Terms of Service

Effective Date: September 1, 2024
Last Updated: September 10, 2026

Important Notice

Please read these Terms of Service carefully. These Terms form a legally binding agreement between WizHippo LLC (“WizHippo,” “we,” “our,” or “us”) and each person or organization that creates, activates, obtains, administers, accesses, or uses a WizHippo account or the Services, including Customers, Partners, Authorized Users, Partner Users, Parent Users, and other End Users.

WizHippo provides software tools for childcare organizations and approved independent consultants, agencies, and other service providers that support childcare organizations.

WizHippo is not a childcare provider, licensing authority, regulator, government agency, law firm, healthcare provider, accounting firm, insurance provider, or professional compliance consulting firm.

WizHippo does not guarantee that use of the Services, any compliance requirement, checklist, alert, readiness score, report, Partner recommendation, template, document classification, or other Platform feature will cause a childcare provider to satisfy applicable law, obtain or maintain a license, pass an inspection, avoid a deficiency or citation, or achieve any particular regulatory result.

IMPORTANT ARBITRATION AND CLASS ACTION NOTICE

SECTIONS 49 AND 50 CONTAIN BINDING ARBITRATION PROVISIONS AND CLASS ACTION WAIVERS THAT AFFECT LEGAL RIGHTS OF U.S. USERS. DIFFERENT ARBITRATION RULES APPLY TO BUSINESS USERS AND INDIVIDUAL END USERS. PLEASE READ THOSE SECTIONS CAREFULLY.

By creating or activating an account, clicking an acceptance checkbox or button, clicking Sign in after being presented with notice that doing so constitutes acceptance of these Terms, applying for or accepting Partner status, starting a Free Trial, accepting an Order, purchasing or renewing a Subscription, or otherwise accessing or using the Services after being presented with these Terms, the applicable person or organization agrees to the provisions of these Terms applicable to that person’s or organization’s role.

A person accepting these Terms on behalf of an organization represents that the person has authority to bind that organization.

Nothing in these Terms requires a consumer or other person to waive a right that applicable law does not permit to be waived.

Table of Contents

1. Agreement, Scope, and Role-Specific Terms
2. Definitions
3. Eligibility, Age, Authority, and Account Information
4. Description and Nature of the Services
5. Platform Evolution and Geographic Coverage
6. Customer Accounts, Locations, and Organizational Users
7. Parent Users and Individual End Users
8. Partner Program and Partner Approval
9. Partner Portal, Referrals, and Center Authorization
10. Partner Professional Services
11. Subscription Plans and Orders
12. Free Trial
13. No-Charge Partner Portal
14. Subscription Fees, Billing, and Automatic Renewal
15. Pricing Changes, Taxes, Credits, and Promotions
16. Failed Payments and Account Restrictions
17. Customer Responsibilities
18. Partner Responsibilities
19. End User Responsibilities
20. Licensing, Compliance Information, and Professional Judgment
21. Custody, Medical, Emergency, and Safety-Critical Decisions
22. Customer Data
23. Data Processing Terms
24. Privacy Roles and Individual Privacy Requests
25. Security and Account Protection
26. Security Incidents
27. Data Accuracy, Reports, Exports, and Backups
28. Sensitive and Specially Regulated Information
29. Acceptable Use
30. Prohibited Content and Misuse
31. Enforcement, Investigations, Fraud, and Abuse
32. Third-Party Services and Integrations
33. Payment Services
34. Parent Billing, Payments, and AutoPay
35. Communications and Partner Referrals
36. Support and Temporary Support Access
37. Availability, Maintenance, and Service Changes
38. Intellectual Property and Access Licenses
39. Feedback
40. Publicity, Partner Profiles, and WizHippo Branding
41. Confidentiality
42. Suspension, Cancellation, Termination, and Data Handling
43. Customer, Partner, Parent, and Third-Party Disputes
44. Copyright and DMCA
45. Export Controls and Sanctions
46. Warranties, Disclaimers, and Risk Allocation
47. Indemnification
48. Limitation of Liability
49. Dispute Resolution for Business Users
50. Dispute Resolution for Individual End Users
51. Contractual Claim Period
52. General Provisions and Contact Information

1. Agreement, Scope, and Role-Specific Terms

1.1 Agreement

These Terms govern access to and use of the Services by Customers, Partners, and End Users.

