Terms of Service : Marketing Hub

Business Development Marketing Agreement 

THIS AGREEMENT is made as of the date signed (“Agreement”) by and between NannyPod USA Inc., a South Carolina incorporated company (here in after referred to as “NannyPod”) having its principal office at 1279 Dingle Road, Mount Pleasant, SC 29466  and the company and or person listed in the marketing hub registration form (collectively, the “Subscriber”) with the address and contact information listed in the form.

WHEREAS, NannyPod owns and operates software (“Software Service”) for Subscribers to market their products and services to consumers with discount coupons.

WHEREAS, Subscriber desires to utilize the Software Service subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and which includes, but is not limited to, the mutual covenants, rights and obligations herein contained, NannyPod and Subscriber hereby agree as follows:

  1. SERVICES. Subject to the terms of this Agreement, NannyPod shall make available to Subscriber the Software Service which shall provide promotion of the products, services and discount coupons which Subscriber may then receive customers.  Subscriber acknowledges and agrees the Software Service and the services provided thereby constitute valuable and proprietary intellectual property of NannyPod and nothing in this Agreement is intended to affect nor shall ever be construed as affecting NannyPod’s ownership of or proprietary rights in and to any and all of NannyPod’s intellectual property, rights and licenses constituting the Software Service or any component thereof  including any copyrights, trade secrets, patents and other intellectual and proprietary rights therein.  All proprietary rights of NannyPod, including without limitation, all intellectual property, and all rights and licenses in the Software Service, services and data provided thereby, and the programs, methods of processing, specific design and structure of individual programs and their interaction and the programming techniques employed therein, shall all remain the property of NannyPod. It is expressly understood and agreed no title to or ownership of the Software Service or any part thereof are transferred to Subscriber.

  1. AFFIRMATION.  Subscriber affirms that you have clicked on, read and agreed to the content in its entirety of each of the following url links which may be amended by NannyPod at anytime:

  1. TERM. The initial term of this Agreement shall be one (1) year, commencing on the date first above written, unless sooner terminated as herein provided. This Agreement shall automatically be extended for additional successive terms of one (1) year each and the Subscriber shall pay to NannyPod upon such automatic renewal the Software Pricing fees (as defined in the Software Pricing url link https://www.nannypod.com/softwarepricing ), unless either NannyPod or the Subscriber provides written notice to the other at least thirty one (31) days prior to the expiration date of the then current term that it will not extend this Agreement beyond the then applicable termination date.

3. PAYMENT OF CHARGES; REIMBURSEMENT OF EXPENSES. Subscriber shall pay to NannyPod Software Pricing fees as defined in the Software Pricing https://www.nannypod.com/software-pricing-marketing-hub,  (collectively, the “Software Pricing”). The Fee Schedule is subject to change at any time as determined by NannyPod in its sole discretion. Fees are due and payable in full immediately upon receipt of invoices while using the Software Service. All invoices and payments are non-transferable and non-refundable. Subscriber hereby agrees payment of all fees by direct wire, ACH of Subscriber’s bank account, check, or debit card or credit card or other electronic means of payment such as PayPal, Venmo or similar, and Subscriber shall maintain sufficient funds in said account to cover all fees hereunder. 

  1. RELATIONSHIP. NannyPod is acting solely as a software service provider through the Software Service to provide Subscriber a platform through which NannyPod can promote products, services and coupon codes. Subscriber shall be solely responsible for setting up the coupon code and honoring the discount to customers.  NannyPod hereby disclaims and makes no representation or warranty regarding the validity of customers.

  1. CONFIDENTIALITY. During the term of this Agreement and for one (1) year after the expiration of the term, Subscriber: (a) will hold and will cause all employees to hold in strict confidence all information furnished to Subscriber by NannyPod in connection with the Software Service (collectively, the “Information”); and (b) will not, without the prior written consent of NannyPod, or except as required by law, release or disclose any Information to any other person or company.  Information shall not include any information which can be shown to be or have become (i) generally available to the public other than as a result of a disclosure by NannyPod or its officers, directors, members, Subscribers, attorneys, accountants, representatives, agents, consultants and advisors, or (ii) available to Subscriber on a non-confidential basis from a source other than NannyPod or its agents if such source is entitled to disclose such information.  Subscriber understands and agrees the information prepared and provided by NannyPod is the proprietary information of NannyPod, for the sole purpose of providing the Software Service.

  1. ENVIRONMENT. If NannyPod determines in their sole discretion a customer’s welfare is jeopardized, exploited, or the product, service or coupon code is unsafe and unsecure, NannyPod may terminate the Agreement upon written notice to Subscriber and NannyPod shall retain all amounts paid by Subscriber to NannyPod under the terms of this Agreement. If Subscriber determines in their sole discretion a customer’s welfare is jeopardized, exploited, or the product, service or coupon code is unsafe and unsecure, Subscriber will notify NannyPod immediately in writing to info@nannypod.com .

