Terms of Service (U.S.)

Last updated: June 9, 2021

These Terms of Service (these “Terms”) contain the terms and conditions under which individuals may use the website or mobile application and access the services offered by CareGuide Inc. (“CareGuide”, “we”, “us” and “our”). These Terms comprise a legal agreement between CareGuide and you, the person accessing and using the website or mobile application (“you” or “User”) with respect to your use of the Services (defined below). We own, operate and maintain the Nanny Lane website at www.nannylane.com (“Website”), the Nanny Lane mobile application (“App” and referred to collectively with the Website, as “Nanny Lane”) and Services. By downloading, accessing and/or using Nanny Lane, you are deemed to have read and be bound by these Terms which shall govern your access and use of Nanny Lane, including any content, functionality, and Services offered on or through Nanny Lane, whether as a guest or a registered user.

IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY (DEFINED BELOW), YOU MAY NOT ACCESS OR USE THE WEBSITE OR APP, SHOULD NOT CLICK TO ACCEPT THESE TERMS AND SHOULD NOT PROCEED ANY FURTHER.

1. Description of Services

The Matching Service and the Payroll Services described below are referred to collectively as the “Services”.

Matching Service

We offer online services to match individuals and families with various service providers, including, but not limited to, child care, nannies, babysitting, elder care, house sitting, housekeeping, and pet sitting (collectively referred to as “Matching Service”). The Matching Service allows individuals and/or entities providing care services (“Service Providers”) to post information profiles on the Website to facilitate matching with those users of the Nanny Lane (“Users”) who are seeking services (“Service Seekers”).

The Matching Service facilitates the matching of Service Seekers and Service Providers by providing search functions to allow Service Seekers to find the appropriate Service Provider based on their preferences and needs. The Matching Service also involves providing a platform to facilitate the initial and ongoing communication between Service Seekers and Service Providers (“Messaging Platform”). Through the Messaging Platform, Users can engage with one another without disclosure of their e-mail or phone number. We reserve the right to re-post a User’s Service advertisement on external third-party websites for the purposes of ensuring exposure of the User’s request and/or provision of Matching Services. Any such re-posting on an external third-party websites will not include Personal Information (as defined below) of the Users.

We are not a party to the relationship between the Service Seeker and Service Provider. We shall not, in any way, be liable to a Service Seeker or Service Provider or any other third party, arising, either directly or indirectly from such employment or independent contractor agreement between the parties. The extent of the relationship between the Service Seeker and any Service Provider will be defined by those parties, without any input, control, insight, or direction from Us.

We do not verify, review, evaluate, interview, screen or perform any background checks on any Users or Service Seekers or the content posted by the Users or Service Seekers on Nanny Lane. By accessing the Matching Service, You are deemed to have knowingly and voluntarily assumed all risks, known or unknown, associated with dealing with other persons whom you come in contact with through the Matching Service.

Please refer to the Website regularly for further information about the Matching Services provided.

Payroll Services

We offer household employers complete payroll and tax services. More specifically, we offer complete payroll management services and customer support for your household’s payroll and taxes, including payroll calculation (calculation of net and gross pay), payroll statement production, payment processing and payments through direct deposit, set up and calculation for tax accounts (employee’s tax withholdings and your accrued employer taxes) and any required adjustments (collectively referred to as “Payroll Services”).

2. Application Use

We grant you the right to use the App for your personal use.

You must comply with all applicable laws and third party terms of agreement when using the App (e.g. your wireless data service agreement). Your use of the App is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the App.

You acknowledge and agree that the App may not contain the same functionality available on the Website. We cannot guarantee the continuous, uninterrupted or error-free operation of the App or that the App will perform at a certain speed, as this depends on a number of factors beyond our control. You agree that downloading, accessing and use of the App is made available to you on an “as is” and “as available” basis for use at your sole risk.

3. Eligibility Criteria

To be eligible to use the Services, we do not independently verify, and you represent and warrant as follows:

1. that you are eighteen (18) years of age or older on the date of creation of your User Account;
2. if you are registering as Service Provider, that you are legally permitted to work in the jurisdiction where you are seeking employment;
3. if you are a Service Provider, you hereby affirm and understand that you will be selected (if at all), screened, interviewed, selected (or not), hired, and terminated (potentially), by the Service Seeker and that We do not have any involvement with any aspects of this relationship between the Service Provider and Service Seeker; and
4. if you are a Service Provider, you have never been the subject of a complaint, restraining order or any other legal action or criminal offence involving violence, abuse, neglect, fraud, or any other offence that involves endangering the safety of others, and that you are not registered or currently required to register as a sex offender with any government agency in any jurisdiction.

