EFFECTIVE DATE: 24th April 2018

Welcome to Via The Village! We are excited that you have chosen to use our website www.viathevillage.com (the “Website”) and the tools we provide to connect families and nannies in order to build childcare communities (the “Services’). The following is a contract between you and Via The Village, Inc. (“Via The Village”, “we” or “us”) to use the Website and the Services according to the terms of use below (the “Terms”). These Terms apply to all users of the Website and any web pages, mobile websites or mobile applications that are operated by Via The Village (collectively, the “Sites”).

Please read these Terms carefully before using the Sites and the Services. By using the Sites and the Services you hereby represent, warrant, understand, accept and agree to these Terms in their entirety whether or not you are a registered user (a “User”) or a visitor of the Website or Services.

These Terms include the Via The Village Privacy Policy, which is incorporated herein, and any capitalized terms that are not expressly defined in these Terms shall have the meaning as set forth in the Privacy Policy.

If you do not agree with these Terms or the Privacy Policy, you must agree with these Terms and the Privacy Policy to access and use the Sites and its Services.

1. Our Services: scope and limitations.

We offer a platform for families and nannies to come together and build childcare communities. Our platform enables visitors to view and search the forum, and it enables Users to post questions, job listings, job availability, and other information about themselves, or their children. We DO NOT VERIFY any of the information posted and none of the Users undergo any security clearances such as background checks or driver’s license verification. By using the Sites and Services, you acknowledge that you understand that we do not provide security clearances and that you choose to proceed to use the Sites and Services with informed consent. Any screening of a User before meeting or hiring any individual shall be performed solely by you. We suggest your initial meeting be in a public place and that you perform the safety checks you deem necessary before proceeding to engage in a professional relationship.

We provide functionality that allows Users to filter and search for nannies or families within a geographic location, and we provide a communication platform that allows private messaging between Users. We may also from time to time provide Users with access to certain promotions by third party affiliates. Our Services continue to grow and change, and we reserve the right to change these Terms at any time. You will be notified of material changes through the email associated to your User account. Any non-material changes or clarifications may be made by updating these Terms and will take effect immediately after we post such updated Terms to the Sites. Your use of the Sites and Services after the effective date listed above will constitute your acceptance of any changes.

2. No employment or referral relationship.

We do not employ any of the Users. All Users are responsible for complying with all applicable employment and other laws in connection with any employment relationship they establish, including but not limited to, payroll tax and minimum wage laws. Via The village does not control the quality, timing, or legality of services provided or received by the Users, nor the integrity of any User actions, and we do not refer or recommend any Users or make any representations about the suitability of the services offered or provided.

3. Liability Disclaimer.

Via The Village is not responsible for the conduct, whether online or offline, of any User of the Sites or Services. Moreover, we do not assume and expressly disclaim any liability that may result from the use of information provided on our Site. All visitors and Users hereby expressly agree not to hold Via The Village (or its officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, hereinafter “Affiliates”) liable for the actions or inactions of any User or other third party or for any information, instruction, advice or services which originated through the Sites, and Via The Village and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

4. User Content.

The content on the Sites is primarily generated by Users and we do not control or assess the content for accuracy or reliability. “Content” is defined as any communications, images, sounds, videos, and all the material, data, and information that you upload or transmit through the Sites or Services, or that other users upload or transmit, including without limitation any content, messages, photos, audios, videos, reviews or profiles that you publish, display or post.  It is the responsibility of each User to post true and accurate information, or to conversely check that information being relied upon is true and accurate. Via The Village does not assume responsibility for any User generated Content whether distributed on or off the Sites. By using the Sites and Services you agree to:

a. register your account in your own legal name only;

b. provide complete, accurate and current information;

c. provide opinions that you genuinely hold;

d. obtain any necessary authorization from any third party about whom you are providing information, including but not limited to, your employer, or the parent or guardian of any minor who is the subject of any Content;

e. refrain from posting any defamatory, obscene, inaccurate, abusive, profane, offensive, sexually oriented, threatening, racially offensive, harassing, illegal or defamatory Content;

f. allow us to review, edit and delete any Content that, in our sole judgment, does not comply with these Terms;

g. grant us and our Affiliates an irrevocable, perpetual, non-exclusive, fully paid-up, transferable, worldwide license to use, copy, perform, display, modify and distribute your Content, and to prepare derivative works of, or incorporate into other works, such Content, and grant sublicenses of such derivative works.

h. comply with all applicable laws and regulations when posting Content; and

i. hold Via The Village harmless for any responsibility for claims relating to inaccurate or incomplete information provided by Users on the Sites or in any other venue.

