Little ones

User Agreement

Effective date: 11.12.2017

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and LittleOnes Pty Ltd. (“LittleOnes”, “we,” or “us”) and, to the extent expressly stated, our affiliates LittleOnes Escrow Pty Ltd. (“LittleOnes Escrow”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.littlones.com.au, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Caregiver Services), applications and products that are accessible through the Site and all LittleOnes mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.

1. DIGITAL SIGNATURE

By registering for an LittleOnes account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the Australian Electronic Transactions Act. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS

In connection with the Terms of Service, you may be entitled to receive certain records from LittleOnes or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via Australia Post and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via Australia Post and other third-party mail services, you agree to notify us immediately of any change in your address.

2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS

To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilising other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.

3. LITTLEONES ACCOUNTS

3.1 ACCOUNT ELIGIBILITY

To use the Site and certain Site Services, you must register for an Account. Child care centre operators, nanny or babysitting agencies and recruitment companies are not permitted to register as a Client or Carergiver on the site. For Caregivers, LittleOnes offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. For Clients, LittleOnes offers the Site and Site Services for your personal, household, or consumer use. You are not required to have an independent business. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Caregiver Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. LittleOnes reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in LittleOnes’ sole discretion.

3.2 ACCOUNT REGISTRATION; PROFILE

By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Caregiver, unless you use the Site solely as an employee and Agency Member of a registered Agency Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Caregiver Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3 IDENTITY VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on LittleOnes, if it is a separate legal entity. You authorise LittleOnes, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

3.4 AGENCY ACCOUNTS

You may create an account through which other authorised Caregivers (each, an “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Caregiver creates an Agency Account on behalf of a business (the “Agency”), which may be the Caregiver as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Caregiver that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.

3.5 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).

3.6 MARKETPLACE FEEDBACK

You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that LittleOnes post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that LittleOnes will make feedback results available to other marketplace Users, including composite or compiled feedback. LittleOnes provides this feedback system as a means through which Users can share their opinions publicly and LittleOnes does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Caregiver Profile and not to any individual person. You agree not to use the JSS to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

4. PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients and Caregivers can identify each other and advertise, buy, and sell Caregiver Services online. Subject to the Terms of Service, LittleOnes provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Caregiver Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Caregiver). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.

4.1 ESCROW ACCOUNTS

LittleOnes Escrow provides escrow services to Users to deliver, hold, or receive payment for an Engagement, and to pay service, membership and payment processing and administration fees to LittleOnes (“Escrow Services”). For Caregivers, the Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes. For Clients, the Escrow Services are intended for business use, as well as consumer, personal, family, or household use.

Depending on your needs and the applicable Escrow Instructions, LittleOnes Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:
(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, LittleOnes Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to LittleOnes for payment processing and administration fees.
(b) Caregiver Escrow Account. After entering into a Service Contract, the first time a Caregiver uses the Site to receive payment for an Engagement, LittleOnes Escrow will establish and maintain a “Caregiver Escrow Account” for the Caregiver to receive payments for Engagements, withdraw payments, make monthly membership payments and service fees to LittleOnes, and issue refunds to Clients.
(c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, LittleOnes Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Engagement that is the subject of that Service Contract.

You hereby authorise and instruct LittleOnes Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms of Service and the applicable Escrow Instructions.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CAREGIVER

5.1 SERVICE CONTRACTS

You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Fixed-Price Escrow Instructions; (b) the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions; (c) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand LittleOnes’ obligations or restrict LittleOnes’ rights under the Terms of Service; (d) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand LittleOnes’ obligations or restrict LittleOnes’ rights under the Terms of Service; and (e) any other contractual provisions accepted by both the Client and the Caregiver, to the extent that the provisions do not, and do not purport to, expand LittleOnes’ obligations or restrict LittleOnes’ rights under the Terms of Service. You acknowledge and agree that LittleOnes is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between LittleOnes and any Caregiver.

5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS

Fixed-Price Engagements. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and LittleOnes Escrow will follow, the Fixed-Price Escrow Instructions.