The contractual relationship between WizHippo and an applicable party may include:

(a) an Order, checkout confirmation, proposal, Partner Program terms, or other purchasing or enrollment document accepted by WizHippo;

(b) these Terms;

(c) any Data Processing Addendum, security addendum, regulatory addendum, or other written addendum expressly accepted by WizHippo; and

(d) policies expressly incorporated into those documents,

collectively, the “Agreement.”

The WizHippo Privacy Policy describes WizHippo’s privacy practices.

Except where applicable law or the Agreement expressly provides otherwise, the Privacy Policy is intended primarily as a transparency notice and does not independently create warranties or expand WizHippo’s contractual liability beyond the Agreement or applicable law.

1.2 Different Roles

A person may have more than one role within WizHippo.

For example, a person may be an administrator of a Customer account and also a Parent User.

The provisions applicable to the person’s activity and role apply when the person performs that activity.

If a role-specific provision conflicts with a general provision, the more specific role-based provision controls for that activity.

1.3 Order of Precedence

If applicable contractual documents conflict, the following order controls:

1. a signed writing expressly identifying the provision it overrides;
2. an applicable Data Processing Addendum or specialized regulatory addendum for matters within its scope;
3. an applicable Order or Partner Program agreement;
4. these Terms; and
5. incorporated policies.

A Customer purchase order, procurement form, vendor form, Partner form, portal term, or other third-party document does not modify the Agreement unless WizHippo expressly accepts that modification in writing through an authorized representative.

1.4 Business and Individual Use

Customer and Partner accounts are primarily offered for business, organizational, or professional purposes.

Parent Users and certain other End Users may use designated portions of the Services for personal, family, or household purposes.

A Parent User does not become the purchaser of a Customer’s WizHippo Subscription merely because the Parent User accesses the Platform or makes payments to a childcare provider using Platform functionality.

2. Definitions

For purposes of the Agreement:

Account Party means a Customer or Partner that is directly bound to WizHippo as an organization, business, professional, or account holder.

Affiliate means an entity that controls, is controlled by, or is under common control with a party.

Applicable Law means federal, state, local, and other law legally applicable to the relevant person, activity, data, or transaction.

Applicable Privacy Law means any privacy, data-protection, consumer-health-data, or data-security law applicable to particular Personal Information or processing activity.

Approved Partner means a Partner that WizHippo has reviewed and approved for active participation in the Partner Program.

Authorized User means an owner, director, administrator, employee, contractor, volunteer, or other individual whom a Customer authorizes to access the Platform on the Customer’s behalf.

Business User means a Customer, Partner, or Organizational End User accessing or using WizHippo primarily in a trade, business, employment, organizational, or professional context.

Center means a childcare center, daycare, preschool, early-learning program, childcare location, or other childcare-provider workspace maintained through a Customer account.

Customer means an individual or legal entity that obtains or administers WizHippo Services as a childcare provider or other subscribing organization.

Customer Data means data, records, files, documents, communications, images, content, and other information submitted, uploaded, entered, imported, transmitted, stored, generated from Customer-provided inputs, or otherwise processed by or for a Customer through the Services.

Documentation means WizHippo’s then-current instructions, Help Center content, tutorials, product guidance, and technical documentation.

End User means an individual who accesses or uses the Services, including an Authorized User, Partner User, Parent User, or other individual user.

Feedback means ideas, comments, suggestions, corrections, enhancement requests, or other feedback relating to the Services.

Free Trial means a temporary, no-charge evaluation of designated Customer Services.

Individual End User means an End User who accesses or uses the Services primarily for personal, family, or household purposes rather than on behalf of a business or organization. A Parent User ordinarily is an Individual End User.

Order means an ordering document, checkout confirmation, accepted proposal, or other purchasing record identifying a Subscription.

Organizational End User means an Authorized User, Partner User, or other individual accessing or using the Services on behalf of a Customer, Partner, employer, or other organization.

Parent User means a parent, guardian, authorized family member, payor, or other individual whom a Customer invites or permits to access Customer-controlled functionality relating to children, family information, communications, billing, payments, or other available Services.

Partner means an independent consultant, agency, advisor, organization, or service provider that participates or applies to participate in the WizHippo Partner Program.

Partner Authorization means a Customer’s affirmative authorization permitting an Approved Partner to access designated portions of that Customer’s Center environment.

Partner Group Profile means a Customer-selected security group, role, permission profile, or comparable Platform configuration that determines the functionality and information an authorized Partner may access or use within a Customer environment.