Should you have any feedback or questions, please do not hesitate to contact us at help@viathevillage.com. Please be aware that any opinions, comments, feedback, or other communications you send or share with us shall remain the exclusive property of Via The Village and we may use all such communications in our discretion, without any notice, consent or compensation to you.
In order to protect our Users, it is expressly forbidden to:

a. promote illegal activities or use the Sites and Services for any illegal purpose;

b. harass, abuse or harm another User or any individual or entity;

c. access and use another User’s account.

d. interfere or attempt to interfere with the proper functioning of the Sites and Services;

e. use, deploy or allow any automated system that we deem to impose or could potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

f. bypass any measures we take to restrict access to the Services;

g. use any software, technology or device to scrape, spider or crawl the Sites and Services or harvest or manipulate any data;

h. use the messaging service provided by the Sites and Services for any commercial solicitation purposes outside of the Services facilitated by the Sites;

i. publish a link to malicious content that causes damage or is intended to cause damage to or disrupt another User’s browser or computer.

We reserve the right to take down any Content that falls into the categories above, or any other content we deem inappropriate, and to take appropriate actions in our sole discretion, at any time. Should we find that you have violated the Terms, we reserve the right to immediately terminate your use of the Sites and Services, in our sole discretion. Furthermore, in order to protect the Sites and Services, we reserve the right to at any time in our sole discretion to block Users with certain IP addresses from accessing the Sites. We are under no obligation to extract, keep copies of, nor provide copies of, or restore any of the removed content from the Sites.

5. Third Party content.

Any promotions, offers, statements, opinions, advice or other information or content made available on the Sites by third parties are those of their respective authors. These authors are responsible for such content and we do not guarantee their accuracy or completeness, nor certify their applicability or usefulness for a particular situation or purpose, nor do we accept any responsibility for any consequences or results achieved as a result of such content. Via The Village does not endorse the third party content that may be made available on the Sites and in no event shall we be held responsible for any loss or damage resulting from your reliance on the information.

We also take no responsibility for reviews or comments made about you on the Sites by other Users. You agree that Via The Village has no obligation to remove such reviews or comments posted about you or any other person or entity. If you disagree with a review, you may post a reply as long as it complies with these Terms. If you believe the review is erroneous or untruthful, you may contact us at help@viathevillage.com to inform us about the posting.

6. Privacy.

The information you provide to us is governed by our Privacy Policy which is incorporated herein.

7. Links to External Sites.

From time to time the Sites may display links to external sites through advertisements or other third party content. We do not endorse and such sites or content, products and services or other materials presented through such sites. These links to external sites may be useful or convenient to Users, however some may be malicious and we cannot verify every external site’s safety. Therefore Users access these sites at their own risk. It is the responsibility of the User to evaluate the content and safety of the site and the veracity and usefulness of the information contained therein. We do not control such external and are not responsible for their content.

Users should also be aware and acknowledge that the by accessing an external site not controlled or operated by us, the User’s actions are governed by a third party’s terms and conditions. We expressly disclaim any liability derived from clicking, viewing or using links to external sites, and all Users agree to hold Via The Village harmless from any liability that may arise from links to external sites found on our Sites and Services.

8. Liability Release for User Actions.

By using the Sites and Services, you agree to report any alleged improprieties of any Users to Via The Village immediately by notifying us of the same via electronic correspondence at help@viathevillage.com. By using the Sites and Services you also hereby represent that you expressly agree to hold Via The Village harmless for any claim or controversy that may arise out of the actions of any User, or out of the relationship between you and another User. You agree to take reasonable precautions when interacting with other Users of the Sites and Services, particularly if you decide to meet offline.

9. Age Restriction for Users.

The Sites and Services are intended to be used by persons who are 18 years of age or older. We will not knowingly collect any information from individuals who are under 13 years of age, and should we determine that you do not meet the age requirement for using our Sites and Services, your registration will be terminated immediately, and we reserve the right to remove any content you may have created, at any time, in our sole discretion.

10. Termination.

We reserve the right, in our sole discretion, to immediately terminate your access to all or part of the Sites and Services, to remove your profile and/or any content posted by or about you from the Sites, and/or to terminate your account with Via The Village, with or without notice for any reason or no reason, including without limitation if we should determine that you are not eligible to use the Services, have violated any terms herein, are not suitable to participate as a User, or have misused or misappropriated Content. Upon termination, we shall be under no obligation to provide you with a copy of any Content posted by you or about you. If we terminate your registration, we have no obligation to notify you of the termination, nor of the reason, if any, for your termination. Following any termination of any individual’s use of the Sites or the Services, we reserve the right to send a notice thereof to other Users with whom we believe the individual has corresponded, which notice shall not be interpreted or used as information bearing on, the individual’s character, general reputation, personal characteristics, or mode of living.

