Terms of Use

Last Modified: July 10, 2025 

The following Website Terms of Use and Terms and Conditions, together with any documents expressly incorporated by reference (collectively, “Terms”) are entered into and constitute a binding legal agreement between You and Tot Squad Services, LLC (“Tot Squad”, “we”,“us”, or “our”). These Terms govern Your access to and use of any Tot Squad website, mobile applications (each, an “Application”), content, functionality, products, and services offered on or through the Tot Squad Platform(collectively, the “Tot Squad Platform”). READTHESE TERMS CAREFULLY BEFORE YOUR USE OF THE TOT SQUAD PLATFORM AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ANDTOT SQUAD SERVICES LLC. 

‍PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERNHOW CLAIMS BETWEEN YOU AND TOT SQUAD CAN BE SETTLED (SEE SECTION 22 BELOW).THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOUHAVE AGAINST TOT SQUAD TO FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS,NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTIONOR PROCEEDING. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALLOF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE ARBITRATIONPROVISIONS.

1. Acceptance of Terms.
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By entering into the Terms, and/or by accessing or using the Tot Squad Platform, you expressly confirm that you understand the Terms (including the arbitration provisions in Section 22 and accept and agree to be bound and abide by the Terms, and our Privacy Policy https://www.totsquad.com/privacy-policy, incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE TOTSQUAD PLATFORM. 

The Tot Squad Platform is offered and available to Users (defined below) who meet the eligibility requirements as provided in Section 4. By using the Tot Squad Platform, you represent and warrant that you are of legal age to form a binding contract with the Tot Squad and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, you must not access or use the Tot Squad Platform.

2. Rights to Modify Terms.

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY TOT SQUAD INITS SOLE DISCRETION AT ANY TIME. Tot Squad reserves the right to modify these Terms, and such modifications shall be binding on you upon your acceptance of the modified Terms. Continued access and/or use of the Tot Squad Platform to inquire about, arrange for and/or provide “Services” (defined below) after any such modifications shall constitute Your consent to such modifications. However, any changes to the dispute resolution provisions set out in Section 22 will not apply to any disputes for which the parties have actual notice before the date the change is posted on the website and/or Application. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable). Tot Squad also reserves the right to modify any information contained in any pages incorporated herein by reference or any information referenced in any of the hyperlinks set forth in these Terms, and such modifications shall become effective upon posting.

3. The Tot Squad Platform

a. Generally, Tot Squad is a marketplace platform which enables Users (defined below) to connect, arrange for, and provide Consultations and Services directly to other Users. “Users” refers to and includes (i) independent contractors who have an approved listing on the Tot Squad Platform (“Providers”); (ii) individual customers, including parents and/or guardians and business customers, who communicate and contract with Providers (“Organizers”). Organizers and Providers are free to use the Tot Squad Platform to communicate and contract with one another. Consultations and package option services provided by Providers to Organizers who connect through the Platform shall be referred to collectively as the “Services”. Providers use the Tot Squad Platform to advertise their Services to Organizers. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Services provided by a Provider at the request of an Organizer constitute a separate agreement between such persons. Organizers are responsible for paying Providers for the Services they contract for using the Tot Squad Platform.

b.  We are always looking for ways to improve the Tot Squad Platform and may add, change, or remove features or offerings at any time. We reserve the right to withdraw or amend this Tot Squad Platform, and any service or material we provide on it, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Tot Squad Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Tot Squad Platform, or the entire To Squad Platform, to Users, including registered users.

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4.  Requirements for Use of the Tot Squad Platform.
In order to use the Tot Squad Platform, you warrant your understanding and agreement to all of the following requirements: 

a. You  must be at least eighteen (18) years of age and have the right, authority, and capacity to enter into and abide by the terms and conditions of these Terms.  

b. To provide Services, you must become a registered User by creating an account on our website or Application. You agree not to create more than one account as an Organizer and/or as a Provider. You must not use a false identity or provide any false information to create your account. You may not create an account for someone else unless you have the legal authority to do so. You shall have no ownership or other property interest in your account.

c. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with your access to the Tot Squad Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

d. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

e. You agree that all information you provide to register with this website and/or Application, or otherwise, including, but not limited to, through the use of any interactive features on the website and/or Application, is governed by our Privacy Policy https://www.totsquad.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

f. You must provide all equipment and software necessary to connect to the Tot Squad Platform, including but not limited to, a computer, tablet, or a mobile device that is suitable to connect with and use the Tot Squad Platform. You are  solely responsible for any expenses or fees, including Internet connection or mobile fees that you incur when accessing Tot Squad Platform.

