This Agreement governs the use of the services (the "Service") offered by NannyNanny.ca at the NannyNanny.ca Web Site (the "Site"). Please read these Terms of Use ("Terms of Use" or "Agreement") before using or continuing to use the Site. Use of the Site constitutes an agreement to all terms and conditions in this Agreement. By using this Site you represent, warrant, understand, agree to and accept all terms and conditions contained in this Agreement without modification by User. You may not use the Service if you are under the age of 18 or you are not able to form legally binding contracts, or if your membership has been suspended by Us. Please read this Agreement carefully before registering for the Service. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER FOR THE SERVICE. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY US AT ANY TIME, EFFECTIVE UPON NOTICE TO YOU, WHICH NOTICE SHALL BE DEEMED TO HAVE BEEN PROVIDED UPON OUR POSTING OF THE CURRENT VERSION OF THIS AGREEMENT ON THE SERVICE. FAILURE TO TERMINATE YOUR ACCOUNT BEFORE THE EFFECTIVE DATE OF THE REVISED VERSION WILL CONSTITUTE ACCEPTANCE BY YOU OF TH REVISED VERSION OF THE TERMS OF USE.

"Agreement" means the agreement between You and Us incorporating these terms and conditions for the provision of the Service, as amended from time to time in the manner set forth herein;

"We, Us, Our" means NannyNanny.ca.; and

"You, Your, Yourself" means the person who registers for the Service, accepts the terms and conditions of this Agreement and whose application for membership of the Service is accepted by Us.

ELIGIBILITY: MINORS MAY NOT BECOME MEMBERS. By becoming a Member, You represent and warrant that You are at least 18 years old. By using the Service, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your membership for the Service is for Your sole, personal use. You may not authorize others to use Your membership, and You may not assign or otherwise transfer Your account to any other person or entity.

GENERAL TERMS: NannyNanny.ca Connects Care Givers and Employers. NannyNanny.ca is a directory platform for enabling the connection between individuals seeking services ("Employers") and/or individuals seeking to provide services ("Care Givers") (collectively, "Users"). Users do hereby represent, understand and expressly agree that NannyNanny.ca does not have liability for or control over the genuineness of Users or the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Care Givers, nor of the authenticity, integrity, responsibility or any of the actions whatsoever of the Employers. All Users do hereby expressly agree not to hold NannyNanny.ca (or NannyNanny.ca's agents, assigns, representatives, advertisers or employees) liable for any instruction, advice, act, omission, or services delivered which originated through the Site and NannyNanny.ca expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

TRANSACTIONS: Users of the Site contract between themselves. In no way is NannyNanny.ca involved in transactions for care services to be rendered by any User. If there are any issues concerning advice and/or service received or payment due, Users must deal directly with the other User to resolve any disputes. NannyNanny.ca will not be held responsible and expressly disclaims any liability whatsoever for any claims and/or controversies that may arise for any disputes between any Users. By using this Site, you do hereby represent, understand, and expressly agree to hold NannyNanny.ca harmless for any claim or controversy that may arise from any disputes between Users of the Site. NannyNanny.ca will make a good faith effort to terminate Users if a background check report indicates that the User does not meet the Eligibility Conditions and NannyNanny.ca reserves all of its rights to remove material objectionable to NannyNanny.ca. By using this Site, you do hereby agree to report any alleged improprieties of any Users to NannyNanny.ca immediately by notifying NannyNanny.ca of the same via electronic correspondence at support@NannyNanny.ca.

YOUR USE OF THE SERVICE: As a Member, you agree that:

• You will not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others.
• You will not publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
• You will not use the Site for any purpose which is in violation of local, provincial, national, or international law.
• You will not upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
• You will not advertise or offer to sell any goods or services for any commercial purpose on the Site which are not relevant to the services offered on the Site.
• You will not impersonate another person or allow any other person or entity to use User's identification to post or view comments.
• You will not download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Site.
• (You will not restrict or inhibit any other User from using and enjoying the Site. When speaking to Our customer service employees on the telephone or communicating with them by any other means, You agree not to be abusive, obscene, profane, offensive, sexually oriented, threatening, harassing or racially offensive. Should any of Our customer service employees feel, at any point, threatened or offended by Your conduct, We reserve the right to immediately terminate Your membership and You shall not be entitled to the refund of any subscription payments We have received from You.