4. User Accounts and Passwords

To access and use certain features of the Website, you will need to create a profile through the Website (“User Account”). As part of the process to create, register and maintain your User Account you must provide us with certain current, complete, and accurate registration information, including your name, e-mail address, age, address, postal code/ZIP code, and phone number, and other data or information that we request during the client account registration or renewal process (“Registration Data”). If you are enrolling in Payroll Services, additional information, including your bank account number and Social Insurance Number will be collected. The specific terms applicable to the Payroll Services are provided below in Section 19 of these Terms.

In these Terms, “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, mailing addresses, gender, date of birth, any data about you that you elect to provide electronically through Nanny Lane and any other information that identifies who you are. We will use the Registration Data and Personal Information solely in accordance with these Terms and our Privacy Policy for Nanny Lane found at www.nannylane.com/privacy-policy (the “Privacy Policy”). In addition, if you are accessing the Services through the App, you may be asked permission to access to your location through your mobile device. Access to and use of your location information is consistent with the terms of our Privacy Policy.

You agree that you will:

1. maintain and update such Registration Data and Financial Information (defined below) as necessary in order to keep such information current, complete, and accurate;
2. maintain the confidentiality of any passwords or other account identifiers which you choose or that are assigned to you as a result of any registration or account creation with Nanny Lane; and
3. be responsible for all activities that occur under such password or account.

Further, you agree to immediately notify us of any unauthorized use of your password or account in the event that the confidentiality of your password or your account is compromised.

Failure to comply with this paragraph may result in immediate termination of your account.

5. User Account Fees, Term and Renewal

We charge fees for the Services. The first fee payment is made when a User signs up for the Services. The Service Seeker agrees that the fee shall be automatically renewed based on the term chosen by the Service Seeker (e.g., monthly, quarterly, annually), unless the Services are thereby terminated by either party.

You agree that any fees associated with the use of the Services are considered final payments and are non-refundable. Additional terms regarding fees for the Payroll Services are set out below in Section 19 of these Terms.

6. Personal Information

You agree that your use of the Website and the Services is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, these Terms or by using Nanny Lane, you expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to the Privacy Policy.

You represent and warrant that you are at least 18 years of age and that you have the full, unrestricted right and authority and have been fully authorized to provide to us any and all Registration Data (including any Personal Information) for the purposes of these Terms and that we are authorized and permitted to use such data as and to the extent provided in these Terms and the Privacy Policy.

7. Content and Use of Services

You agree that the content of information and materials posted on Nanny Lane by you is accurate, current and complete. In addition, you represent and warrant as follows:

1. You will use the Services solely for yourself and are responsible for all activity and use of your account and may not assign or transfer your account to any other person.
2. You have the right and authority to post all information you post about yourself or others.
3. You will not provide inaccurate, misleading, defamatory or false information to us or to any other User of Nanny Lane.
4. You will not post any content (including, but not limited to, written material, text, photos, or graphical content) on the Website, or transmit to other users, that is defamatory, inaccurate, inappropriate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, defamatory, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act.
5. Your use of the Website, App and Services are in accordance with any and all applicable laws and regulations.

8. Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from Nanny Lane infringe your copyright, you may request removal of those materials (or access to them) from Nanny Lane by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on Nanny Lane, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

By mail:
WaterPark Place
20 Bay Street, 11th Floor
Toronto, ON
M5J 2N8

Attn:
Nanny Lane Compliance Officer

By e-mail:
help@nannylane.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If you believe that material you posted on Nanny Lane was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which Nanny Lane may be found) and that you will accept service from the person (or an agent of that person) who provided Nanny Lane with the complaint at issue.

Our designated agent to receive Counter Notices is:

By mail:
WaterPark Place
20 Bay Street, 11th Floor
Toronto, ON
M5J 2N8

Attn:
Nanny Lane Compliance Officer

By e-mail:
help@nannylane.com

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on Nanny Lane was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

9. Use License

We hereby grant you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to:

1. access Nanny Lane for the purpose of receiving the Services in accordance with these Terms of Service; and
2. access, view and print any information and documentation made available on Nanny Lane, for your personal, non-commercial and informational use only to assist you in the access and use of Nanny Lane and the Services.

These Terms do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of CareGuide or any third party.

We may terminate this license at any time for any reason whatsoever.

