Kinderdrop Inc. (“Kinderdrop”, “We”, “Us”) owns and operates the Kinderdrop website, available at www.kinderdrop.com (the “Website”) which We use to make available the Kinderdrop platform (“Platform”) and the Kinderdrop mobile applications (the “App”), and our child care and daycare listing and booking services (collectively the “Services”).
1. KINDERDROP PLATFORM
1.1 Services. The Kinderdrop Platform helps parents and caregivers with children (“Parent Users”) to connect with and book services from child care providers and daycare providers (both collectively referred to as “Providers”) in their selected geographic area. Parent Users and Providers are collectively referred to herein as “Users”.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website, App and Services (“Users”), including Parent Users and Providers. Kinderdrop may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.
2. REGISTRATION AND ACCOUNTS
2.1 Registration. In order to use Kinderdrop Services as a Provider, you must register for an account (your “Provider Account”). By registering for a Provider Account, you represent, warrant and covenant to Kinderdrop that you have the necessary authority to enter into this Agreement on behalf of, and to legally bind, the Provider, the Provider satisfies Kinderdrop eligibility requirements set out herein from time to time. As a Parent User, you may register for a Parent User account (“Parent User Account”) to book child care and daycare services (“Bookings”), as well as save and share information on the Platform. If you register for a Provider Account or a Parent User Account, you agree (a) to provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) to maintain the security of your password; (c) to maintain and promptly update the Registration Data as necessary to ensure it is up to date; and (d) that your registration is conditional upon your acceptance of the Terms and that you will comply with the Terms at all times.
2.4 Billing Information. Parent Users who make purchases through the Platform are required to provide valid credit card information or other acceptable payment information to register (collectively known as “Billing Information”), which will be provided to Kinderdrop’s third-party payment processor (“Payment Processor”) and used for payment of fees owed under these Terms for any Bookings made through the Services. Users shall promptly advise Kinderdrop if their Billing Information changes due to loss, theft, cancellation, expiry, or otherwise, and Users shall be liable for any failure to pay Fees caused by out-of-date billing information.
3.1 Provider Listings. WE HAVE NO CONTROL OVER THE CONDUCT OF OUR USERS OR PROVIDERS OR THE TRUTH OR ACCURACY OF THE INFORMATION THAT THEY SHARE ON KINDERDROP. WE CANNOT GUARANTEE THE TRUE IDENTITY OF ANY INDIVIDUAL. YOU ARE RESPONSIBLE FOR DETERMINING THE IDENTITY AND SUITABILITY OF ANY PERSON OR ENTITY YOU MAY CONTACT BY MEANS OF THE PLATFORM. ALL PROVIDERS ARE INDEPENDENT THIRD PARTIES. WE DO NOT ENDORSE ANY PERSONS WHO USE OR REGISTER FOR OUR SERVICES. USE OF THE SERVICES ARE AT YOUR OWN RISK. KINDERDROP SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING OUT OF YOUR USE OF THE SERVICES OR CAUSED BY ANOTHER USER OF THE SERVICES.
3.2 RELATIONSHIP BETWEEN KINDERDROP AND PARENT USER. Kinderdrop only connects Parent Users with Providers and facilitates the ability for Parent Users to reserve bookings with Providers and pay for said services. FOR GREATER CERTAINTY, KINDERDROP IS NOT RESPONSIBLE FOR NOR DOES KINDERDROP DIRECTLY PROVIDE CHILD CARE OR DAYCARE SERVICES TO/FOR PARENT USERS NOR ARRANGE FOR THE PROVISION OF CHILD CARE OR DAYCARE SERVICES BY A THIRD PARTY.
3.3 RELATIONSHIP BETWEEN KINDERDROP AND PROVIDER. Kinderdrop only connects Parent Users with Providers and facilitates the ability of Parent Users to reserve bookings with Providers and pay for said services. FOR GREATER CERTAINTY, KINDERDROP IS NOT RESPONSIBLE FOR THE PROVISION OF CHILD CARE SERVICES OR DAYCARE SERVICES BY A PROVIDER NOR IS KINDERDROP RESPONSIBLE FOR OVERSEEING OR APPROVING PROVIDERS OR THEIR EMPLOYEES, PREMISES OR SERVICES.
