These ChildEra Products and Services Universal Terms and Conditions (the “Terms”) control the use of our suite of products and services for managing classrooms and engaging parents (each called a “Service,” together, the “Services”). ChildEra LLC along with its affiliates like Taxmize, LLC , WageNest, LLC , Peoples Consulting, LLC, offers these Services. These Terms apply to ChildEra and the business, organization, or entity (“Customer”) named in an order form, invoice, or statement of work (“Order Form”) that mentions these Terms. Individual users authorized by ChildEra or Customer to access the Services (each, a “User”) are also bound by these Terms. If there are additional terms for specific ChildEra products or services in the Order Form, those are considered as well (each, a “Supplement”). This Agreement, comprising these Terms, any relevant Supplement(s), and the Order Form (along with any referenced documents or policies), is collectively referred to as the “Agreement.” The Agreement commences on the date specified in the Order Form (the “Effective Date”). Any terms not defined in this paragraph or in a Supplement will have the meanings ascribed to them in the following Terms.. In this Agreement, the words “include” and “including” aren't limited. By accessing or using the Services, submitting an Order Form, or clicking a button or checking a box marked “I Agree” (or similar), Customer or a Customer User confirms they've read, understood, and agree to this Agreement. They must also be legally eligible to receive the Services under US laws or other applicable laws. Users should be at least 18 years old, and if they represent a business, it must be properly organized and in good legal standing. Customers must ensure its Users follow these Terms. However, if Customer and ChildEra have a separate signed agreement for a specific Service, that agreement will govern until it expires, overriding these Terms.
ChildEra might send notifications to Users through email, written notice, or by posting on its website, as decided by ChildEra. Users can choose how they want to receive notifications, but ChildEra isn't responsible if emails get filtered by a User's system. ChildEra can update these Terms, including prices, at its discretion. By continuing to use the Services after any changes, you are agreeing to the updated Terms. If you don't agree, don't use the Services.
2.1. Users: Before using the Services, Users need to create an account with ChildEra (an “Account”). Users agree to: (a) keep their Account private and not share or transfer it to others; (b) provide accurate and complete information when registering and keep their Account details updated; and (c) keep their password safe and confidential. ChildEra can reject or cancel inappropriate passwords. Users must report any unauthorized use of their Account immediately and are responsible for all activities on their Account until they close it or report misuse. 2.2. Customer License Administrator: If a User registers an Account as a service administrator on behalf of a Customer, through our Online Order Center or another provided mechanism, (a) by accepting the Agreement, the User accepts it on behalf of all authorized Users under the Customer’s license, including employees and affiliates such as schools; and (b) the User confirms they have the authority to legally bind the Customer and grant ChildEra all permissions and licenses in this Agreement. 2.3. Account Access: Customers must ensure that access to and use of the Services comply with any limits stated in the Order Form. This includes safeguarding authentication keys and access tokens, restricting unauthorized access, and using authentication keys or access tokens only as needed to exercise Customer’s rights. Customers are responsible for all activity using authentication keys, access tokens, or User Accounts. 2.4. Account Profile: Users can manage their Account profile and interactions with the Services by adjusting settings. Users agree to receive Services-related notices via the email address provided in their Account, instead of postal mail. ChildEra may also use this email address to send other messages like updates to Service features, special offers, or newsletters related to the Services.