g. You must treat all information about Users, including profile information about Providers, Organizers, and other “User Submissions” (defined below) as confidential information, and if you are  Provider you may be required to comply with privacy laws including HIPAA privacy rules. You may use this information only for the purpose of fulfilling your Services as a Provider and/or as reasonably necessary to participate in the Services you arrange for, using the Tot Squad Platform. You understand that the Tot Squad Platform is evolving. As a result, Tot Squad may require you to accept updates to the Application or other software that you have installed on your computer or mobile device. You acknowledge and agree that Tot Squad may update the Tot Squad website and/or Application with or without notifying you. You may need to update third party software from time to time in order to use the Tot Squad website or Application.

5. Communication from Tot Squad.
By entering into these Terms or using the Tot Squad Platform, you agree to receive communications from us, including e-mail, text message, calls, video conferencing, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automated telephone dialing systems. Communications from Tot Squad and other Users, including Providers and Organizers, may include but are not limited to: improving or using the Platform, operational communications concerning Your account or the Services You provide or receive, updates concerning new and existing features relating to the Tot Squad Platform, communications concerning promotions run by us or our third-party partners, and news concerning Tot Squad and industry developments. We do not charge for this feature. However, any standard text messaging charges applied by your cell phone carrier will apply to text messages we send.  Tot Squad may share your personal information with merchant partners for analytics purposes.
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IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES.

6. Intellectual Property.
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a. Except for User Submissions (defined below) and third party content, the Tot Squad Platform, including text, software, graphics, photos, interactive features and other content and the trademarks displayed on the Platform, including the Tot Squad Application and website, are owned by Tot Squad Services LLC, its licensors, or other providers of such material and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws. Subject to these Terms, and unless otherwise specified by Tot Squad in a separate license, Tot Squad only grants you a limited license to reproduce portions of the Tot Squad Platform for your internal use if you are a Provider and are providing information related to your relationship with TotSquad to a User.

b. If you are a business or company (an “Enterprise Customer”), Tot Squad grants to you, during the term of this Agreement, and subject to your compliance with the Terms and any other agreement entered into between you and Tot Squad, a limited, revocable, non-exclusive license to display and use the trademarks owned by Tot Squad (the “Tot Squad Marks”) solely in connection with promoting the Enterprise Customer’s relationship with Tot Squad.

c. If you are a Provider, Tot Squad grants to you, during the term of this Agreement, and subject to your compliance with the Terms and any other agreement entered into between you and Tot Squad, a limited, revocable, non-exclusive license to wear clothing displaying the Tot Squad Marks only while you are performing Services as a Provider, provided all displayed materials are obtained directly from Tot Squad. This limited license does not allow for the creation of derivative or modified versions of the Tot Squad Marks, or the use of the Tot Squad Marks for any purpose other than as set forth in this paragraph.

d. The Tot Squad name, the terms “TotSquad” “Tot Squad”, any TM or registered trademarks of Tot Squad the Tot Squad logo set forth in the header of these Terms of Use and/or on the Website or application, and all related names, logos, product and service names, designs, and slogans are trademarks of Tot Squad or its affiliates or licensors. Except as explicitly granted in these Terms, you must not use such marks without the prior written permission of the Tot Squad. All other names, logos, product and service names, designs, and slogans on the Tot Squad Platform are the trademarks of their respective owners.

e. The rights granted to you by these Terms are subject to the following restrictions: (i) You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Tot Squad Platform or any portion of the Tot Squad Platform; (ii) You shall not frame or utilize framing techniques to enclose any trademark, logo, or other aspect of the Tot Squad Platform, including without limitation any portion of the Tot Squad website; (iii) You shall not use any metatags or other “hidden text” using Tot Squad’s name or trademarks; (iv) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Tot Squad Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Tot Squad. Application or website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Tot Squad Application or website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) you shall not access the Tot Squad’s Platform in order to build a similar or competitive website, application or service; (vii) except as expressly stated herein, no part of the Tot Squad Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (viii) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in any feature of the Tot Squad Platform. Any future release, update or other addition to the Tot Squad Platform shall be subject to the Terms. Tot Squad, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Tot Squad Platform terminates the licenses granted by Tot Squad pursuant to the Terms.

f. Notwithstanding Section (e), the following are allowed: (i) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) You may store files that are automatically cached by your web browser for display enhancement purposes; (iii) You may print or download one copy of a reasonable number of pages of the website for your personal, non-commercial use and not for further reproduction, publication or distribution; (iv) If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own person, non-commercial use, provided you agree to be bound by our end user license agreement for such application.

g. In the event of any proven breach by you of any provision of this Section, You agree that Tot Squad will be irreparably harmed as a matter of law and will be entitled to immediate injunctive relief against you prohibiting any continued use by you of the Tot Squad Marks.

