Terms of Service

These Terms of Service (the “Terms”) are a contract between Sitterz LLC, a Colorado limited liability company (“Sitterz,” “we,” “us”), and the business that creates an account (“Customer,” “you”). They govern your access to and use of the Sitterz software platform (the “Service”).

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are accepting on behalf of a business, you represent that you are authorized to bind that business, and “you” means that business.

The Service is offered solely in and to the United States, and solely for use by businesses established in the United States in connection with services offered to individuals located in the United States. The Service is not offered or directed to, and we do not envisage offering it to, persons in the European Economic Area, the United Kingdom, or Switzerland.

You will not use the Service to (a) process personal data of any individual located in the EEA, the United Kingdom or Switzerland; (b) offer your own goods or services to individuals located in those territories through or in connection with the Service; or (c) monitor the behaviour of individuals whose behaviour takes place in those territories. You represent and warrant, on a continuing basis, that you do not do so.

Processing restricted data is a material breach. We may suspend or terminate immediately on notice and may block or delete the restricted data. Your indemnity for a breach of this section is not subject to any limitation or cap in Limitation of liability. Nothing in these Terms is an election by Sitterz to submit to the General Data Protection Regulation, the UK GDPR, or the law of any EEA member state.

Sitterz is a software vendor. Sitterz is not a childcare provider, care agency, employment agency, staffing agency, placement agency, referral service, nurses' registry, domestic referral agency, consumer reporting agency, or background screening provider.

Sitterz does not verify, screen, vet, certify, endorse, rate, rank, match, or recommend any caregiver, staff member, family, client, or child, and does not employ, supervise, direct, or control any caregiver. The Service displays information that you and your own users enter. Sitterz does not independently verify its accuracy, completeness, or currency.

You are solely responsible for the care services you offer and for your own hiring, screening, background checks, supervision, training, insurance, licensing, and compliance with every law that applies to those services. A booking made through the Service is a request that you review and confirm. Sitterz is not a party to the arrangement between you and your clients.

This section defines every surface in the Service that describes a person, so that no label in the product carries a meaning this agreement has not stated. If we add such a surface, we will add it here.

The Service renders no badge, checkmark, shield, score, or pass/fail indicator that could be read as a Sitterz assessment of any person, and it never will. If you see one, it is a defect — report it to support@sitterz.com.

You are solely responsible for determining, adopting, performing, and documenting your own screening, hiring, training, supervision, and safety policies, and for compliance with every licensing, background-check, wage-and-hour, and mandated-reporter law that applies to you.

You acknowledge that you have not relied and will not rely on the Service, or on any information displayed in the Service, in making any hiring, retention, assignment, or supervision decision, and that no feature of the Service is a substitute for your own diligence.

You alone decide which individuals are engaged, hired, assigned, scheduled, compensated, disciplined, or terminated. Sitterz does not make, participate in, ratify, or recommend any such decision.

You must provide accurate registration information, keep credentials secure, and enable the security controls the Service offers. You are responsible for all activity under your account and for every person you invite into it, including staff and the families you serve. Notify us promptly of any unauthorized use.

People you invite into your workspace — staff and family portal users — accept the Platform User Terms directly with Sitterz for their own use of the portal. That does not reduce your responsibility for your workspace, your data, or the care you provide.

“Customer Data” means everything you and your users enter into or upload to your workspace, including your catalog, client and household records, child and pet records, staff records, bookings, attendance, daily logs, photos, messages, invoices, and website content.

As between the parties, you retain all right, title, and interest in Customer Data. You grant Sitterz a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, store, process, and display Customer Data solely to provide, secure, support, and maintain the Service for you, to prevent or address technical or security problems, and as required by law. That licence extends to our subprocessors for the same purposes and to routine backups.