3.1. General: ChildEra grants Customer a limited license during the Term (as defined in Section 9.1) to access and use the Services described in the Order Form. This includes: (a) Accessing and using the Services solely according to any usage or license limitations outlined in the Order Form. (b) Installing any Software mentioned in the Order Form solely as permitted by the features of the Software, and using the Software solely for Customer's internal business purposes. (c) Accessing any and all Documentation related to the Services or Software provided by ChildEra, solely in connection with Customer’s authorized use of the Services or Software, as applicable. The Services and Associated Software are Provided to Customer Under License, Not Sale. Upon the written agreement of the parties, ChildEra may also perform additional technical, supplemental, or professional services for Customer at either ChildEra’s published pricing rates or at rates mutually agreed to in writing between Customer and ChildEra. The definition of “Services” includes various offerings specific to ChildEra’s and its affiliates’ products and services, encompassing professional services, technical support, programming, training materials, documentation, and other related services. 3.2. Usage Limitations: ChildEra’s Services may have certain restrictions, including: (a) Limits on the number of Users; (b) Limits on named (not concurrent) devices or persons; (c) Limits on the number of “Centers” (or “Centres”), defined as a building, school, unit, facility, or business operation with a unique business unit, physical, or mailing address; (d) Subscription-Specific Limits on Content Storage Capacity ChildEra will outline these limitations in the Order Form for the relevant subscription package. Any modifications to these limits that could negatively impact Customer won't apply until the start of Customer’s next subscription term, if any. 3.3. Services Updates: When using the Services, customers have the right to access all features included in the product they subscribed to in the Order Form, starting from the Order Form's effective date. ChildEra may improve and adjust the Services, introducing new ones, and will notify customers unless the changes are minor and don't affect contractual obligations. ChildEra won't make changes that significantly reduce the functionality purchased for the current subscription term. If ChildEra offers new features or enhancements, they will be advertised separately and may require additional fees. Customers acknowledge that ChildEra won't be held liable for any modifications to the Services under this section, neither to them nor to any third party. 3.4. Software Updates: The Software and Services specified in an Order Form may receive automatic updates periodically from ChildEra (or its licensors). These updates aim to enhance, improve, and further develop the Software or Service, and may include bug fixes, enhanced functions, new software modules, and entirely new versions. Customers agree to receive these updates as part of their use of the Software or Services, and permit ChildEra to deliver them accordingly. 3.5. Service Availability: ChildEra will strive to maintain the service operational at all times through commercially reasonable efforts. However, occasional maintenance may render the Services temporarily unavailable. In such instances, ChildEra will endeavor to conduct maintenance during non-business hours. Additionally, ChildEra will provide advance notice of routine maintenance. 3.6. Third Party Products and Services: While using the Services, customers may engage with or purchase goods, software, hardware, or services from third parties. Any interactions, terms, conditions, warranties, or representations are exclusively between the customer and the respective third party. ChildEra and its licensors bear no liability or responsibility for such engagements, purchases, or promotions. ChildEra or its licensors shall not be held accountable for any content, products, warranties, or materials provided by third parties. Customers acknowledge that certain third-party providers may impose additional or differing license terms or conditions before the customer can use or access their products or services. In the case of any discrepancies between the terms and conditions of third-party products or services and those outlined in this Agreement, the terms and conditions of the third-party products or services will prevail.
4.1. License to User Content: Customer grants ChildEra a fully paid-up, royalty-free, worldwide, nonexclusive right and license, including the right to sublicense, to copy, reproduce, modify, use, publicly perform, display, distribute, and create derivative works of any text, images, video, audiovisual content, works of authorship, or other materials provided by Customer on or through the Services (referred to collectively as "User Content") during the Term. This includes the authority (a) to deliver the Services to Customer and its Users as outlined in the Agreement, and (b) to undertake any other actions as instructed by Customer in writing (email considered sufficient). 4.2. Responsibility for User Content: ChildEra does not claim ownership over any User Content. The customer is fully responsible for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights of all user-generated content. Regarding User Content, Customer assures that (a) it has written consent from every identifiable individual in the User Content to use their name or likeness as per the Services and Agreement; (b) it has obtained all necessary consents required by Applicable Law to submit User Content concerning third parties; (c) User Content and ChildEra's use thereof will not breach any laws or infringe upon third-party rights, including intellectual property and privacy rights; (d) ChildEra can use User Content without any obligation for guild fees, residuals, or royalties under collective bargaining agreements; and (e) User Content is truthful and accurate. ChildEra disclaims any liability for data and content transmitted through its networks or servers, as well as for the actions or omissions of Customers or Users. 4.3. Our Right to Remove User Content: ChildEra retains the absolute authority to remove or block access to any User Content within the Services under the following circumstances: (a) to ensure the smooth operation, security, and enhancement of the Services, including fraud prevention, risk assessment, investigation, and customer support; (b) to enforce Users’ compliance with the Agreement, Applicable Law, or directives from courts, law enforcement, or governmental bodies; or (c) as outlined elsewhere in this Agreement. In the event that ChildEra identifies User Content allegedly breaching this Agreement, it reserves the right, at its sole discretion, to investigate and decide on appropriate action, without any obligation or liability to the User. Customer agrees to cooperate in good faith with ChildEra's investigations upon reasonable request.