7. Prohibited Uses.

You agree not to use, or direct others to use, the Tot Squad Platform or Services in any manner that is prohibited by these Terms, including any manner that:

a. violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

b. causes any harm or injury to any person;

c. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, vulgar, pornographic, obscene, offensive, or profane;

d. exploits, harms, or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

e. discriminates against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other characteristic protected by law;

f. sends, knowingly receives, uploads, downloads, uses, or re-uses any material that does not comply with the Content Standards set forth in Section 10;

g. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;

h. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;

i. interferes with or attempts to interfere with the proper functioning of the Tot Squad Platform, or in any way not expressly permitted by the Terms; or

j. engages in any other conduct that restricts or inhibits anyone's use or enjoyment of the Tot Squad Platform, or which, as determined by us, may harm the Company or Users of the Tot Squad Platform, or expose them to liability.

8. User Submissions.

a. The Tot Squad Platform may enable you to post, upload, e-mail, transmit or otherwise make available your own content, information, data or materials (“User Submissions”). User Submissions are the sole responsibility of the party from whom such User Submissions originated. You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, fully-paid, world-wide, transferable, perpetual, irrevocable, royalty-free license, with the right to grant sublicenses, to display, publicly perform, distribute, store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works, and otherwise use your User Submissions in any manner, in any medium, for any purpose in connection with the Tot Squad Platform, website or Application. You acknowledge and agree that you have no expectation of compensation, privacy, or confidentiality with respect to any User Submission. User Submissions may be available to other Users (such as Providers and Organizers). We may refuse or remove User Submissions at any time.

b. All User Submissions must comply with the Content Standards set out in these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Tot Squad, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Tot Squad Platform.

c. You represent and warrant that you own all rights in your User Submissions or you have acquired all necessary rights in your User Submissions to enable you to grant Tot Squad the rights in your User Submissions described above. We have no obligation to pre-screen User Submissions or any other content on the Tot Squad Platform, although we reserve the right in our sole discretion to pre-screen, refuse or remove such content, Tot Squad may attempt to verify authenticity in its sole discretion for User reviews but is under no obligation to do so.

9. Monitoring and Enforcement.
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We have the right to:
a. Remove or refuse to post any User Submission for any or no reason at our sole discretion.

b. Take any action with respect to any User Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Submission violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Tot Squad Platform or the public, or could create liability for the Tot Squad.

c. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

d. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Tot Squad Platform.

e. Terminate or suspend your access to all or part of the Tot Squad Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Tot Squad Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all material before it is posted on the Tot Squad Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Content Standards.
These content standards apply to any and all User Submissions and if applicable, use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Submissions must not:
a. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
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b. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
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c. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
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d. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy https://www.totsquad.com/privacy-policy.

e. Be likely to deceive any person.

f. Promote any illegal activity, or advocate, promote, or assist any unlawful act.

g. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

h. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

i. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

j. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Reliance on Information Posted.
The information presented on or through the Tot Squad Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Tot Squad Platform, or by anyone who may be informed of any of its contents.

12. Feedback.
Tot Squad is continually looking to improve its platform and encourages Users to provide feedback about their experience using the Tot Squad Platform and the Services that Users provide or arrange for through the Application and/or website. All Users consent to feedback from other Users. Feedback on Providers may be shared with Providers and may be used for any purpose without attribution, accounting or compensation to you. We de-identify the feedback, but we can’t rule out that a User may be able to identify the individual or entity that provided the feedback.