ELIGIBILITY CERTIFICATION: By becoming or attempting to become a Care Giver or Employer, or by using this site, every User certifies that the User meets and will continue to meet the following conditions for as long as the user uses the Site or service:

• The User is at least 18 years old and is legally authorized to work within Canada;
• The User has not been convicted of a crime of any nature, including any felony or any misdemeanor of any kind, and has not been convicted of any sexual offenses; and
• The User further represents that User is not currently out on bail or on User's own recognizance pending trial, relating to any criminal charges or sexual offenses of any kind.

Each User makes the above certification and agrees that (a) NannyNanny.ca may rely on it as true, and (b) may change the conditions from time to time and require new certifications. Users acknowledge that NannyNanny.ca does not have actual knowledge that the Eligibility Certification is true. Also, the background checks may not include information regarding traffic violations and NannyNanny.ca does not make decisions based on traffic violations or infractions. Accordingly, if driving will be part of a Care Giver's services, the Employer may wish to ask the Care Giver to obtain and share a current copy of the Care Giver's driving record from the relevant Ministry of Transportation. Care Givers and Employers agree to make their own decisions and assessments about persons they employ. NannyNanny.ca does not independently verify that any or all of the Eligibility Conditions are met by any User. NannyNanny.ca does not obtain background check reports on Care Givers who use NannyNanny.ca. Users agree that NannyNanny.ca does not undertake to conduct its own independent investigation or inquiry. It is up to Users who are the subject of the reports to ensure their accuracy by exercising their rights under laws applicable to the credit agencies furnishing reports or to discuss with their potential employer or employee lawful details relevant to employment.

If NannyNanny.ca becomes aware (such as through an Employer or through a background check provided by the User) that an Eligibility Condition is not met or appears not to be met, NannyNanny.ca may terminate the User without notice or refund and each User agrees to make no further use of the Site or Service after termination. NannyNanny.ca reserves the right (but does not undertake any duty) to take appropriate legal action, including without limitation, the pursuit of civil, criminal, and/or injunctive redress. NannyNanny.ca hereby disclaims, and each User agrees NannyNanny.ca shall have not have, any liability whatsoever for: (1) any inaccuracy of a User's Eligibility Certification or any information or inaccuracy in any background check report, other consumer report, identity report or other report from a Verification Service, or (2) misstatements and/or misrepresentations made by any User of this Site. Users hereby represent, warrant, and agree to indemnify, defend and hold NannyNanny.ca harmless from and against the foregoing.

THIRD PARTIES & ADVERTISEMENTS: Links or advertisements from NannyNanny.ca to other sites on the Web do not constitute the endorsement by NannyNanny.ca of those sites or their content. User acknowledges that these links are provided as an information service, for reference and convenience only. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. User acknowledges that NannyNanny.ca does not control such websites, and is not responsible for their content, or services provided by them, and that the existence of such links on the Site to such websites (including without limitation external websites that are framed by the NannyNanny.ca Site as well as any advertisements displayed in connection therewith) does not mean that NannyNanny.ca endorses any of the material on such websites, or has any association with their operators. Users further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by NannyNanny.ca's Terms of Use and Privacy Policy. User agrees that User accesses such third-party websites at User's own risk. NannyNanny.ca expressly disclaims any liability derived from the use and/or viewing of any websites or other material associated with links that may appear on this Site. All users do hereby agree to hold NannyNanny.ca harmless from any liability that may result from the use of links that may appear on the Site.

ACCOUNT INFORMATION: All Users do hereby agree to be the sole, authorized user of their account, and to be responsible for all use of their account. NannyNanny.ca has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should any user suspect that any unauthorized party may be using their account, User does hereby agree to contact NannyNanny.ca immediately.

COMMERCIAL USE PROHIBITED: The Site is for the use of individual Users only and may not be used in connection with any commercial endeavors (other than the direct employment of a Care Giver by an Employer) without the express written consent of NannyNanny.ca in advance. Organizations, companies, and/or businesses may only register as an Agency or advertiser and may not use the Service or the Site for any illegal or unauthorized purpose, including (but not limited to) collecting usernames and/or email addresses of members by electronic or other means, unless express written permission from NannyNanny.ca is obtained in advance. NannyNanny.ca reserves the right to take appropriate legal action may be taken, including without limitation pursuing civil, criminal, and injunctive redress in the event that any User violates the terms of this section. Use of the Site is with the permission of NannyNanny.ca. NannyNanny.ca reserves the right to terminate your use of this Site at its sole discretion at any time.

