Last Updated: January 16, 2020

Thank you for choosing to add-on the Sitter Pro Branded App to your Sitter Pro subscription for your business.  The Sitter Pro Branded App (defined below) is provided by UrbanSitter, Inc., a Delaware corporation (“UrbanSitter”, “Company”, “we”, “us”, or “our”). We provide this Addendum to the Sitter Pro Terms of Service (the “Addendum“) to inform you of our additional policies and procedures regarding the use of the Sitter Pro Branded App (the “Branded App”).  Certain capitalized words below are defined in the Terms of Service.

The Branded App is a branded version of the Services (as defined in the Terms of Service) that is branded under Subscriber’s name and is accessible to the public in the mobile application stores for Apple and Google (i.e., Apple App Store and Google Play Store).

By signing or accepting an Order Form for a Branded App subscription, Subscriber (“you” or “your”) agrees to the Terms of Service and this Addendum. The terms and conditions in this Addendum are in addition to the terms and conditions set forth in the Terms of Service and are not intended to replace the terms and conditions set forth in the Terms of Service; provided, however, that in the event of a conflict between the Terms of Service and this Addendum, this Addendum controls.  You represent you have the authority to agree to this Addendum on behalf of your organization. UrbanSitter and you may be referred to each individually herein as a “party” and collectively as the “parties”.  

This Addendum is effective on the earlier of (a) the date you accept this Addendum by clicking an “I Accept” button or otherwise indicate that you accept this Addendum through submission of an Order Form for the provisioning of the Branded App that is accepted by us, or (b) the date you (or an Affiliate) first access or use the Branded App (such date, the “Effective Date”).

1. General Purpose.  Company developed the Branded App for use by businesses in the care industry.  Subscriber wishes to add-on to its existing Sitter Pro Subscription a subscription for a license for the Branded App in its own name for use with Subscriber’s end-users.  Acknowledging the receipt of adequate consideration and intending to be legally bound, Subscriber and Company agree to the terms and conditions set forth in this Addendum.

2. Grant of License. 

     a. In General.  Company hereby grants to Subscriber a limited, non-exclusive, non-transferable license to use the Branded App during the Term, solely for the operation of the Branded App in Subscriber’s name (the “License”).

     b. White Label Branding.  The Branded App shall be branded under Subscriber’s name and shall be accessible to the public in the mobile application stores for Apple and Google (i.e., Apple App Store and Google Play Store).

     c. Restrictions.  Subscriber shall not (i) decompile or reverse engineer the Branded App or otherwise attempt to obtain the source code for the Branded App; (ii) sublicense or allow any other person to use the Branded App, except pursuant to the normal operation of the Branded App (e.g., to end-users); (iii) use the name or proprietary logo(s) of Company without Company’s prior written consent; (iv) use the Branded App for any purpose other than the operation of the Branded App in the care industry; (v) use the Branded App in a manner that interferes with the use of the Branded App by Company or its other subscribers.

3. Services.  Company shall provide the following services in connection with the creation and operation of the Branded App (the “Branded App Services”):

     a. Customization. Company shall customize the Branded App with the name, logos, and branding of Subscriber. However, such customization shall not include the addition of functionality or the incorporation of new software.

     b. Hosting Services. Company shall provide hosting for the Branded App through Amazon Web Services, Cloudinary and other comparable hosting services.

     c. Support Services. Company shall provide the Support Services set forth in the Terms of Service.

4. Fees. The fees for the Branded App are set forth on the Sitter Pro Branded App Add-On Order Form or the Sitter Pro Annual Plan with Branded App Add-On Order Form, as applicable to Subscriber. As noted in the Branded App Set-Up Kickoff Documentation, included in your setup are two rounds of design changes (limited to the scope of the Branded App configurations only).  Additional rounds of design changes will be charged to Subscriber at $100.00 per hour. Any design changes that occur after final approval of the design by Subscriber will be charged at $250.00 per hour.

5. Functionality of Platform.

     a. Initial Functionality.  Company has provided a live demonstration of the Services to Subscriber and delivered to Subscriber videos of the Subscriber and end-user experience (the “Demonstration Version”). At the time of delivery to Subscriber, the Branded App will have substantially the same features and functionality of the Demonstration Version and no fewer features and no less functionality than the versions of the comparable product delivered to other subscribers of Company.

     b. Future Functionality. Following delivery of the Branded App to Subscriber, Company shall incorporate into the Branded App such additional features and functionality as Company makes available to its subscribers generally without charge. Company shall give Subscriber reasonable advance notice of such additional features and functionality if they are material to the operation of the Branded App.