13. Information About You and Your Visits to the Platform.
All information we collect on this Website is subject to our Privacy Policy https://www.totsquad.com/privacy-policy. By using the Tot Squad Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

14. Third Party Websites and Service Providers.
As a part of the Tot Squad Platform, you may have access to materials that are hosted by another party. You agree that it is impossible for Tot Squad to monitor such materials and that you access these materials at your own risk. The Tot Squad Platform may provide information from and links to third party websites and applications (“Third Party Websites”) and advertisements for third parties (collectively, “Third Party Websites & Ads”). When you click on a link to any Third Party Websites & Ads, we will not warn you that you have left our website or Application and are subject to the terms and conditions (including privacy policies) of another website, application or destination. Such Third Party Websites are not under the control of Tot Squad. Tot Squad is not responsible for any Third Party Websites & Ads. Tot Squad provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You use all links in Third Party Websites & Ads at your own risk. When you leave our website or Application, our Terms no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

15. Geographic Restrictions.
The owner of the Tot Squad Platform is based in the State of California in the United States. We provide this platform for use only by persons located in the United States. We make no claims that the platform or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Tot Squad Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

16. Disclaimer.

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE TOT SQUAD PLATFORM, INCLUDING ANY SERVICES PROVIDED BY INDEPENDENT CONTRACTOR PROVIDERS, IS AT YOUR SOLE RISK, AND THE TOT SQUAD PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, WHETHER KNOWN OR UNKNOWN. TOT SQUAD AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, THE “COVERED PARTIES”) DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).THE COVERED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE TOT SQUAD PLATFORM OR FOR THE CONDUCT OR PERFORMANCE OF THE PROVIDERS, ORGANIZERS, ENTERPRISE CUSTOMERS OR OTHER USERS.

b. USERS ARE NOT COVERED PARTIES WITHIN THE MEANING OF THESE TERMS. WE DO NOT CONTROL, OR HAVE THE RIGHT TO CONTROL USERS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THESE OR ANY APPLICABLE SUPPLEMENTAL TERMS OR AS REQUIRED BY APPLICABLE STATE AND/OR FEDERAL LAW, REGULATION, OR ORDINANCE. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF OR PERFORMANCE OF SERVICES PROVIDED BY PROVIDERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY USERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. WE DO NOT REPRESENT OR ENDORSE, AND SHALL NOT BE RESPONSIBLE FOR YOUR ABILITY OR INABILITY TO ARRANGE FOR OR PROVIDE SERVICES USING THE TOT SQUAD PLATFORM. TOT SQUAD SHALL NOT BE LIABLE FOR ANY DELAY IN OR FAILURE TO PERFORM ANY SERVICES.

17. Limitation of Liability.
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YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COVERED PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COVERED PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO YOUR USE OF THE TOT SQUAD PLATFORM OR SERVICES. IN NO EVENT SHALL THE COVERED PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU EXCEED ONE THOUSAND US DOLLARS ($1000.00). THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COVERED PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COVERED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Indemnity.
You agree to indemnify and hold harmless the Covered Parties against any and all claims, damages, losses, costs, liabilities, and expenses or fees (including reasonable attorneys’ fees), of any kind, relating to or arising out of: (i) your use of the Tot Squad Platform or Services; (ii) your (or in the case of Organizers, your CLIENTS) violation or breach of any provision of these Terms, or any applicable law or regulation, whether or not referenced herein; (iii) your violation of any rights of any third party; (iv) your use of, or inability to use, the Tot Squad Platform to arrange for or provide Services, or for any reason. Tot Squad reserves the right, at its sole discretion and expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tot Squad in asserting any available defenses. This provision does not require you to indemnify any of the Covered Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Tot Squad Platform. You agree that the provisions in this section will survive termination of your User account, the Terms, or your access to the Tot Squad Platform.

19. Term and Termination.

a. These Terms may be terminated by User, without cause, immediately but preferably upon seven (7) days’ written notice to Tot Squad, or by either Party immediately, without notice, upon the other party’s material breach of the Terms, including but not limited to any breach of Sections 8-10 of the Terms. These Terms may be terminated by Provider without cause immediately but preferably upon seven (7) days’ written notice to Tot Squad, or by either Party immediately, without notice, upon the other party’s material breach of the Terms. In addition, Tot Squad may terminate the Terms or deactivate your User account immediately in the event (i) you no longer qualify to provide or arrange for Services or operate under applicable law, ordinance, permit, or regulation; (ii) Tot Squad has the good faith belief that such action is necessary to protect the safety of the Tot Squad community or third parties; or, (iii) you fall below any applicable User rating, safety score, or cancellation threshold. In the event of deactivation pursuant to (i)-(iii) above, you will be given notice of the potential or actual deactivation and an opportunity to cure the breach. If the breach is cured in a timely manner and to Tot Squad’s satisfaction, your account and the Terms will not be permanently deactivated. You may not use the Tot Squad Platform after your account has been deactivated unless expressly authorized by Tot Squad. Sections 17-24 shall survive any termination or expiration of the Terms.

b. Upon expiration or termination of this Agreement for any reason, or at any other time upon the Tot Squad's written request, you shall promptly after such expiration or termination: (i) deliver to Tot Squad all materials, equipment, and other property provided for your use by Tot Squad; (ii) deliver to the Tot Squad all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information; (iii) permanently erase all of the Confidential Information from your computer systems; and (iv) certify in writing to Tot Squad that you have complied with the requirements of this clause.

