Business Terms and Conditions
Welcome to KidGooRoo! This Agreement ("Agreement") governs your relationship with KidGooRoo, LLC. In this Agreement, we will refer to you, the member Business, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" or "Business" and to KidGooRoo, LLC. and its employees and agents as "we" or "us" or "KidGooRoo." References herein to the KidGooRoo web site include any and all web sites now, or hereafter, owned or operated by KidGooRoo.
What We Agree
We have different tiers of Businesses so that you can distinguish your business, including "Verified" and "Platinum Program", which is a Business that has purchased a Platinum Program Upgrade. As part of the Platinumm Program, Businesses have their programs listed as Featured Programs on KidGooRoo.
What You Agree
- We do not guarantee to provide you any specific number of views, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their desire to register for your program, their ability to pay you, the accuracy of the information provided by the customers.
We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. KidGooRoo is free to contract with other Businesses as this is not an exclusive contract.
- We provide customers with the ability to rate their experience working with you via customer ratings & reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers. In the event you purchase a Platinum Program upgrade, your program will be displayed as a Featured Program in the category or categories that you designate. The program will be displayed as a Featured Program to customers as long as it fits into the geographic search criteria designated by
the customer. KidGooRoo does not make any representations or warranties regarding how often your listing and/or profile (including any ratings or reviews) will appear or be viewed, or your conversion rate for impressions or views of your program page. We limit the number of Businesses that are displayed as Featured Programs to a customer.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a KidGooRoo member Business, and thereafter while this Agreement remains in effect, as follows:
Code of Conduct
- You are the Business that manages the programs you have claimed on KidGooRoo. All representations you make with regards to your Business or programs will be true to the best of your knowledge including contact information, program description, categorization and age and gender guidelines for participants.
- You will not encourage fraudulent reviews in any of the methods detailed in our Fraud Policy and you understand that submitting a fraudulent review is a violation of our terms of service and is prohibited by the law and regulations in many jurisdictions [see (UCP 2005/29/EC) and (FTC 16CFR Part 255)];
- You recognize that KidGooRoo is a platform for third party content and as such does not assume responsibility for and cannot be held liable for the opinions stated therein including, but not limited to, negative reviews about programs listed on the platform. You recognize that KidGooRoo is a platform to inform parents about extracurricular activities for children and as such you agree not to market or sell and products or services outside the scope of this area.
- You are, and at all times will be, properly and fully licensed, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
- You will comply with the KidGooRoo membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by KidGooRoo to comply with any changes.
- By posting or providing any content on the KidGooRoo Website, including but not limited to photographs ("Content"), you represent and warrant to KidGooRoo that you own or have all necessary rights to use the Content, and grant to KidGooRoo the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant KidGooRoo and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the KidGooRoo Website, and on any other websites owned or operated by KidGooRoo. Nothing in this Agreement shall restrict other legal rights KidGooRoo may have to the Content, for example under other licenses. KidGooRoo reserves the right to remove or modify Content for any reason, including Content that KidGooRoo believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your KidGooRoo account is terminated, or if you remove any Content from your KidGooRoo account, KidGooRoo and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
- You acknowledge and agree that all of the Content and information posted on the KidGooRoo Website, including but not limited to Business profiles, screening information, and Customer Ratings & Reviews for all KidGooRoo Business members (excluding any logos or trademarked materials, or other intellectual property of the Business provided by the Business), is the sole and exclusive property of KidGooRoo. You represent and warrant that all of the information you provide to KidGooRoo, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to KidGooRoo for any such damages, and will indemnify KidGooRoo in the event of any third party claims against KidGooRoo based on or arising from your violation of the foregoing. You acknowledge and agree that KidGooRoo has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. KidGooRoo is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
- In the event you participate in any promotion whereby KidGooRoo promotes an offer or discount related to your services, whether on the KidGooRoo Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
Your use of KidGooRooTM
shall at all times conform to the terms and spirit of this Code of Conduct. It is imperative that our users exercise sound judgment in the content and tone of their postings and in the general use of the site.You agree not to share your password or account information with anyone, and that you will properly safeguard this information.Unauthorized Activity: You agree that you will not engage in any illegal or prohibited conduct while using the site, including, but not limited to the following:
Content on the site
- Use language that is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
- Harass or advocate harassment of another person;
- Exploit people in a sexual or violent manner, or refer to sexual experiences;
- Post anything that contains nudity, excessive violence, makes reference to the use of drugs or illegal substances, or offensive subject matter or contains a link to an adult website;
- Solicit or is designed to solicit personal information from anyone under 18;
- Post information that poses or creates a privacy or security risk to any person;
- Convey information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- Engage in conduct that constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated music or links to pirated music files, or posting any music or lyrics which you do not possess rights to;
- Transmit "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
- Furthers or promotes any criminal activity or enterprise;
- Provides or creates computer viruses;
- Involves commercial activities and/or sales without prior written consent from KidGooRooTM;
- Violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
- Use the account, username, or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted on KidGooRooTM
and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted on KidGooRooTM
or obtained by you through KidGooRooTM
is at your own risk.We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted, or endorse any opinions expressed on KidGooRooTM
.Under no circumstances will KidGooRooTM
be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the website or broadcast elsewhere.