6. Delivery of Branded App.

     a. Timetable.  Company shall use reasonable commercial efforts to develop and deliver the customized Branded App to Subscriber in accordance with a reasonable timetable to be agreed upon by Subscriber and Company. However, Subscriber understands that the ability of Company to follow this timetable depends on a number of factors beyond the control of Company, especially the timely cooperation of Subscriber and its employees. Company shall notify Subscriber when and if it believes the timetable should be shortened or extended.

     b. Delivery Process. Company will provide Subscriber with a live kickoff presentation that sets forth the delivery process for the Branded App and Company’s and Subscriber’s roles and obligations to ensure the Branded App is delivered and ready for use by Subscriber (the “Delivery Process”).  Upon completion of the steps outlined in the Delivery Process, Company shall notify Subscriber when Company believes the customized Branded App is ready for use by Subscriber.

7. Subscriber’s Obligations.  Subscriber shall (i) provide Company with the information and materials outlined in the Kickoff Presentation, (ii) cooperate with Company in the development and launch of the customized Branded App, (iii) give Company access to the Google and Apple developer accounts for the Branded App to provide any software updates recommended by Company, and (iv) operate the Branded App in accordance with the Terms of Service and all applicable laws and regulations, including, but not limited to, privacy laws.

8. Warranties.

     a. Warranty of Non-Infringement.

          i. In General.  Company warrants that Subscriber’s use of the Branded App as anticipated by this Addendum will not infringe on the rights of any third party. If a claim is made that Subscriber’s use of the Branded App infringes on the rights of a third party then Company will, at its sole expense and as Subscriber’s sole remedy, defend against such claim and pay any final judgment against Subscriber, provided that Subscriber promptly notifies Company of any such claim in writing and Company is given sole control over the defense and settlement of such claim. Company may, without the knowledge or consent of Subscriber, agree to any resolution of the dispute that does not require on the part of Subscriber a payment or an admission of wrongdoing. Without limiting the preceding sentence, Company may (i) seek to obtain through negotiation the right of Subscriber to continue using the Branded App; (ii) rework the Branded App so as to make it non-infringing; or (iii) replace the Branded App, as long as the reworked or replacement Branded App does not result in a material adverse change in the “look and feel” or operational characteristics of the Branded App. If none of these alternatives is reasonably available in Company’s sole discretion, Company may terminate this Addendum and refund or credit to Subscriber an amount equal to Subscription Fees paid to Company by Subscriber, less a pro rata credit to Company for each full or partial month since the Delivery Date that Subscriber used the Branded App.

          ii. Exceptions.  The foregoing warranty shall not apply to infringement caused by (i) Subscriber’s modification or use of the Branded App other than as contemplated by the Addendum; (ii) Subscriber’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the Branded App non-infringing; or (iii) information, specification or materials provided by Subscriber or a third party acting for Subscriber.

     b. No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8(A), THE BRANDED APP, INCLUDING ANY ACCOMPANYING DOCUMENTATION AND OTHER MATERIALS, AND THE SERVICES, ARE PROVIDED BY THE COMPANY “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE BRANDED APP WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE BRANDED APP WILL MEET THE SUBSCRIBER’S REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Responsibility for Operation of Branded App.  The parties agree that Subscriber, and not Company, is solely responsible for the operation of the Branded App. The role of Company is only to provide the Software Service. Company does not act as a fiduciary, business or legal advisor, or co-venturer. Subscriber is solely responsible for ensuring that the Branded App is operated in accordance with applicable laws, for monitoring the content displayed on the Branded App, and for establishing the terms of its relationships with end-users of the Branded App. Company is not responsible for any information or content displayed on or transmitted through the Branded App.

10. Term.  The term of this Addendum shall be for one (1) year (the “Subscription Term”).  The Subscription Term commences effective as of the effective date of Subscriber’s subscription for the Sitter Pro Software Service under the Sitter Pro Subscription Terms of Service and automatically renews for additional one (1) year periods until either Party terminates in accordance with the Terms of Service.  Upon any termination of this Addendum in accordance with Section 8 of the Terms of Service, the License shall terminate and Subscriber shall have no further rights in or to the Branded App, except as set forth in Section 8.4 of the Terms of Service.

11. Documentation.  Your end-users that use the Branded App also agree to be bound by the Sitter Pro App Terms (the “Consumer Agreement”), as the same may be modified by the Company from time to time.  You agree that you will incorporate the following language into your terms of use/terms of service available on your website and include the link provided below to the Consumer Agreement:

By using the [INSERT YOUR AGENCY’S NAME]’s mobile application (the “App”), you agree to be bound by the Sitter Pro App Terms (the “Consumer Agreement”), as the same may be modified from time to time.  You are responsible for complying with the Consumer Agreement in your use of the App.  

Company may also provide you certain documentation from time to time to facilitate your use of the Branded App and your end-user’s use of the Branded App, including, but not limited to, templates, which may be modified by you.  You acknowledge that, except for any of your trademarks, service marks, and logos that you may incorporate into such templates, that Company will retain and own all rights related to the documentation and Company is merely granting you a nontransferable and revocable license to use and distribute the documentation solely in connection with your operation of the Branded App.  You further acknowledge and agree that the template policies for the Branded App are not intended as legal advice from the Company and that you will have such template policies reviewed by your own legal counsel in connection with your use of the Branded App.