20. Governing Law and Jurisdiction.

a. All matters relating to the Tot Squad Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

b. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Tot Squad Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Los Angeles and County of Los Angeles, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

22. Dispute Resolution.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.  FOR THE AVOIDANCE OF DOUBT, THIS SECTION APPLIES TO USERS AND PROVIDERS.  IT REQUIRES YOU TO ARBITRATE DISPUTES WITH TOT SQUAD AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 22 OF THE TERMS SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

a. Agreement to Binding Arbitration Between You and Tot Squad. YOU AND TOT SQUAD MUTUALLY AGREE TO WAIVE THE RIGHT TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. The Arbitration Agreement is governed by the Federal Arbitration Act and survives after the Terms terminates or your relationship with Tot Squad ends. ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all “Claims” (defined below) between you and Tot Squad, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Tot Squad’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

b. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND TOT SQUAD ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

c. Prohibition of Class Actions and Non-Individualized Relief.
YOU UNDERSTAND AND AGREE THAT YOU AND Tot Squad MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND Tot Squad BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST Tot Squad, WHICH ARE ADDRESSED SEPARATELY IN SECTION 22(C).

d. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

e. Notwithstanding any other provision of the Terms, the Arbitration Agreement or the JAMS Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the dispute is filed as a class, collective, or representative action, and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

f. Representative PAGA Waiver.
Notwithstanding any other provision of the Terms or the Arbitration Agreement, to the fullest extent permitted by law: (i) you and Tot Squad agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (ii) for any claim brought on a private attorney general basis, including under the California PAGA, both you and Tot Squad agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of the Terms, the Arbitration Agreement or the JAMS Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (a) the unenforceable provision shall be severed from the Terms; (b) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (c) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

g. Rules Governing the Arbitration.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its General Arbitration Rules & Procedures (“JAMS Rules”) that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Arbitration Agreement. Copies of the JAMS Rules can be obtained at the JAMS’s website (www.jamsadr.com/adr-rules-procedures) or by calling the JAMS at 1-800-352-5267. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of JAMS Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The Parties may select a different arbitration administrator upon mutual written agreement.

h. As part of the arbitration, both you and Tot Squad will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

i. The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Organizers or Providers, but is bound by rulings in prior arbitrations involving the same Organizer or Provider to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

j. Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant JAMS Rules subject to the following modifications:

(i) If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (k) below and are otherwise required to pay a filing fee under the relevant JAMS Rules, Tot Squad agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to Tot Squad. Tot Squad will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the JAMS Rules.

(ii) If Tot Squad initiates arbitration under this Arbitration Agreement, Tot Squad will pay all JAMS filing and arbitration fees.

(iii) With respect to any Claims brought by Tot Squad against a Provider, or for Claims brought by a Provider against Tot Squad that: (i) are based on an alleged employment relationship between Tot Squad and a Provider; (ii) arise out of, or relate to, Tot Squad’s actual deactivation of a Provider’s User account or a threat by Tot Squad to deactivate a Provider’s User account; (iii) arise out of, or relate to, Tot Squad’s actual termination of these Terms, or a threat by Tot Squad to terminate these Terms; (iv) arise out of, or relate to, Fares (as defined in this Agreement, including Tot Squad’s commission or fees on the Services), tips, or average hourly guarantees owed by Tot Squad to Providers for Services, other than disputes relating to referral bonuses, other Tot Squad promotions, or consumer-type disputes, or (v) arise out of or relate to background checks performed in connection with a user seeking to become a Provider (the subset of Claims in subsections (i)-(v) shall be collectively referred to as “Provider Claims”), Tot Squad shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Tot Squad pursuant to the fee provisions above). However, if you are the party initiating the Provider Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Services, unless a lower fee amount would be owed by you pursuant to the JAMS Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(e)(3), the term “Provider” shall be deemed to include both Providers and Provider applicants who have not been approved to use the Platform.