Your use of the Service is subject to the Acceptable Use Policy, which forms part of these Terms. In addition to what that policy prohibits, you must not:

• embed, frame, or integrate the Service into any website or online service directed to children within the meaning of 16 C.F.R. §312.2, or use the Service to collect personal information directly from a child under 13;
• provision or permit an account, login, kiosk session, or other credential for any person under 18;
• disclose any individual's criminal-history, background-check, screening-result, or registry information to a family, client, or other third party through the Service;
• represent to anyone that Sitterz has verified, vetted, screened, background-checked, approved, certified, or endorsed any person — Sitterz does none of those things, and saying otherwise is a material breach;
• upload sealed, expunged, or otherwise legally restricted records, or enter criminal-history information for a role or jurisdiction where the inquiry is not yet permitted;
• use the Service to make an automated decision about any person without meaningful human review.

We may, but have no obligation to, monitor, review, refuse, edit, restrict access to, remove, or disable any Customer Data or account, for any reason or no reason, with or without notice, including material we consider objectionable whether or not it is constitutionally protected. We are not liable for acting, and not liable for not acting.

Sitterz is not a bank, money transmitter, money services business, payment processor, payment facilitator, or merchant of record, and does not receive, hold, control, or transmit your funds or your clients' funds at any time.

Card and bank processing is performed by Stripe, Inc. under a separate agreement between you and Stripe. You must accept and remain in good standing under the Stripe Connected Account Agreement and the Stripe Services Agreement. Those agreements govern your payment processing, and where they conflict with these Terms as to payment processing, they control.

Charges are created directly on your own connected account. Your funds settle to your Stripe balance and are paid out by Stripe to your bank account. Sitterz's fee is collected as an application fee at the time of the transaction and is a fee for software — not a fee for processing, transmitting, or holding money.

You are the merchant of record for every charge to your clients. You are solely responsible for the services sold, for refunds, cancellations, chargebacks, disputes, and for all applicable taxes. You will indemnify us for chargebacks, refunds, fines, and network assessments arising from your transactions. We may suspend the Service if Stripe terminates your account, if you are listed by a card network, or if your dispute rate exceeds network thresholds.

Any fee you add to a client's payment is set by you. You represent and warrant that it complies with applicable surcharge law and card-network rules, that you do not surcharge debit or prepaid cards, and that it does not exceed the permitted maximum. You will indemnify us for claims arising from it, and we may disable the feature by jurisdiction.

Sitterz does not review, approve, or verify the services underlying any charge.

If an undisputed amount is past due, we will give you written notice and at least 15 days to cure before suspending. We will suspend the creation of new activity before we restrict read access.

We will never withhold your data as leverage for payment. Through any suspension and for at least 30 days after termination, we will retain Customer Data and make export available to you. Your workspace holds allergy notes, incident notes, and attendance records you may be legally required to keep and may need in an emergency; using them as a collection tool would be indefensible.

Suspension for a breach of the Acceptable Use Policy or of Territorial scope and restricted data may be immediate. Our suspension rights are discretionary, and we have no obligation to monitor your account or your compliance with anything.

These Terms run until your subscription ends. Either party may terminate for material breach that is not cured within 30 days of written notice. We may terminate immediately for a breach of Territorial scope and restricted data, Acceptable use, or the Acceptable Use Policy, or as required by law. We may terminate for convenience on 30 days' notice with a pro-rata refund of prepaid fees.

On termination your right to use the Service ends. For 30 days after termination we will make Customer Data available for export. After that window we will delete Customer Data in accordance with the Data Processing Addendum, subject to routine backup expiry, to records we are required to keep by law, and to the financial and audit records described in the Privacy Policy retention schedule.

The obligation to return and delete Customer Data is not conditioned on anything, including your payment status.

Each party may receive non-public information of the other that is marked confidential or would reasonably be understood to be confidential. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers bound by comparable obligations.

This does not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose where legally compelled, after giving notice where lawful and reasonable. Customer Data is your Confidential Information and is also governed by the Data Processing Addendum.

Sitterz and its licensors own the Service, its software, and all related intellectual property. Nothing here transfers any of it. You may not copy, modify, reverse engineer, resell, or create derivative works from the Service except as applicable law permits notwithstanding this restriction.

