Terms of Use for using this software

Effective Date: October 2018

Welcome to spiltmilknannies.com. This website and the associated services are provided to you by Spilt Milk Ware LLC (hereinafter, “SMW,” “we,” “our,” or “us”). SMW writes software for babysitting referral businesses. We license people to use our software and brand. We do not operate the businesses that run on our software platform. These terms of use (“Terms”) govern your access to and use of this website and any services that we provide to you on, from, or through the website (collectively, the “Services”). This is a legal agreement between you and SMW. By accessing and using our Services, you agree to be bound by these Terms (including our Privacy Policy) and all applicable laws and regulations. If you do not agree or are unable to agree to be bound by these Terms, YOU MAY not use our Services.

  1. Our Services

    2. We Merely Provide An Online Scheduling Platform. SMW is not a childcare provider nor a childcare referral, matching or placement entity. We merely provide an online scheduling and booking platform for families (“Customers”) and babysitters (“Providers,” together with Customers, “Users”) who utilize a Referral Entity’s childcare referral services. The term “Referral Entity” refers to any childcare referral entity that operates under the trademark “Spilt Milk Nannies” at this time or in the future, currently including Spilt Milk Nannies Seattle LLC, Spilt Milk Nannies South Seattle LLC, Spilt Milk Nannies Eastside LLC, Spilt Milk Nannies North Seattle LLC, and Spilt Milk Nannies Portland LLC.

    You understand and agree that SMW:
    1. does not employ, supervise, provide training to, recommend, or endorse any Users;
    2. does not screen Users or conduct any kind of identity or background checks;
    3. does not verify the training or experience of any Users or any other information Users provide about themselves;
    4. does not have control over and makes no representations or warranties about the quality, timing, legality, or any other aspect whatsoever of the childcare services provided by any Providers;
    5. does not have control over the acts or omissions of any Users and is not responsible for the conduct of any Users or other third parties online or offline; and
    6. is not responsible or liable in any manner for any User Content (defined in Section 5 below), including, but not limited to, User profiles and reviews.
    7. Interactions Are Solely Between Users. Users arrange for childcare services and transact solely between or among themselves. By using the Services, you acknowledge and agree that YOUR USE OF THE SERVICEs IS AT YOUR SOLE AND EXCLUSIVE RISK. You should make your own assessments of the person(s) you decide to interact with, receive childcare services from, or provide such services to, and take all necessary precautions when interacting with others online or offline. Users must resolve any issues, disputes, or concerns directly with each other or with the Spilt Milk Nannies branch owner. SMW hereby expressly disclaims, and you hereby expressly release SMW and its owners, directors, officers, employees, or agents (collectively, the “SMW Parties”) from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from or in any way related to the Services or your interactions or dealings with other Users online or offline.

  2. Eligibility

    3. By accessing and/or using the Services, you represent and warrant that you meet the following eligibility requirements ("Eligibility Requirements"): (a) you are at least eighteen (18) years old; (b) you have the right, authority, and capacity to enter into these Terms and to abide by all of them; (c) if a Provider, you have the legal authorization to work and provide the childcare services in the United States; and (d) you comply with all laws, rules, and regulations in connection with your use of the Services and any childcare services arranged through the Services. You must discontinue your use of the Services if at any time you no longer meet these Eligibility Requirements. If SMW becomes aware of or believes that there are violations of the Eligibility Requirements by any User or that the User has otherwise provided any false or misleading information, SMW may, among other things, suspend or terminate such User’s account, with or without notice, at its sole discretion.

    You understand and agree that (a) you are solely responsible for making your own evaluations, assessments, and decisions about whether to engage other Users to provide or receive childcare services or otherwise interact with other Users, and (b) SMW is not responsible for verifying, assuring, or monitoring that the Eligibility Requirements are met or for not suspending, terminating or preventing the use of the Services by Users who do not meet the Eligibility Requirements.

  3. User Account and Security

    4. In order to use the Services, you will be asked to create an account and to provide us with certain information about yourself. Your information will be used in accordance with our Privacy Policy. You are responsible for providing accurate, current and complete information in connection with your account registration. You must keep your password and account login confidential, and you are solely responsible for all activities that occur under your password or on your account. You agree to immediately notify us of any compromised or unauthorized use of your password or account. We will not be liable for any losses caused by unauthorized use of your account. However, you could be held liable for losses to SMW or others due to such unauthorized use.

  4. Use of the Services

    5. The Services provide an online platform to connect Users for the purposes of scheduling and booking childcare services. Subject to these Terms, we grant you permission to access and use our Services for personal, non-commercial uses only. Using our Services does not give you ownership of any intellectual property rights in our Services or any content you access in relation to our Services. Your use of the Services must be in accordance with all applicable laws and regulations and these Terms and must be relevant and appropriate for the purposes described above. Any use of the Services for other purposes is prohibited. Your permission to use the Services shall automatically terminate if you violate any of these Terms. To protect Users, we reserve the right to suspend or terminate your account with or without notice at any time in our sole discretion, for any reason or no reason. In the event of any suspension or termination, you agree to make no further use of the Services after such suspension or termination.

