Terms of Service Agreement

Effective Date: 7/24/2016

Versatile Kids, Inc., a California corporation (“we,” “us,” “our”), provides a website, www.VersatileKids.com, which offers a marketplace for kids’ activities, camps and classes (collectively, the “Services”). You (the “user” or “you”) use the Services subject to these Terms of Service (the “Terms of Service” or “Agreement”). The Services are the property of VersatileKids and its licensors.

By visiting our website or using any Services, you are agreeing to be bound by the Terms of Service. If you do not agree, do not use any of the Services. By visiting our website or using the Services, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you are 18 years of age or older or you have your parent's or guardian's permission to enter into this Agreement, or otherwise have the ability to form a binding contract; and (c) your use of the Services does not violate any applicable law or regulation. Please read this Agreement carefully before using the Services. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT

• PARTIES

This is a legal agreement between you and us for use of any of the Services. This Agreement applies to you whether you are a provider of camps, activities or classes (a “provider”) or a personal user. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and us is intended or created by this Agreement.

• LIMITED LICENSE

Subject to the terms of this Agreement, we grant to you, during the term of this Agreement, a limited license to access and use the Services. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose any of our Services without our express written consent. You may view, download for caching purposes only, and print from the website for your own personal use, subject to the restrictions set out below and elsewhere in this Agreement. You are welcome to link to our website from your website or social media channels, provided that your website does not imply any endorsement by or association with VersatileKids.

We do not request your feedback concerning the Services. Nonetheless, if you provide us with any feedback (including through any contact information available on the website or public forums) concerning the website, you also grant us and our successors a worldwide, non-exclusive, royalty-free, perpetual and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of such feedback, in any media format and through any media channels, including incorporating such feedback on the Services.

We retain the right to refuse any and all current or future use of the Services, for any reason at any time. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access and/or refuse to provide the access to the Services to you if you breach any of these Terms of Service, we are unable to verify or authenticate any information you provide to us to create your account, or if we believe that your actions are impermissible or may create liability for us.

• ELIGIBILITY TO USE SERVICES

The Services are intended for use by parents/guardians and providers, to exchange information and facilitate a marketplace for children’s camps, activities and classes.

You must be 18 years or older to use our Services. If you believe that a child under 18 has used our Services and provided us any information, please contact us at legal@versatilekids.com. This Agreement is void where prohibited by law, and the right to access and use the Services is revoked in such jurisdictions. By accessing the Services, you represent and warrant to us that: (i) you are an individual at least 18 years old or an entity with authorization to access the Services; (ii) you are of legal age to form a binding contract or have your parent’s permission to do so; (ii) any information you provide to us is accurate and truthful and you will maintain the accuracy of such information; (iv) you are legally permitted to use and access the Services and take full responsibility for your access, selection and use of the Services.
• YOUR RIGHTS AND RESPONSIBILITIES

We allow users to post content such as profile information, comments, questions, provider business information, reviews of providers, camps or activities, and other content or information (the “Content”). We claim no ownership rights over Content created by you. The Content you create remains yours; however, by sharing Content through the Services, you agree to allow others to view, edit, repost, comment on, and/or share your Content in accordance with your settings and this Agreement. We may repost or share any Content via any means, including on our social media channels and platforms and on our newsletter. We have the right (but not the obligation) in our sole discretion to remove any Content that is shared via the Services.

By uploading Content to the website, you represent, warrant and agree that you have created the Content yourself or own all necessary licenses and permissions to upload the Content to the website and to provide us with the license or licenses to use the Content for our social media, marketing and any other business purposes. In addition, if you are a Provider you represent and warrant that you have the authorization to post such Content, and that the information that you provide about any of your company’s services is accurate. If you are a Provider, you understand and agree that users may post Content about you and your services, in the form of comments, questions or messages. User comments, questions and messages may include links to your website. You may respond to user comments, questions and messages, but you may not start any new threads.

You also represent, warrant and agree that you have not and will not contribute any Content that

• 1. infringes, violates or otherwise interferes with any copyright or trademark of another party;
  2. reveals any trade secret, unless the trade secret belongs to you or you have the owner's permission to disclose
  3. infringes any intellectual property right of another or the privacy or publicity rights of another;
  4. is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party; or
  5. creates an impression that you know is incorrect, misleading, or deceptive about any products. We reserve the right in our discretion to remove any Content from the website, or pursue any other remedy or relief available under equity or law.

All Content is the sole responsibility of the user who uploaded such Content. We may not monitor or control the Content posted to our website. Any use of or reliance on any Content obtained by you through the Services 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 on our Services or endorse any opinions expressed via the Services.