Hourly Engagements, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and LittleOnes Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

6. PAYMENT TERMS

6.1 SERVICE FEE

The fees to use the Site and Site Services are paid solely by the Client. When a Client pays a Caregiver, or when funds related to an Engagement are otherwise released to a Caregiver as required by the applicable Escrow Instructions, LittleOnes Escrow will credit the Caregiver Escrow Account for the full amount paid or released, and then subtract and disburse to LittleOnes a service fee in the amount specified in the LittleOnes Fee Agreement (the “Service Fee”). Caregiver agrees to pay LittleOnes the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services. Service Fees include GST.

6.2 MEMBERSHIP FEES

Caregivers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Caregiver Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.

6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS

LittleOnes does not introduce Clients to Caregivers and does not help Caregivers secure Engagements. LittleOnes merely makes the Site Services available to enable Caregivers to do so themselves. Therefore, LittleOnes does not charge a fee when a Caregiver finds a suitable Client or finds an Engagement. However, a Client and a Caregiver are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, LittleOnes does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSS.

6.4 DISBURSEMENTS TO CAREGIVERS

Under the relevant Escrow Instructions, LittleOnes Escrow disburses funds that are payable to a Caregiver for the Engagement (less any applicable LittleOnes fees) to Caregivers within 90 days after the Caregiver Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Caregiver Fees are due and payable from Client). Caregiver agrees that it will not receive interest or other earnings on the funds held by LittleOnes Escrow prior to disbursement to Caregiver.

For Hourly Contracts, funds become payable to Caregivers following the expiration of the dispute period and the security period. For Fixed-Price Contracts, the Caregiver Fees become payable to Caregivers following the expiration of the security period. The security period begins after Client accepts and approves work submitted by Caregiver by clicking the Make a Payment button. LittleOnes, LittleOnes Escrow may, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Time Logs at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern.

Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, LittleOnes Escrow may hold the disbursement of the Caregiver Fees. Additionally, LittleOnes Escrow may also hold the disbursement of the Caregiver Fees if: (a) we require additional information, such as Caregiver’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Caregiver Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, LittleOnes reserves the right to revoke any payments and instruct LittleOnes Escrow to (and LittleOnes Escrow will have the right to) hold and reclaim from LittleOnes Escrow all Caregiver Fees due to Caregiver (not just the Caregiver Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Caregiver. You agree that we have the right to obtain such reimbursement by instructing LittleOnes Escrow to (and LittleOnes Escrow will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account and revocation of your access to the Site.

6.5 NON-PAYMENT

If Client fails to pay the Caregiver Fees or any other amounts due under the Terms of Service, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, LittleOnes may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Caregiver Services. Without limiting other available remedies, Client must pay LittleOnes upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus legal fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, LittleOnes or LittleOnes Escrow, at our discretion, may set off amounts due against other amounts received from or held by LittleOnes or LittleOnes Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and co-operate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.6 NO RETURN OF FUNDS

Client acknowledges and agrees that LittleOnes Escrow will charge Client’s designated Payment Method for the Caregiver Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Caregiver Services, and (b) for Hourly Contracts, upon Client’s creation of a contract where the amount will be enough to cover the estimated hours to be worked for the week, as well as any additional charges to cover the estimated hours for the week should the original charged amount not be sufficient. Therefore, and in consideration of the Site Services provided by LittleOnes and the Escrow Services provided by LittleOnes Escrow, Client agrees that once LittleOnes Escrow charges the Client’s designated Payment Method for the Caregiver Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Caregiver Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that LittleOnes or LittleOnes Escrow may dispute or appeal the chargeback and institute collection action against Client.

6.7 FORMAL INVOICES AND TAXES

LittleOnes will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Caregiver Fees. Caregiver will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Caregiver Fees and for issuing any invoices so required. Caregiver will also be solely responsible for determining whether: (a) Caregiver or LittleOnes is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Caregiver Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or LittleOnes, as appropriate; and (b) LittleOnes is required by applicable law to withhold any amount of the Caregiver Fees and for notifying LittleOnes of any such requirement and indemnifying LittleOnes (either by LittleOnes, at our sole discretion, offsetting the relevant amount against a future payment of Caregiver Fees to Caregiver or Caregiver reimbursing LittleOnes for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of LittleOnes, Caregiver agrees to promptly co-operate with LittleOnes and provide copies of Caregiver’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Caregiver is engaging in an independent business as represented to LittleOnes.

