Terms of Use

TERMS OF USE

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

The website www.hellofyv.com (the “Site”) and the fyv mobile application (the “App”) (the Site and App are collectively referred to herein as the “Platform”) are owned and operated by Fyv, Inc. (“fyv”, “we”, “our” or “us”). The Platform, among other things, provides an online marketplace for licensed child care providers (each, a “Care Provider”) to create profiles and offer child care services (“Child Care Services”) to and transact directly with interested parents and legal guardians (each, a “Care Seeker”). These Care Seeker Terms of Use, together with any documents expressly incorporated herein, including but not limited to our Privacy Policy (collectively, this “Agreement”), constitute a binding contract between us and the individual accepting this Agreement (“you” or “your”). In consideration of us granting you access to the Platform and the information contained therein, and in order to use the Platform, you must read and accept all of the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not accept this Agreement and you will not be permitted to use the Platform or exercise any of the other rights set forth herein.

Subject to the terms set forth herein, we may, in our sole discretion, amend this Agreement at any time by posting a revised version on the Platform. Modifications to this Agreement will be effective as of the date set forth above. It is your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications.

1. USE OF THE PLATFORM AND FYV CONTENT

1.1 We make the Platform available to enable Care Providers and Care Seekers to find and transact directly with each other. We do not introduce Care Providers to Care Seekers and you alone are responsible for your use of the Platform. We may allow you to access and view content that we make available on or through the Platform, including our proprietary content and any content licensed or authorized for use by or through us from a third-party (collectively, “fyv Content”). You may only use the Platform and fyv Content in accordance with the terms of this Agreement.

1.2 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform and your purchase of Child Care Services. In connection with your use of the Platform, you will not and will not assist or enable others to:

(a) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or this Agreement;

(b) use the Platform or fyv Content for any purposes that are not expressly permitted by this Agreement or in a manner that falsely implies our endorsement, partnership or otherwise misleads others as to your affiliation with us;

(d) use the Platform to circumvent any fees owed to us; if you do so, you acknowledge and agree that you: (i) would be in breach of this Agreement; (ii) accept all risks and responsibility for such payment, and (iii) hold us harmless from any liability for such payment;

(e) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

(f) use, display, mirror or frame the fyv Content, Care Provider Content, or any individual element within the Platform, and you will not use our or any Care Provider’s trademark, logo or other proprietary information, without the appropriate party’s express written consent;

(g) dilute, tarnish or otherwise harm our brand in any way, including through unauthorized use of fyv Content or Care Provider Content, registering and/or using “fyv”, “find your village”, or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to our domains, trademarks, taglines, promotional campaigns or fyv Content;

(h) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;

(i) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by us or any of our providers or any other third-party to protect the Platform;

(j) modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Platform or fyv Content;

(k) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform or that could interfere with any other party’s use and enjoyment of it;

(l) export, re-export, import, or transfer the Platform except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or

(m) use access to the Platform to develop products, systems or services similar to or competitive with the Platform.

1.3 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) download and/or use the Platform, and (b) access and view any fyv Content made available on or through the Platform and accessible to you, solely as contemplated herein.

1.4 The Platform and fyv Content may in its entirety or in part be protected by copyright, trademark, and/or other laws. You acknowledge and agree that the Platform and fyv Content, including all associated intellectual property rights, are the exclusive property of fyv and/or our licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or fyv Content. All trademarks, service marks, logos, trade names, and any other source identifiers of fyv used on or in connection with the Platform and fyv Content are trademarks or registered trademarks of fyv. Trademarks, service marks, logos, trade names and any other proprietary designations of third-parties used on or in connection with the Platform or fyv Content are used for identification purposes only and may be the property of their respective owners.

1.5 The Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. We are not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services. If you access or download the App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

1.6 Due to the nature of the Internet, we cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. We may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. We may improve, enhance and modify the Platform and introduce new features and services from time to time.

2. RELATIONSHIP WITH CARE PROVIDERS AND FYV

2.1 When Care Seekers pay Care Providers for Child Care Services through the Platform, the Care Seekers and Care Providers are entering into a contract directly with each other (each, a “Service Contract”). We do not become a party to or other participant in any Service Contract or other contractual relationship between Care Seekers and Care Providers nor do we act as an agent in any capacity for any Care Seeker or Care Provider. We will not have any liability or obligations under or related to any Service Contracts and/or Child Care Services.

2.2 Without limitation, you are solely responsible for: (a) determining the suitability of Care Providers to provide Child Care Services, (b) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, and (c) paying all applicable taxes on your purchase of Child Care Services.