  1. TERMINATION OF AGREEMENT; REFUNDS. Either party may terminate this Agreement without cause upon thirty one (31) days prior written notice by email to info@nannypod.com.  In the event NannyPod or Subscriber terminates this Agreement for cause or no cause, Subscriber shall not be entitled to any refund.  Any notice of termination from the Subscriber shall detail the reason or reasons for such termination. Subscriber acknowledges and agrees the Fee Schedule is fair and reasonable compensation to NannyPod for the administrative time and effort incurred in setting up the software, as well as collecting and processing the termination of this Agreement by the Subscriber.

  1. INDEMNIFICATION. Subscriber covenants and agrees, at their sole cost and expense, to indemnify, defend and hold harmless NannyPod, its officers, Subscribers, agents, employees, directors, shareholders, partners, members, owners and representatives (hereinafter, the “Indemnitee”) from and against any and all claims, including any actions or proceedings, by any third party against Indemnitee resulting from or arising out of personal injury, death or property damage caused by a product, service, coupon code or customer, and from and against all damages, losses, judgments, costs (including reasonable attorneys’ fees), expenses and liabilities incurred with respect to any such claim, action or proceeding arising therefrom.  In case any action or proceeding is brought against Indemnitee by reason of any such claim, action or proceeding, Subscriber, upon notice from the Indemnitee, covenants to resist or defend such action or proceeding with attorneys reasonably satisfactory to the Indemnitee.  

  1. LIABILITY; RELEASE. Subscriber acknowledges NannyPod is a software service provider only and provides Subscriber access to the Software Service to facilitate promoting products and services and coupon codes.  Subscriber shall be solely responsible for their products and services before listing them for sale to customers. NannyPod shall not be responsible for losses or damages resulting directly or indirectly from Subscriber’s product, service or coupon code.  NannyPod expressly disclaims and the parties specifically and explicitly agree that under no circumstances whatsoever shall NannyPod be liable for any SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF NANNYPOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES arising in connection with this Agreement or the alleged breach or violation hereof, and any damages recoverable by Subscriber as the result of any alleged breach of any provision hereof shall never exceed the total fees actually paid to NannyPod during the term hereof pursuant to this Agreement.   The pricing for the NannyPod Services stated in this Agreement is a material consideration in limiting NannyPod’s liability and Subscriber’s remedies.  In consideration for the services provided, the Subscriber forever discharges NannyPod USA Inc., its agents, employees, members, officers, directors, affiliates, successors and assigns (“Released Entities”), of and from any and every claim, demand, action or right of action of whatsoever kind of nature, whether in law or in equity, arising from or by reason of any personal injury, known or unknown, death or property damage, resulting or to result from any accident of other occurrence which may occur as a result of the participation in the Software Service, whether such injury, death or damage is caused by negligence of the Released Entities or not, except that which is the result of gross negligence and/or wanton misconduct. 

  1. ADDITIONAL CONDITIONS:

  

  1. Subscriber represents it is entering into this Agreement without relying upon any representation or warranty from NannyPod.  NannyPod hereby disclaims, to the maximum extent enforceable by law, any and all warranties of merchantability, quality, fitness for a particular purpose, non-infringement, non-interference, data accuracy, system integration, and all warranties that may otherwise be implied.  No warranties are made on the basis of trade usage, course of trade, or course of performance.

  1. SUCCESSORS AND ASSIGNS. Subscriber shall not assign its rights and obligations under this Agreement without NannyPod’s written consent.  This Agreement shall be binding upon and inure to the benefit of any permitted successor or assign, and each party shall cause such successor or assign to expressly agree in writing to be bound by this Agreement.

  1. SECTION HEADINGS; COUNTERPARTS. The headings of paragraphs, sections and other subdivisions of this agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, construe this agreement or any part or provision thereof or otherwise be given any legal effect.  This Agreement may be executed in multiple counterparts by the parties hereto.  It is further agreed the signature page of any person or entity executing this Agreement may be attached to an identical counterpart of this Agreement so that there may be one counterpart containing the signature of all parties. For the purposes of this Agreement, a scanned, facsimile or other like electronic signature shall be deemed an original.  The parties agree any Agreement entered into by electronic signature pursuant is intended to enforceable, as provided under applicable state law.  Without limiting the foregoing, the parties agree they will not contest the validity or enforceability of an electronic signature to the Agreement and copies of any such electronic signature will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.  

  1. ENTIRE AGREEMENT. This Agreement contains the full and complete integrated understanding and agreement between the parties with respect to the subject matter, and supersedes all other agreements between the parties whether written or oral relating thereto. This Agreement may not be modified or amended except by written instrument executed by both of the parties hereto. Each party agrees it has not relied upon any representation of the other party, except for any representation made by such party under the express terms of this Agreement, in entering into and undertaking the obligations imposed by this Agreement.

  1. LITIGATION EXPENSES.  All costs and expenses, including, without limitation, reasonable attorneys’ fees, of the prevailing party in any litigation by a party to enforce such party’s rights under this Agreement shall be paid by the non-prevailing party.

  1. NEGATION OF PARTNERSHIP.  None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise.  No party shall have the right to act as an agent for another party, unless expressly authorized to do so herein or by separate written instrument signed by the party to be charged.

  1. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date signed on the marketing hub form. 

Please note we cannot offer any refunds as there is work involved as soon as you register. Thank you for your understanding, we greatly appreciate it.

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