5.1. Compliance with Data Protection Laws: Both parties recognize and agree that this Agreement is subject to and must comply with all applicable United States laws pertaining to the management of personal information, hereinafter referred to as "Data Protection Laws." 5.2. License to Customer Data: In the course of providing services to the Customer, ChildEra may handle personal information and data originating from or regarding the Customer's authorized Users, employees, existing or potential clients, or other individuals, which is gathered, submitted, posted, displayed, uploaded, or otherwise received through the Services (referred to as "Customer Data"). The Customer hereby grants ChildEra a comprehensive, royalty-free, worldwide, nonexclusive license, inclusive of sublicensing rights, to process, copy, modify, use, display, distribute, and create derivative works of all Customer Data throughout the Term. This license is granted for the following purposes: (a) facilitating the Services as outlined in the Agreement and relevant Order Form, in alignment with the Customer's written instructions; (b) enhancing the quality of ChildEra's products and services or for other operational or business objectives; (c) identifying and addressing data security incidents or preventing fraudulent or unlawful activities; and (d) enforcing ChildEra's rights under this Agreement. 5.3. Customer Data Disclosure: ChildEra commits not to disclose or sell Customer Data except as necessary for performing the agreed-upon Services or following Customer's instructions. However, this does not limit ChildEra's ability to disclose Customer Data: (a) to a subcontractor for business purposes under a written agreement ensuring confidentiality, with ChildEra liable for subcontractor actions; (b) to comply with applicable laws; (c) with Customer's or User's consent; or (d) as permitted by Data Protection Laws. 5.4. Customer Responsibilities: ChildEra does not claim ownership of Customer Data; responsibility for its accuracy, legality, and other aspects lies with the Customer. The Customer affirms having provided all necessary notices and obtained consents under Data Protection Laws for providing or allowing ChildEra access to collect Customer Data. The Customer agrees not to submit, or allow Users to submit, certain types of Customer Data, including (a) personal information of European Economic Area residents subject to GDPR, (b) data subject to additional protections under laws like GLBA, HIPAA, or COPPA, and (c) sensitive identifiers or financial information without ChildEra's prior written consent. Additionally, Customer shall not provide or permit access to Customer Data containing student educational records under FERPA unless agreeing to the Student Data Processing Addendum. 5.5. De-Identified or Anonymized Data: ChildEra may collect, analyze, and utilize De-Identified Data and/or aggregated data for various purposes, including (a) analyzing, improving, marketing, or developing products and services; (b) training predictive models; (c) conducting research; and (d) informing marketing and advertising campaigns. "De-Identified Data" refers to data, including Customer Data, usage data, or other data derived from Customer and its Users' use of the Services, from which all personal information has been removed or obscured, rendering it unable to reasonably identify individuals. ChildEra ensures technical safeguards and processes to prevent reidentification of such data. De-Identified Data is not considered "Customer Data," and ChildEra retains the right to use, store, transmit, modify, display, sublicense, and create derivative works from De-Identified Data during and after the Agreement's Term. 5.6. Hosted Data Backup: ChildEra performs daily backups of User Content and Customer Data, retaining backups for seven (7) calendar days. While efforts are made to ensure backup reliability, ChildEra does not guarantee the availability or error-free nature of backed-up databases. Upon request, ChildEra provides Customers with current database backups for verification and confirmation of backup contents and quality. 5.7. California Consumer Privacy Act: If the California Consumer Privacy Act of 2018 (CCPA) applies, ChildEra acknowledges processing personal information within Customer Data as a "Service Provider" and agrees not to use Customer Data for commercial purposes beyond performing Services as instructed by the Customer. ChildEra cooperates with Customer, at Customer's expense, to assist in CCPA compliance, including responding to access, deletion, or rectification requests beyond Customer's Service dashboard capabilities. ChildEra agrees to delete or de-identify User personal information within thirty (30) days of Customer instruction, excluding De-Identified Data, which ChildEra is not obligated to delete.
