TErmS & COnDITIOnS
This Virtual Sitter Client Agreement (“Agreement”) by and between Nounou Nanny, LLC (“Nounou Nanny” or “Provider”) a Virginia Limited Liability Company (“LLC”) with its principal place of business located in Alexandria, VA and the Client (“Client”) individually referred to as (“party”) or collectively referred to as (“parties”).
WHEREAS, Provider is in the business of providing virtual childcare services (“Virtual Services”) by Provider vetted virtual caregivers (“Virtual Caregivers”);
WHEREAS, the Client hereby acknowledges and agrees through the purchase of Virtual Services from the Provider, Client understands, and concurs with all of the terms and conditions set forth herein;
WHEREAS, the parties acknowledge and agree Virtual Services are not classified as babysitting services, rather such Virtual Services are a means of child entertainment, education, and collaboration;
WHEREAS, Client acknowledges and agrees by accepting the terms and conditions of this Agreement, they will maintain appropriate supervision, control, and oversight of their children during the entire Virtual Services session;
WHEREAS, Client desires to engage Provider to provide such Virtual Services; and
WHEREAS, Client agrees to pay Provider for such Virtual Services in accordance with Provider’s payment schedule;
NOW THEREFORE, the parties hereto agree as follows:
1. Scope of Virtual Services: Based upon Client provided information, Provider shall use reasonable industry standards and business efforts to identify a suitable and appropriate Virtual Caregiver. The Provider shall:
(a) Personal Interview - Conduct interviews of potential candidate Virtual Caregivers to determine character, suitability, and overall appropriate match with Client needs. Provider will use reasonable efforts to determine whether the material information supplied by the Virtual Caregiver is consistent with information obtained from the Virtual Caregiver’s references and information obtained through the background check. Information obtained through the interview process and reference check will be provided to the Client upon written request.
Client hereby acknowledges and agrees Provider does not possess the ability to independently verify and validate any information provided by the Virtual Caregiver, Virtual Caregiver references, or the company providing Virtual Caregiver background screening. Client further acknowledges and agrees it is the Client’s ultimate responsibility to check Virtual Caregiver’s references.
(b) Minimum Requirements – Provider will ensure Virtual Caregiver meets the following minimum requirements:
i. Minimum of 17 Years of Age
ii. High School Graduate or Older
iii. Minimum 2 Years Childcare Experience
iv. 3 Positive and Relevant Childcare References
(c) Background Investigation - Conduct candidate Virtual Caregiver background investigation for the following:
i. Federal and State Criminal Background Check
ii. National Sex Offender Registry Check
iii. US Citizenship Validation
iv. Professional Reference Check
(d) Client hereby acknowledges and agrees Provider does not possess the ability to independently verify and validate any information, provided by the background checks. Client further acknowledges and understands although background checks are useful tools in screening out undesirable Virtual Caregivers, no background check can be guaranteed to be 100% accurate.
(e) Client hereby acknowledges and agrees they are solely responsible for their ability to access the Virtual Services through the Provider’s streaming platform or system to include Client’s computer equipment, network, internet provider, software, or any other hardware, software, or firmware required for Client to connect with Provider’s Virtual Services.
2. Independent Contractor: Client hereby understands and acknowledges that Provider is an independent contractor and neither an employee nor agent of the Client. Client further understands and acknowledges Virtual Caregiver is not an employee or agent of Provider. It is Client’s sole responsibility to hire Virtual Caregiver as either an employee or independent contractor as appropriate.
3. Indemnification: Client agrees to defend, indemnify, and hold harmless:
(a) Provider, its owners, officers, directors, agents, employees, consultants, and affiliates against any loss, damage, or expense arising out of any act or omission relating to this Agreement, the Provider’s Services, and/or acts or omissions by the Virtual Caregivers.
(b) Client further indemnifies and shall hold harmless Provider for (i) any and all claims by Virtual Caregiver due to the acts or omissions of Client or Client Affiliates to include discrimination, harassment, negligence, or intentional torts or crimes of any kind. Client Affiliates are defined as Client’s child, Client’s children, or third parties who are present during the Virtual Services by any Client’s act or omission; (ii) Client’s or Client’s Affiliates use, misuse or inability to utilize the Virtual Services; (iii) any material the Client or Client’s Affiliates post, submit, or transmit through the use of the Virtual Services; (iv) Client’s or Client’s Affiliates violation of this Agreement and/or Client or Client’s Affiliates violating the rights of any third party in connection with the Virtual Services; (v) Client’s or Client’s Affiliates interaction or conduct towards any other User of Virtual Services or the Virtual Caregiver; Client’s or Client’s Affiliates violation of any applicable law, rules, or regulations; or (vi) information contained in any background or verification report, regardless of whether ordered by Provider, Client, or third party.
(c) Client hereby represents and warrants they have parental or legal guardianship rights for any child who receives Virtual Services and has authority to allow any such child to receive such Virtual Services.
(d) Client agrees to cooperate as reasonably necessary in the defense of any such claims. Provider reserves the right, at its own expense, to assume exclusive control over the defense of such claims subject to Client’s indemnification.
(e) In no event shall Provider be liable for any damages in law or equity that exceeds the amount paid by the Client under this Agreement. This provision shall be binding upon the Client, Client’s heirs, assigns, agents, successors, employees, and family members.
4. Setoff Disallowed: Client hereby understands and acknowledges Provider fees are separate and distinct from any and all Virtual Caregiver liability. Client hereby waives any and all right to set off any and all fees due to Provider in which Client has either made payment directly to Caregiver, or in which Client seeks any damages in law or equity against Caregiver.
5. Non-Solicitation and Non-Compete: Client hereby understands and acknowledges that Provider has made significant investment in its processes, procedures, and Virtual Caregiver contacts and considers all such investments as intellectual property. As such Client hereby warrants and covenants that they will not directly or indirectly hire, solicit for hire, for the Client or any third party, any Virtual Caregiver. Client hereby acknowledges and agrees to honor the terms and conditions of this Section 5 for a period of three years from the last date in which Client utilized the Virtual Caregiver’s services. Client further agrees a breach of this Section 5 would cause irreparable harm to Provider in which damages could not easily be assessed and therefore Client agrees liquidated damages are appropriate in the amount of $4,200.00 plus attorney’s fees, costs, and collection costs.
6. Choice of Law: This Agreement and any modifications or amendments thereto shall be governed according to the laws of the Commonwealth of Virginia without giving rise to its conflict of law’s provisions. Furthermore, the Parties agree to the personal jurisdiction and exclusive venue of the courts located in Fairfax County Virginia.
7. Entire Agreement: This Agreement contains the entire agreement between the Parties and may only be modified, amended, or supplemented by a written instrument signed by the Parties hereto.
8. Enforceability: In the event any part of this Agreement is found to be invalid or unenforceable, the remaining provisions hereof shall be given effect and the invalid or unenforceable provision shall be deemed modified to reflect the expressed intent of the Parties most closely through a valid and enforceable construction of the provisions hereof.
9. Nondiscrimination: Provider is an equal opportunity agency and in the performance of this Agreement, neither Party shall discriminate on any impermissible basis, including race, religion, color, national origin, age, sex, or disability.
10. Legal Review: Client acknowledges that they have had the opportunity to seek legal counsel prior to entering into this Agreement.