4. PAYMENT TERMS
4.1 Fees. There are no fees to register for the Kinderdrop Services as a Parent User. However, Kinderdrop charges a fee of $2.95, plus applicable taxes, to Parent Users for each Booking (“User Fee”). Kinderdrop does charge an annual platform fee for each Provider. In addition to the User Fee, Kinderdrop retains 25% of the proceeds from each Booking organized through the Services as a fee (plus applicable taxes) payable to Kinderdrop for the use of the Kinderdrop platform and processing services (the fee is deducted from the Booking proceeds paid by the Parent User). If you list your child care facility or daycare as a Provider on the Services, you agree that Kinderdrop shall collect and hold the proceeds from any Bookings organized through the Services, deduct the fees payable to Kinderdrop (“Kinderdrop’s Fees”), plus applicable taxes and pay the net proceeds to you on a monthly basis. Providers are responsible for setting and updating the fees charged for child care or daycare services offered through the platform (“Provider Fees”). Kinderdrop may, in its sole and absolute discretion, change any of the aforementioned fee(s) in accordance with the Terms of Service provision in section 1.2 of these Terms.
4.2 Cancellation and Refund. Cancellation of a Booking may incur a cancellation fee. Parent Users who cancel a Booking within 48 hours of the appointment will be subject to a cancellation fee of 50% of the cost of the Booking. Parent Users who cancel a Booking within 24 hours of the appointment will be subject to a late cancellation fee of 100% of the cost of the Booking. The late cancellation fee, (less the User Fee) will be credited to the applicable Provider. If a Provider cancels a Booking, any fee paid by the Parent User in relation to that Booking will be credited to the Parent User and the Provider will be charged a cancellation administration fee of $15.00 plus applicable taxes. Notwithstanding the foregoing, any refund provided to a Parent User upon cancellation shall be net (and therefore not include) any applicable Payment Processor service charges and/or any other third party charges or fees.
4.3 Payment Method. In order to use the Services as a Provider or make purchases through the website as a Parent User, Kinderdrop requires Users to provide approved Billing Information. Users hereby agree that all payments will be processed using Kinderdrop’s third-party Payment Processor, Stripe, and that all such payments will be governed by the Payment Processor’s terms and conditions available at https://stripe.com/ca/legal or as otherwise published by the Payment Processor.
4.5 Provider Taxes. Providers are responsible for determining the amount of applicable taxes to be charged on Provider Fees received in respect of Bookings and are responsible for posting such fee, inclusive of all applicable taxes, on the Platform. Accordingly, Kinderdrop is not responsible for calculating, reporting, remitting and/or withholding any applicable federal, provincial, goods, services, value-added, municipal or other taxes associated with the Provider’s services rendered or income earned. Any and all liability arising out of a failure to remit, withhold or pay any applicable federal, provincial, goods, services, value-added, municipal or other taxes associated with the Provider’s services shall be the sole responsibility of the Provider.
5. LICENSE; INTELLECTUAL PROPERTY
5.1 License. Subject to your compliance with these Terms and your payment of any of Kinderdrop’s Fees owed hereunder, Kinderdrop grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Services, and (b) download, install and use one copy of the App on each mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. The License does not grant any ownership or security rights or title in any intellectual property right related to the App or Platform. Except as explicitly provided herein, nothing in the Terms gives you a right to use the Kinderdrop names, trademarks, logos or other distinctive brand features without our prior written consent.
5.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Kinderdrop Content”), and all intellectual property rights related thereto, are the exclusive property of Kinderdrop and its licensors. Use of the Kinderdrop Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
5.3 Feedback. You may choose to or we may invite you to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Kinderdrop under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone.
5.4 User Content. Kinderdrop does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the Kinderdrop Website, App or Service, including but not limited to reviews, photos, and comments (“User Content”). However, by using the Website, App and/or Services, you grant Kinderdrop a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of operating the Website, App and Services.
Kinderdrop may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the Kinderdrop Website and the Services only for purposes as permitted by these Terms. Kinderdrop reserves the right to modify or impose any limitations on the use of the Kinderdrop Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any use of the Kinderdrop Platform at any time without any liability whatsoever. In using the Kinderdrop Website and/or the Services you shall not:
7. ASSUMPTION OF RISK
At all times while a Provider uses the Services and/or maintains a Provider Account, and for a period of one (1) year thereafter, Provider shall procure and maintain, at its sole cost and expense, the types and amounts of insurance in the greater of: (i) as required by applicable governing legislation and regulations (including but not limited to, the Child Care and Early Years Act, 2014 for a Provider located in the Province of Ontario); (ii) in accordance with industry standards; or (iii) Five Million Dollars ($5,000,000.00) in the aggregate. Notwithstanding the foregoing, a Provider shall carry in full force and effect at least the following types of insurance coverage:
(a) Commercial general liability with limits no less than Five Million Dollars ($5,000,000.00) for each occurrence and Five Million Dollars ($5,000,000.00) in the aggregate, including bodily injury and property damage, which policy will include contractual liability coverage insuring the activities/business of the Provider under this Agreement;
(b) A worker's compensation and insurance account in good standing with the applicable provincial workers' compensation board, as applicable; and
(c) Commercial automobile liability with limits no less than Five Million Dollars ($5,000,000.00), combined single limit for each occurrence involving personal injuries and/or property damage.
