EFFECTIVE DATE: October 1, 2020
Extracurricular Solutions, Inc. d/b/a Kiddo (“we,” “our,” “us,” or “Company”) provides its services through its website located at Kiddo.us (the “Site”) along with related features, content, mobile applications (“Apps”), and products (collectively the “Platform,” “Services,” or “Kiddo”).
These Business Terms of Service (the “Business Terms” or the “Agreement”) constitute a legally binding agreement between the Company and any business, organization, or other entity that posts or uploads data or information to Kiddo, or accesses or uses our Platform (“you,” “your,” “Provider”, “Partner”).
By registering as a Provider, posting or uploading data or information to Kiddo, or accessing or using any of our Services in connection with individual classes, semester-long classes, camps, and other children’s activities offered to Kiddo users (each an “Activity” and collectively the “Activities”), you’re agreeing to these Business Terms and our associated Privacy Policy.
We offer Providers a Marketplace service, whereby Providers have the ability to post a wide selection of ongoing Activities, such as semesters and camps, which Kiddo users can view, register, and purchase. (the “Marketplace”).
Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you with the Services that you sign-up for and reasonable customer and technical support services.
In order to gain access and upload or post Activities or other services to Kiddo, you must register with us in advance as a Provider. We only allow registered Providers to post information to Kiddo. You agree that all information that you post on our Platform will be accurate, true, and current, to the best of your ability.
We collect the email addresses of all customers in order to process the transaction, provide additional information about Activities, and to send an invoice. Whenever a Kiddo user registers for any Activity, we will promptly notify the respective Provider with the relevant customer data (such as the name, email, and phone number of the parent as well as the name and age of the child) for Provider’s internal use.
Additionally, we may use emails collected to communicate other ongoing activities in the Kiddo community. Each user has the ability to opt out of this communication.
We pay Providers the then-applicable fees described for all Services in accordance with the terms as laid out and described in all Provider Partner Agreements with Kiddo which is incorporated hereunder (“Partner Agreement”). All payment obligations under these Terms are non-cancelable and all fees paid are non-refundable.
Providers will be paid all fees generated through Marketplace Bookings, minus the respective agreed upon referral fee (“Referral Fee”), via direct deposit.
We reserve the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to the Provider (which may be sent by email).
If you believe that a payment has been processed incorrectly, the Provider must contact us no later than sixty (60) days after the payment in which the error or problem appeared, in order to receive an adjustment or credit.
Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction. Provider shall be responsible for all taxes associated with Services other than U.S. taxes based on Kiddo’s net income.
Payment processing services for providers on Kiddo are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a provider on Kiddo, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Kiddo enabling payment processing services through Stripe, you agree to provide Kiddo accurate and complete information about you and your business, and you authorize Kiddo to share it and transaction information related to your use of the payment processing services provided by Stripe.
We allow each Provider to set their own cancellation policy for Activities posted on Kiddo. All cancellation policies must be clearly listed within each respective Activity posting. Although we recommend adopting a flexible cancellation policy, such as allowing users to cancel an Activity up until an hour before the Activity starts, Providers may set a cancellation policy at the Provider’s discretion. If a Kiddo user cancels an Activity in accordance with the Provider’s posted cancellation policy, we will not pay any fees for the Activity. If a Kiddo user does not cancel an Activity in accordance with a Provider’s cancellation policy, we will remit any fees due and owing for the Kiddo User’s attendance at the Activity as provided for in the Provider’s Partner Agreement.
Each party (the “Receiver”) understands that the other party (the “Discloser”) has disclosed or may disclose business, technical, or financial information relating to the Discloser’s business (hereinafter referred to as “Proprietary Information” of the Discloser). Proprietary Information of Company will include non-public information regarding features, functionality, and performance of the Platform. Proprietary Information of Provider includes non-public data provided by Provider to us to enable the use of Kiddo (“Partner Data”).
The Receiver agrees:
The Discloser agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiver can document:
You agree not to exclusively use any similarly situated company that provides an online platform for filling unused class spots for children (“Direct Competition”) as its liquidator of class spots, for the length of time and in a manner designated in your Partner Agreement.
We shall own and retain all right, title and interest in and to:
By posting information about your business, organization, and Activities (your “Content”) to Kiddo, you grant us a universal, non-exclusive, transferable, worldwide, royalty-free, irrevocable, sub-licensable through multiple levels of sublicenses, perpetual license to use, publicly display (in any media or format), edit, digitize, modify, reproduce, distribute, store, and prepare derivative works of your Content to for our Platform and to promote Kiddo in general, in any formats and through any channels, including across any service that we may own or any other third-party website or advertising medium.
You understand that you are solely responsible for your Content. By uploading or posting your Content to Kiddo, you represent and warrant that: (i) you have all necessary rights to your Content; (ii) we will not need to obtain licenses from any third party or pay royalties to any third party; (iii) you’re not infringing or violating any third party’s rights by posting it, including intellectual property rights, rights of publicity, and privacy rights; and (iv) your Content complies with these Terms and all applicable laws. We reserve the right to remove any Content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive, or in violation of any other part of this Agreement. We also reserve the right to remove any content that is false, misleading, fraudulent, or deceptive.
When using Kiddo, you, the Provider, shall own all right, title and interest in and to the Partner Data. However, notwithstanding the foregoing, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning Partner Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform, and for other development, diagnostic and corrective purposes in connection with the Platform and our other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. When we do this, we’ll aggregate your data along with other business’ data so that results are non-personally identifiable.
Each party grants the other party a limited, non-exclusive, and non-transferable license to use its name, logos, graphics, trade names, service names, trademarks, slogans and other marks (“Marks”) solely for the purpose of promoting and advertising the Services contemplated herein. Each party shall retain all right, title, goodwill and interest in and to its Marks and shall cease use of the other party’s Marks within five (5) days after written request from the other part.
No rights or licenses are granted except as expressly set forth herein.
By using Kiddo, you agree not to, directly or indirectly:
You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment, Provider account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Provider account or the Equipment with or without Provider’s knowledge or consent.
Kiddo contains links to third party websites, advertisers, services, special offers, or other events or Activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Kiddo, you do so at your own risk and you agree that Kiddo will have no liability arising from your use of or access to any third-party website, service, or content. If you use or access third-party services through Kiddo, you are solely responsible for complying with the terms and policies of these third parties.
In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment). All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of termination, both parties agree to honor any existing bookings and each party’s license to the other party’s Mark shall terminate.
We shall use reasonable efforts consistent with prevailing industry standards to maintain Kiddo in a manner that minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond our reasonable control. We will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Provider (the “Indemnifying Party”) shall defend (at our request), indemnify, and hold harmless Company, its officers, directors, employees, stockholders, and the successors and assigns of the foregoing (the “Indemnified Party”), from and against any and all losses, damages (including special, incidental, indirect, punitive, consequential or other damages), expenses, costs, claims, suits, proceedings, investigations, or other liabilities (including reasonable attorney’s fees and costs and amounts awarded by a court of competent jurisdiction or agreed to in settlement) arising out of: (i) the actions or inactions of the Indemnifying Party, including without limitation negligence, actual or alleged breach, and willful misconduct of the Indemnifying Party or its employees, customers, or agents; (ii) an allegation that the Partner is infringing on a patent or copyright, or misappropriates a trade secret, or otherwise infringes, violates or misappropriates a third party’s intellectual property rights; (iii) actions directly or indirectly resulting from the Services facilitated by Company, including any injuries to parents, guardians, or children; (iv) the actions directly or indirectly resulting from the access and use of the Services, including any financial loss; or (v) any dispute between a Provider and a Third Party Service or any other party regarding ownership of or access to data. Partner shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on Company without Company’s prior written consent.
To the fullest extent permitted by law, you release, indemnify, and hold harmless us and our parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, counsel, contract employees, representatives, agents, and each of their respective successors and assigns or other personnel authorized to act, acting, or purporting to act on their behalf (the “Kiddo Parties”) from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities including, without limitation, reasonable legal, and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties) arising out of or in any way related to: (i) Activities that you post to the Platform, including any bodily injury, physical harm, illness, death, or property damage cause to a Kiddo user or their child; (ii) any actions directly or indirectly resulting from the access and use of the Services, including any financial loss; (iii) your violation of any terms of this Agreement; (iv) any infringement or misappropriation of a third party’s intellectual property rights; (v) any negligence, actual or alleged breach, and willful misconduct by you or your employees, customers, or agents; or (vi) your violation of any law, rule or regulation, or the rights of any third party.
You understand that we are not responsible for any users who register, attend, or participate in Activities that are posted on our Platform. You further understand that there are certain inherent risks and dangers in providing Activities and that Activities you may offer include a range of physical activity and intensity level that may not be fit for every user or child that may be able to or will register through Kiddo. By signing up for Kiddo as a Provider, you acknowledge and agree, on behalf of yourself, your representatives, agents, successors, and assigns that you are aware of the risk of liability, which includes, but is not limited to, liability for property damage, illness, bodily injury, or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume any liability from the risk of injury or harm that may occur as a result of Activities that you list on Kiddo.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER THE COMPANY NOR THE Kiddo PARTIES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING ANY PROPERTY DAMAGE OR INJURY OF A CHILD, MINOR, OR ADULT THAT REGISTERS FOR AN ACTIVITY OR DISCOVERS A PRODIVER THROUGH Kiddo; (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR ANY LOST PROFITS, LOSS OF DATA OR OPPORTUNITIES ARISING FROM THE USE OF OUR OR SERVICES, OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY PROVIDER TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable or sub-licensable by Partner except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Partner Agreement and then the Business Terms
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Company in any respect whatsoever.
There are no third-party beneficiaries to this Agreement. Any amendment must be in writing and expressly state that it is amending this Agreement.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be governed by the laws of the State of Maryland without regard to its conflict of laws provisions.
The parties agree that any claims arising out of or relating to this Agreement will be brought exclusively in a federal court located in Maryland. The parties expressly consent to the exclusive jurisdiction of, and waive any and all objections to venue or jurisdiction.
Nothing in this Agreement will limit either party's ability to seek equitable relief.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure on our part to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
All headings and titles in these Terms are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of these Terms or of any particular paragraph of section thereof.
Feel free to send us an email: [email protected]
EFFECTIVE DATE: October 1, 2020
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