SPECIFIC TERMS OF USE: NannyNanny.ca is a directory platform for enabling the connection between Users. NannyNanny.ca does not take part in the interaction between Users. NannyNanny.ca does not have control over the quality, timing or legality of services actually delivered by its Users. NannyNanny.ca makes no representations about the suitability, reliability, timeliness, and accuracy of the childcare provided by Users identified through the Site whether in public, private, or offline interactions. Due to the nature of the Internet and the difficulty of and restrictions on verifying individuals, NannyNanny.ca does not confirm that each User is who they claim to be, however, NannyNanny.ca has established a forum for Users to provide references and to conduct some screening activities. NannyNanny.ca does not assume any responsibility for the accuracy or reliability of this information or any information on this Site. NannyNanny.ca does not assume and expressly disclaims any liability that may result from the use of any information available on or through the Site or in a background check report or other consumer report or identity report.

RELEASE: If You have a dispute with one or more of our Users, you release Us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

INFORMATION PROVIDED BY USERS: Users are responsible for providing accurate, timely and complete information to NannyNanny.ca in connection with their registration for and use of the Site. NannyNanny.ca is not responsible for any claims relating to any inaccurate, untimely, or incomplete information, including but not limited to Eligibility Certifications, provided to us. Users hereby grant NannyNanny.ca an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they post in Public Areas. As set forth in NannyNanny.ca's Privacy Policy, any submissions to Public Areas will be public, and NannyNanny.ca will not be responsible for the action of Users with respect to any information or materials posted in Public Areas.

BILLING AND PAYMENT POLICY: All Paid Users (Employers) selecting a paid membership to the Site, are obligated to pay for the services of the Site, unless specifically notified otherwise. The price structure may change in the future, but Paid Users lock into the rate and term of the subscription they choose upon registration. Pricing may be altered by any promotion selected at the time of registration. For all fees, NannyNanny.ca will charge the User's credit card according to the agreed-upon fee between User and NannyNanny.ca for use of the services of the Site. While NannyNanny.ca will use reasonable commercial efforts to ensure the privacy of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties. User does hereby agree to hold NannyNanny.ca harmless for any damages that may result therefrom. NannyNanny.ca will use a third party service to process credit card information. For further information regarding that service, please contact NannyNanny.ca to request information about NannyNanny.ca's credit card processing company.

REINSTATEMENT: An eligible Paid User may reinstate a subscription that has expired. A new price structure may apply at reinstatement.

RENEWAL AND CANCELLATION: Paid User subscriptions will be automatically extended for successive renewal periods at a month-by-month term at the current monthly rate. NannyNanny.ca will continue to renew subscriptions until the User requests a cancellation. If a User cancels the subscription, the User will have access to subscription benefits until the end of the then-current subscription term; the subscription will not be renewed after that term expires. However, Users will not be eligible for a prorated refund of any portion of the subscription fees paid for the then-current subscription period. All cancellations must be done through the Family portal via the "Account Information" page. An Email DOES NOT constitute cancellation under any condition. User is solely responsible to cancel his or her subscription prior to auto-renewal should subscription no longer be required.

NO LIABILITY: Users agree not to hold NannyNanny.ca, NannyNanny.ca's agents and employees, officers, directors, corporate partners, or participants liable for any advice or services delivered which originated through the Site or otherwise were provided by a User. Users release NannyNanny.ca and its agents, officers, directors, corporate partners, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with any such disputes.

TERMS OF AGREEMENT: This Agreement will become effective immediately upon any use by any User of the Site and shall remain effective unless terminated by NannyNanny.ca as provided hereunder. NannyNanny.ca may terminate this Agreement by providing the affected User or Users with written or email notice of such termination, which shall be effective immediately upon delivery of such notice to the User or Users'. Furthermore, NannyNanny.ca may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of NannyNanny.ca as posted on the Site from time to time. If NannyNanny.ca terminates a User's membership in the Service because the User has breached this Agreement, the User will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of NannyNanny.ca. Except as required by law, NannyNanny.ca is not required to provide any User with notice prior to terminating the User's membership and/or subscription. Except as required by law, NannyNanny.ca is not required to disclose, and may be prohibited from disclosing, a reason for the termination of the User's account. Even after the User's membership or subscription is terminated, this Agreement will remain enforceable against such terminated User. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

INTELLECTUAL PROPERTY: All intellectual property rights in and to the Service are and shall be owned by Us, absolutely. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Service are the property of their respective owners. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject Users to termination from the use of this Site or civil or criminal penalties. In addition, the Site contains material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of NannyNanny.ca and/or the relevant right holder.