6.1. Usage Limitations: Unless specifically allowed in the Agreement, neither Customer nor Users shall, nor permit any third-party to: (a) Utilize the Services beyond the scope outlined in the Agreement or authorized by ChildEra in writing; (b) Employ the Software or Services for commercial purposes; (c) Engage in the sale, rental, lease, or time-sharing of the Software or Services; (d) Attempt to replicate the Software, Service, or any other products of ChildEra; (e) Decompile, disassemble, or reverse engineer the Software, except where permitted by law; (f) Alter, delete, or obscure any copyright or proprietary notices within the Services; (g) Circumvent or surpass any account limitations or requirements set forth in the Order Form; (h) Access the Services without proper authorization, including via alternative systems or tools not intended for User access; (i) Violate any Applicable Law, including but not limited to privacy regulations like HIPAA, COPPA, and FERPA, or infringe upon third-party proprietary rights; (j) Intentionally transmit harmful data, such as viruses or corrupted files, via the Software or Services; (k) Probe, scan, or attempt unauthorized access to the Software or Services; (l) Cause network disruptions, including but not limited to port scans, flood pings, or email-bombing; (m) Knowingly distribute User Content that poses risks to individuals or violates laws or ChildEra's standards. Customers and Users are responsible for understanding and adhering to Applicable Laws governing their use of the Software and Services. ChildEra reserves the right to permanently suspend or terminate access without refund or service credit if the use of the Software, Services, or ChildEra network exposes ChildEra to potential liability, as reasonably determined by ChildEra. 6.2. Communications and Messaging Services: If the Services are utilized for the transmission, sending, receipt, or facilitation of emails, calls, SMS/MMS messages, or other communications, the following additional terms shall apply: 6.2.1. Compliance with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, and the regulations regarding the Do-Not-Call list registry ('''http://www.donotcall.gov''') is required. 6.2.2. It is understood that the entity, rather than ChildEra, is responsible for initiating and sending any calls, SMS/MMS messages, emails, or other communications transmitted through the Service, and is accountable for all related content. 6.2.3. The entity bears responsibility for all activity taking place under its and its authorized users' accounts, including any unauthorized utilization by third parties. 6.2.4. The entity and its users pledge to familiarize themselves with and adhere to all Applicable Laws governing specific types of phone calls and/or SMS or MMS messages. They are solely responsible for compliance with such laws and for all communications and content dispatched, initiated, or transmitted through the Services. ChildEra is not liable for reviewing the content of any Communication transmitted through the Service or by the entity or any of its users in connection with their usage of the Service, nor for securing any necessary consents or permissions from the recipients of such Communications. 6.2.5. The entity warrants and undertakes, on behalf of itself and its users, that they possess all requisite consents and permissions necessary for the transmission of Communications to recipients and shall refrain from transmitting or causing the transmission of Communications to recipients who have unsubscribed, withdrawn consent, or otherwise opted out of receiving Communications from the entity or its users. 6.2.6. The utilization of the Services for marketing, telemarketing, commercial, or political activities or Communications is prohibited. 6.3. Legal Investigations: In addition to other actions stipulated in this Agreement, ChildEra will adhere to any court orders, including but not limited to discovery orders, subpoenas, freeze orders, search warrants, information requests, wiretaps, electronic intercepts and surveillance, preservation requests, and any other orders from a court, government entity, or regulatory agency (hereafter referred to as an “Investigation”). ChildEra may levy reasonable costs and expenses associated with compliance with any Investigation upon Customer or any other individual seeking such compliance. ChildEra reserves the right to adhere to any Investigation without prior notice to Customer. Compliance with any Investigation by ChildEra, which may result in Customer incurring downtime or necessitates the sequestering of all or a portion of User Content, shall not be considered a breach of this Agreement. The customer is not eligible for a refund or service credit in the event of any downtime.
7.1. Ownership: In the realm of ownership, it is established that (a) Customer and its licensors maintain all rights, titles, and interests pertaining to (i) the User Content, (ii) Customer Data, and (iii) Customer’s copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights concerning Customer’s products and services; whereas (b) ChildEra and its licensors possess all rights, titles, and interests associated with (i) the Services (inclusive of, but not limited to, the Software, Documentation, and any information, text, links, graphics, photos, audio, videos, and all other forms of data or communication that Users can view on, access, or interact with through the Services, with the exception of User Content and Customer Data), and (ii) ChildEra’s and its affiliates’ copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights concerning ChildEra’s and its affiliates’ products and services. 7.2. Feedback: In the event that Customer or a User provides any feedback, comments, questions, suggestions, or similar input regarding the Services or Software (collectively referred to as "Feedback"), such Feedback is hereby assigned to ChildEra by Customer or User, as applicable. ChildEra is granted the freedom to utilize, without obligation to attribute or compensate any party, any ideas, know-how, concepts, techniques, or other intellectual property rights inherent in the Feedback for any purpose, including but not limited to the enhancement, marketing, and promotion of the Services or Software. It is understood that Feedback provided by Customer or its Users is voluntary, and even if labeled as confidential by Customer, it does not impose any confidentiality obligation on ChildEra unless stipulated otherwise in a separate written agreement. 7.3. Reservation of Rights: Both parties reserve all rights not explicitly granted in the Agreement, and no licenses are extended from one party to the other under the Agreement, whether implicitly, by estoppel, or otherwise, except as explicitly outlined herein.