10. Intellectual Property

Nanny Lane and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by CareGuide, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use Nanny Lane for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Nanny Lane, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of Nanny Lane for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of Nanny Lane or any services or materials available through Nanny Lane.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of Nanny Lane in breach of these Terms, your right to use Nanny Lane will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to Nanny Lane or any content on Nanny Lane is transferred to you, and all rights not expressly granted are reserved by CareGuide. Any use of Nanny Lane not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

11. Trademarks

All brand elements, company name, website names, logos, registered and unregistered trademarks displayed on Nanny Lane or used in connection with the Services are the trademarks of CareGuide (or its suppliers, partner businesses or third party licensors).

Any use or misuse of any trademarks or brand elements of CareGuide or any other content appearing on Nanny Lane or in connection with the Services except as provided in these Terms or with the express written consent of CareGuide is strictly prohibited.

Nothing contained on Nanny Lane shall be construed as an express or implied grant of any license or right to use any trade-mark or brand element without our prior written consent.

12. Use Restrictions

In addition to complying with these Terms, you agree not to use Nanny Lane or Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate CareGuide, an employee thereof, another User, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Nanny Lane, or which, as determined by us, may harm CareGuide or Users, or expose them to liability.
• Use Nanny Lane in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of Nanny Lane.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Nanny Lane, the server on which it is stored, or any server, computer, or database connected to Nanny Lane.
• Otherwise attempt to interfere with the proper working of Nanny Lane.

We encourage all Users and Service Seekers to report any misconduct, misuse or unlawful activities of other Users or Service Seekers, including, but not limited to activities on Nanny Lane and in connection with the Services provided. Please contact us at help@nannylane.com.

13. Termination of Registration

We reserve the right, in our sole discretion, to terminate your account or access to part or all of the Website, App and/or Services in the event that we determine you are not eligible to use the Services or have violated any of the provisions of these Terms, or have misused the Website, App or Services in any way. For Service Providers who have been retained by Service Seekers, any termination of the relationship between those parties will be done by those parties. We have no input in the establishment or termination of the relationship between any Service Provider and Service Seeker.

14. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or Nanny Lane will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF NANNY LANE OR ITEMS OBTAINED THROUGH NANNY LANE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF NANNY LANE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH NANNY LANE IS AT YOUR OWN RISK. NANNY LANE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH NANNY LANE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CAREGUIDE NOR ANY PERSON ASSOCIATED WITH CAREGUIDE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF NANNY LANE. WITHOUT LIMITING THE FOREGOING, NEITHER CAREGUIDE NOR ANYONE ASSOCIATED WITH CAREGUIDE REPRESENTS OR WARRANTS THAT NANNY LANE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH NANNY LANE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT NANNY LANE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT NANNY LANE OR ANY SERVICES OR ITEMS OBTAINED THROUGH NANNY LANE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, CAREGUIDE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, CAREGUIDE, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “NANNY LANE PARTIES”) SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) NANNY LANE, THE SERVICES, OR ANY CAREGUIDE CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) IN EXCESS OF THE MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PERIOD PRIOR TO THE CLAIM.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE NANNY LANE PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF NANNY LANE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM NANNY LANE OR THE USE OF, OR RELIANCE ON, ANY CAREGUIDE CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH NANNY LANE, OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE NANNY LANE PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We are not a party to the relationship between the Service Seeker and the Service Provider, and shall not, in any way, be liable to a Service Seeker or Service Provider or any other third party, arising, either directly or indirectly from such employment or independent contractor agreement between the parties.

16. Indemnification

You agree to indemnify, defend and hold the Nanny Lane Parties harmless from any claim, demand, or damage, including reasonable legal fees, asserted by any third party due to or arising out of your violation of these Terms or your use of or conduct respecting the Services and Nanny Lane or your content.

17. Dispute Resolution

As a condition of using the Service, the Service Provider agrees to the following terms and conditions of this Section 17:

1. “Covered Dispute” means any claim, cause of action, controversy, or other dispute between the Service Provider and Us and/or Service Provider and the Service Seeker that otherwise could be resolved by a court and that arises out of or relates to (i) the engagement of the Service Provider by the Service Seeker; (ii) Service Provider’s use of the Services; (iii) the services that the Service Provider performs for the Service Seeker; or (iv) amounts paid to the Service Provider related to services performed for a Service Seeker, excluding only Non-Covered Disputes. A “Covered Dispute” is covered by this Section 17, regardless of whether it has already accrued or will accrue in the future.
2. “Non-Covered Disputes” are limited to (i) workers’ compensation, unemployment insurance benefits, or any other claims that, as a matter of law, we or the Service Seeker cannot agree to arbitrate, and (ii) any dispute where either party to the dispute is seeking injunctive or equitable relief for claims alleging unfair competition, unauthorized use or dissemination of Confidential Information, or the violation or threatened violation of any restrictive covenant to which any party is bound.
3. “Us”, for purposes of this Section 17, refers to CareGuide and any of its affiliates, partners, employees, owners, directors.
4. Arbitration. Service Provider hereby agrees that any Covered Dispute that Service Provider has with Us or the Service Seeker will be submitted to binding arbitration to be administered by the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Rules and Mediation Procedure (or similar rules then in effect) (the “Rules”) applicable at the time the arbitration is commenced. The arbitrator will be selected as provided in the Rules. The arbitrator shall have the authority to set deadlines for completion of discovery and shall decide all discovery disputes. The Rules may be amended from time to time and are available online at www.adr.org. Anyone can also call the AAA with any questions about the arbitration process. The arbitrator shall issue a reasoned decision. The arbitrator’s decision shall be final and binding upon the Company, Worker, and any other parties to the arbitration. To the extent there is a conflict between the terms of this FAIR Program and the Rules, the terms of this FAIR Program will govern, unless application of such terms would cause the AAA to decline to provide its services, in which case the Rules will govern (but in no circumstance will an arbitrator have the authority to hear or decide any Covered Dispute on a class, collective, or other group or representative basis). Such arbitration shall take place in New York County, State of New York. Service Seeker consents to the jurisdiction of these courts for these purposes and waives any and all defenses to such jurisdiction (including, but not limited to, defenses related to personal jurisdiction or convenience of the forum). The arbitrator must apply the substantive law, including the applicable burdens of proof and persuasion that would be applied by a court hearing the Covered Dispute in the venue where the alleged violation occurred. The arbitrator may grant any relief that could be granted by a court hearing the Covered Dispute, but will not have any authority to grant any other relief or otherwise limit or expand any substantive rights that would otherwise be available. Arbitration proceedings under this Section 17 shall comply with and be governed by the provisions of the Federal Arbitration Act and not by any state law concerning arbitration.
5. Compelling Arbitration/Enforcing Award. Either Party may ask a court to stay any court proceeding, to compel arbitration under this Section 17, and to confirm, vacate, or enforce an arbitration award. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
6. Cost of Arbitration. The parties will be responsible for the arbitrator’s fees and expenses, with each party paying 50% of the arbitrator’s fees and expenses. Each Party shall pay its own costs and attorneys’ fees, if any. However, if any party to an arbitration proceeding prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, or if there is a written agreement providing for attorneys’ fees and costs, the arbitrator may award reasonable attorneys’ fees and costs in accordance with the applicable statute or written agreement. The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost that may be awarded under this paragraph.
7. No Group/Class/Collective Claims or Consolidation of Claims. Notwithstanding anything to the contrary, Service Provider, on behalf of itself and any successors or parties in interest, expressly intends and agrees that: (i) class action, collective action, and representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to this Section 17 against Us or any Service Seeker; (ii) Service Provider will not assert any claim on a class, collective, or other representative basis against Us or any Service Seeker; and (iii) Service Provider shall only submit its own individual claims in arbitration and will not seek to represent the interests of any other person or entity. Further, Service Provider expressly intends and agrees that any claims not be joined, consolidated, or heard together with claims of any other person or entity. Notwithstanding anything to the contrary in the AAA’s Rules, the arbitrator shall have no jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings or to join any other party to an arbitration between Service Provider and Us and/or any Service Seeker. The validity and effect of this Section 17 shall be determined exclusively by a court and not by an arbitrator. Service Provider understands and fully agrees that by signing this Terms of Service, they are giving up their constitutional right to have a trial by jury, and they are also giving up their normal rights of appeal following the rendering of the arbitrator’s award except as applicable law provides for judicial review of arbitration proceedings.
8. The provisions of this Section 17 shall survive the termination of the Terms of Service and the termination of the Service Provider’s employment with the Service Seeker, whichever occurs first.