(iv) Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

(v) At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.

(vi) Although under some laws Tot Squad may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, Tot Squad agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose.

(vii) If the arbitrator issues you an award that is greater than the value of Tot Squad’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then Tot Squad will pay you the amount of the award or U.S. $1,000, whichever is greater.

k. Location and Manner of Arbitration.
Unless you and Tot Squad agree otherwise, any arbitration hearings between Tot Squad and an Organizer (except Enterprise Customers) will take place in the county of your billing address, and any arbitration hearings between Tot Squad and a Provider will take place in the county in which the Provider provides Services. Unless you and Tot Squad agree otherwise, any arbitration hearings between Tot Squad and an Enterprise Customer will take place in Los Angeles, California. If JAMS arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a JAMS arbitration.

l. Exceptions to Arbitration.
This Arbitration Agreement shall not require arbitration of the following types of claims: (i) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (ii) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 16(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the Federal Arbitration Act (“FAA”); (iii) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (iv) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

m. Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such a claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

n. Severability.
In addition to the severability provisions in subsections (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

o. Provider Claims in Pending Settlement.
If you are a member of a putative class in a class or representative action lawsuit against Tot Squad involving Provider Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Provider Claims in that particular class action. Instead, your Provider Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

p. Opting Out of Arbitration.
As a Provider or Provider applicant, you may opt out of the requirement to arbitrate Provider Claims defined above pursuant to the terms of this subsection if you have not previously agreed to an arbitration provision in Tot Squad’s Terms where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below, but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with Tot Squad. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement To opt out, you must notify Tot Squad in writing no later than 30 days after you accept these Terms and become subject to this Arbitration Agreement. Your notice must include your name and address, your Tot Squad Provider name or Username (if any), the email address you used to set up your User account (if you have one), a CLEAR statement that you want to opt out of this Arbitration Agreement, and your handwritten signature. You must send notice of your desire to opt out of arbitration for such Provider Claims, which writing must be dated, signed and delivered by: (i) electronic mail to Hello@TotSquad.com, or (ii) by US Postal Service certified mail, return receipt requested to: Tot Squad Services, LLC, Attn: Legal and Policy, 13412 Ventura Blvd. #300, Sherman Oaks, CA 91423.

q. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Opting out of this Arbitration Agreement will have no effect on any other prior arbitration agreements between you and Tot Squad or any future arbitration agreement between you and Tot Squad.

r. Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Tot Squad may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Tot Squad. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

23. General.

a. Except as provided in Section 22 any enforcement of or dispute relating to these Terms shall be governed by the laws of the State of California without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret these Terms and is not intended to create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

b. If any provision of these Terms is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of these Terms. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Terms.

c. You agree that these Terms and all incorporated policies and agreements may be automatically assigned by Tot Squad, in our sole discretion by providing notice to you.

d. Except as explicitly stated otherwise, any notices to Tot Squad shall be given by certified mail, postage prepaid and return receipt requested to Tot Squad LLC, 13412 Ventura Blvd #300 Sherman Oaks CA 91423, Any notices to you shall be provided to you through the Tot Squad Platform or given to you via the email address or physical address you provide to Tot Squad when you create or update your account.

e. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. No waiver by Tot Squad of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Tot Squad to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

f. These Terms, our Privacy Policy, and any order terms provided at the time of checkout if you are a User, or any independent contractor agreement signed by you as a Provider as set forth the entire understanding and agreement between you and Tot Squad with respect to the subject matter hereof and supersede all previous and contemporaneous understandings agreements, representations, and warrants between the parties, whether oral or written.

24. Comments and Concerns.
If you have any questions regarding the Tot Squad Platform or Services, please contact our Customer Support Team through email at Support@TotSquad.com or by phone at (310) 895-9983.