You will neither use nor permit others to use the Services (a) for any unlawful, invasive, infringing, defamatory, fraudulent, or obscene purpose; (b) to create any virus, worm, Trojan horse, or harmful code; (c) for any illegal or unauthorized purpose; (d) to violate any laws in your jurisdiction (including but not limited to patent, copyright, trademark, or other intellectual property laws); or (e) to alter, steal, corrupt, disable, destroy, trespass, or violate any security or encryption of any computer file, database, or network.

• NO GUARANTEES

You acknowledge and agree that your access and use of the Services and of the services and service providers featured on and linked to by our website is at your own risk. WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO THE SERVICES, PRODUCTS OR PROVIDERS ON THE WEBSITE INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING OUT OF THIS AGREEMENT.

If you are a provider, you understand and agree that we make no guarantees about customer traffic, sales, links, information requests that our website may or may not generate for your website, product or business. Users are free to choose which Content, services and links they like or follow, and we have no control over their choices.

• INTERACTION WITH THIRD PARTIES

The Services contain links to providers’ and other third party websites that are not owned or controlled by us. If you are a user of our website, you hereby represent and warrant that you have read and agree to be bound by all applicable policies of any third party website relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. If you provide us with payment information, you are subject to the terms and conditions of Stripe, available here: https://stripe.com/ca/connect-account/legal. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party websites. In addition, we will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold us harmless from any and all liability arising from your use of any third party website.

Your interactions with providers found on or through the Services are solely between you and such providers. You should make whatever investigation you feel necessary or appropriate before signing up for any class, camp or activity or proceeding with any transaction with any of these third parties. You agree that we shall not be responsible or liable for any harm, loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any provider or other third party, you understand and agree that we are under no obligation to become involved.

• OWNERSHIP

All right, title, and interest in and to the Services (excluding Content provided by manufacturers) are and will remain the exclusive property of us and our licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Service gives you a right to use the VersatileKids name or any of our trademarks, logos, domain names, and other distinctive brand features. You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, patents, copyright, rights in databases, trademarks and trade names whether registered or unregistered and subsisting anywhere in the world) in the Services belongs to us or our third party licensors. Accordingly, any part of the Services may not be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilizing the Services.

All images and text included on the website (except for Content), such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of or licensed by us or our content suppliers and protected by United States and international copyright laws. All information provided by us is our property of or licensed by us and is protected by United States and international copyright laws.

• DMCA NOTICE

We respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify legal@versatilekids.com. For your complaint to be valid under the DMCA, you must provide the following information in writing:

• 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Services;
  4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
  5. A 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 law; and
  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

This procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others.

• CANCELLATION, TERMINATION OR REFUNDS

This Agreement is effective immediately upon your accessing the Services and will remain in effect until terminated, at will, by either party.

We reserve the right to refuse service to anyone for any reason at any time. We retain the right to refuse any and all current or future use of the Services, for any reason at any time. Without limiting other remedies, we may immediately issue a warning and/or refuse to provide the Services to you if you breach any of the Terms of Service, and/or we believe that your actions are impermissible or may create legal liability for us.

If you are a user and you wish to cancel your registration for a class, activity or camp, such cancellation is governed by the individual provider’s policies. All classes, activities or camps or non-refundable unless as provided otherwise in any individual provider’s policies or at their discretion.

If you are a provider and you cancel a class, activity or camp, you must provide a full refund to the purchaser of such class, camp or activity. For any chargebacks on payments made for any classes, activities or camps, such chargeback will be debited from the bank account information provided by you to us.

California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

• LIMITATION OF LIABILITY; INDEMNIFICATION

The Services may contain links to, or direct you to websites containing, information that may be inaccurate, harmful or offensive. We make no representations concerning any content or products contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

You expressly understand and agree that we will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, physical or financial harm or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your use of the Services or of the products featured on the Services.

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify VersatileKids and its employees, officers, agents, or other partners from and against any third party claim arising from or in any way related to your use of the Services, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature including infringement of intellectual property laws or civil or criminal claims. We shall use good faith efforts to provide you with written notice of such claim, suit or action. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

• GENERAL PROVISIONS

When you visit our website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

The laws of your country may be different from those of California and the United States in numerous respects. There is no practical way for us to monitor the laws of every country in detail. You accept sole responsibility for the legality of your actions under laws applying to you.

This Agreement will be governed by and construed in accordance with the laws of the State of California. The parties agree that any claim asserted in any legal proceeding by one party against the other will be commenced and maintained exclusively in the courts of Santa Clara County or the Northern District of California. Both parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

This Agreement, together with our Privacy Policy available at https://www.versatilekids.com/home/privacy-policy constitute the entire agreement between you and us and governs your use of the Services, superseding any prior agreements or contemporaneous agreements between you and us.

We reserve the right, in our sole discretion, to change, modify, add or remove portions of this Agreement, at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes. If you do not agree to the new terms, please stop using the Services.

Questions about the Terms of Service should be sent to legal@versatilekids.com.