Partner Portal means the WizHippo workspace and related functionality made available to eligible Partners.

Partner Program means WizHippo’s program through which eligible independent consultants, agencies, advisors, or other service providers may access Partner functionality relating to childcare providers.

Partner User means an individual authorized by a Partner organization to access its Partner account.

Personal Information means information defined as personal information, personal data, or a comparable term under Applicable Privacy Law.

Platform means the hosted WizHippo software environment and related technology through which the Services are provided.

Security Incident means confirmed unauthorized access to, acquisition, use, disclosure, alteration, or destruction of Customer Data within systems under WizHippo’s control. Unsuccessful attacks, scans, blocked attempts, failed login attempts, and other events that do not result in unauthorized access to Customer Data are not Security Incidents.

Services means WizHippo’s hosted software, compliance-related functionality, Partner Portal, communications functionality, payment-enablement technology, support, hosting, and related services offered from time to time.

Subscription means a Customer’s time-limited right to access designated paid Services during an applicable monthly, annual, or other agreed term.

Subscription Term means the applicable period beginning on activation or renewal and ending on expiration, cancellation, or termination.

Subprocessor means a third-party service provider engaged by WizHippo to process Customer Data on WizHippo’s behalf in providing the Services.

Third-Party Service means a platform, payment processor, network, carrier, infrastructure provider, identity provider, integration, hosting provider, or other service operated by a person other than WizHippo.

Usage Data means technical, operational, diagnostic, analytical, and statistical information relating to operation or use of the Services.

3. Eligibility, Age, Authority, and Account Information

3.1 Legal Capacity

A person creating or controlling an account must have legal capacity to enter into a binding agreement.

An individual accepting the Agreement on behalf of an organization represents and warrants that the individual has authority to bind that organization.

3.2 Children May Not Create Accounts

The Services are not directed to children for purposes of creating or independently operating WizHippo accounts.

A child may not create, control, or independently operate a WizHippo account.

Information about children may be entered into the Services by childcare providers, parents, guardians, or other authorized adults in accordance with Applicable Law.

3.3 Age of End Users

An End User must be of legal age and capacity to enter into the provisions of these Terms applicable to that End User, except where another lawful arrangement permits access through an organization.

3.4 Verification

WizHippo may request information reasonably necessary to verify:

• identity;
• organizational authority;
• business status;
• ownership;
• billing information;
• Partner eligibility;
• licensing status;
• account integrity; or
• other information reasonably related to the Services.

3.5 Accuracy

Customers, Partners, and End Users must provide materially accurate information and maintain current account information as applicable.

WizHippo may rely on instructions, permissions, authorizations, and actions submitted through an authenticated account unless WizHippo has actual notice that the account has been compromised or that the instruction is unauthorized.

4. Description and Nature of the Services

WizHippo provides hosted software intended to assist childcare organizations with administrative, operational, communication, documentation, inspection-readiness, and compliance-related activities.

Platform functionality may include, among other things:

• compliance requirements;
• checklists;
• licensing information;
• staff records;
• training and certification tracking;
• child and family records;
• documents;
• facility information;
• reminders and alerts;
• inspections;
• findings and follow-up activities;
• readiness indicators and scores;
• reporting;
• communications;
• billing or payment-enablement functionality;
• Parent User functionality;
• Partner access; and
• other operational functionality.

WizHippo may also provide Partner functionality allowing Approved Partners to support Customers that independently authorize them.

The Services are administrative and informational tools.

They do not replace:

• professional judgment;
• qualified legal or regulatory advice;
• human supervision;
• internal controls;
• official government information;
• recordkeeping obligations;
• emergency procedures; or
• duties imposed by Applicable Law.

WizHippo does not operate childcare facilities and does not make admissions, staffing, custody, authorized-pickup, medical, safety, disciplinary, educational, employment, accounting, tax, legal, insurance, licensing, or regulatory decisions for Customers, Partners, or End Users.

Descriptions, examples, demonstrations, screenshots, roadmaps, marketing materials, and planned functionality are illustrative unless expressly made part of a signed Order.

5. Platform Evolution and Geographic Coverage

5.1 Platform Changes

Cloud software changes over time.

WizHippo may add, modify, reorganize, redesign, replace, limit, suspend, or discontinue features, workflows, interfaces, reports, templates, integrations, Partner functionality, payment functionality, technology, supported formats, or other aspects of the Services.