6.8 PAYMENT METHODS

Clients are charged a fee for payment processing and administration as described in the LittleOnes Fee Agreement.

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorises LittleOnes, and LittleOnes Escrow to run credit card Authorisations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by LittleOnes Escrow.

When Client authorises the payment of the Caregiver Fees for a Fixed-Price Contract, or the estimated Caregiver fees on an Hourly Contract, Client automatically and irrevocably authorises and instructs LittleOnes Escrow to charge Client’s Payment Method for the Caregiver Fees or estimated Caregiver Fees.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorised to provide such information; (b) Client is legally authorised to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorises a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

6.9 AUSTRALIAN ACCOUNTS ONLY

The Site and the Site Services operate in AUD Dollars. LittleOnes Escrow or an Affiliate will charge Client’s Payment Method in AUD Dollars and if the Client's Payment Method provider is not based in AUD Dollars, Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment. Client’s Authorisation of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. LittleOnes, LittleOnes Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than AUD Dollars. LittleOnes, LittleOnes Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
We only release funds to Australian bank accounts.

7. NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation LittleOnes receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). LittleOnes only receives this Service Fee when a Client and a Caregiver pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “LittleOnes Relationship”). You may opt-out of this obligation with respect to each Client-Caregiver relationship only if Client or prospective Client or Caregiver pays LittleOnes for each such relationship:

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:
(i) $2,500; or
(ii) 15% of the cost to the Client of the services to be performed in the LittleOnes Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
(iii) all Service Fees that would be earned by LittleOnes from the LittleOnes Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Caregiver from Client during the most recent normalised 8-week period, or during such shorter period as data is available to LittleOnes; and
(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Caregiver until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to $email_optout.

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.

Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.

You agree to notify LittleOnes immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to LittleOnes by sending an email message to: $email_policy_reports.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

8. SERVICE CONTRACT TERMS

Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Service Contract that a Caregiver enters directly with a Client when the Caregiver agrees to provide Caregiver Services to the Client are as set forth in this Section 8. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of LittleOnes or violate the Terms of Service. LittleOnes is not a party to any Service Contract by or between Users.

8.1 SERVICES

Caregiver will perform the Caregiver Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Caregiver Services will be determined and controlled solely by Caregiver, which is engaged by Client as an independent contractor.

8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

To ensure accurate billing, work billed for Hourly Contracts under a Caregiver’s Account must be performed by the Caregiver that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.

If a User subcontracts with or employs third parties to perform Caregiver Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognised entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Service Contracts entered into by Agency Members on behalf of the Agency.

Caregiver, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of LittleOnes or Client. Agency, Delegee, and Caregiver represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither LittleOnes nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from LittleOnes or Client.

With respect to Delegees, LittleOnes merely provides the platform for Agency or Caregiver to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Caregiver understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Caregiver, and/or Client and not by LittleOnes. Agency, Delegee, and Caregiver acknowledge and agree that Delegees are not employees or independent contractors of LittleOnes, and further acknowledge and agree that they will not be providing any services to LittleOnes (directly or indirectly) while employed or engaged by the Agency or another User.

Agency, Delegee, and Caregiver acknowledge and agree that LittleOnes does not, in any way, supervise, direct, or control Delegees; LittleOnes does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; LittleOnes will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and LittleOnes does not provide the premises at which the Delegees will perform the work.

8.3 CLIENT PAYMENTS AND BILLING

For Hourly Contracts, Client becomes obligated for Caregiver Fees immediately upon sending an Hourly Contract offer or when the logged hours for the week exceed the amount held in Escrow. For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract offer or upon activating any additional milestone.

8.4 DISPUTE RESOLUTION

With respect to disputes arising between Clients and Caregivers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.

8.5 TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or Caregiver has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Caregiver Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Caregiver Fees for any Caregiver Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Caregiver, the Service Contract does not terminate until the Caregiver Services are completed. However, either Client or Caregiver has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Caregiver from the escrow account for the Engagement.