You grant Sitterz a non-exclusive, non-transferable, royalty-free licence to use your name, logo, and marks solely to operate and display the Service to you and your authorized users — rendering your brand inside your own workspace, on your website, in emails to your families, and on documents you generate. That licence is for service delivery only.

We will not use your name or logo in our marketing unless you opt in in a signed order form or in writing. You may withdraw that permission on 30 days' notice.

You may describe your business as running on Sitterz. You must not state or imply that Sitterz verifies, screens, vets, background-checks, certifies, or vouches for your caregivers or your services — Sitterz does not do those things, and such a statement is a material breach for which you will indemnify us.

If you believe material on the Service infringes your copyright, send a written notice to our designated agent, [our designated copyright agent — to be completed before launch], at support@sitterz.com or at the address in Who we are, and how to reach us, containing all of the following:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or a representative list if multiple works at a single site are covered;
3. identification of the material claimed to be infringing, with information reasonably sufficient to permit us to locate it;
4. your address, telephone number, and email address;
5. a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right allegedly infringed.

If your material was removed, you may send a counter-notification containing your signature; identification of the material and its location before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; and your name, address and telephone number, together with consent to the jurisdiction of the federal district court for your address (or, if outside the United States, for any district in which we may be found) and consent to accept service from the complaining party. We may restore the material in 10 to 14 business days unless we receive notice that a court action has been filed.

Knowingly materially misrepresenting that material is infringing, or that it was removed by mistake, creates liability for damages and attorneys' fees under 17 U.S.C. §512(f). We terminate the accounts of repeat infringers in appropriate circumstances, which may include a customer account and not only an individual seat.

Each party represents that it has authority to enter into these Terms. We will provide the Service with reasonable care and skill and in accordance with the security measures described in the Data Processing Addendum.

Except as expressly stated, the Service is provided “as is” and “as available.” To the fullest extent permitted by law, Sitterz disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, timely, secure, or error-free.

Sitterz offers no service-level agreement and no uptime commitment. We make no warranty as to the accuracy, completeness, currency, or reliability of any information, document, credential, or record that you or your users enter or upload, and no warranty about the acts, omissions, competence, or conduct of any caregiver, staff member, client, or other person.

Nothing in this section limits liability that cannot be limited by law, including liability for fraud, gross negligence, or willful misconduct.

You will maintain, at your own expense and with insurers of recognized standing, at least:

• commercial general liability insurance;
• professional liability or errors-and-omissions insurance appropriate to the services you provide;
• sexual abuse and molestation liability coverage, expressly written and not reduced to a token sublimit;
• workers' compensation and employer's liability as required by law;
• commercial automobile liability, if anyone transports a client in the course of your services;
• cyber liability insurance.

You will name Sitterz as an additional insured on a primary and non-contributory basis where the coverage permits, obtain a waiver of subrogation in our favour, and provide certificates at onboarding and at each renewal. You will notify us of cancellation or material reduction.

The abuse and molestation line matters more than the limits on the others. A general liability policy carrying a standard abuse exclusion, or an abuse sublimit set at a token amount, will not respond to the claim this requirement exists to cover. Read your policy, not the certificate.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, however caused and on any theory of liability, even if advised of the possibility.

Except as stated below, each party's total aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the fees you paid to Sitterz in the 12 months before the event giving rise to the claim, or (b) US$25,000. For claims arising from a breach of our security or privacy obligations, that amount is doubled.

The limitations in this section do not apply to: your obligation to pay fees; either party's indemnification obligations; either party's breach of confidentiality; or a party's fraud, gross negligence, or willful misconduct.

This section limits liability between Sitterz and you only. It does not purport to limit, release, or waive any claim of any person who is not a party to these Terms — including any child, parent, guardian, family member, caregiver, or estate. Sitterz makes no attempt to contract away responsibility for anyone's injury, and no one should read it that way.