25. Provider Supplemental Terms.
By using the Tot Squad Platform to provide Services as a Provider, you acknowledge, represent, warrant, and agree that:
a. You are an independent provider of services. You use the Tot Squad Platform in order to advertise and connect with other Users who wish to arrange for your Services, and you provide Services to other Users of the Platform solely on behalf of yourself and your own independently established business, not on behalf of Tot Squad. The relationship between you and Tot Squad under these Terms is solely that of independent contracting parties. You and Tot Squad expressly agree that (i) this is not an employment agreement and does not create an employment relationship between you and Tot Squad, and (ii) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by these Terms. You have no authority to bind Tot Squad, and you undertake not to hold yourself out as an employee, agent or authorized representative of Tot Squad.

b. Provider agrees that any professional relationship developed with Organizers  through Services booked on the Platform will be kept exclusively within the Tot Squad Platform. Provider will not engage, directly or indirectly, with Organizers outside of the Platform, or agree to booking services directly through Provider business or website. Failure to comply may result in suspension of the Tot Squad Provider profile and shall be considered a material breach of these Terms.

c. Tot Squad does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of Services, or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Tot Squad Platform. You retain the option to accept or to decline or ignore an Organizer’s request for Services via the Tot Squad Platform, or to cancel an accepted request for Services via the Tot Squad Platform, subject to Tot Squad’s then-current cancellation policies. You determine the rate for your Services when using the Tot Squad Platform.

d. Your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject.

e. You have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional manner in accordance with generally recognized industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a reliable manner.

f. You shall perform the Services in compliance with all applicable federal, state and local laws and regulations. You have required licenses, certifications, insurance, permits, approvals and authority to provide Services to third parties in all jurisdictions in which you operate as a Provider using the Tot Squad Platform. You must provide written copies of all required licenses, permits and other documentation necessary to establish your ability to operate as a Provider.

g. During the term of this Agreement and for a period of 6 months thereafter, Provider shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Tot Squad’s request, Provider shall provide Tot Squad with a certificate of insurance from Provider's insurer evidencing the insurance coverage specified in these Terms. [The certificate of insurance shall name Customer as an additional insured.] Provider shall provide Customer with 15 days' advance written notice in the event of a cancellation or material change in Provider's insurance policy. Except where prohibited by law, Service Provider shall require its insurer to waive all rights of subrogation against Tot Squad's insurers and Tot Squad.

h. You have and can provide proof of valid liability insurance consistent with all applicable legal requirements that names or schedules you for the operation of the vehicle you use to provide Services and other liability insurance for your business practice, services, etc.

i. Provider is responsible for confirming their certifications and/or state licenses allow them to perform services in-person or virtually for the Organizer that requests their services. Tot Squad will provide Organizer zip codes with booking confirmations to allow Provider time and access for these confirmations.

j. You will not attempt to defraud Tot Squad, Users, or any other third party on the Tot Squad Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may deactivate your account and/or withhold applicable payments for the ride(s) in question.

k. You agree that we may obtain information about your background on a continuous and ongoing basis, including criminal history and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of these Terms, consistent with applicable law or regulations. You agree to immediately self-report any arrest, or conviction, or driving infraction.

l. You must be able to communicate with Tot Squad, including its representatives and agents, and Organizers to whom you provide Services.

m. You are responsible for maintaining any business licenses or certifications required by law, ordinance, or regulation.

n. You agree that during the Term of this Agreement and for a period of 6 months following the termination or expiration of this Agreement, You shall not make any solicitation to employ the Tot Squad’s personnel without written consent of Tot Squad to be given or withheld in Tot Squad’s sole discretion.

o. You acknowledge that you will receive an IRS Form 1099-NEC from Tot Squad and You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

p. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without Tot Squad's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Tot Squad may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

q. You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company including without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel or operations of Tot Squad, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that you access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Tot Squad in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify Tot Squad immediately in the event you become aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through your breach of this Agreement; or (ii) is communicated to you by a third party that had no confidentiality obligations with respect to such information.

26. Pricing and Payment Terms.
a. These Pricing and Payment Terms set forth additional terms and conditions that are applicable to your use of the Tot Squad Platform. These Pricing and Payment Terms replace any prior pricing and payment terms. Tot Squad reserves, at its sole discretion, the right to change, modify, cancel, or replace these Pricing and Payment Terms at any time, with or without notice.

b. Tot Squad does not pay Providers for Services that Providers provide while using the Tot Squad Platform. As an Organizer, you understand that Providers provide Services directly to you and that your request or use of Provider Services may result in charges to you (“Charges”). Charges include all applicable fees, tolls, surcharges, and taxes as set forth in the Pricing and Payment Terms. You expressly authorize Tot Squad to charge the credit card or debit card associated with your account (“Payment Method”) for all applicable Charges.

c. If you are a Provider, you will receive payments from Organizers for your Services subject to the Pricing and Payment Terms. Tot Squad will collect payments owed to you by Organizers and other third parties as your limited collection agent and you agree that receipt of such payments by Tot Squad satisfies the payer’s obligation to you. Tot Squad reserves the right to adjust or withhold all or a portion of any Charges, or other payment owed to you to satisfy any fees or other charges associated with your use of the Tot Squad Platform.