8.1. Charges: Customer is obligated to settle all Charges, including fees, penalties, early cancellation charges, and other amounts specified in the Agreement, such as fees for the Services or Software outlined in the Order Form. All Charges must be remitted in United States dollars. Payment terms are as follows: (i) Monthly Charges are due on the second (2nd) business day of each month and should be paid via credit card; (ii) one-time prepayments for Services or Software with a fixed Initial Term, including any Renewal Term, are due within thirty (30) days of receipt of the invoice; or (iii) as otherwise indicated in the Order Form. 8.2. Service Credit: ChildEra will extend a credit towards Service fees if Customer utilizes ChildEra’s payment processing Service for processing tuition, enrollment, or other end-user payments. The credit will be itemized on Customer’s invoice. ChildEra reserves the right to determine what constitutes "use" of the payment processing Service and may terminate the credit if it deems Customer to be non-compliant. Notification of such termination will be provided within thirty (30) days, allowing for remedial action to reinstate the credit. 8.3. Third-Party Fees: Customer is accountable for third-party fees associated with operating or integrating Services specific to Customer’s systems, as well as fees for payment gateways, credit card processing, debit, ACH, e-check, or related integration or processing. 8.4. Changes to the Fees: ChildEra may modify Service fees by giving Customer written notice at least thirty (30) days before the proposed change takes effect (“Fee Change Period”). Promotional pricing is valid for the first twelve (12) months of the subscription, after which it may revert to standard pricing without prior notice. Customer has the option to terminate the Agreement during the Fee Change Period by completing the cancellation form on ChildEra’s website, effective upon receipt by ChildEra. Failure to terminate within the Fee Change Period constitutes acceptance of the fee increase, waiving any further termination rights in connection with fee increases. 8.5. Late Fees; Suspension of Services: 8.5.1. Interest on Late Payments: Any unpaid amounts by Customer will accrue interest at either one and one-half percent (1.5%) per month or the highest interest rate allowed by law, whichever is lower. 8.5.2. Suspension and Termination of Services: If payment of overdue amounts is not made within seven (7) days of the due date, the Customer’s access to the Services may be suspended .If payments are not received within an additional ten (10) days, Procare has the right to terminate the Agreement and the Customer’s access to the Services. After termination, the Customer can request to reinstate the Services, which will incur a fee set by Procare. All outstanding amounts and any accrued interest must be paid in full before reinstatement. Services charges will continue during any suspension period. 8.5.3. Collection Costs: Customer is responsible for reimbursing Procare for all expenses incurred in collecting defaulted payments, including attorney's fees and court costs. Procare may impose a reconnection fee if Services access is suspended due to non-payment. Customer acknowledges that Procare is not required to retain User Content or Customer Data and reserves the right to delete such data if the account remains overdue for thirty (30) days or longer. 8.6. Free Trial Services: ChildEra may offer certain subscribed Services on a trial basis ("Trial") until the earlier of: (a) the end of the current Trial period set by ChildEra;(b) the start of any paid Services requested by the Customer; or (c) when ChildEra chooses, at its own discretion, to end the Customer's Trial access ("Trial Period"). Customer acknowledges that the functionality of the Services may be restricted during the Trial Term. Changes made to User Content or Customer Data during the Trial Term may be permanently lost unless Customer purchases a subscription to the same or upgraded Services covered during the Trial Term. ChildEra reserves the right to delete User Content and Customer Data if the Customer does not purchase a paid subscription within seven (7) days after the Trial Term ends. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PROCARE DOES NOT PROVIDE ANY WARRANTY, SUPPORT, OR INDEMNIFICATION OF ANY KIND DURING THE TRIAL TERM. 8.7. Payment Dispute: Customer agrees to accept as conclusively accurate any Charges not disputed in writing and delivered to ChildEra within thirty (30) days of the Charge date. Customer may withhold disputed portions of payments that are properly and promptly disputed, provided that all undisputed Charges are paid promptly. The parties will collaborate in a spirit of good faith to settle any disagreements regarding the Charges. 8.8. Audit: ChildEra may, upon thirty (30) days' written notice, audit Customer’s use of the Services. Customer agrees to cooperate with any audit by providing reasonable assistance and access to information. Such audits will not unduly interfere with Customer’s normal business operations. Customer agrees that ChildEra will not be responsible for any costs incurred by Customer in connection with the audit. 8.9. Sales and Use Taxes: Customer is responsible for all taxes related to purchases of and subscriptions to ChildEra’s products and Services, including but not limited to sales taxes, value-added taxes, import taxes/customs/duties, and any other similar taxes imposed by any governmental entity (except taxes imposed on ChildEra’s net income), which will be billed to and paid by Customer.