Each limitation and exclusion in this section is severable and independent of every other, and the invalidity of one does not affect the others. The parties agree these limitations are an essential basis of the bargain and are reflected in the fees charged, and that they apply notwithstanding the failure of essential purpose of any limited remedy.

This section requires individual arbitration and waives class actions and jury trials. It affects how claims between you and Sitterz are resolved. You may opt out within 30 days — see “Your right to opt out” below — and opting out costs you nothing and does not affect anything else in these Terms.

We may update these Terms. For any material change we will give you at least 30 days' advance notice by email to the account owner and by notice inside the Service, and we will update the “last updated” date.

• Changes apply prospectively only, and do not apply to any claim or dispute that accrued before the effective date.
• You may terminate without penalty before the change takes effect and receive a pro-rata refund of prepaid fees.
• We will not amend [Resolving disputes](#resolving-disputes) in a manner that applies to any then-existing or previously accrued dispute.
• For a material change that reduces your rights, we may ask you to accept it again rather than treating continued use as acceptance.

Continued use after the effective date of a change means you accept it, subject to everything above.

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [the venue county — to be completed before launch] County, Colorado, consent to personal jurisdiction there, and waive any objection based on inconvenient forum.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and that you are not identified on any United States government restricted-party list. You will not make the Service available to any such person and will comply with applicable export control and sanctions laws.

Independent parties. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, franchise, employment, joint-employment, or co-employment relationship, and neither party may act for or on behalf of the other. Sitterz does not act as your agent in any employment-related function and is not an employer, joint employer, or co-employer of any of your personnel.

No third-party beneficiaries. These Terms are for the benefit of the parties only. No caregiver, staff member, client, family, child, parent, or guardian is an intended or incidental third-party beneficiary, and no such person may enforce any provision. This does not affect any right such a person may have outside these Terms.

Legal process. If we receive legal process for Customer Data, we will notify you before disclosing unless we are legally prohibited, will seek to redirect the requester to you, will challenge demands that are unlawful or overbroad, and will disclose only the minimum required. We do not voluntarily disclose personal data to civil immigration enforcement.

Notices. Notices to you go to the account owner's email address. Notices to us go to support@sitterz.com and to the address in Who we are, and how to reach us. You consent to receive notices, disclosures, and agreements electronically, and agree that electronic records and signatures satisfy any requirement that they be in writing.

Assignment. Neither party may assign these Terms without the other's consent, except that either may assign in full to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, other than an obligation to pay.

Severability and reformation. If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it valid and enforceable, and if it cannot be, it will be severed and the rest continues in full force. The parties intend each subsection of Limitation of liability and Resolving disputes to be independently enforceable, except that the class waiver and the paragraph describing what happens if it fails are not severable from each other.

No waiver. A failure to enforce is not a waiver.

Entire agreement. These Terms and the documents listed in This agreement are the entire agreement between the parties on this subject and supersede all prior proposals and understandings. Terms in your purchase order or vendor portal do not apply.

Survival. The following survive termination or expiry: Territorial scope and restricted data; Sitterz sells software, not care; What the information in the Service means; Your responsibilities, and non-reliance; Your data (including the licence to the extent needed for export and backup expiry, the aggregated-data commitments, and Feedback); accrued fees under Fees, renewal, cancellation, and refunds; Term, termination, and what happens to your data; Confidentiality; Intellectual property, trademarks, and publicity; Warranties and disclaimers; Indemnification; Limitation of liability; Resolving disputes (including the arbitration agreement, class waiver, jury waiver and time limit); Governing law; General; and this sentence.

Sitterz LLC, a Colorado limited liability company.

Notice address: [our notice address — to be completed before launch]

Legal, privacy and support: support@sitterz.com

Designated copyright agent: [our designated copyright agent — to be completed before launch], reachable at support@sitterz.com and at the notice address above.

These Terms are published as part of the Sitterz launch program and have not yet been reviewed by outside counsel. If you are a prospective pilot customer, ask us for the current status before you rely on them.