Nothing in the Agreement guarantees permanent availability of any specific feature, workflow, application architecture, integration, device capability, report, API, mobile application, format, or technology.

Except where reasonably necessary for security, law, prevention of harm, Third-Party Service changes, or operational integrity, WizHippo will not intentionally eliminate substantially all core functionality of a prepaid paid Subscription during the then-current Subscription Term without providing a commercially reasonable transition, substitute, credit, termination option, or refund of applicable unused prepaid Subscription fees.

5.2 Geographic Coverage

WizHippo may make compliance-related information or functionality available for particular states, jurisdictions, licensing authorities, provider categories, or regulatory programs.

The existence of functionality for a state or jurisdiction does not mean that WizHippo has identified every law, regulation, agency interpretation, local ordinance, accreditation requirement, contractual condition, funding condition, or licensing requirement applicable to a Customer.

5.3 Official Sources Control

Laws, regulations, forms, licensing standards, agency guidance, interpretations, and enforcement practices may change.

Official statutes, regulations, government publications, licensing authorities, court orders, and qualified professional advice control over conflicting or incomplete Platform content.

Customers and Partners must independently verify material regulatory requirements.

6. Customer Accounts, Locations, and Organizational Users

Each Customer account is licensed solely to the applicable subscribing organization.

A Customer may not sell, rent, sublicense, share, or transfer its Customer account except as expressly permitted by the Agreement, including Section 52.3.

Unless an Order states otherwise, each separately operated childcare location may require its own Subscription.

Where supported, WizHippo may permit centralized administration of multiple authorized Centers.

Customers may designate Authorized Users and assign available permissions.

Each Authorized User must use individual credentials unless WizHippo expressly provides another approved authentication method.

Credential sharing, unauthorized generic accounts, credential pooling, and unauthorized access are prohibited.

The Customer will:

• establish access appropriate to each user’s responsibilities;
• use reasonable least-privilege practices;
• review permissions periodically;
• promptly disable access after termination or role changes;
• protect administrator accounts;
• maintain authorized account contacts; and
• remain responsible for organizational decisions and activities occurring through Customer-controlled access.

An Organizational End User also agrees individually to the provisions of these Terms applicable to the End User’s use of WizHippo.

7. Parent Users and Individual End Users

7.1 Direct End-User Agreement

These Terms govern a Parent User’s and other Individual End User’s individual access to and use of WizHippo.

By activating an account, accepting an invitation, affirmatively accepting these Terms, clicking Sign in after being presented with notice that doing so constitutes acceptance, or otherwise accessing the Services after reasonable notice of these Terms, the Individual End User agrees to the provisions applicable to that End User.

7.2 Customer-Controlled Access

Parent User access originates from and remains associated with the applicable Customer.

The Customer determines, subject to Platform functionality and Applicable Law:

• whether to invite or provide access to a Parent User;
• which child or family records are associated with that Parent User;
• what Customer-controlled information is made available;
• which Customer-controlled functionality is available; and
• when Customer-controlled access should be modified or revoked.

WizHippo provides technology that enables the Customer to administer those relationships.

7.3 No Childcare Relationship With WizHippo

A Parent User account does not make WizHippo the childcare provider.

Childcare, supervision, education, transportation, meals, health practices, discipline, staffing, facility operations, and other childcare services are provided or controlled by the Customer, not WizHippo.

WizHippo is not responsible for the quality, licensing status, acts, omissions, professional decisions, or childcare services provided by an independent Customer.

7.4 Custody and Authority

WizHippo does not determine custody, guardianship, parental rights, authorized-pickup authority, court-order validity, protective orders, emergency authority, or family relationships.

A WizHippo account, invitation, association with a child’s record, email address, or Platform permission does not independently establish legal custody, guardianship, parental authority, or pickup authority.

7.5 Parent-Submitted Information

Information submitted by a Parent User into a Customer environment may become Customer Data and may be available to the Customer and persons the Customer lawfully authorizes.

By submitting information, files, photographs, messages, or other content, the Parent User represents that the Parent User has the right to submit that material and authorizes WizHippo to process it as reasonably necessary to provide the Services.

Nothing in this provision transfers ownership of intellectual property beyond the limited processing rights necessary to provide the Services.