9.1. Term and Renewal: The service begins on the effective date indicated in the Order Form and continues for the duration specified therein (referred to as the "Initial Term"), unless terminated beforehand as per the terms outlined in this Agreement. The Initial Term may be extended upon mutual agreement of the parties and payment of the applicable Charges, constituting a "Renewal Term," collectively forming the "Term." 9.2. Termination: 9.2.1. ChildEra Termination: ChildEra may terminate the Agreement immediately and without liability to Customer ("ChildEra Termination") if: (a) Customer fails to pay any Charges or other amounts owed to ChildEra when due; (b) Customer or a User materially breaches any provision of the Agreement (excluding Section 6 (Acceptable Use)) and fails to cure such breach within ten (10) days of receiving written notice from ChildEra; (c) Customer or a User materially breaches Section 6 (Acceptable Use); (d) Customer ceases business operations, becomes insolvent or bankrupt, or is involved in insolvency proceedings not dismissed within ninety (90) days, or makes an assignment for the benefit of creditors; (e) ChildEra is required to terminate by law (e.g., due to changes in Applicable Law governing the Service); (f) the Services rely on data or services from a third-party partner, and the partnership expires, terminates, or requires ChildEra to change how it provides the data or services; or (g) providing the Services could pose a substantial economic or security risk or a significant technical burden, as determined by ChildEra in good faith. 9.2.2. Customer Termination: Customer may terminate the Agreement concerning all, but not less than all, of the Services without liability (except as stated in Section 9.4 (Outstanding Payments; No Refunds) below) (a) for convenience with thirty (30) days’ prior written notice to ChildEra; and (b) if ChildEra materially breaches its obligations to provide the Services as per the Agreement and fails to cure such breach within thirty (30) business days after receiving detailed written notice from Customer describing the breach (subsection (b), a "Customer Termination for Breach"). 9.3. Effect of Termination: Upon the expiration or termination of the Agreement, unless stated otherwise: (a) all rights and licenses granted by a party to the other party will immediately cease; (b) ChildEra will terminate access to User Content and Customer Data through the Services for Customer and/or Users (subject to Section 9.5 (Availability of User Content and Customer Data) below); and (c) each party will be relieved of further duties and obligations under the Agreement, except as provided in Section 9.4 (Outstanding Payments; No Refunds) or as otherwise specified in the Agreement. 9.4. Outstanding Payments; No Refunds: If the Agreement is terminated by ChildEra for any reason constituting ChildEra Termination or by Customer for any reason other than Customer Termination for Breach, all Charges and other amounts owed to ChildEra under the Agreement become immediately due and payable. This includes: (a) Charges through the end of the month in which the Services are terminated for month-to-month subscriptions, and (b) Charges through the remainder of the Initial Term or the then-current Renewal Term for subscriptions other than month-to-month. Customer agrees that ChildEra may charge unpaid fees to Customer’s credit card or bill Customer for such fees. Customer acknowledges it is not entitled to any refund or credit and waives all rights to such refund or credit .Fees for setup, monthly services, and usage are not eligible for refunds. 9.5. Availability of User Content and Customer Data: Following the termination or expiration of the Agreement, the Customer or User will have a period of thirty (30) days to access and export their Customer Data or User Content. After this period, ChildEra is not obligated to retain Customer Data or User Content and may permanently delete it according to its standard data retention and deletion schedule. ChildEra is not obliged to assist Customer and/or User in exporting their data, but they may request assistance in writing. If ChildEra agrees to assist, any associated costs will be determined at ChildEra's discretion. However, access to Customer Data or User Content is contingent upon payment of all Charges and compliance with Section 6 (Acceptable Use). Upon termination for cause, access to Customer Data or User Content ceases immediately, and ChildEra has no obligation to maintain or forward any such data. 9.6. Survival: Termination or expiration of the Agreement does not release either party from obligations to pay any outstanding amounts or discharge any liabilities incurred before termination. Sections 5 (except Section 5.6), 6, 7, this Section 9.6, and 10 through 31 will survive termination or expiration of the Agreement.