11. FTC Disclosure Policy.

The Federal Trade Commission requires us to disclose any relationship we may have with any person or entity that provides something of value in connection with any endorsements made on the Sites or within the Services. No such advertising, sponsorship, paid insertions or other forms of compensation for endorsements are made to us in connection with the Sites. We are not compensated to provide an opinion or an endorsement on products, services, websites and various other topics. The views and opinions expressed on the Sites are purely our views and opinions or those of the Users. If we claim or appear to be an expert on a certain topic or product or service area, we will only endorse such products or services that we believe, based on our expertise, are worthy of such endorsement, and we shall not be compensated for such endorsement.

12. Ownership of Site Content and Copyright Notice.

Via The Village, its logos and slogans are trademarks of Via The Village, Inc. All right reserved. All other trademarks appearing on the Sites and in any Services are the property of their respective owners. Any rights not expressly granted herein are reserved. Via The Village or our licensors or partners own the intellectual property rights in the content and materials displayed on the Sites (collectively, “Via The Village Content”). You may use the Sites (including such Via The Village Content) for your own personal use, including such commercial use permitted by the Services on the Sites, however use for any other commercial purposes is strictly prohibited. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from this Website, the Sites or the Services unless explicitly authorized in these Terms or by the owner of the materials. You may, however, from time to time, download and/or print one copy of individual pages of the Website for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. If you submit or post any materials or content to the Sites, you grant us and our affiliates a royalty free, perpetual, irrevocable, transferrable, assignable, sub-licensable, worldwide license to use such materials and content, including alterations thereof, for our business purposes, in any form, in any media, and via any technology we choose, whether it exists now or is created in the future. You represent that any materials and content posted or otherwise submitted by you to the Sites is original to you and that you have the right to grant us these rights.

13. Disclaimer of Warranties.

THIS WEBSITE, THE SITES, THEIR CONTENT AND SERVICES ARE PROVIDED FOR INFORMATIONAL AND PROMOTIONAL PURPOSES. WE PROVIDE THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT). THIS MEANS THAT WE MAKE NO PROMISES THAT: (1) THE SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME, (2)THE SITES WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS, (3)THE INFORMATION ON THE SITES WILL BE ACCURATE OR UP-TO-DATE, (4)THE SITES OR THE INFORMATION TRANSMITTED TO OR FROM THEM OR STORED ON THEM WILL BE SECURE FROM UNAUTHORIZED ACCESS, (5) INFORMATION AND MATERIALS THAT YOU STORE IN YOUR ACCOUNT OR ON THE SITES WILL REMAIN RETREIVABLE AND UNCORRUPTED (UNLESS WE PROMISE THIS IN A SEPARATE AGREEMENT WITH YOU), OR (6) THE SITES WILL BE UNITERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. YOU AGREE THAT USE OF THE SITES IS AT YOUR OWN RISK. ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITES, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED THEREON. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS, SUPPORT DOCUMENTATION, FORUMS, BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, AND OTHERWISE ON THE WEBSITE OR THE SITES OR IN CORRESPONDENCE WITH US OR OUR AGENTS. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO OUR SITES BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES. THESE DISCLAIMERS APPLY TO US AND OUR AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE SITES, AND ANY OF THEIR EMPLOYEES AND AGENTS.

14. Limitation of Liability.

IF YOU ARE DISSATISFIED WITH THIS WEBSITE, OR ANY MATERIALS OR SERVICES ON THE SITES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND SERVICES. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS, BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES) ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITES (OR THE CONTENT, MATERIALS AND FUNCTIONS PROVIDED AS PART OF THE SITES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF WE KNEW, SHOULD HAVE KNOWN OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING AND WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND OF ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY RELATING TO THE USE OF THIS SITE, WILL NOT EXCEED $0. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

15. Copyright Infringement.

If you believe that your work has been reproduced in connection with the Sites in a manner that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent with the following information in writing: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest, (ii) identification of the copyrighted work claimed to have been infringed, (iii) a description of where the material that you claim is infringing is located within the Sites, (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address, (v) a signed statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a signed statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or you are authorized to act on behalf of the owner. Notification pursuant to the DMCA should be submitted to:

Stahl Cowen Crowley Addis LLC

55 W. Monroe St., Ste 1200

Chicago IL 60603

Attn: Drew Whiting

Email: dwhiting@stahlcowen.com

Tel: (312) 641-0060

16. Entire Agreement.

These Terms, together with any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Sites and Services, constitute the entire agreement between us and you. This agreement is personal to you and you may not assign it to anyone. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms are not intended to benefit any third party, and do not create any third party beneficiaries. Accordingly, these Terms may only be invoked or enforced by you or us. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THE SITES, OR THESE TERMS, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR BE PERMANENTLY BARRED.

17. Miscellaneous.

Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way affect the validity, legality or enforceability of any other term or provision of these Terms. Each Affiliate is expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

18. Severability.

If a court decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. The remainder of the Terms will continue to apply.

19. Choice of Law.

These Terms shall be construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

20. Contact Information.

Questions about these Terms can be sent to help@viathevillage.com.