2.3 When using the Platform you may receive or otherwise have access to information and content provided by Care Providers (“Care Provider Content”). We do not make any representations about or guarantee the truth or accuracy of any Care Provider Content and we do not verify or pre-screen any Care Provider Content or Care Providers. We take no responsibility and assume no liability for any Care Provider Content accessible through the Platform, for any interaction with any Care Providers, for any Child Care Services performed or for any loss or damage thereto or in connection therewith. Your use of Care Provider Content shall be subject to the terms of this Agreement and any Service Contracts you enter into with such Care Providers. YOU HEREBY WAIVE ANY AND ALL STATUTORY, LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY ACTION OR INACTION ARISING OUT OF OR RELATED TO ANY: (A) INTERACTION WITH A CARE PROVIDER, (B) SERVICE CONTRACT, OR (C) CHILD CARE SERVICES.

2.4 Each Care Provider’s relationship with us is limited to that of an independent, third-party contractor, and not an employee, agent, joint venturer or partner of ours for any reason. Each Care Provider acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of us.

3. YOUR CONTENT

3.1 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any of your content (“Care Seeker Content”) on or through the Platform, you grant to us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to the Care Seeker Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner for the purpose of providing or promoting the Platform, in any media whatsoever. Insofar as the Care Seeker Content includes personal information, such personal information will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, we do not claim any ownership rights in any of the Care Seeker Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use or exploit the Care Seeker Content.

3.2 You are solely responsible for all Care Seeker Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all Care Seeker Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to the Care Seeker Content, as contemplated under this Agreement, and (b) neither the Care Seeker Content nor your posting, uploading, publication, submission or transmittal of the Care Seeker Content or our use of the Care Seeker Content (or any portion thereof) as contemplated under this Agreement will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3.3 You will not post, upload, publish, submit or transmit any Care Seeker Content that: (a) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive, (b) is defamatory, libelous, obscene, vulgar, or offensive, (c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (d) is violent or threatening or promotes violence or actions that are threatening, or (e) promotes illegal or harmful activities or substances. We may, without prior notice, remove or disable access to any Company Content that we find to be in violation of applicable law, this Agreement, or otherwise may be harmful or objectionable to us, the Care Seekers, or third-parties.

4. REGISTRATION AND ACCOUNT ELIGIBILITY

4.1 To access and use certain parts of the Platform, you must register for an account (an “Account”). There is no fee to create an Account, however, we reserve the right to charge such a fee in the future.

4.2 To register for an Account or use the Platform, you hereby represent and warrant that you: (a) will use the Platform for your personal use only, (b) will provide accurate, current and complete information during the registration process and keep your Account information up-to-date at all times, (c) have all rights, licenses, consents and releases that are necessary to provide us with the information you provide during registration, (d) will not register more than one (1) Account unless we authorize you to do so, (e) will not assign or otherwise transfer your Account to another party, and (f) have the right, authority and capacity to enter into this Agreement.

4.3 You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third-party. You must immediately notify us if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Account. You are liable for any and all activities conducted through your Account.

4.4 When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, the verification of one or more official government or legal documents that confirm your identity.

5. FEES

5.1 The payment of all fees charged by a Care Provider to you for Child Care Services (the “Child Care Fees”) must take place within the Platform. The Child Care Fees are subject to the Service Contract you enter into with a Care Provider. You will be liable for any taxes required to be paid on the Child Care Services purchased through the Platform. When you provide us with a payment method, you authorize us, or third-party service providers acting on our behalf, to store your payment credential for future use in the event you owe any money.

5.2 You represent and warrant that (a) the payment information, including credit card or bank account information, you supply to us is true, correct and complete, (b) you are duly authorized to use such credit card or bank account for the purchase, and (c) charges incurred by you will be honored by your bank and/or credit card company. Any payment information provided through the Platform will be treated by us in accordance with the terms of this Agreement (including our Privacy Policy).

6. TERMINATION AND SUSPENSION

6.1 You may discontinue your use of the Platform at any time and we may terminate your access to the Platform and remove any Care Seeker Content for any or no reason to the extent permissible under applicable law. Termination of access to the Platform will not release you from any obligations you incurred prior to the termination and we may retain and continue to use any information, including, but not limited to, Care Seeker Content previously provided by you.

6.2 If we believe you are misusing the Platform or violating the letter or spirit of this Agreement, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your Account(s) and access to the Platform, remove any Care Seeker Content, and take technical and/or legal steps to prevent you from using the Platform. Additionally, we reserve the right to refuse or terminate access to the Platform to anyone for any reason at our discretion to the full extent permitted under applicable law.

6.3 Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to the Care Seeker Content you keep on the Platform and that that any closure of your Account may involve deletion of any Care Seeker Content stored in your Account for which we will have no liability whatsoever. We, in our sole discretion and as permitted or required by law, may retain some or all of the Care Seeker Content.

