These Wonderschool Business Services Terms and Conditions (these “Terms”) are entered into in connection with, and govern, the services (“Services”) described to the employer (“Company”) upon registering for an account with Wonderschool (the “Displayed Terms,” and together with the Terms, this “Agreement”). In the event of a conflict between the terms and conditions of these Terms and the terms and conditions of the Displayed Terms, the terms and conditions of these Terms will govern. Capitalized terms utilized but not defined in these Terms are defined in Displayed Terms.
- Wonderschool Offerings.
a) General. When a company contracts with Wonderschool, Wonderschool makes available to the number of such company’s employees indicated on the Displayed Terms (each an “Employee User”), pursuant to Wonderschool’s terms of use, assistance to identify caregivers (“Child Care Providers”) among facilities owned or operated by third party Directors (“Facilities”).
b) Services and Grant. Subject to the terms and conditions of this Agreement, Wonderschool will use commercially reasonable efforts to provide (or otherwise make available) the Services. During the term of this Agreement and subject to the terms and conditions of this Agreement, Wonderschool grants to Company a nonexclusive, nonsublicensable, and nontransferable license to access and use Wonderschool’s platform and applications (the “Wonderschool Platform”) for its internal business purposes, including allowing Employee Users use the Wonderschool Platform. Company acknowledges and agrees that each User’s use of the Wonderschool Platform and the Services will be subject to Wonderschool’s then-current terms of use and privacy policy available on Wonderschool’s website.
- Fees and Payment Terms. The Company will pay the fees for the Services set forth in the Displayed Terms (“Fees”) in accordance with the payment terms set forth therein. The Company uses Stripe as a third-party payment processor. By making a payment through our site, the Company agrees to Stripe's Terms of Service (https://stripe.com/legal/consumer) and Privacy Policy (https://stripe.com/privacy). The Fees do not include taxes. The Fees may be subject to an increase of 7% each year. Payments are non-refundable except as expressly provided in the Displayed Terms. By using the Services, the Company acknowledges and agrees that Wonderschool is not liable for any errors, security breaches, or payment issues that arise from Stripe’s payment processing services. The Company also agrees to the automatic renewal of its subscription, unless the Company cancels prior to the renewal date as outlined in the Displayed Terms. By using Wonderschool’s Services, the Company acknowledges and agrees that Wonderschool is not liable for any errors, security breaches, or payment issues that arise from Stripe’s payment processing services or from the transmission of payment data via Stripe. The Company also agrees to the automatic renewal of its subscription, unless the Company cancels prior to the renewal date as outlined in the Displayed Terms. Any cancellations must be made at least 30 days before the renewal date to avoid being charged for the subsequent billing period. If the Company’s payment method is declined or the account becomes past due, Wonderschool reserves the right to suspend or terminate the Company’s access to the Services until all outstanding amounts are paid. The Company agrees to maintain accurate and up-to-date payment information in its account, and authorizes Wonderschool to charge any updated payment methods provided by the Company or obtained by Stripe in accordance with their policies. The Company agrees that it is solely responsible for ensuring the accuracy of its payment information and for resolving any disputes with third-party service providers.
- Term, Termination and Effects of Termination. Unless terminated as set forth in this Section 3, this Agreement commences upon the date that Company agrees to these Terms and continues for the applicable term set forth on the Displayed Terms (the “Order Term”). The Order Term will automatically renew for additional successive terms of the length of the initial Oder Term after the initial Order Term expires, unless either party notifies the other in writing of non-renewal at least 30 days before the expiration of the then-current Order Term. The Company may non-renew by emailing Wonderschool at hello@wonderschool.com or through the cancellation feature, if any, on the Wonderschool Platform. Either party may terminate this Agreement, for cause, if the other party breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach. Additionally, either party may terminate this Agreement immediately upon written notice if the other party (i) becomes insolvent or admits in writing its inability to pay its debts as they become due; (ii) files for bankruptcy or is subject to an involuntary bankruptcy petition that is not dismissed within 60 days; or (iii) ceases its business operations or disposes of all or substantially all of its assets. Upon termination or expiration of this Agreement, all rights and licenses granted to the Company and Employee Users will immediately terminate, and the Company must immediately pay all amounts due and payable up to the effective date of termination. The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to Sections 4 (Representations and Warranties), 5 (Disclaimer), 6 (Indemnification), 7 (Limitation of Liability), 8 (Feedback), 9 (Agreement to Arbitrate Disputes), and 10 (General Provisions).