7.6 Records and Corrections

Parent Users should contact the applicable Customer regarding Customer-created records, child records, attendance, enrollment, tuition amounts, custody information, or other Customer-controlled information.

WizHippo may direct privacy, correction, deletion, or access requests concerning Customer Data to the applicable Customer where appropriate to WizHippo’s role.

Nothing in these Terms limits rights an Individual End User has under Applicable Law.

7.7 Customer Access Decisions

WizHippo is not responsible for a Customer’s lawful decision to grant, limit, suspend, or revoke Parent User access.

8. Partner Program and Partner Approval

8.1 Partner Application

Participation in the Partner Program is subject to WizHippo approval.

Creating a Partner account, submitting an application, receiving orientation or training, referring a Center, or communicating with WizHippo does not automatically result in Approved Partner status.

8.2 Approved Partner Status

A Partner becomes an Approved Partner only after WizHippo affirmatively approves the Partner for applicable Partner Program functionality.

Approval may include verification of account or business information and completion of orientation or training regarding use of WizHippo’s Platform and Partner resources.

WizHippo may establish, revise, or discontinue Partner Program requirements.

8.3 Meaning of Approval

Approved Partner status means only that WizHippo has authorized the Partner to participate in the Partner Program and use applicable Partner functionality.

Approved Partner status is not:

• a government certification;
• professional certification;
• professional accreditation;
• childcare licensing approval;
• regulatory approval;
• legal certification;
• background-check certification;
• verification of every professional qualification;
• an endorsement or guarantee of the Partner’s independent services;
• a guarantee that a Partner’s regulatory interpretation is correct; or
• a guarantee that a Center working with that Partner will remain compliant or pass an inspection.

Customers remain responsible for determining whether a Partner is suitable for their needs.

8.4 Partner Training

WizHippo may provide tutorials, demonstrations, documentation, orientation, or training concerning the operation and use of the WizHippo Platform.

Unless WizHippo expressly states otherwise in writing, such training concerns operation of WizHippo and does not constitute professional compliance, licensing, legal, or regulatory certification.

8.5 Visibility to Customers

Only Partners with active Approved Partner status may be eligible to appear in Partner search, selection, referral, directory, or Customer Partner Authorization functionality.

Approval does not guarantee:

• placement;
• ranking;
• visibility;
• leads;
• referrals;
• Customer relationships;
• geographic exclusivity;
• revenue; or
• a minimum number of connected Centers.

Appearance within WizHippo’s Partner interface means only that the Partner is eligible for applicable Partner Program functionality.

8.6 Revocation of Approval

WizHippo may suspend or revoke Approved Partner status where reasonably appropriate because of:

• Agreement violations;
• Platform misuse;
• unauthorized Customer access;
• security concerns;
• materially inaccurate Partner information;
• misuse of WizHippo branding;
• material or substantiated Customer complaints;
• deceptive or fraudulent conduct;
• unlawful activity;
• failure to maintain applicable Partner Program requirements; or
• material legal, security, operational, financial, or reputational risk.

WizHippo may act immediately when delay could create material risk.

9. Partner Portal, Referrals, and Center Authorization

9.1 Separate Partner Account

A Partner account and Partner Portal are separate from Customer Center accounts.

Access to the Partner Portal does not itself provide access to Customer Data.

9.2 Referrals

Where referral functionality is available, a Partner may submit business or contact information relating to a prospective Customer.

The Partner represents that such information was obtained and is submitted lawfully for the contemplated referral or invitation.

Partners may not use referral functionality for:

• spam;
• impersonation;
• harassment;
• deceptive communications;
• unlawfully harvested contact lists; or
• unlawful marketing.

9.3 Referral Does Not Equal Access

A referral does not authorize a Partner to access a Center.

A Center starting a trial, purchasing WizHippo, or being attributed to a Partner referral also does not independently authorize Partner access.

Referral attribution and Customer authorization are separate relationships.

9.4 Partner Authorization

A Partner may access a Center only while applicable access requirements are satisfied.

Those requirements may include:

• an active Partner account;
• active Approved Partner status;
• an eligible Customer account;
• an active Partner-Customer relationship;
• affirmative Partner Authorization by the Customer;
• an assigned Partner Group Profile; and
• other applicable Platform security requirements.

By authorizing a Partner, the Customer expressly instructs and authorizes WizHippo to make designated Customer Data and Platform functionality available to that Partner according to the Customer’s effective permissions.