6.4 After the termination of this Agreement, the terms of this Agreement that expressly or by their nature contemplate performance after termination will survive and continue in full force and effect. This includes, but is not limited to, any waivers, disclaimers, protecting intellectual property, indemnification, payment of fees, confidentiality, and limitations of liability. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you or us from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

7. DISCLAIMER

7.1 IF YOU CHOOSE TO USE THE PLATFORM OR ANY FYV CONTENT, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE PLATFORM AND FYV CONTENT IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO READ THE TERMS OF THIS AGREEMENT AND YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY US RELATING TO THE PLATFORM. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. LIMITATION OF LIABILITY AND RELEASE

8.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and fyv Content, your purchase and receipt of Child Care Services or any other interaction you have with Care Providers, whether in person or online, remains with you. Neither fyv nor any other party involved in creating, producing, or delivering the Platform or fyv Content will be liable for any incidental, special, exemplary, or consequential damages, including, but not limited to, lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (a) this Agreement, (b) from the use of or inability to use the Platform or fyv Content, (c) from any communications, interactions or meetings with any Care Providers or other persons with whom you communicate, interact or meet with as a result of your use of the Platform, or (d) from your purchase and receipt of Child Care Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not a party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will our aggregate liability arising out of or in connection with this Agreement and your use of the Platform or any fyv Content, exceed one hundred U.S. dollars (US$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between fyv and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

8.2 In addition to the recognition that we are not a party to any Service Contract, you hereby release us, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with a Care Provider, whether it be at law or in equity. This release will not apply to a claim that we failed to meet our obligations under this Agreement.

9. INDEMNIFICATION

9.1 To the extent permitted by applicable law, you agree to release, defend, indemnify, and hold us and our subsidiaries, officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (a) your access to or use of the Platform or any fyv Content, (b) your breach of this Agreement, (c) the Care Seeker Content, or (d) your interaction with any Care Provider, including, but not limited to, any Service Contracts.

10. CONFIDENTIAL INFORMATION

10.1 By virtue of this Agreement, each party may have access to information that is confidential or proprietary to the other (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including, but not limited to product specifications and fees. The party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. The Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to any third-party except to its employees, agents, contractors, and advisors who have a legitimate need to know such information and who are already legally bound to maintain its confidentiality under terms at least as protective as those set forth herein. Confidential Information shall not, however, include any information which (a) is publicly known and is made generally available through no fault of the Receiving Party, (b) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records, (c) is obtained by the Receiving Party from a third-party without a breach of such third-party’s obligations of confidentiality, or (d) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s written records. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

11. CHOICE OF LAW AND VENUE

11.1 This Agreement and your access to and use of the Platform and fyv Content are all governed by United States federal law and the laws of the State of New Jersey, without regard to any choice of law provisions that would refer to and/or apply the substantive laws of another jurisdiction.

11.2 Any legal action or proceeding relating to this Agreement or your access to or use of the Platform or fyv Content shall be instituted only in a state or federal court located in the State of New Jersey and both parties agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

12. NOTICES

12.1 Any notice or other document or communication from you required or permitted hereunder will be deemed to have been duly given only if in writing and delivered via email to [email protected]. Notices to us shall be deemed delivered when we actually receive it.

12.2 Any notice or other document or communication from us required or permitted hereunder will be sent to the e-mail address that you provide when you register for an Account. Such notice will be deemed received by you the business day after the e-mail is sent, whether or not you provided an accurate or current e-mail address. Should you elect to send or receive e-mail communications of any kind to or from us, you represent and warrant to us that your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions.

13. FEEDBACK

13.1 We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us, through any sections of the Platform that permit communication with us, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

14. COPYRIGHT DISPUTE POLICY

14.1 It is our policy to: (a) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any third-party on our Platform, and (b) remove and discontinue service to repeat offenders. We have adopted a policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.copyright.gov/legislation/dmca.pdf). This policy is available at http://www.hellofyv.com/copyright and contains instructions for contacting our Designated Copyright Agent.

15. GENERAL PROVISIONS

15.1 You acknowledge and agree that this Agreement constitutes the complete and exclusive agreement between you and fyv concerning your use of the Platform and supersedes and governs all prior proposals, agreements, or other communications.

15.2 No joint venture, partnership, employment, or agency relationship exists between you and fyv as a result of this Agreement or your use of the Platform.

15.3 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.

15.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

15.5 Our failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.

15.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. We may, without restriction, assign, transfer or delegate this Agreement and any rights and obligations hereunder, at our sole discretion, with thirty (30) days’ prior notice. Your right to terminate this Agreement at any time remains unaffected.

15.7 If you have any questions about this Agreement please email us at [email protected].

Last Updated: 6-10-2019