- Representations and Warranties. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (c) the person agreeing to these Terms on its behalf has been duly authorized and empowered to enter into this Agreement, (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms, and (e) it will perform its obligations and exercise its rights under this Agreement in accordance with all applicable laws. Wonderschool represents and warrants that it will perform the Services in a professional and workmanlike manner. The Company represents and warrants that it will comply with all applicable laws and regulations related to childcare services and employee benefits. Wonderschool shall not be liable for any legal claims or damages arising from the Company’s failure to comply with such laws.
- Disclaimer.
a) Company acknowledges that Wonderschool’s role is limited to facilitating the provision and receipt of childcare services for Employee Users. Wonderschool is not a childcare provider or education provider. Except for the limited warranties described in this Section 5, Wonderschool makes no other express or implied warranties with respect to the Services, the Wonderschool Platform or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The Services and Wonderschool Platform are provided "AS IS." Wonderschool does not warrant that the Services or Wonderschool Platform will satisfy Company’s requirements, are without defect or error, or that the operation of the Services or the Wonderschool Platform will be uninterrupted.
b) Without limiting the foregoing, Wonderschool expressly disclaims, and Company hereby fully, knowingly, and irrevocably releases Wonderschool from any and all liability resulting from or arising in connection with (i) any act or omission of any Director or any Child Care Provider, or (ii) the condition of any Facilities; in each case, even if caused by Wonderschool’s negligence (but in no case to the extent caused by Wonderschool’s gross negligence or willful misconduct).
c) Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to Company.
- Indemnification. Company, at its sole expense, will defend Wonderschool from and against any and all claims, suits, actions, or proceedings (each a “Claim”), (a) arising out of or relating to the acts or omissions of any Employee User (or any person such Employee User is responsible for, such as their child), including, without limitation, Claims made by Directors or Child Care Providers against Wonderschool, (b) made by a Director or Child Care Provider and arising out of or relating to the Company’s acts or omissions, and (c) otherwise arising out of or relating to Company’s alleged or actual breach of this Agreement, and indemnify Wonderschool from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) incurred by Wonderschool in connection with any Claim.
- Limitation of Liability.
a) Consequential Damages Waiver. Except to the extent arising from Wonderschool’s gross negligence or willful misconduct, and even if Wonderschool has been advised of the possibility of any of the following damages, in no event will Wonderschool be liable to Company or any third-party for any incidental, special, indirect, consequential, exemplary, or punitive damages whatsoever including, but not limited to, loss of business or the cost of finding alternative providers.
b) Liability Cap. Except for damages arising from gross negligence or willful misconduct, or indemnification obligations under this Agreement, Wonderschool’s total aggregate liability to the Company for any and all claims arising out of or related to this Agreement shall not exceed the total fees paid by the Company to Wonderschool during the twelve (12) months immediately preceding the event giving rise to such liability.
c) Some jurisdictions do not allow the exclusion or limitation of damages. This Section 7 will apply solely to the extent permitted by applicable law.
- Feedback. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Company to Wonderschool with respect to Wonderschool, the Wonderschool Platform, or the Services (collectively, “Feedback”) will constitute confidential information of Wonderschool. Further, Wonderschool will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
- Agreement to Arbitrate Disputes. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, enforcement, or interpretation, shall be resolved exclusively by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in the state where the Company is located unless mutually agreed otherwise by the parties. The arbitrator shall have the authority to grant any remedy or relief that would otherwise be available in a court of law. Each party shall bear its own costs and attorneys' fees unless otherwise awarded by the arbitrator under applicable law. All aspects of the arbitration, including but not limited to the decision and evidence, shall remain confidential unless disclosure is required by law. This arbitration agreement does not preclude either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
- General Provisions. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resorting to its conflict of law provisions. Wonderschool, owns all right, title, and interest in and to the Services and Wonderschool Platform, all improvements or modifications made or related to the Services and/or Wonderschool Platform together with any and all intellectual property or proprietary rights embodied in or related to the foregoing. Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by a party to the other party under this Agreement whether by implication, estoppel or otherwise except as expressly set forth herein. The Company shall not copy, modify, distribute, or create derivative works from the Wonderschool Platform or Services. The Company agrees to treat all non-public information disclosed by Wonderschool as confidential and to use such information solely for the purpose of performing under this Agreement. The Company shall take all reasonable measures to protect the confidentiality of Wonderschool’s information. Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fires, storms, floods, earthquakes, etc.), civil disturbances, stay at home orders, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party, and any attempted transfer, assignment, or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s prior written consent to any third party that purchases all or substantially all of such party’s business or assets by merger, acquisition, sale, reorganization, or otherwise. Subject to the other terms and conditions set forth in this provision, this Agreement will be binding upon and will insure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns. A party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid, or unenforceable under the governing law, the remaining provisions will remain in full force and effect, and will be construed so as to most nearly reflect the parties’ intent with respect to such provision.