d. Processing of Charges. Charges shall only be made through the Tot Squad Platform. All Charges will be processed by a third-party payment processing service and applied to the credit card, debit card, HSA card, or FSA card that you have chosen to use to pay for services (“Payment Method”). You must provide and maintain complete and accurate information about your Payment Method. You are responsible for any additional fees, charges, or penalties resulting from any failure to pay Charges. Your full payment of Charges to Tot Squad satisfies your payment obligation for your use of the Tot Squad Platform. Tot Squad reserves the right to suspend or deactivate your account for failure to pay any Charges due.

e. Tips. Tips are in no way expected by Providers and Tot Squad does not currently offer an in-site feature to facilitate tips to Providers.

f. Platform Fees. In exchange for your use of the Tot Squad Platform and the services provided by Tot Squad to you, you agree to pay Tot Squad (and permit Tot Squad to retain) a “Platform Fee” based on each Consultation or Services you provide.

g. Payments, Adjustments, and Payment Reconciliation.
Tot Squad will collect payments owed to you by Organizers and other third parties as your limited collection agent and you agree that receipt of such payments by Tot Squad satisfies the payer’s obligation to you. Tot Squad reserves the right to adjust or withhold all or a portion of any Charges, including Service Fees, or other payment owed to you i) to satisfy the Platform Fee owed in exchange for your access to or use of the Tot Squad Platform, (ii) if we believe you have attempted to defraud Users, Tot Squad, or Tot Squad’s payment systems, or (iii) in order to resolve a User complaint. Tot Squad will adjust or withhold Service Fees or other payments in a reasonable manner. You agree that all payments owed to you shall not include interest and will be net of any amounts that are required to withhold by law.

h. Current processing of Payments. Payment processing for Providers is provided by Melio and is subject to the Melio Terms of Service Agreement. By agreeing to the Terms or continuing to use the Services, you agree to be bound by the Melio Service Agreement, as the same may be modified by Melio from time to time. As a condition of Tot Squad enabling payment processing services through Melio, you agree to provide Tot Squad accurate and complete information about you, and you authorize Tot Squad to share it with Melio, along with the transaction information related to your use of the payment processing services provided by Melio.

i. Future Processing of Payment.
Payment processing for Providers will be provided by Stripe and is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to the Terms or continuing to use the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Tot Squad enabling payment processing services through Stripe, you agree to provide Tot Squad accurate and complete information about you, and you authorize Tot Squad to share it with Stripe, along with the transaction information related to your use of the payment processing services provided by Stripe.

j. Taxes. Providers are responsible for reporting to all applicable government agencies as income all payments received pursuant to the Terms and these Pricing and Payment Terms. Tot Squad will report or cause such reporting by a third party payment processor the payments paid to Providers under this Agreement by filing Form 1099-NEC with the Internal Revenue Service as required by law. You will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. Providers will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.

k. No Additional Amounts.
Providers acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Tot Squad may seek to generate additional demand for Provider Services from new and existing Users. Such advertising or marketing does not entitle Providers to any additional monetary amounts beyond the amounts expressly set forth in these Pricing and Payment Terms. These promotions or offers to participate in a promotion, unless made to you, are inapplicable to these terms or your relationship with Tot Squad.

27. Promotions.
From time to time, we may elect to run or otherwise make available promotional offers, deals and/or codes through the Tot Squad Platform. We may establish and modify, in our sole discretion, the terms of any such offer and suspend or end any such offer at any point, with or without notice to you. We reserve the right, in our sole discretion, to reject or refuse to honor any special deal or promotional code you submit to, or otherwise attempt to redeem on, the Tot Squad Platform. Promotional codes are generally limited to one use per customer/User.
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28. Cancellation Policy.

As Organizer, you may cancel your visit/consultation up until four (4) hours before the scheduled start time and receive a full refund. An Organizer may reschedule a visit/consultation up to an hour before the scheduled start time with no charges accessed. If an Organizer cancels within four (4) hours of the scheduled start time, it will be in the Provider’s discretion to allow for a refund or rescheduling.

As a Provider, you are required to adhere to the Tot Squad cancellation policy. If a Provider chooses to charge for a no-show or a cancellation within four (4) hours of the scheduled start time, the cancellation fee must be limited to $50 maximum.