(a) be issued by financially sound and reputable insurance companies;
(b) provide that such insurance carriers give Kinderdrop at least 90 days' prior written notice of cancellation or non-renewal of policy coverage; provided that, before such cancellation, the Provider shall have new insurance policies in place that meet the requirements of this Article;
(c) waive any right of subrogation of the insurers against Kinderdrop; and
(d) name Kinderdrop, and any of its affiliates, including, in each case, all successors and permitted assigns, as additional insureds.
This Article shall not be construed in any manner as waiving, restricting, or limiting the liability of Provider for any obligations imposed under these Terms (including any provisions requiring a Provider to indemnify, defend, and hold Kinderdrop harmless under these Terms).
Whether you are a Parent User or a Provider, you agree to defend, indemnify and hold Kinderdrop, its affiliates, subsidiaries, directors, officers, shareholders, employees, agents, partners and licensors harmless from any claim, loss, damages, actions, judgments, interest, awards, penalties, fines, costs, liability or demand, including reasonable legal fees, (collectively, “Claims”) relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons to whom you send or otherwise transmit links or any content regarding using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property rights or privacy rights; (f) your negligence of willful misconduct; (g) your violation of any contract you enter into with another User of the Service; (h) your provision of child care or daycare services, as applicable; and (i) any bodily injury, harm, loss, death, or damage to property resulting from your acts or omissions. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services and continue indefinitely.
10. TERM; TERMINATION
10.1 Termination by Kinderdrop. Kinderdrop may, at any time and at its sole discretion, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Kinderdrop Website, App or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Kinderdrop in its sole discretion, and Kinderdrop will not be responsible to you or any third party for any damages of any kind whatsoever (including direct, indirect, incidental, exemplary or special damages with respect to loss of data or profits or goodwill or business interruption) that may result or arise out of such termination or suspension of your Account and/or access to the Services.
10.2 Closing of Account by User. At any time a User may terminate the User’s account, provided that all amounts owed to Kinderdrop have been paid.
11. THIRD-PARTY CONTENT
11.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from both Providers and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Kinderdrop shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
11.2 Links. The Website and App may contain links to other websites that are not owned or controlled by Kinderdrop. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Kinderdrop of that third party, third-party product or service. Kinderdrop is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that Kinderdrop endorses or accepts any responsibility for the content or use of such websites, and you hereby release Kinderdrop from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
12. DISCLAIMER OF WARRANTIES AND CONDITIONS
13. LIMITATION OF LIABILITY
FOR ANY DAMAGES INCURRED BY ANY PERSON OTHER THAN A PROVIDER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) ONE THOUSAND FIVE HUNDRED CANADIAN DOLLARS ($1500) OR (B) ALL KINDERDROP’S FEES (IF ANY)PAID BY THE RELEVANT PARENT USER (IF APPLICABLE) IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR
FOR ANY DAMAGES INCURRED BY A PROVIDER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) ONE THOUSAND FIVE HUNDRED CANADIAN DOLLARS ($1500) OR (B) ALL FEES SAID PROVIDER RECEIVED FROM KINDERDROP IN THE 1 MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY);
THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14. GOVERNING LAW; JURISDICTION
The legal seat of arbitration shall be Toronto, Ontario, Canada.
There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by the respondent of the request for arbitration or in default thereof appointed by a judge of the Ontario Superior Court of Justice.
The language of the arbitration and award shall be English.
The parties shall equally share the fees of the arbitrator and the facility fees.
The parties shall each bear their own legal costs and expenses of the arbitration.
Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law.
The entire arbitration process, including but not limited to the decision of the arbitrator, shall be confidential.
16. ENTIRE AGREEMENT
17. ENGLISH LANGUAGE
19. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Kinderdrop Website, App or the Services, please contact us at: [email protected].
Last Modified: August 29, 2023