10.1. Confidentiality: Both ChildEra and the Customer agree to keep confidential any non-public information and know-how disclosed under the Agreement. This includes information designated in writing as proprietary or confidential, whether disclosed in writing or orally and designated in writing within thirty (30) days of oral disclosure, or reasonably understood to be confidential. Services and Software are considered ChildEra's Confidential Information, while Customer Data and User Content are considered the Customer’s Confidential Information. Both parties agree to (a) preserve and protect the confidentiality of the other party’s Confidential Information, (b) refrain from using it except as specified, and (c) not disclose it to any third party except as necessary. Each party must promptly notify the other of any unauthorized disclosure or use and assist in remedying it. Despite the above, either party can reveal the other party's Confidential Information if: (i) it's already publicly known without violating the Agreement; (ii) the receiving party independently discovered, created, or developed it without using the disclosing party's Confidential Information, as evidenced in their records; (iii) the receiving party knew it through no wrongful act of their own; or (iv) it's mandated to be disclosed by law or court order. In such cases, the receiving party must promptly notify and assist the disclosing party in seeking protective measures. Additionally, the party revealing the information reserves the right to pursue injunctive relief if the Agreement is threatened to be breached or continued by the receiving party. This action can be taken without the requirement to prove actual damages or provide a bond, alongside any other available remedies in law, equity, or otherwise. All Confidential Information shared under the Agreement will continue to be the sole property of the disclosing party. Unless explicitly stated otherwise, the Agreement does not grant the receiving party any ownership rights or licenses. Confidential information shared under the Agreement remains the exclusive property of the disclosing party. The Agreement does not grant the receiving party any ownership rights or licenses unless expressly stated otherwise. Upon the earlier occurrence of the Agreement's expiration or termination, or at the written request of the disclosing party, the receiving party must promptly return, permanently delete, or destroy all Confidential Information and any copies thereof within its possession or control as provided in the Agreement. 10.2. Data Security. ChildEra employs commercially reasonable administrative, physical, and technical safeguards and technologies to secure Customer Data from unauthorized access, disclosure, or use. These protective measures remain intact throughout the Term. Should ChildEra discover that unauthorized access or acquisition of unencrypted or unredacted Customer Data has occurred, it will promptly notify Customer and provide reasonable assistance in investigating the incident. As the owner of Customer Data, Customer assumes responsibility for compliance with any notification obligations mandated by applicable laws. DESPITE THE ABOVE IN SECTION 10.2, CHILDERA DOES NOT WARRANT THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BYPASS ITS SECURITY MEASURES OR MISUSE CUSTOMER DATA. CUSTOMER ACKNOWLEDGES THE INHERENT RISKS INVOLVED IN PROVIDING CUSTOMER DATA AND UNDERSTANDS THAT CHILDERA BEARS NO LIABILITY FOR SUCH DATA.
ChildEra prioritizes the privacy of its users. By utilizing the Software and Services, users implicitly agree to the collection, utilization, and disclosure of their personal information and aggregated or anonymized data as outlined in ChildEra's Privacy Policy. When user-generated content, customer data, or other submissions contain personal information ("Personal Information"), ChildEra commits to utilizing such data only in accordance with Section 5 (Customer Data) of these Terms.
The customer agrees to indemnify and hold harmless ChildEra, its affiliates, related entities, and all their directors, officers, employees, shareholders, and agents (referred to collectively as the "Indemnified Parties") from any damages, liabilities, penalties, claims, actions, proceedings, judgments, or associated costs (referred to collectively as "Losses") that may be incurred by the Indemnified Parties. These Losses arise from or pertain to the Agreement, Customer’s utilization of the Services, Software, User Content, Customer Data, violation of confidentiality obligations, or any alleged violation of intellectual property rights, including but not limited to trademarks, copyrights, patents, or other such rights. Customer commits to reimbursing the Indemnified Parties for all reasonable legal and ancillary expenses, such as attorney's fees, incurred in connection with investigating, defending, or resolving any Loss, irrespective of whether such actions are associated with ongoing or potential litigation involving the Indemnified Parties.
ChildEra will not be held responsible for: (a) any indirect, accidental, special, or resulting damages, or for any loss of profits or revenue caused by the use of the Services or Software by Customer or any third parties, or by any malfunction of the Services or Software; or (b) any loss, leakage, exposure, or alteration of Customer Data, User Content, or other data, including but not limited to data loss due to delays, non-deliveries, misdeliveries, service disruptions, network failures, server recalls, server failures, or the reinstallation of an operating system or other software on a server. Under no circumstances shall ChildEra's total liability under the Agreement surpass the total amount paid by Customer to ChildEra in the billing cycle immediately preceding such a claim. ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT CANNOT BE MADE AGAINST CHILDERA MORE THAN ONE (1) YEAR AFTER THE EVENT THAT FORMS THE BASIS OF SUCH CLAIM.