    You agree not to, and not to permit or encourage others to, do any of the following:
    • permit anyone else to use your login information, password, or membership;
    • attempt to gain unauthorized access to other Users’ accounts or to the Services;
    • restrict or inhibit any other User from using and enjoying the Services;
    • defame, harass, stalk, threaten, harm, or otherwise violate the legal rights of others; post or distribute any profane, defamatory, infringing, hateful, distasteful, obscene, or unlawful content;
    • distribute any chain letters, junk, or spam e-mails;
    • attempt to modify, decompile, or reverse engineer any software contained in the Services;
    • violate or attempt to violate any security features of the Services;
    • upload or distribute viruses, worms, Trojan horses, time bombs, spiders, or any other similar software, malware, or materials that may damage, interfere with, or overburden the Services;
    • use the Services or any information obtained from the Services to solicit, advertise to, or contact Users for any purposes other than seeking or providing childcare services;
    • use data mining, robots, or similar data gathering and extraction tools;
    • reproduce, duplicate, copy, sell, re-sell, or exploit any information, materials, or content obtained from the Services for any purpose;
    • use the Services or engage with other Users in any manner that violates applicable laws or regulations; or otherwise violate these Terms.

  5. User Content

    6. “User Content” is defined as any content, information, messages, photos, and/or materials that you, as a User, post or submit to the Services or provide to another User through the Services, including, but not limited to, your profile information, reviews, messages posted on community forums or sent to other Users. You agree and warrant that you will not provide any User Content that: (a) is illegal, obscene, threatening, or defamatory; (b) is invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable; and (c) consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You retain all intellectual property rights in, and are solely responsible for, the User Content you provide.

    To the extent that you provide User Content, you grant SMW a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, sell, monetize, and otherwise use the User Content. You represent and warrant that you own or otherwise control all of the rights to the User Content and you have all rights necessary to provide the User Content to us and to grant the license described above. In addition, you will indemnify us for all claims resulting from the User Content you supply.

    Please understand that SMW has no control over the accuracy, reliability, completeness or timeliness of profiles, reviews, or other User Content, and makes no representations about any User Content. We have the right, but not the obligation, to remove or modify User Content for any reason, including User Content that we believe violates these Terms.

  6. Payment

    7. We use a third-party payment processor, Stripe, Inc., ("Stripe"), to help facilitate and process payments Users make through our website. The payment processing services are provided by Stripe and are subject to the Stripe Service Agreement - United States and any other applicable Stripe agreements, as the same may be modified by Stripe from time to time (collectively, the "Stripe Services Agreement"). By agreeing to these Terms, Users that use the Stripe payment service also agree to be bound by the Stripe Services Agreement. SMW assumes no liability or responsibility for any payments you may make through this service.

  7. Cancellation and Refund Policies

    8. The cancellation and refund policies are determined solely by each Referral Entity and subject to the agreement that each User enters into with the respective Referral Entity.

  8. Warranty Disclaimer

    9. The Services are provided on an "as is" and “as available” basis. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SMW PARTIES make no warranties, express or implied, and hereby disclaim all other warranties, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of intellectual property or other violation of rights, and any warranties arising out of course of dealing or usage of trade. Further, The smw Parties do not warrant or make any representations concerning the FOLLOWING:
    • that your Access to the Services WILL BE reliable, uninterrupted, or error-free;
    • that the Services will be free of viruses and malware;
    • that the information obtained by YOU through the Services will be complete, accurate, reliable, TRUE, OR timely;
    • the conduct of any Users online OR offline;
    • the conduct of other third parties, including hackers or others who engage in the unauthorized access, use, or misappropriation of any User Content or information;
    • your use of third-party services or any third-party sites linked to from our Services;
    • and any User Content.

  9. Limitations of Liability

    10. TO THE MAXIMUM EXTENT PERMITTED BY applicable LAW, The SMW Parties shall not be liable for any DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS of use, loss OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS to OR USE, THE SERVICES; (B) unauthorized access, use, or alteration of your account OR INFORMATION; OR (C) your interractions with other users, whether online or offline. The above limitations apply even if the SMN parties have been notified orally or in writing of the possibility of such damage.

  10. Indemnification

    11. You agree to indemnify, defend, and hold harmless the SMW Parties from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party arising out of or related to: (a) your use or misuse of, or inability to, use the Services; (b) your violation of any of these Terms; (c) your violation of any law or rights of any third party; (d) your interactions with or conduct towards any other Users, or (e) any User Content provided by you, including, without limitation, any claim of infringement or misappropriation of intellectual property or other proprietary rights.

  11. Links to Third-Party Sites

    12. We do not currently link to any third-party site. For informational purposes only, in the future, we may provide links to third-party sites. SMW is not responsible for the content of or services provided by any such linked site. The inclusion of any link does not imply endorsement by SMW of the site. Use of any such linked site is at your own risk.

  12. Changes and Termination of The Services

    13. We are constantly looking to improve our Services. We may add or remove content, functions, features, or requirements, and we may suspend or stop a Service altogether. We also reserve the right to terminate your use of any Service for any reason at any time.

  13. Changes of Terms; Severability

    14. SMW reserves the right to revise these Terms at our sole discretion at any time. Any changes are effective immediately upon posting to the website. For any material changes to the Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after posting of such changes, with or without notification, constitutes your agreement to the revised Terms. If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

  14. Governing Law and Dispute Resolution

    15. Any claim relating to the Services shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. Any legal action or proceeding to enforce, construe, or otherwise concerning these Terms will be brought exclusively in the state or federal courts located in King County in the State of Washington, and you agree to irrevocably submit to the exclusive jurisdiction and venue of those courts in any such action or proceeding.

    In addition, we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action, and we each waive any right to a jury trial.

  15. Notice

    16. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this website or through the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  16. Digital Millennium Copyright Act

    17. a. If you are a copyright owner or an agent of a copyright owner and believe that any content on this website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
    • A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • A description of the copyrighted work that you claim has been infringed upon;
    • A description of where the material that you claim is infringing is located on the website;
    • Your address, telephone number, and e-mail address;
    • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.