applying for Child Care Tax Credits is also subject to all United States Internal Revenue laws and NannyPod assumes zero liability in guaranteeing that they will be received. Families must read the IRS publication here and abide by the law regarding Dependent Care FSAs and Child Care Tax Credits: https://www.irs.gov/publications/p503
3. Your Authorization.
By associating a bank account with your NannyPod App Account and submitting offers in the NannyPod App and agreeing to receive pay for those services within the NannyPod App, you are authorizing a deposit to your bank account as necessary to complete the transaction. In the event you are entitled to a reversal, or other adjustment associated with a payment you received through the NannyPod App, you also authorize your bank account and NannyPod to accomplish that transaction.
Payments you authorize through the NannyPod App may also be subject to terms and conditions set forth by the Networks and/or the entities that issue your bank account. You are responsible for complying with those terms and conditions, and you are responsible for charges and related fees imposed by those terms and conditions.
The NannyPod App software is part of the NannyPod Network. Among other things, the software enables you to access and use the NannyPod App. When you install the software, you will be asked to create your user profile and to establish a NannyPod App Account. You must complete this and other processes in order to associate your user profile with other NannyPod accounts you have previously created, and to make payments through the NannyPod App. You must install any and all software updates to continue to use the NannyPod App.
5. Compatible Mobile Devices and Third Party Carriers.
Your NannyPod App Account permits you to receive payment card transactions on a compatible mobile device. Devices modified contrary to the manufacturer's software or hardware guidelines, including but not limited to disabling hardware or software controls-sometimes referred to as "jailbreaking"-are not compatible mobile devices. You acknowledge that the use of a modified device to use the NannyPod App is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your NannyPod Account. NannyPod does not warrant that the NannyPod App will be compatible with your mobile device or third party carrier.
Your use of the NannyPod App may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
6. Your NannyPod App Account.
The NannyPod App and your NannyPod App Account may only be used in a country or territory where current NannyPod Providers exist and the laws of that country or territory permit its use. You may not export the NannyPod App directly or indirectly, and you acknowledge that the NannyPod App may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
By creating a NannyPod App Account, you also confirm that you will not make or receive payments in connection with the following businesses or business activities: (1) any illegal activity, (2) credit counseling or repair agencies, (3) credit protection or identity theft protection services, (4) direct marketing or subscription offers or services, (5) infomercial sales, (6) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (7) multi-level marketing businesses, (8) inbound or outbound telemarketers, (9) prepaid phone cards or phone services, (10) rebate based businesses, (11) upsell merchants, (12) bill payment services, (13) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (14) financial institutions offering manual or automated cash disbursements, (15) financial institutions offering merchandise and services, (16) sales of money orders or foreign currency by non-financial institutions, (17) wire transfer money orders, (18) high-risk merchants, including telemarketing merchants, (19) service station merchants, (20) automated fuel dispensers, (21) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (22) internet/mail order/telephone order firearm or weapon sales, (23) internet/mail order/telephone order cigarette or tobacco sales, (24) drug paraphernalia, (26) hate products, (27) escort services, and (28) bankruptcy attorneys.
NannyPod may choose to offer loyalty programs to reward Sitters. These loyalty programs may be linked to your NannyPod App Account. Any such loyalty programs and any rewards associated with them are offered by the NannyPod alone (and not by NannyPod Providers). Should you have questions about any NannyPod loyalty program, please ask the NannyPod for more information about the program, including any applicable terms and conditions. Rewards associated with NannyPod loyalty programs have no cash value, and NannyPod may choose to discontinue its loyalty program(s) at any time.
7. Restricted Use.
You may use the NannyPod App only to the extent that you obey all laws, rules, and regulations applicable to your use of the NannyPod App.
8. Unauthorized or Illegal Use.
We may decide not to process a transaction if we believe that the transaction is in violation of any NannyPod agreement, or exposes you, other NannyPod users, our partners, NannyPod Providers or NannyPod to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your NannyPod App Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your NannyPod App Account, and any of your transactions with law enforcement.
9. NannyPod App Purchase Information.
By using the NannyPod App, you give NannyPod permission to share your email address, cell phone, address, first and last name, personal data and payment histories with NannyPod and any third parties with whom NannyPod has an official agreement. You also give us permission to import into your NannyPod App Account and to share with Merchants information about payments you have received using your bank account for your services.
10. Your Privacy.
11. Customer Service.
You understand and agree that NannyPod is not responsible for the goods and services for which you are paid using the NannyPod App, including the nature, content and quality of the appointment, and reservation, cancellation, return and refund policies, adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with personnel, policies, or processes. The entity issuing your bank account, and not NannyPod, is responsible for customer service related to your bank account.
12. Disclosures and Notices.
Upon acceptance of this Agreement, you agree that NannyPod can provide disclosures and notices required by law and other information about your NannyPod App Account to you electronically by posting it on our website, or by emailing it to the email address listed in your NannyPod App Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.