PRIVACY: The personal information (including sensitive personal information) You provide to Us will be stored on computers and/or servers. You consent to the use this information to create a profile of interests, preferences and browsing patterns and to allow You to participate in the Service. You also agree to read, review, comply with, uphold and maintain Our Privacy Policy and the terms and conditions thereof. If you are located outside of Canada, please note that the information that you provide is being sent to Canada. By becoming a Member of the Service, you consent to your data being sent to Canada and to such other third parties and jurisdictions as may be involved in the provision and operation of the Service.

MODIFICATIONS TO SITE: NannyNanny.ca reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or any content or information on the Site with or without notice to the User. Users have the same rights with regard to their self-generated content on the Site. Users agree that NannyNanny.ca shall not be liable to User or any third party for any modification or discontinuance of the Site.

USER ACCOUNT, PRIVACY AND SECURITY: Users are responsible for maintaining the confidentiality of any password and account number provided by themselves or NannyNanny.ca for accessing the Site, and are fully responsible for all activities that occur under User's password or account. User agrees to immediately notify NannyNanny.ca of any unauthorized use of Users's password or account or any other breach of security.

DISCLAIMERS: WE PROVIDE THE SERVICE ON AN "AS IS" BASIS AND GRANT NO WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY, IN ANY COMMUNICATION WITH OUR REPRESENTATIVES, OR US OR OTHERWISE WITH RESPECT TO THE SERVICE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE OR ERROR-FREE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY.

Although each member must agree to Our terms and conditions, We cannot guarantee that each member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of the Service by persons under the age of 18 in violation of this Agreement. Also, it is possible that other members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials through the Service and that You may be involuntarily exposed to such offensive or obscene materials. It also is possible for others to obtain personal information about You due to Your use of the Service. Those others may use your information for purposes other than what You intended. We are not responsible for the use of any personal information that You disclose on the Service. Please carefully select the type of information that You post on the Service or release to others. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.

LIMITATION OF LIABILITY: IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP. WE DO NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE SCREEN MEMBERS REGISTERING TO THE SERVICE IN ANY WAY. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, INCLUDING BY NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF THE USE OF THIS SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF YOUR COMMUNICATIONS WITH AND/OR INTERACTIONS WITH ANY OTHER USER OF THE SERVICE, OR ANY INDIVIDUAL YOU MEET VIA THE SERVICE. COMPLAINTS: To resolve a complaint regarding the Service, You should first contact Our customer service department by clicking: contact us or by calling 1-888-896-2669.

DISPUTE RESOLUTION: This Agreement is governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You agree to personal jurisdiction by and exclusive venue in the province and federal courts of the province of Ontario, City of Toronto with regard to any and all claims by you arising out of or related to the Websites.

You certify that You have read and that You agree to be bound by the terms and conditions in this Agreement and our Privacy Policy.

TERMS AND CONDITIONS OF PURCHASE
All purchases are subject to the following terms and conditions:

The current Subscriber and renewal rates offered by NannyNanny.ca are available on the "Registration" page. Current Subscribers can view their subscription plan including any applicable renewal rate and period on the "Account Information" page.

Additional terms and conditions:

• All purchases are final. No refund will be given for unused portions of your subscription period.
• Purchaser hereby agrees that subscription privileges are non-refundable in the event that Purchaser chooses to suspend or cancel his/her membership. Furthermore, no refund will be made in the event of termination of Purchaser's membership due to a violation of the Terms of Use as outlined there in. In that respect, Purchaser hereby agrees that offensive behavior towards other members or use of foul language, emails to members or in Purchaser's profile will constitute sufficient grounds for such termination of Purchaser's membership by NannyNanny.ca.
• By submitting this purchase, Purchaser hereby acknowledges, agrees and authorizes NannyNanny.ca to renew Purchaser's subscription, automatically, every month, at the guaranteed renewal rate that applies, until such time as Purchaser instructs NannyNanny.ca to stop the renewals. Renewals can be stopped by logging in as a member and clicking on "Account Information" and clicking on "Cancel Subscription".