CHILDERA OFFERS ALL SERVICES AND SOFTWARE "AS IS," WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SPECIFICALLY STATED IN A SUPPLEMENT, CUSTOMER ASSUMES ALL RISKS RELATED TO THE PERFORMANCE OF THE SERVICES OR ANY INCLUDED SOFTWARE. CHILDERA DOES NOT GUARANTEE THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTIONS, ERRORS, OR SECURITY ISSUES, AND ASSUMES NO RESPONSIBILITY FOR SOFTWARE OR SERVICE ERRORS OR THEIR CONSEQUENCES. CUSTOMER UNDERSTANDS THE INHERENT RISKS OF INTERNET CONNECTIVITY THAT COULD LEAD TO THE LOSS OF PRIVACY, TECHNOLOGY, SOFTWARE, CUSTOMER DATA, CONFIDENTIAL INFORMATION, OR OTHER MATERIALS. THE SOFTWARE AND SERVICES ARE NOT DESIGNED TO BE, AND ARE NOT WARRANTED TO BE, COMPLIANT WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (KNOWN AS "HIPAA"). Customer is solely responsible for choosing, using, and ensuring the suitability of the software and services, and childera will not be liable in this regard.
Except as otherwise noted, all notices, requests, and other communications under this agreement are considered properly delivered if in writing and sent via email, recognized overnight courier, USPS postal service, registered, or certified mail to the address of Customer as listed in ChildEra’s records, or, if intended for ChildEra, to the address provided below. These communications are deemed received on the date when return confirmation is received. ChildEra Address: 1125 Seventeenth Street Suite 1800 Denver, Colorado 80202 Email: notice@childerawebsite.com
Neither party will forfeit any rights under this agreement or be held liable to the other party for damages or losses due to failure of performance if the failure results from circumstances beyond its reasonable control, such as war, strike, fire, Act of God, earthquake, flood, lockout, embargo, government actions or directives, supplier failure, or any other event where performance is beyond the reasonable control of the non-performing party. However, the affected party must make commercially reasonable efforts to promptly minimize any damages or losses.
Customer agrees that ChildEra may publicly disclose its provision of Software or Services to Customer and may use Customer’s name, logo, trademarks, service marks, and other identifiers in promotional materials, including press releases and on ChildEra’s website and printed materials. Except as stated in this Agreement, neither party may publicly use the other party’s name, logo, or other trademarks or service marks.
No third parties, including customers, employees, agents, or insurers, are considered beneficiaries under this Agreement.
This Agreement and any dispute arising from its performance or breach shall be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado. Customer hereby agrees to the exclusive jurisdiction and venue of the state and federal courts of Denver, Colorado, for any legal proceedings related to the Agreement or its subject matter, whether initiated by Customer, ChildEra, or their respective successors or assigns. Customer also agrees to waive any claim of lack of personal jurisdiction, inconvenient forum, or improper venue in any such legal actions. Any final judgment from these legal proceedings is binding and can be enforced in other jurisdictions through legal action or judgment as provided by applicable law.
ChildEra will adhere to any legal process or requirement, including but not limited to investigations, court orders, subpoenas, search warrants, and requests from government entities or regulatory agencies (referred to as "Investigations"). ChildEra reserves the right to charge Customer or any involved party for reasonable costs associated with complying with these Investigations. CHILDERA MAY COMPLY WITH INVESTIGATIONS WITHOUT PRIOR NOTICE TO CUSTOMER. Compliance with Investigations that necessitate the preservation or disclosure of Customer Data will not be considered a breach of the Agreement by ChildEra..
The parties acknowledge that this Agreement is subject to and designed to comply with applicable laws. They agree that the Services covered by this Agreement are within the reasonable scope necessary to achieve its commercial objectives.
This Agreement, including any Order Form, constitutes the complete understanding between ChildEra, Customer, and User regarding the subject matter herein, overriding any prior oral or written agreements. Customer acknowledges that its acceptance of this Agreement is based solely on the terms contained herein. ChildEra rejects any additional or different terms proposed by Customer, including those in Customer's purchase order or website. However, this Agreement does not invalidate any signed agreement between Customer and ChildEra for a specific Service, which will govern Customer's access to and use of such Service until the agreement's term ends.
Users with questions or complaints about the Services can email notice@childerawebsite.com. They can also reach ChildEra by mail at 1125 Seventeenth Street, Suite 1800, Denver, Colorado 80202, or by calling 800-338-3884. Note that email communications may not be secure, so avoid including sensitive information. California residents can reach the Complaint Assistance Unit within the Division of Consumer Services at the California Department of Consumer Affairs. You can contact them by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.
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