13. User Content and Reviews.
In connection with registration for a NannyPod App Account, families may provide reviews and commentary regarding your services. This content may include photos or other materials or information uploaded to the NannyPod App ("User Content"). You agree that you will not download User Content from the NannyPod App unless you have created that content yourself, or you have permission from the copyright owner to do so.
For any User Content that you upload to the NannyPod App, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the NannyPod App and NannyPod's business. You retain all rights in your User Content, subject to the rights granted to NannyPod in this Agreement. You may modify or remove your User Content via your NannyPod App Account or by terminating your NannyPod App Account.
You agree not to upload to the NannyPod App or otherwise post, transmit, distribute, or disseminate through the NannyPod App any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with NannyPod's or its partners' products and services, as determined by NannyPod in its sole discretion; or (f) in NannyPod's sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the NannyPod App, or which may expose NannyPod, its affiliates, or users to harm or liability of any nature.
Although NannyPod has no obligation to screen, edit, or monitor any User Content, NannyPod reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the NannyPod App, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If your NannyPod Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the NannyPod App, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that NannyPod shall not be liable to you or any third party for termination of access to the NannyPod App, or for deletion of your information or account data.
16. Your Right to Terminate.
You may terminate this Agreement at any time with 31 days notice and by emailing us at email@example.com and by closing your NannyPod App Account and ceasing to use the NannyPod App.
17. Suspension or Termination by Us.
We may terminate this Agreement and close your NannyPod App Account for any reason or no reason at any time upon notice to you. We may also suspend the NannyPod App and access to your NannyPod App Account if you (a) have violated the terms of this Agreement, any other agreement you have with NannyPod, or NannyPod's policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
18. Effect of Termination.
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the NannyPod App, or in connection with any termination or suspension of the NannyPod App. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you as provided in this Agreement.
19. Your License.
NannyPod grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the NannyPod App solely to find and reserve services and make purchases from NannyPod Providers in accordance with this Agreement. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by NannyPod. You will be entitled to download updates to the NannyPod App, subject to any additional terms made known to you at that time, when NannyPod makes these updates available.
20. Important restrictions.
While we want you to enjoy the NannyPod App, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any NannyPod system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with NannyPod referencing this Section 20(i) that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from NannyPod; (iii) permit any third party to use and benefit from the NannyPod App via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the NannyPod App or any NannyPod service or product, work around, bypass, or circumvent any of the technical limitations of the NannyPod App, use any tool to enable features or functionalities that are otherwise disabled in the NannyPod App, or decompile, disassemble or otherwise reverse engineer the NannyPod App, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the NannyPod App, prevent access to or use of the NannyPod App by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the NannyPod App except as expressly allowed under this section.
The NannyPod App is licensed and not sold. NannyPod reserves all rights not expressly granted to you in this Agreement. The NannyPod App is protected by copyright, trade secret and other intellectual property laws. NannyPod owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the NannyPod App and all copies of the NannyPod App. This Agreement does not grant you any rights to NannyPod's trademarks or service marks.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the NannyPod App, including without limitation about how to improve the NannyPod App or our other products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place NannyPod under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, NannyPod does not waive any rights to use similar or related ideas previously known to NannyPod, or developed by its employees, or obtained from sources other than you.
22. Unsolicited Ideas
We do not accept or consider, directly or through any NannyPod employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form ("unsolicited materials"). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
• NannyPod has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and NannyPod will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
NannyPod will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
You will indemnify, defend, and hold harmless NannyPod and its respective employees, officers, agents directors, agents, affiliates and representatives including NannyPod families, other Sitters and contractors, Providers and Merchants) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any claim made by any third party arising in connection with a violation of this NannyPod App User Agreement, for which you are responsible.
NannyPod reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, but doing so will not excuse your indemnity obligations.
24. Representation and Warranties.
You represent and warrant to us that: (a) you are at least eighteen (16) years of age; (b) you are eligible to register and use the NannyPod App and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (e) you will not use the NannyPod App, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the NannyPod App; and (f) your use of the NannyPod App will be in compliance with this Agreement.
25. No Warranties.
THE NannyPod APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE NannyPod APP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NannyPod APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NannyPod OR THROUGH THE NannyPod APP WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NannyPod, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE NannyPod APP WILL MEET YOUR REQUIREMENTS; THAT THE NannyPod APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE NannyPod APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NannyPod APP IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
NannyPod DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE NannyPod APP OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NannyPod WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
26. Limitation of Liability and Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NannyPod, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE NannyPod APP. UNDER NO CIRCUMSTANCES WILL NannyPod BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE NannyPod APP, YOUR NannyPod APP ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NannyPod, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE NannyPod APP; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE NannyPod APP; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE NannyPod APP BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE NannyPod APP; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL NannyPod, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF NannyPod HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The NannyPod App is controlled and operated from facilities in the United States, the United Kingdom and Australia. NannyPod makes no representations that the NannyPod App is appropriate or available for use in other locations. Those who access or use the NannyPod App from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the NannyPod App if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the NannyPod App are solely directed to individuals, companies, or other entities located in the United States.