18. Miscellaneous

1. Governing Law. All matters relating to Nanny Lane, the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
2. Language. It is the express will of the parties that these Terms and all related documents on Nanny Lane are in English.
3. Non-assignment. These Terms are not assignable, transferable, or to be sub-licensed by you except with our prior written consent. We may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
4. Modifications of these Terms and the Privacy Policy. We may revise and update these Terms and the Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of Nanny Lane thereafter. However, any changes to the Dispute Resolution and Governing Law sections of these Terms will not apply to any disputes for which the parties have actual notice before the date the change is posted on Nanny Lane. Your continued use of Nanny Lane following the posting of revised Terms and/or revised Privacy Policy means that you accept and agree to the changes. You are expected to check this page from time to time and each time you access Nanny Lane so you are aware of any changes, as they are binding on you.
5. Links to External Websites. The links on Nanny Lane to other websites or resources, including those operated by parties other than us are provided for your convenience. We are not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of service or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk.
6. Consent to Electronic Disclosures and Communications. By using the Services, you consent, with respect to any current and future notices and/or disclosures that CareGuide is required to make to you under applicable laws (or which CareGuide otherwise elects to make available to you), to receive such information electronically, including without limitation, certain information about our Privacy Policy. Nothing herein shall prevent CareGuide from providing required notices and disclosures in writing and paper form at its sole election.
7. Waiver and Severability. No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
8. Entire Agreement. These Terms and the Privacy Policy constitute the sole and entire agreement between you and us regarding Nanny Lane and the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding Nanny Lane and the Services.

19. Additional Payroll Terms

Nanny Lane offers Service Seekers the option to enroll in the Payroll Service: a platform within Nanny Lane that facilitates the payment from the Service Seeker to the Service Provider for the services provided. The Payroll Services include payroll calculation, payment processing, regulatory remittances to the U.S. Internal Revenue Service and any applicable state and local taxing authorities, payroll statement production, and service support.

Before using the Payroll Services, you will be required to agree to an applicable notice that you have read and agree with the terms in this Section 19 of the Terms of Service regarding the Payroll Services and processing of your Personal Information, including Financial Information (defined below) collected, stored and used. Your agreement to the notice is required in order to use the Payroll Services and indicates your consent for us to process your Personal Information and for the purposes identified.

If you elect to use and register for the Payroll Services, the following terms and conditions apply to you, in addition to the Terms of Service stated herein.

1. Financial Information

   If you elect to register for the Payroll Services, certain sensitive information, including your Social Security Number and certain financial information including bank account number(s) (collectively referred to as “Financial Information”) are required to be collected when you sign up for a User Account. If you are a Service Seeker, by registering for the Payroll Services, you hereby represent and warrant that you are legally permitted to hold employment in the United States of America and you consent to the voluntary provision of your Financial Information as required for the processing of payment for employment. If you are a Service Provider, by registering for Payroll Services, you consent to the provision of your Financial Information as required for us to provide the Payroll Services, as described in this Terms of Service.

2. Pre-authorized Debit Authorization (“PAD Authorization”)

   You expressly authorize us and our payroll service provider on our behalf or as agent for any assignee to access the bank account designated in the Financial Information (including any new bank account that you identify to us from time to time) for all withdrawals and payments to us described in these Terms of Service and to correct any overpayments and any other debit or direct deposit errors. Each regular debit for Default Payroll and the Payroll Services Fee will be withdrawn from the Service Seeker’s bank account in accordance with the Withdrawal Date indicated below. Any debit required to correct any debit error or otherwise in respect of a payment described under these Terms of Service that is owing to us but has not been collected from the Service Seeker will be withdrawn from the Service Seeker’s bank account on the next Withdrawal Date or on or about the date that we advise the Service Seeker. Any debit required to correct an overpayment or direct deposit error will be withdrawn from the Service Provider’s bank account on or about the date that we advise the Service Provider. We may also correct any overpayment by deducting the amount of such overpayment from the next scheduled payment to the Service Provider. If any debit is dishonored or not processed by your bank for any reason, you agree that we may issue another debit in substitution for the dishonored debit. You understand that you may cancel this PAD Authorization any time upon thirty (30) days’ written notice to us. If you cancel this PAD Authorization, we will be unable to provide the Payroll Services. To obtain a sample cancellation form, or for more information on your rights to cancel, you may contact your bank. You have certain recourse rights if any debit does not comply with this PAD Authorization. To obtain a form or for a reimbursement claim or for more information on your recourse rights, you may contact your bank.

3. Payroll Services

   The Payroll Services will calculate payroll deductions for each Service Provider of the Service Seeker while adhering to all current statutory deduction rates set by the relevant tax authority. We shall be responsible for withholding and remitting the Service Seeker’s statutory remittances including income tax, employment insurances, government pension plans, and other government remittances relating to payroll. Service Seeker is responsible for reviewing copies of the tax return(s) which will be filed by us, on Service Seeker’s behalf.