Clients and Caregivers are responsible for any modifications to a booking that they make via LittleOnes or direct LittleOnes customer service to make ("Booking Modifications"), and agree to pay any additional Fees and/or Taxes associated with such Booking Modifications.

Client's can cancel a confirmed booking at any time subject to the Listing’s cancellation policy, and LittleOnes Payments will provide any refund to the Client in accordance with such cancellation policy. Unless extenuating circumstances exist, any amounts due to the Caregiver under the applicable cancellation policy will be remitted to the Caregiver by LittleOnes Escrow pursuant to the Payments Terms.

If a Caregiver cancels a confirmed booking, the Client will receive a full refund of the Total Fees for such booking and LittleOnes may publish an automated review on the Caregivers profile indicating that a booking was cancelled. In addition, LittleOnes may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Caregiver has a valid reason for cancelling the booking pursuant to LittleOne's Extenuating Circumstances Policy or has legitimate concerns about the Client's behavior.

In certain circumstances, LittleOnes may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for reasons set forth in LittleOne's Extenuating Circumstances Policy or (i) where LittleOnes believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to LittleOnes, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

Members may use the Resolution Center to send or request money for refunds, additional Services, or Damage Claims related to bookings. You agree to pay all amounts sent through the Resolution Center in connection with your LittleOnes Account, and LittleOnes Payments will handle all such payments pursuant to the Payments Terms.

8.6 DAMAGE TO PROPERTY, DISPUTES BETWEEN MEMBERS

As a Caregiver, you are responsible for leaving the Premises (including any personal or other property located at the Premises) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Premises, excluding the Client, and the children the Client has at the Premises.

If a Client claims and provides evidence that you as a Caregiver have damaged the Premises or any personal or other property at the Premises ("Damage Claim"), the Client can seek payment from you through the Resolution Center. If a Client escalates a Damage Claim to LittleOnes, you will be given an opportunity to respond. If you agree to pay the Client, or LittleOnes determines in its sole discretion that you are responsible for the Damage Claim, LittleOnes Escrow will collect any such sums from you and/or against any amounts held in Escrow (if applicable) required to cover the Damage Claim pursuant to the Payments Terms. LittleOnes also reserves the right to otherwise collect payment from you and pursue any remedies available to LittleOnes in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Clients under the LittleOnes Client Guarantee.

Members agree to co-operate with and assist LittleOnes in good faith, and to provide LittleOnes with such information and take such actions as may be reasonably requested by LittleOnes, in connection with any Damage Claims or other complaints or claims made by Members relating to the Premises or any personal or other property located at the Premises (including, without limitation, payment requests made under the LittleOnes Client Guarantee). A Member shall, upon LittleOnes' reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by LittleOnes or a third party selected by LittleOnes or its insurer, with respect to losses for which a Member is requesting payment from LittleOnes (including but not limited to payments under the LittleOnes Client Guarantee).

As a Client or Caregiver, If you feel anyone is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to LittleOnes by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

LittleOnes recommends that Clients obtain appropriate insurance for their Premises. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Caregivers while working at your Premises.

8.7 WORKER CLASSIFICATION

Client is responsible and assumes all liability for determining whether Caregivers are independent contractors or employees and engaging them accordingly; LittleOnes disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Caregiver does not have authority to enter into written or oral (whether implied or express) contracts on behalf of LittleOnes. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Caregiver classified as an independent contractor is free at all times to provide Caregiver Services to persons or businesses other than Client, including any competitor of Client.

9. RECORDS OF COMPLIANCE

Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to LittleOnes upon request. Nothing in this subsection requires or will be construed as requiring LittleOnes to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.

10. RELATIONSHIP WITH LITTLEONES

LittleOnes is not a party to the dealings between Client and Caregiver, including posts, proposals, screening, selection, contracting, and performance of Caregiver Services. LittleOnes does not introduce Caregivers to Clients or help Caregivers find Engagements. LittleOnes merely makes the Site Services available to enable Caregivers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Caregivers for themselves. LittleOnes does not, in any way, supervise, direct, or control Caregiver or Caregiver’s work. LittleOnes does not set Caregiver’s work hours, work schedules, or location of work, nor is LittleOnes involved in determining if the Caregiver Fees will be set at an hourly or fixed rate for a Service Contract. LittleOnes will not provide Caregiver with training or any equipment, labour, or materials needed for a particular Service Contract. LittleOnes does not provide the premises at which the Caregiver will perform the work. LittleOnes makes no representations about, and does not guarantee the quality, safety, or legality of, the Caregiver Services; the truth or accuracy of Caregiver’s listings on the Site; the qualifications, background, or identities of Users; the ability of Caregivers to deliver the Caregiver Services; the ability of Clients to pay for the Caregiver Services; or that a Client or Caregiver can or will actually complete a transaction.

LittleOnes does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Caregiver, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Caregiver’s performance, and Client’s acceptance, of Caregiver Services.

LittleOnes is not required to and may not verify any feedback or information given to us by Caregivers or Clients, nor does LittleOnes perform background checks on Caregivers or Clients.

You hereby acknowledge and agree that LittleOnes may provide information on the Site about a Caregiver or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Caregivers or Clients voluntarily submit to LittleOnes and does not constitute and will not be construed as an introduction, endorsement, or recommendation by LittleOnes; LittleOnes provides such information solely for the convenience of Users.

11. THIRD-PARTY BENEFICIARY

Users appoint LittleOnes as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, LittleOnes hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and LittleOnes is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that LittleOnes has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.

The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and LittleOnes, except and solely to the extent expressly stated in this Agreement.

12. COMMUNICATIONS FROM YOU TO LITTLEONES

All notices to LittleOnes or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: $address; or (c) in writing via email to $email_legal. All such notices are deemed effective upon receipt by LittleOnes. LittleOnes does not accept service of any legal process by email or mail; all such service should occur by hand delivery on LittleOnes or its registered agent for service of process.

13. LITTLEONES' ROLE

13.1 SERVICE CONTRACTS

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Caregivers; (b) LittleOnes is not a party to any Service Contracts between Clients and Caregivers; (c) you are not an employee of LittleOnes, and LittleOnes does not, in any way, supervise, direct, or control the Caregiver or Caregiver Services; (d) LittleOnes will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) LittleOnes has no control over Caregivers or the Caregiver Services offered or rendered by Caregivers; and (f) LittleOnes makes no representations as to the reliability, capability, or qualifications of any Caregiver or the quality, security, or legality of any Caregiver Services, and LittleOnes disclaims any and all liability relating thereto.

14. LICENSES AND THIRD-PARTY CONTENT

14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS

Subject to and conditioned on compliance with the Terms of Service, LittleOnes grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Caregiver Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without LittleOnes’ prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without LittleOnes’ prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by LittleOnes. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. LittleOnes and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The LittleOnes logos and names are trademarks of LittleOnes and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of LittleOnes’ or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

14.2 USER CONTENT LICENSE

When you post User Content on the Site or through the Site Services or provide LittleOnes with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that LittleOnes may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on LittleOnes. To the extent permitted by applicable law, you also grant to LittleOnes and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and LittleOnes’ (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, LittleOnes will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy.

The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant LittleOnes and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place LittleOnes under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, LittleOnes does not waive any rights to use similar or related ideas known or developed by LittleOnes or obtained from sources other than you.

14.3 UNAUTHORISED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of LittleOnes and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorised by the Site; (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services; or (j) collect names and/or email addresses or send unsolicited emails without our express consent.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of LittleOnes or any third party

14.4 THIRD-PARTY VERIFICATION

The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of LittleOnes. LittleOnes neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than LittleOnes’ authorised employees acting in their official capacities.

14.5 LINKS AND APPLICATIONS

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that LittleOnes is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

14.6 MOBILE AND OTHER DEVICES

When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

14.7 SITE UPDATES

We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. LittleOnes reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree LittleOnes will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.

15. CONFIDENTIAL INFORMATION

15.1 CONFIDENTIALITY

To the extent a Client or Caregiver provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Caregiver Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Caregiver); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Caregiver Services. A disclosure of information will be immune from prosecution or civil action if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to a lawyer; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

15.2 RETURN

If and when Confidential Information is no longer needed for the performance of the Caregiver Services for a Services Contract or at Client’s or Caregiver’s written request (which may be made at any time at Client’s or Caregiver’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

15.3 PUBLICATION

Without limiting Section 15.1 (Confidentiality), Client, Caregiver, and LittleOnes will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Caregiver Services for a Services Contract.

16. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LITTLEONES MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LITTLEONES DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST LITTLEONES WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

17. LIMITATION OF LIABILITY

LittleOnes is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your account;
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL LITTLEONES, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF LITTLEONES, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY LITTLEONES WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CAREGIVER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

18. RELEASE

In addition to the recognition that LittleOnes is not a party to any contract between Users, you hereby release LittleOnes, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Caregiver Services provided to Client by a Caregiver and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).

This release will not apply to a claim that LittleOnes failed to meet our obligations under the Terms of Service.

19. INDEMNIFICATION

You will indemnify, defend, and hold harmless LittleOnes, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Caregiver as an independent contractor; the classification of LittleOnes as an employer or joint employer of Caregiver; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

20. AGREEMENT TERM AND TERMINATION

The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and LittleOnes expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to $email_legal. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) LittleOnes will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to LittleOnes for any Site Services and to any Caregivers for any Caregiver Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or LittleOnes from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting LittleOnes’ other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or LittleOnes or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without LittleOnes’ prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

Without limiting LittleOnes’ other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed LittleOnes or our Affiliates under the Terms of Service, you must pay LittleOnes, and you authorise LittleOnes or its Affiliate to charge you, for all fees owed to LittleOnes and our Affiliates and reimburse LittleOnes for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of LittleOnes’ employees) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, LittleOnes will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which LittleOnes will have no liability whatsoever.

20.1 ENFORCEMENT OF AGREEMENT

LittleOnes has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting LittleOnes’ other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or LittleOnes.

20.2 CONSEQUENCES OF AGREEMENT TERMINATION

Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Caregiver Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorises LittleOnes to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, LittleOnes will pay Caregiver, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgement, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF LITTLEONES DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, LITTLEONES HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

20.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

21. CANCELLATIONS, REFUNDS, AND DISPUTES

21.1 DISPUTE PROCESS AND SCOPE

For disputes arising between Clients and Caregivers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract.

If a dispute arises between you and LittleOnes or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, LittleOnes, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with LittleOnes (including any claimed employment with LittleOnes or one of its Affiliates or successors), the termination of your relationship with LittleOnes, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from LittleOnes or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Age Discrimination Act 2004, Australian Human Rights Commission Act 1986, Disability Discrimination Act 1992, Racial Discrimination Act 1975, Sex Discrimination Act 1984, Equal Opportunity Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with LittleOnes or the termination of that relationship.

You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver. ”

21.2 CHOICE OF LAW

This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Victoria.

21.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you agree to first notify LittleOnes of the Claim at Attn: Legal, $address or by email to $email_legal, and LittleOnes agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from LittleOnes must include pertinent account information, a brief description of the Claim, and LittleOnes’ contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and LittleOnes will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, LittleOnes, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from the Australian Centre for International Commercial Arbitration (ACICA). ACICA may be contacted at https://acica.org.au.

A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the Australian Commercial Arbitration Act. This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with LittleOnes ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason ACICA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Victoria, Australia in accordance with the ACICA Arbitration Rules 2016 and Procedures under the Optional Expedited Arbitration Rules 2016 then in effect for ACICA. Notwithstanding the foregoing, any Claims by Caregivers that allege employment or worker classification claims will be conducted within 25 kilometres of where the Caregiver is located in accordance with the ACICA Employment Arbitration Rules and Procedures then in effect. The ACICA arbitration rules may be found at https://acica.org.au or by searching online for “ACICA Arbitration Rules”. The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and LittleOnes will follow the applicable ACICA rules with respect to arbitration fees. In any arbitration under the ACICA Employment Arbitration Rules and Procedures, the Caregiver will pay ACICA arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgement may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or LittleOnes may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.

Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Opportunity Act. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and LittleOnes agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

C. CLASS ACTION AND JURY TRIAL WAIVER

This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and LittleOnes agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private lawyer general action, or as a member in any such class, collective, representative or private lawyer general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private lawyer general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the ACICA Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and LittleOnes agree that you will not be retaliated against, disciplined or threatened with discipline as a result of filing or participating in a class, collective or representative action in any forum. However, LittleOnes may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.

You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying LittleOnes in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to LittleOnes at Attn: Legal, $address that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to $email_legal.

22. GENERAL

22.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and LittleOnes relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though LittleOnes drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or LittleOnes because of the authorship of any provision of the Terms of Service.

22.2 SIDE AGREEMENTS

Notwithstanding subsection 22.1 (Entire Agreement), Clients and Caregivers may enter into any supplemental or other written agreements that they deem appropriate (e. g. , confidentiality agreements, invention assignment agreements, assignment of rights, etc. ). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand LittleOnes’ obligations or restrict LittleOnes’ rights under the Terms of Service.

22.3 COMPLIANCE

User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

22.4 MODIFICATIONS

No modification or amendment to the Terms of Service will be binding upon LittleOnes unless in a written instrument signed by a duly authorised representative of LittleOnes. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by LittleOnes to the Site from time to time.

22.5 NO WAIVER

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorised representative of such party.

22.6 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without LittleOnes’ prior written consent in the form of a written instrument signed by a duly authorised representative of LittleOnes (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). LittleOnes may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.

22.7 SEVERABILITY

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

22.8 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.

22.9 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Australia. LittleOnes makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, Australian, state, and local laws and regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required Authorisations from the appropriate government authorities. You also warrant that you are not prohibited from receiving Australian origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by Australia; (b) subject to UNSC Sanctions or Autonomous Sanctions Regulations that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by Australia. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in Australia.

23. DEFINITIONS


"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with LittleOnes.

"Client" means any authorised User utilising the Site to seek and/or obtain Caregiver Services from another User. From time to time, LittleOnes may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to LittleOnes when LittleOnes acts in this way.

"Client Deliverables" means requests, intellectual property, and any other information or materials that a Caregiver receives from a Client to perform Caregiver Services.

"Confidential Information" means Client Deliverables, Caregiver Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Caregiver Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Caregiver or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

"Engagement" means an engagement for Caregiver Services that a Caregiver provides to a Client under a Service Contract on the Site.

"Escrow Account" means Client Escrow Account, Caregiver Escrow Account, or Fixed-Price Escrow Account.

"Escrow Instructions" means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions. “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Caregiver, prior to the commencement of a Service Contract, for the completion of all Caregiver Services contracted by Client for such Service Contract.

"Caregiver" means any authorised User utilising the Site to advertise and provide Services to Clients.

"Caregiver Deliverables" means requests, intellectual property, and any other information or materials that a Client receives from a Caregiver for a particular Service Contract.

"Caregiver Fees" means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Caregiver in the Time Logs, multiplied by the hourly rate set by the Caregiver; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Caregiver; and (c) any bonuses or other payments made by a Client.

"Caregiver Services" means all services performed for or delivered to Clients by Caregivers.

"Hourly Contract" means a Service Contract for which Client is charged based on the hourly rate set by the Caregiver.

"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 therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

"Payment Method" means a valid credit card issued by a bank acceptable to LittleOnes, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as LittleOnes may accept from time to

"Service Contract" means, as applicable, (a) the contractual provisions between a Client and a Caregiver governing the Caregiver Services to be performed by a Caregiver for Client for an Engagement, the contractual provisions between Caregiver and the Staffing Provider for the provision of services to Client, if any; and, in each case, the additional agreements referenced in Section 5.1 (Service Contracts).

"Substantial Change" means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

"Time Logs" means the report of hours recorded for a stated period by a Caregiver for the Caregiver Services performed for a Client.

"LittleOnes Team Software" means the LittleOnes Smartphone App downloaded team software that enables time tracking and invoicing, and messaging.

"User Content" means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to LittleOnes.

"Work Product" means any tangible or intangible results or deliverables that Caregiver agrees to create for, or actually delivers to, Client as a result of performing the Caregiver Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

24. CONTACTING US

If you have questions or need assistance, please contact Customer Support.