27. Binding Individual Arbitration.
If a dispute of any kind arises with a NannyPod Provider, you agree to resolve that dispute with that provider. For any dispute that you have with NannyPod, we will make every reasonable effort to resolve any disagreements that you have with us. If those efforts fail, by using the NannyPod App, you agree that any claim, dispute, or controversy you may have against NannyPod arising out of, relating to, or connected in any way with this Agreement or the NannyPod App shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"). You agree further that: (a) the arbitration shall be held in Charleston SC, or at such other location as may be mutually agreed upon by you and NannyPod; (b) the arbitrator shall apply South Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or NannyPod's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, NannyPod will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor NannyPod shall be entitled to arbitrate their dispute.
28. Choice of Law.
Any dispute arising out of or related to the NannyPod App User Agreement by you shall be governed by the laws of the state of South Carolina, without regard to its choice of law and without regard to conflicts of law principles except that except that the Arbitration provision shall be governed by the Federal Arbitration Act.
29. Limitation on Time to Initiate a Dispute.
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one (1) year after the cause of action accrues.
30. Right to Amend.
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the NannyPod App with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at www.NannyPod.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the NannyPod App after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NannyPod without restriction.
32. Third Party Services and Links to Other Websites.
33. Other Provisions.
Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and NannyPod, and they describe the entire liability of NannyPod and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the NannyPod App. In the event of a conflict between this Agreement and any other NannyPod agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that NannyPod may have under trade secret, copyright, patent, or other laws. NannyPod's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 8, 9, 10, 11, 13, 14, 19, and 21-34.
35. Compensation Schedule. Compensation Schedule is subject to change.
Compensation: Each Sitter shall be paid compensation listed in the NannyPod App when completing each appointment, and which is subject to change at any time. It is calculated based on the number of children and whether Family uses the NannyPod App for a Babysitter (Platinum, Gold, Silver & Bronze Levels), or Night Nurse or Family Consult.
36. Appointment Cancellation Policy: Appointments may be cancelled via the NannyPod App and must be received by NannyPod and the family at least twelve (12) hours prior to the Family’s scheduled appointment. In the event an appointment is cancelled by Sitter within twelve (12) hours of the scheduled appointment, your approval to be listed on the app will be subject to review.
37. Scheduling: Upon enrolling in NannyPod Family may schedule a Sitter via the NannyPod App mobile application. If an appointment request is unavailable or not confirmed, Family should request the appointment with another Sitter. NannyPod does not guarantee a Sitter will be available.
38. Additional Conditions:
Sitter agrees not to employ any associates, friends, or relatives that would be in direct competition with NannyPod. Sitter shall refrain from making any private agreement with any family referred by NannyPod or from taking any action which is inconsistent with this Agreement or which has the effect of avoiding any of Sitter’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. Sitter covenants and agrees that for a period of twelve (12) months after Sitter ceases to utilize the NannyPod System, for any reason, Sitter 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 Family’s; or (ii) solicit for employment any of the NannyPod’s Sitters.
Each Family authorizes Sitter to utilize Family’s transportation in connection with Sitter’s services to Family.
Sitter 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.
39. Work Environment: Sitter shall provide children with a safe and secure environment, free from any safety or health hazards. If NannyPod or a family or Subscriber determine in their sole discretion a child’s welfare is jeopardized, exploited, or the service offered by the Sitter is insufficient or inaccurate, or if Sitter fails to adhere to the terms of this Agreement, NannyPod may terminate this Agreement upon written notice to Sitter and NannyPod shall retain all amounts paid by Family to NannyPod under the terms of this Agreement.
40. Services: NannyPod is purely a software service, helping families and sitters connect via its local subscribers.
Finding Subscribers & Sitters & Families NannyPod USA Inc. finds nanny agencies, child day care centers and stay at home moms and other individuals (each, a “Subscriber” and collectively “Subscribers”) who then locally find nannies, night nurses and babysitters (each, a “Sitter” and collectively, “Sitters”) as independent contractors of NannyPod USA Inc.
Screening NannyPod USA Inc. requires references for its Subscribers and Sitters. NannyPod USA Inc. contracts with Subscribers and a third-party to conduct the below screening before listing Sitters on the app. 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
Verification of Previous Employment
NannyPod App NannyPod USA Inc. provides the web-based system through which a Family can schedule care and Sitters can offer services (“NannyPod App” or “NannyPod System”).
The NannyPod System provides a platform for families to review Sitter profiles and connect.
After reviewing offers, 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. NannyPod USA Inc. 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. NannyPod USA Inc. does not guarantee any Sitter will be available when requested and encourages families to schedule appointments as early as possible.
Payment of Sitters NannyPod USA Inc. pays each Sitter directly per hour worked. NannyPod USA Inc. 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 approved by each Family 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. NannyPod USA Inc. 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.