4. Pay Dates

   The following dates and terms will apply to this section of the Terms of Service:

   1. Default Payroll – As per their service agreement, the Service Seeker will have a default salary amount or daily hourly worked total, default processing dates, and default deductions that will be processed at the Pay Cut-off Date. The Service Provider will be paid according to the default payroll instructions, unless the Service Seeker updates us, within 12 hours of the Pay Cut-off Date.
   2. Pay Cut-off Date – is defined as the fourth business day prior to the Pay Date
   3. Withdrawal Date – the date the funds are withdrawn from the Service Seeker’s bank account. This date will be either 2 or 3 days prior to the Pay Date
   4. Pay Date – the date the funds are deposited into the Service Provider’s bank account
   5. You agree to provide a void check or relevant Financial Information to us to enable us to provide the Payroll Services.
5. For Service Seekers who use the Payroll Service, it is the Service Seeker’s responsibility to notify us of any changes that may affect processing of payroll. Failure to provide notice prior to payroll processing for any period may result in the Service Provider being paid, and the Service Seeker is responsible should this occur.

6. Vacation Pay

   Except as otherwise required by applicable laws, when you register for the Payroll Services, you agree that any eligible vacation pay will be paid to the Service Provider when he/she takes vacation time (referred to as “Accrued Vacation Pay”). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAWS, UNLESS YOU NOTIFY US OF AN ALTERNATIVE METHOD FOR VACATION PAY, VACATION PAY WILL BE PAID TO THE SERVICE PROVIDER ON AN ACCRUED VACATION PAY BASIS. Alternatively, except as otherwise required by applicable laws, if you agree with the Service Provider, in writing, that his/her eligible vacation pay will be paid at an appropriate rate on each pay check for each pay period, and no Accrued Vacation Pay will be paid, you must provide advanced notice to us to implement this method of vacation pay. The amount of vacation pay will be indicated on the pay check to the Service Provider, and pay report to you, separate from any other amounts paid to the Service Provider. You may also request that we provide a separate pay report for the vacation pay being paid.

7. Termination of Account.

   Either party may terminate, withdraw, or discontinue all or part of the Payroll Services by notifying the other party in writing with a minimum of 30 days’ notice.

8. Fees

   1. CareGuide charges the Service Seeker for Payroll Services at a rate of $60/month (“Payroll Services Fee”), plus applicable tax, per employee, pro-rated per pay period. The Payroll Services Fee is a recurring charge that will be automatically charged. Refunds are not available for Payroll Services Fee.
   2. Insufficient Funds. Service Seeker is responsible for ensuring that they have sufficient funds in the bank account provided in this section of the Terms of Service. Not Sufficient Funds charges are $150 per occurrence.
   3. Rate changes are subject to change with 60 days written notice to Service Seeker.
   4. Payroll funds supplied to us will comprise money available to pay: (i) the Service Provider; (ii) remittances we will make to the U.S. Internal Revenue Service and to applicable state and local taxing authorities on behalf of the employer; and (iii) our fees.
   5. The Service Seeker agrees that the annual payroll processing provided by us is limited to one Service Provider under the employment of the Service Seeker. There will be an additional setup charge of $150 per additional Service Provider under the employment of the Service Seeker.

9. Term/Renewal

   The first Payroll Services Fee payment is made when a Service Seeker signs up for the Payroll Services and shall cover the term as chosen by the Service Seeker (the “Initial Term”). At the end of the Initial Term, User agrees that the Initial Term will be automatically renewed for successive period(s) (each a “Renewal Term”, collectively with Initial Term referred to as “Term”), and is a recurring charge that is automatically charged to the User. Either Party may terminate the Payroll Services and associated Payroll Services Fee in accordance with the Termination provision in Section 19(G) of these Terms.

10. Confidentiality

    All information the User provides to us is confidential, and we uses appropriate safeguards to protect the privacy of such information. For the purposes of facilitating payment through the Payroll Service, the Financial Information is collected, transmitted, processed and stored in accordance with the terms in our Privacy Policy.

20. Contact Us

Any California consumers have the right to access information by submitting a Verifiable Consumer Request for disclosure of information collected and shared, or a Personal Information that the Business has collected about them at help@nannylane.com or at +1 855-874-8837 with the action being completed within 45 days from submitted date.

If you have any questions about these Terms, or need to provide notice to, or communicate with, us under these Terms, please contact us by email help@nannylane.com, by delivery in person, by courier or by mail, to CareGuide at: