Terms of Use and Service

IF YOU DO NOT AGREE THESE TERMS, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT ACCESS, USE OR PURCHASE ANY PRODUCTS, APPLICATIONS OR SERVICES. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR UTILIZING THE SERVICES. THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR RIGHTS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE OR ACCESS THE SITE, THE APPLICATION OR THE SERVICES. ACCEPTANCE OF TERMS

These Terms of Use and Service, and any applicable Additional Terms (collectively referred to herein as “Terms”) constitute a binding contract between you and Happiest Nanny, LLC (“us”, “we” or “Happiest Nanny”) governing the use of and access to the products and/or services we offer in connection with open access, registration or support resources and services (“Services”) to you and any authorized individuals engaged by you to use the Services on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Services, or authorizing or permitting any User to use or access the Services, you you hereby represent, warrant, understand, agree to and accept these Terms and certain Services that may be subject to additional terms and conditions, which you may be required to agree to as a condition of using those Services ("Additional Terms"). In those cases, the applicable Additional Terms are set forth in the printed or online Service materials relating to those Services. These Terms include the Happiest Nanny Privacy Policy, which is incorporated herein. If you object to anything in these Terms, the Privacy Policy or any applicable Additional Terms, do not use the Site or the Services.

The term "using" includes any person or entity who accesses or uses the site with crawlers, robots, browsers, data mining, or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party. If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to Happiest Nanny that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” or “User” shall refer to such Entity and its affiliates. If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Services.

You represent and warrant that all information you provide in registering for the Services or otherwise using this Site is accurate, complete, and rightfully yours to use.


SCOPE OF SERVICES

Happiest Nanny offers various Services to help its users find, coordinate, and maintain childcare. We aim to provide a platform for individuals seeking child care (each "Care Seekers") to post jobs on the Site (“Jobs”), and to search for, research, find, and communicate with individuals and/or entities who provide child care services ("Care Providers"), and for Care Providers to post profiles on the Site and browse, search, and apply to Jobs.

We work to provide tools and information to help Care Seekers and Care Providers make more informed decisions, such as algorithms used to calculate probability of a good fit, obtain background check reports from third-party consumer reporting agencies on individual Care Providers who consent to the running and sharing of those reports. This includes but is not limited to, tools to track, process and document payroll, set up necessary legal paperwork, assist with employment rules and regulations compliance, insurance policies coverages, and convinent payment processing to facilitate payments between Care Seekers and Care Providers.

We offer through SpringVerify Inc., (“Spring Verify”), a third party, a service that provides background checks for Care Providers. These services are subject to Spring Verify Terms of Use. As a condition of Happiest Nanny enabling employment services, Care Providers agree to provide Happiest Nanny and Spring Verify accurate and complete information as may be requested to process background checks and you hereby authorize Happiest Nanny to share information related to your background checks with Care Seekers in regards to your services.

We offer through Stripe, Inc., ("Stripe"), a third party, a service that facilitates the payment of Care Providers by Care Seekers via credit card or debit card. These payment processing services 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 these Terms, Care Providers that use the payment service also 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 Happiest Nanny enabling payment processing services through Stripe, you agree to provide Happiest Nanny accurate and complete information about you, and you authorize Happiest Nanny to share it and transaction information related to your use of the payment processing services provided by Stripe. Happiest Nanny assumes no liability or responsibility for any payments you may make through this service, and all such payments are non-refundable. Care Providers who elect to receive payments from Care Seekers through this service may also qualify for certain benefits under programs that may be operated by Happiest Nanny from time to time.

As part of the functionality contained in one or more of our Applications, Care Seekers and Care Providers have the ability to exchange information and conduct interviews via live video streams. This feature is powered by Twilio, Inc., a third party independent of Happiest Nanny. Care Seekers and Care Providers shall not be deemed to have any contractual relationship with Twilio, Inc. under these Terms, and shall not be deemed to constitute third party beneficiaries under any agreement between Happiest Nanny and Twilio, Inc. Happiest Nanny shall be solely responsible for providing any customer service, if any, to Care Seekers or Care Providers that elect to use the Twilio, Inc. Services.
Eligible Care Providers may also have access to health insurance, and other various benefits from third party service providers.

Our Services continue to grow and change. Please refer to our Site for further information about the Services we provide.

We may deliver our Services through our website www.happiestnanny.com (“Site”), web applications, and mobile applications (each, an “Application,” and collectively, “Applications”). The features and services available to you will be based on the content, subscription plan, membership level or other services you subscribe to from Happiest Nanny (“Plan”), as detailed in the registration details and/or Additional Terms provided to you by Happiest Nanny and/or the “Registration” page within the Application. The Services specifically exclude any third-party database or Third-Party Services (as defined herein).

We reserve the right to modify content, features and functionality of our Services from time to time in our sole discretion. We will determine in our sole discretion whether any new content or features require additional fees. We may decide to add new content or features to the Services and make them generally available at no cost to Members. We may or may not provide notice to you of changes to the Services. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Services.

Any additional product add-ons, including but not limited to additional content, features or services you later add to an existing Plan (the “Add-Ons”) during your subscription term shall be subject to these Terms. Any time-and-materials services provided to you, such as consulting services (“Professional Services”) shall also be subject to these Terms.

THIRD PARTY INTEGRATIONS AND SERVICES

Our Applications may contain links to or allow you to connect and use certain external third-party products, services, or software in conjunction with your use of our Applications and Services (“Third Party Services,” and each, a “Third Party Service”), including certain social media networks and other integration partners. To take advantage of these features, you may be required to sign up or log into such Third Party Service on their respective websites or applications. By enabling the Applications to access such Third Party Service, you are permitting Happiest Nanny to pass on your login information to the Third Party Service and granting the Third Party Service permission to access or otherwise process your data. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of such Third Party Service, and that Happiest Nanny does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third Party Service. Certain features of our Services may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by Happiest Nanny in our sole discretion, we may stop providing access to certain features and functionality of our Services. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Services. You irrevocably waive any claim against Happiest Nanny with respect to such Third Party Services.

LIMITATION OF SERVICES

Unless and until specifically consented to by you and Happiest Nanny and subject to any Additional Terms, we do not employ any Care Providers and are not responsible for the conduct, whether online or offline, of any Care Seeker, Care Provider, or other user of the Site or Services. Care Seekers are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable Ban-the-Box, Fair Chance, payroll, tax and minimum wage laws) including verifying the age of the Care Provider they select as well as that Care Provider's eligibility to work in the US.

While we will use commercially reasonable efforts to keep our Applications available and accessible, the Applications may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of Third-Party Services or any related application programming interface and integrations. Interruptions of our Applications shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.

Care Seeker and Care Provider content is primarily user generated. We do not control or vet user-generated content for accuracy, and we do not assume and expressly disclaim any responsibility for the accuracy or reliability of any information provided by Care Providers or Care Seekers on or off the Site. We do not assume and expressly disclaim any liability that may result from the use of information provided on our Site.

We recommend Care Seekers or Care Providers based on self-proclaimed representations about skill, experience, behavior, integrity, responsibility or actions of Care Seekers or Care Providers whether in public, private or offline interactions. Any screening of a Care Seeker or Care Provider and his, her or its information by Happiest Nanny is limited and should not be taken as complete, accurate, up-to-date or conclusive of the individual's or entity's suitability as an employer or care provider. If we indicate that certain information has been verified, it means that the user has complied with the process we have established for verifying such information. However, we do not guarantee, nor do we represent or warrant, that the information is accurate or that it belongs to the Registered User who supplied it. Users are solely responsible for interviewing, vetting, performing reference checks on, verifying information provided by, and selecting an appropriate Care Seeker or Care Provider for themselves or their family.

We do not control, monitor, supervise, or oversee the services delivered by Care Providers, nor do we require Care Providers to accept or work any jobs or deliver any services at all.

We do not provide any medical, diagnostic, treatment or clinical service or engage in any conduct that requires a professional license.
Please review carefully the Release of Liability Form Third-Party Content and Conduct that appears in Section 9 below for important limitations on Happiest Nanny's liability to which you are agreeing by using the Site and Services.

LIMITATION ON USE OF SERVICES

If you are a Care Seeker, you may use your account only to find care for yourself, your children, your grandchildren, individuals for whom you are otherwise the legal guardian, or children of another Care Seeker with whom you are entering a shared child care arrangement. If you are a Care Provider, you may use your account only to find care jobs for yourself. You are responsible for all activity on and use of your account, and you may not assign or otherwise transfer your account to any other person or entity.

You agree not to, nor authorize or permit any User or third party to: (a) license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Services; (b) circumvent or disable any security or other technological features or measures of the Services; (c) reverse engineer any element of the Services, or use the Services to compete with the Services, (d) modify, adapt or present the Services to falsely imply any sponsorship or association with CENE; (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services; (f) use the Services to post, upload, link to, send or store any Content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, (g) use the Services to post, upload, link to, send, distribute, or store any Content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (h) use the Services to post, upload, link to, send, distribute, or store any Content that is material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such Content available on or through the Services and to grant CENE the limited right to use Content as set forth in these Terms, (i) attempt to use any method to gain unauthorized access to any paid or restricted features of the Sites or to the Services and its related systems or networks, (j) use automated scripts to collect information from or otherwise interact with Third Party Services or the Services; (k) deep-link to the Sites (other than CENE’s home page) for any purpose, unless expressly authorized in writing by CENE; (l) impersonate any other user of the Services; or (m) use the Services in violation of applicable law or any acceptable use policy, terms of use or any similar policy or terms of Third-Party Services.

You agree not to use, and not to knowingly display, distribute, or otherwise make content or information derived from the Services available to any entity for the purpose of: (i) conducting or providing surveillance or gathering intelligence, including but not limited to, investigating or tracking individual social media users or their content, or to obtain information on social media users or their content, in a manner that would require a subpoena, court order, or other valid legal process; (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; (iv) violating the Universal Declaration of Human Rights; or (v) targeting, segmenting, or profiling individuals based on sensitive personal information, including health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.

We have the right to terminate your account or suspend your access to the Services, if we reasonably suspect that you have violated any of the restrictions in this Section.

By accessing or using the Services, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Services. Our Services are not intended to hold any Sensitive Information. You represent and warrant that you will not use our Services to transmit, upload, collect, manage, or otherwise process any Sensitive Information. WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR PRODUCTS IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. “Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.

Although we are not responsible for any content published through our Services, we reserve the right to delete, edit, or move messages or materials that we deem necessary to be removed, including, but not limited to, public postings, advertisements, and messages.

By using the Site and/or Services, you agree that Happiest Nanny may assess, and you will be obligated to pay, $10,000 per each day that you: (i) maintain Care Provider or Care Seeker information (including but not limited to, names, addresses, phone numbers, or email addresses) or copyrighted material that you scraped (either directly or indirectly in a manual or automatic manner) from the Site, or (ii) otherwise mis-use or mis-appropriate Site Content, including but not limited to, use on a "mirrored", competitive, or third party site. This obligation shall be in addition to any other rights Happiest Nanny may have under these Terms or applicable law. Further, in order to protect the integrity of the Site and the Services, Happiest Nanny reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.

RESTRICTED ACTIVITY

In further consideration of the Happiest Nanny providing Services, in the event that a Care Provider provides services to a Care Seeker and such relationship was introduced, established and/or facilitated thourhg use of the Happiest Nanny Services, the Care Provider and Care Seeker both agree that, during their use of the Happyiest Nanny Services and the Site and for one (1) year after termination of the Services or use of the Site, wtihout the prior consent of the Happiest Nanny which may be granted persuant to the Additional Terms, the Care Seeker shall not hire directly or through another entity the Care Provider to provide services outside of the Site or without the use of the Services.

ELIGIBILITY

By requesting to use, registering to use and/or using the Site or the Services, you represent and warrant that you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you meet the following eligibility criteria: (i) You intend to use the Site and Services solely for the purpose of finding or managing care or care-related jobs, or for finding or sharing information relating to care, (ii) you are eighteen (18) years of age or older, (iii) you legally reside in the United States or the territory of Puerto Rico, (iv) you are not a competitor of or using the Services for purposes that are competitive with Happiest Nanny.

If you are registering to be a Care Provider, you further represent and warrant that you are permitted to legally work within the United States or Puerto Rico, and neither you nor any member of your household have ever been: (A) the subject of a conviction, arrest, charge, complaint, restraining order or any other legal action involvingany a felony or any other criminal offense involving violence, physical, sexual, or emotional abuse or neglect, or theft, drugs, or any offense, violation, or unlawful act that involves endangering the safety of others, fraud, dishonesty, or reckless or negligent conduct; (B) registered, or currently required to register, as a sex offender with any government entity.

BACKGROUND AND VERIFICATION CHECKS

Happiest Nanny offers to individuals who have registered as Care Providers and Care Seekers one or more background check services from third-party consumer reporting agencies ("Background Checks"). Certain background checks may be made available for purchase by both Care Seekers and Care Providers, while others may only be made only be available for purchase by Care Seekers or Care Providers. All background checks require payment of a separate fee by the User who is initiating the background check request, unless otherwise stated at the time of background check initiation. All checks and verifications are subject to the consent of the Care Provider on whom the check is being performed.

Each of these Background Checks is regulated by the Fair Credit Reporting Act ("FCRA"), and the background reports resulting from these services are considered "consumer reports" under FCRA. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports.

Happiest Nanny will receive a copy of each Background Check you order or authorize through Happiest Nanny. See below for information regarding Happiest Nanny's use of these Background Checks. You are responsible for making sure that the email address you provide to Happiest Nanny is correct, knowing that sensitive information will be sent to it.

If you are a Care Provider and you authorize a third-party background check ordered by a Care Seeker, the results of that background check will be made available to the Care Seeker who ordered it, regardless of its contents.

If you are a Care Provider and you have ordered a Background Check on yourself from a third-party consumer reporting agency through Happiest Nanny, we may indicate in your profile that you have completed that check. However, we will not share the results with any other site visitor or Registered User without your specific authorization.

The use of any background check reports obtained through the Site is governed by the federal Fair Credit Reporting Act ("FCRA") and certain state laws. If you order or request access to background check on a Care Seeker, you are considered an end user of the check, and must agree to a required End User Certification before the check will be processed. This End User Certification requires you to certify that you will comply with the FCRA and any applicable state laws, and summarizes key legal obligations. A summary of your responsibilities in using the information contained the background check can be found http://www.ftc.gov/tips-advice/business-center/guidance/using-consumer-reports-what-employers-need-know. If there is negative data in a check you receive, and you choose to take "adverse action" (i.e. if you choose to pass on that individual's candidacy) on the basis of this negative data, you must agree to take certain procedural steps, which can be found at http://www.ftc.gov/tips-advice/business-center/guidance/using-consumer-reports-what-employers-need-know. These include notifying the individual who is the subject of the report of your decision to take adverse action based on information contained in the report and the subject's right to contest the accuracy or completeness of the report. Depending on the specific background check you order, Happiest Nanny may provide a mechanism for you to request that the consumer reporting agency who performed the check complete these steps on your behalf. Where such a mechanism is not available, you are responsible for making any required notifications yourself. If the subject contests the report with the consumer reporting agency, you are required to suspend the hiring process while the agency researches the accuracy and completeness of the report.

By registering for and using the Site or Services as an individual Care Provider, and subject to your authorization, you acknowledge and agree that Happiest Nanny may review and use any Background Checks you have ordered or authorized about yourself for the purpose of protecting the safety and integrity of our Site and its users, which may, in the case of certain Care Providers, be considered an employment purpose pursuant to the FCRA. Happiest Nanny reserves the right to terminate your membership based on the information contained in such report, even if such information was subsequently dismissed.

If Happiest Nanny terminates your membership or access to the Site on the basis of information in a Background Check, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that Happiest Nanny does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Background Checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it and not Happiest Nanny.

By registering for and using the Site or Services as a Care Seeker or Care Provider, you hereby acknowledge and agree that Happiest Nanny has the right, but not the obligation, to use a third-party consumer reporting agency on an ongoing basis to use your personal information to run periodic background screenings on you for the purpose of protecting the safety and integrity of our Site and its users ("Preliminary Membership Screens"), which may, in the case of certain Care Providers, be deemed to be an employment purpose under the FCRA. Subject to certain additional disclosures and authorizations, if applicable to you as a Care Provider, Happiest Nanny may order these screenings when you register with Happiest Nanny and thereafter in connection with your continued use of our Services and/or interaction with our Site (such as by contacting or communicating with other members, posting or updating a job or profile, ordering or authorizing a Background Check, etc.). These Preliminary Membership Screens may also regulated by FCRA, and the background reports resulting from these services may be considered "consumer reports" under FCRA.

You understand and agree that Happiest Nanny may review the information provided by the third-party consumer reporting agency and that Happiest Nanny retains the right to terminate your Happiest Nanny registration based on the information it receives from these checks, even if such information was subsequently changed or corrected. If Happiest Nanny terminates your membership or access to the Site on the basis of information in a background report, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you access to a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that Happiest Nanny does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it (and not Happiest Nanny) within the time period specified in your notice. Notwithstanding this, you agree that Happiest Nanny is under no obligation to reinstate any accounts it may have terminated even if the information that led to the termination is subsequently changed or corrected.

BY AGREEING TO THESE TERMS AND USING OUR SITE, AND, IF APPLICABLE TO YOU AS A CARE PROVIDER, SUBJECT TO YOUR ADDITIONAL AUTHORIZATION, YOU AGREE TO ALLOW HAPPIEST NANNY TO PERFORM THESE INTERNAL BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE HAPPIEST NANNY.

By registering as a Care Provider or Care Seeker, and, if applicable to you as a Care Provider, subject to your additional authorization, you authorize Happiest Nanny, and acknowledge that for purposes of promoting the safety and integrity of its Site and Service, Happiest Nanny reserves the right, but not the obligation, to utilize third party service providers to verify on an ongoing basis that your registration data is accurate and that the representations and warranties in Section 2 above addressing legal matters such as complaints, arrests, sex offender status, etc. are also true ("Verification Checks"). These third parties may use data from a variety of sources, under a variety of circumstances, for these site safety purposes including, without limitation, information from national criminal databases, sex offender registries, certain media streams, terrorist watch lists, criminal and fugitive watch lists, fraud watch lists, law enforcement reports, and other data.

You agree that Happiest Nanny may take such action in response to Verification Checks as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your membership, should it determine that you have violated any representation or warranty or any other provision of these Terms or are otherwise unsuitable for Happiest Nanny.

You also hereby represent, understand and expressly agree that Happiest Nanny does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in a Verification Check. We do not typically communicate the results of a Verification Check to any third party, though we reserve the right to do so for law enforcement or other safety-related purposes in accordance with applicable laws.

BY AGREEING TO THESE TERMS, AND, IF APPLICABLE TO YOU AS A CARE PROVIDER SUBJECT TO YOUR ADDITIONAL AUTHORIZATION, YOU AGREE TO ALLOW HAPPIEST NANNY TO PERFORM THE VERIFICATION CHECKS DESCRIBED ABOVE. IF YOU DO NOT WANT THESE VERIFICATION CHECKS TO BE PERFORMED, YOU SHOULD NOT USE HAPPIEST NANNY.

SPECIAL NOTICE FOR MASSACHUSETTS AND NEW HAMPSHIRE: Criminal County Searches conducted in Massachusetts and New Hampshire as part of the Criminal Records Check and the Criminal+MVR Records Check (for individuals who are believed to have lived in one or both of these states during the seven years preceding the background check request) search only the Superior Court and a single District Court in the county seat or its equivalent for each county listed below. Criminal records (including misdemeanors and felonies) from other courts in these states will not be searched.

This is an illustrative, non-comprehensive, list of certain state and county limitations of the background checks offered through Happiest Nanny; additional limitations may apply in certain jurisdictions, including on the federal level. For example, for many states only certain registered sex offender information is reported, and for many states, only a subset of felony convictions are reported (and not any misdemeanors, charges or arrest records).

In addition to legal and reporting system limitations of background checks, each check is performed with the authorization of the person being checked, using information he or she provides, such as home address, social security number, date of birth, and name. If a candidate provides incorrect information, the check might be run with inaccurate identifying data, which can impact the validity of the criminal check. Finally, criminal records are not always reported accurately or promptly, and human and electronic error can result in inaccurate or incomplete reporting. Consequently, even the most comprehensive background check offered may not disclose the existence of all criminal records in all jurisdictions.
If you decide to access, use, or share information provided by a Background Check, you agree to do so in accordance with applicable law. You also agree to release, indemnify and hold harmless Happiest Nanny from any loss, liability, injury, death, damage, or costs that may result from your use of, reliance on, or sharing of the information contained in a Background Check regardless of the cause, including, without limitation, due to the inaccuracy or incompleteness of any such information.

You expressly acknowledge that Happiest Nanny has no obligation to perform Background Checks, Internal Background Checks, or Verification Checks on any Registered Users. To the extent Happiest Nanny performs such checks on certain Registered Users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.

TERMINATION

Happiest Nanny reserves the right, in its sole discretion, to immediately terminate your access to all or part of the Happiest Nanny Site and/or Services, to remove your profile and/or any content posted by or about you from the Site, and/or to terminate your account with Happiest Nanny, with or without notice for any reason or no reason in its sole discretion, including without limitation if Happiest Nanny should determine that you are not eligible to use the Services, have violated any terms stated herein or in any of the Additional Terms, are not suitable for participation as a Registered User, have mis-used or mis-appropriated Site content. If we terminate your registration, we have no obligation to notify you of the reason, if any, for your termination.

You understand and agree that, following any termination of any individual's use of the Site or the Services, Happiest Nanny has the right, but not the obligation, to send a notice of such termination to other Registered Users with whom we believe the individual has corresponded. Our decision to terminate an individual's registration and/or to notify other Registered Users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as information bearing on, the individual's character, general reputation, personal characteristics, or mode of living.

PAYMENT TERMS

We will charge you pursuant to the terms as provided at the time of purchase, subscription and/or enrollment. Except as set forth in these Terms or as described on the Site at the time you make a purchase, all payments for subscriptions, services or products made on or through the Site or Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if you cancel your membership or a subscription, service, or product in the middle of a term.

If you sign up for a Happiest Nanny paid membership subscription, or for a Service or product that includes a recurring fee, you agree to pay Happiest Nanny all charges associated with the subscription, Service, or product you choose, as described on the Site at the time you submit your payment information. You also authorize Happiest Nanny, or a third-party payment processor that works on our behalf, to charge your chosen payment method according to the terms of your chosen subscription, Service, or product. Happiest Nanny reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

To the extent you elect to purchase other Services or product offerings we may offer for a non-recurring fee, you authorize Happiest Nanny to charge your chosen payment provider for the Services and/or products you purchase. You agree that if Happiest Nanny already has your credit card on file as a result of prior purchases you have made, we may charge that credit card for the additional Services or products you purchase.

ALL PAID MEMBERSHIP SUBSCRIPTIONS AND RECURRING FEE-BASED SERVICES OR PRODUCTS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. FOR PAID MEMBERSHIP SUBSCRIPTIONS, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU ON THE SITE WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. FOR OTHER SERVICES OR PRODUCTS WITH RECURRING FEES, YOU WILL BE CHARGED THE FEE ASSOCIATED WITH SUCH PRODUCT OR SERVICE AT THE INTERVAL SPECIFIED AT THE TIME OF PURCHASE, UNTIL YOU EXPRESSLY CANCEL THE SERVICE OR PRODUCT. HAPPIEST NANNY RESERVES THE RIGHT TO INCREASE FEES AT THE TIME OF ANY SUBSCRIPTION TERM RENEWAL.

You may cancel your paid membership subscription at any time by following the instructions on your account settings page. If you cancel a paid subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your paid subscription will not be renewed after your then-current term expires, but your payment method will be charged, and you will be required to pay, any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.

Happiest Nanny may offer limited-time free trial subscriptions to certain users from time-to-time. Users who sign up for a Happiest Nanny Service on a free trial basis may have limited access to the Service and/or features of the Site. If a user signs up for a free trial subscription, unless canceled before the expiration of the free trial period, the user will be charged the price then in effect for a subscription to the Service, unless otherwise informed by Happiest Nanny at the time of original subscription. If a user does not want to continue with the Service after the expiration of the free trial period, the user must downgrade or cancel their subscription, and request a refund of the subscription fee within thirty (30) days of being charged the subscription fee for the Service.
As part of your membership or as a promotion, we may issue you reward points redeemable for products or services as described on the Site. Such points may only be redeemed via the Site, have no cash value, are not redeemable for cash (except to the extent specifically required by law), and are non-transferrable and non-refundable under any circumstances. Reward points have no fixed value, but may be redeemed for the lesser of (1) the cost of the goods or services for which they are redeemed; or (2) the maximum value of a point stated on the Site (which may change from time to time in the discretion of Happiest Nanny). Reward points may only be redeemed in whole increments up to the total value reflected on the Site. No partial redemptions are permitted. More than one reward point may be applied per transaction. Reward points issued in connection with a premium subscription or service will automatically be applied to such purchases before other available reward points. Reward points are valid for a limited time, as described on the Site and in any Additional Terms that may apply to the service through which the points are issued or redeemed. Any unused reward points are forfeited immediately if you do not maintain the required membership status (as described on the Site), or if you or we close or terminate your account.

RELEASE AND LIMITATION OF LIABILITY

By using this Site or our Services, you hereby represent, understand, and expressly agree to release and hold Happiest Nanny (and Happiest Nanny's officers, directors, shareholders, employees, parents, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, or your employer, if you enrolled in Happiest Nanny through their employer's benefits program, ("Affiliates")) harmless from any claim or controversy that may arise out of the actions or inactions of, or the relationship between, you and any Care Seeker, Care Provider or other user(s) of the Site that are not Backup Care Providers employed by one of our subsidiaries and any information, instruction, advice or services created by any Care Seeker, Care Provider, or other third party that appeared on, or was communicated through the Site.

Happiest Nanny and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, from the above.

The information and materials contained on the Site, including text, graphics, information, links or other items are provided "as is," "as available." Further, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Happiest Nanny, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

HAPPIEST NANNY DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN HAPPIEST NANNY; (3) WARRANT THAT YOUR USE OF THE SITE OR SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HAPPIEST NANNY EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.
IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, HAPPIEST NANNY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USER OF OUR SITE TO PROVIDE SERVICES AS A CARE PROVIDER OR TO EMPLOY THE SERVICES OF A CARE PROVIDER.

While Happiest Nanny takes certain steps to help promote the safety of our Site and Services, finding care or care-related jobs via an online platform like ours comes with certain inherent risks. We do not provide any training, supervision, or monitoring of Care Seekers or Care Providers, and we cannot guarantee that all of your interactions with other Registered Users, site visitors, their families, or others associated with them, will always be 100% safe and respectful. You agree to assume all risks when using the Site and the Services, including but not limited to injury, illness, death, and all other risks associated with any online or offline interactions with users of the Site or the Services. You also agree not to rely solely on steps Happiest Nanny may take to vet or screen Care Providers or Care Seekers and/or their Content, or otherwise to promote the safety of the Site and Services. You further agree to take all necessary precautions, including but not limited to reviewing the recommendations set forth in Happiest Nanny's Safety Center at www.happiestnanny.com/safety when interacting with other site visitors, Registered Users, their families, and others associated with them.

Incidental Damages and Aggregate Liability. In no event will Happiest Nanny be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Site or Services, including without limitation damages related to any information received from the Site or Services, removal of content from the Site, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Site or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Happiest Nanny, or representatives thereof, are advised of the possibility of such damages, losses or expenses.

UNDER NO CIRCUMSTANCES WILL HAPPIEST NANNY'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID HAPPIEST NANNY FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00.

No Liability for non-Happiest Nanny Actions. IN NO EVENT WILL HAPPIEST NANNY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

In addition to the preceding paragraphs of this section and other provisions of these Terms, any advice that may be posted on the Site is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Happiest Nanny makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

INDEMNIFICATION

By agreeing to these Terms, users of the Site and Services agree to indemnify, defend and hold harmless Happiest Nanny and its Affiliates from and against any and all claims, losses, expenses or demands of liability, including reasonable attorneys' fees and costs incurred by Happiest Nanny and its Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Site, (ii) use of the Site or Services by you in violation of these Terms of Service or in violation of any applicable law, or (iii) any relationship or agreement formed with a Care Seeker or Care Provider using the Site or Services. Users further agree that they will cooperate as reasonably required in the defense of such claims. Happiest Nanny and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of Happiest Nanny. Users further agree to hold harmless Happiest Nanny and its Affiliates from any claim arising from a third party's use of information or materials of any kind that users post to the Site.

CONFIDENTIAL INFORMATION

For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or to which the other party may have access, which (i) a reasonable person would consider confidential, or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms, and shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations under these Terms.

DATA PRIVACY

We access your data to enable us to respond to your service requests and as necessary to provide you with the Application and Services. We share your data with third parties if required by law, permitted by you, or pursuant to our Happiest Nanny Privacy Policy (“Privacy Policy”), which is available here and incorporated into these Terms. You agree to all actions that are taken with respect to your data that are consistent with our Privacy Policy.
By using the Site or Services of Happiest Nanny, you agree to allow Happiest Nanny to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products (including, without limitation, reports or copies of Background Checks and Preliminary Membership Screens) from Happiest Nanny via the Happiest Nanny Site, mobile application, online messaging platform, or e-mail. You also agree to check your Happiest Nanny account, alerts, and messages, and the e-mail account reflected on your Happiest Nanny on a reasonably regular basis to stay apprised of important notices and information about your account.

INTELLECTUAL PROPERTY

Content Provided. You own all of the Content you provide to us. You grant us a nonexclusive, revocable, worldwide, perpetual, fully paid-up and royalty-free right to us to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze this information for the sole purpose of providing the Applications and Services to you and your Users. You represent and warrant that you are entitled to and authorized to submit the Content and that such Content you submit is accurate and not in violation of any contractual restrictions or third party rights.

Services. We own and retain all rights, title, and interest in and to the Services along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”) related to the Services. Your use of the Services under these Terms does not give you additional rights in the Services or ownership of any Intellectual Property Rights associated with the Services. Subject to your compliance with and limitations set forth in these Terms and upon your subscription to the Services, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services and Applications.

Feedback and Suggestions. Although you are not required to provide feedback or suggestions, you assign to us all of your worldwide right, title and interest in and to any and all feedback, suggestions, requests, recommendations, or other comments that you provide to us regarding our Services, including all Intellectual Property Rights therein. You shall, upon the request of Happiest Nanny, its successors or assigns, execute any and all documents that may be deemed necessary to effectuate this assignment. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any feedback, suggestions, or other comments, even if it is altered or changed in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. Our receipt of your feedback, suggestions, and other comments is not an admission of their novelty, priority, or originality, and it does not impair our right to any existing or future Intellectual Property Rights.

Statistical Data. You acknowledge and agree that we have a right to own and complete statistical analyses on your data and information resulting from your or your Users’ use of the Services (other than any personally identifiable data). We collect such data pursuant to Happiest Nanny Privacy Policy for any lawful purpose and without a duty of accounting to you.

DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on the Services, the Applications or Site or any of its web properties hosted on the Site infringes a copyright owned by you, you (or your agent) may send Happiest Nanny DMCA agent a notice requesting that the material be removed, or access to it blocked. This request should be sent to: copyright@happiestnanny.com; or, alternatively to: Canadian Entrepreneurs In New England Association, Attn: DMCA Registered Agent, PO Box 140360, Boston, MA 02114 USA. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.

AGREEMENT TO ARBITRATE

You and Happiest Nanny agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Happiest Nanny’s Intellectual Property Rights or Payment Terms. In all other cases, both parties hereby agree to submit to arbitration administered by JAMS under its Commercial Arbitration Rule with one (1) arbitrator. You agree that an arbitrator cannot award punitive damages to either party and to abide by and perform any award rendered by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

YOU AND HAPPIEST NANNY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION OR PROCEEDING. UNLESS BOTH YOU AND HAPPIEST NANNY EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AGAINST HAPPIEST NANNY AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER HAPPIEST NANNY USERS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

MISCELLANEOUS

Updates To Terms. We may revise and update these Terms from time to time, in our sole discretion. Any changes we make to these Terms are effective immediately when we post them. We will provide notice to the account owner designated on the account of any material changes. Continued use of our Services after we provide you notice of the updated Terms shall constitute acceptance of the updated Terms.

Export Compliance and Anti-Corruption. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Users or any other third party to access or use the Services subject to a U.S. government embargo or in violation of any U.S. export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).

Assignability. Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Happiest Nanny may assign these Terms, and the licenses granted to Happiest Nanny under these Terms, without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of Happiest Nanny’s obligations under these Terms.

Notices. Except as otherwise specified in these terms, any notices under these Terms must be sent to Happiest Nanny by email to notices@happiestnanny.com, with a duplicate copy sent via registered mail (return receipt requested) to: Happiest Nanny LLC, Attn: Legal Department, 179 South St, Boston, MA 02111. Any notices under these Terms that are sent to you shall be sent via email to the named account owner of your Happiest Nanny account. You are responsible for maintaining the accuracy of the email address and other contact information of your named account owner on the “Personal Settings” page within the Application.

Force Majeure. Happiest Nanny will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove the causes of non-performance.

Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

Venue. In circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law rules. Under such limited circumstances, each party hereby expressly and irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts located in the Commonwealth of Massachusetts in connection with such an action.

Waiver and Severability. The waiver by Happiest Nanny of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of Happiest Nanny to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement. These Terms are the final and complete expression of the agreement between these parties regarding your use of the Services, Site and Application. These Terms supersede, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms.

Independent Contractor. Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

Contact. If you have any questions or need further information as to the Site or Services provided by Happiest Nanny, or need to notify Happiest Nanny as to any matters relating to the Site or Services please contact Happiest Nanny at:

Happiest Nanny LLC
Attn: Legal Department
179 South St
Boston, MA 02111