KidGooRoo's Rights of Enforcement
reserves the right to take remedial action against individuals who, in KidGooRoo's sole discretion, violate the terms of the Code of Conduct above, violate the terms of this Agreement, engage in illegal, fraudulent, misleading or abusive conduct, or who engage in conduct which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. KidGooRooTM
reserves the right to terminate your account, remove offending content from its web-site, or report you to the authorities where such action is deemed warranted by the KidGooRooTM
If you become aware of misuse of the site by any person, including any inappropriate conduct or Content, please contact firstname.lastname@example.org
Fees for Platinum Program Upgrades
You agree to be bound by the then applicable pricing plan provisions for Platinum Program upgrades. KidGooRoo reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
KidGooRoo Seal of Approval
- AUTOMATIC RENEWAL OF SUBSCRIPTION;
After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a "Renewal Term"), at the renewal price communicated to you at the time your purchased your initial subscription ("Renewal Price"), unless KidGooRoo provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting KidGooRoo Customer Care at email@example.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires, and you won't be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize KidGooRoo to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize KidGooRoo to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if KidGooRoo does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that KidGooRoo may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.
- Free Trials and Other Promotions.
Any free trial or other promotion that provides a subscription to the KidGooRoo services automatically renews in the same manner as set forth above under the section titled "Automatic Renewal", provided, however, that the Renewal Price for any Renewal Terms will be higher than during the free trial or promotion initial term. You must cancel your subscription before the end of the trial period in order to avoid being charged the Renewal Price.
- Discounts When you purchase multiple products, you may be eligible for certain discounts, as set forth on the then-current pricing plan, provided, however, that cancellation of a product/service for which you have received a discount, may result in the discount being rescinded retroactively for the remaining products/services, and an immediate additional payment to be charged to your method of payment.
- You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your KidGooRoo profile, and all contact and billing information, are kept up-to-date and accurate. KidGooRoo is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify KidGooRoo if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
- Any disputes about charges to your account must be submitted to KidGooRoo in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30-day period, and all such charges will be final and not subject to challenge.
- Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
- No fee is due or payable to the extent such fee is in violation of any applicable law.
- KidGooRoo is not obligated to refund to you any amounts paid except solely in the event you rescind or terminate your subscription within the seventy-two (72) hour period following your agreement to purchase a subscription.
- You authorize KidGooRoo to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by KidGooRoo.
Indemnification; Limitation of Liability; Disclaimer of Warranties.
While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, KidGooRoo hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the KidGooRoo Seal of Approval in connection with marketing your business. You agree that any use or display of the KidGooRoo Seal of Approval must comply with all standards and guidelines of KidGooRoo adopted from time to time with respect to the proper use and display of the KidGooRoo Seal of Approval.
You may only use the KidGooRoo Seal of Approval in the event you pass KidGooRoo's pre-screening criteria initially and annually thereafter, which shall be determined in KidGooRoo's sole discretion. KidGooRoo may also re-screen your business at any time in its sole discretion, and may
terminate this Agreement in KidGooRoo's sole discretion. You may only use the KidGooRoo Seal of Approval for its intended use, and you may not misrepresent KidGooRoo, KidGooRoo's products or Services, your affiliation with KidGooRoo, or the KidGooRoo Seal of Approval. You also hereby agree
to be re-screened by KidGooRoo annually, and at any other time as desired by KidGooRoo, and failure to allow such rescreening, or failing the re-screening, in KidGooRoo's sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the KidGooRoo Seal of Approval, and you do not have any right to use the KidGooRoo name or logo separately or apart from the KidGooRoo Seal of Approval.
- Accessing the KidGooRoo Seal of Approval.
You agree that you shall access the KidGooRoo Seal of Approval solely via the following methods: (a) via a digital download from your KidGooRoo dashboard for use online on your website, or (b) any other method generally offered by KidGooRoo. You may not make any changes or modifications to the KidGooRoo Seal of Approval, and shall only use the KidGooRoo Seal of Approval in the exact form and format in which it is provided to you by KidGooRoo.
ARBITRATION and Governing Law
You shall fully protect, indemnify and defend KidGooRoo and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands,
liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement and in connection with your use of the KidGooRoo Seal of Approval, regardless of cause or of any fault or negligence of KidGooRoo or the indemnified parties and without regard to cause or to any concurrent or contributing fault, string liability or negligence, whether sole, joint or concurrent, active or passive by KidGooRoo or the indemnified parties.
- Limitation of Liability.
IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF KIDGOOROO TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO KIDGOOROO DURING THE
PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
- Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THAT THE KIDGOOROO SERVICES AND KIDGOOROO SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND KIDGOOROO
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW
- The exclusive means of resolving any dispute between you and KidGooRoo or any claim made by you or KidGooRoo arising out of or relating to your use of this Website and/or KidGooRoo's services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association. You may not under any circumstances commence or maintain against KidGooRoo any class action, class arbitration, or other representative action or proceeding.
- Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration provision is for any reason held to be unenforceable, any litigation
against KidGooRoo may be commenced only in the federal or state courts located in Monmouth County, New Jersey. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
- These Terms and Conditions, and any dispute between you and KidGooRoo, shall be governed by the laws of the State of New Jersey without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
- This Agreement, and the KidGooRoo Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the KidGooRoo Website or which are otherwise communicated to you; the current applicable Agreement and KidGooRoo Fee Schedule is available upon request.
- You may terminate this Agreement upon our receipt of your written notice during normal business hours. KidGooRoo, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the KidGooRoo network immediately at any time for any reason or no reason at all.
- If it is determined or suspected by KidGooRoo in its sole discretion that you are misusing or attempting to misuse or circumvent the KidGooRoo services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by KidGooRoo, in addition to our right to immediately terminate this Agreement, KidGooRoo reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
- In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
- The relationship between KidGooRoo and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
- If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.