WizHippo may rely upon authorization submitted through an authenticated Customer account unless it has actual notice that the authorization is unauthorized or compromised.

9.5 Partner Group Profiles

The Customer controls Partner access through Partner Group Profiles and other permission controls made available by WizHippo.

Depending on Platform functionality, a Partner Group Profile may permit or restrict the Partner’s ability to:

• view information;
• enter information;
• create records;
• update records;
• upload documentation;
• review compliance information;
• manage findings or follow-up items;
• access inspection information;
• download or export information;
• generate reports; or
• perform other available functions.

Different Customers may provide the same Partner different levels of access.

Where supported, different Centers may also provide different access.

The Customer is responsible for reviewing the effective permissions associated with a Partner Group Profile before assigning it.

Profile names and descriptions are administrative conveniences and are not substitutes for reviewing actual permissions.

9.6 Least-Privilege Requirement

A Partner may access only information reasonably necessary to perform authorized services for the applicable Customer.

A Partner may not bypass, circumvent, alter, elevate, or attempt to expand its permissions.

WizHippo may impose additional technical restrictions notwithstanding Customer-selected permissions where reasonably necessary for security, privacy, law, Platform integrity, or prevention of harm.

9.7 Partner Organizations

Where a Partner is an agency or organization, the Partner may authorize Partner Users where supported.

The Partner is responsible for its Partner Users and must promptly remove persons who no longer require access.

9.8 Modification and Revocation

A Customer may modify, suspend, restrict, or revoke Partner access through available Platform functionality.

WizHippo may suspend Partner access if required Partner approval, Customer authorization, permissions, Subscription status, account status, or security conditions cease to be valid.

Revocation by one Center does not necessarily terminate the Partner’s relationships with other Centers.

9.9 Partner Is Not a WizHippo Subprocessor

A Partner is an independent third party and is not a WizHippo Subprocessor merely because the Customer authorizes the Partner through WizHippo.

Unless WizHippo separately engages the Partner as a Subprocessor in writing, any processor, service-provider, contractor, confidentiality, professional-services, or similar relationship legally required between a Customer and Partner is the responsibility of those parties.

Customers are responsible for determining whether Applicable Privacy Law requires a separate data-processing or confidentiality agreement with a Partner.

10. Partner Professional Services

Partners are independent third parties.

Any consulting, licensing-readiness, administrative, compliance-support, training, or other professional relationship between a Partner and Customer is solely between those parties.

Except for administering the Partner Program and use of the Platform, WizHippo does not control how a Partner performs independent professional services.

WizHippo is not responsible for a Partner’s:

• consulting methodology;
• professional advice;
• recommendations;
• regulatory interpretations;
• deadlines;
• work product;
• staffing;
• representations;
• omissions;
• professional fees;
• contracts;
• insurance;
• licenses;
• errors; or
• results.

A Partner may not represent that it has authority to bind WizHippo or that it is WizHippo’s employee, regulator, licensing representative, attorney, professional advisor, or agent.

The word “Partner” is a program designation only.

It does not create a legal partnership, franchise, joint venture, fiduciary relationship, agency, or employment relationship with WizHippo.

11. Subscription Plans and Orders

WizHippo may offer multiple Customer Subscription plans with different:

• functionality;
• pricing;
• usage limits;
• eligibility;
• support;
• storage;
• integrations; or
• optional services.

The applicable Order or checkout identifies the purchased Subscription and billing cycle.

WizHippo may introduce new plans, change or retire plans for future purchases or renewals, establish usage limits, or offer promotions.

A price, plan, promotion, discount, or arrangement offered to another Customer does not entitle a Customer to identical terms.

12. Free Trial

Eligible Customers may receive a fourteen (14) day Free Trial or another trial duration expressly displayed at enrollment.

A Free Trial is for evaluation.

Trial functionality, storage, support, retention, and available features may differ from paid Services.

Unless the applicable enrollment flow expressly discloses automatic conversion and obtains any consent required by Applicable Law, a no-credit-card Free Trial will not automatically become a paid Subscription solely because the trial expires.

At the end of a Free Trial, access may end unless the Customer purchases a Subscription.

WizHippo may deny, restrict, or revoke a Free Trial to address:

• duplicate trials;
• fraud;
• abuse;
• excessive resource usage;
• security risk; or
• activity inconsistent with legitimate evaluation.

Customers should export information they wish to retain before trial access ends.

13. No-Charge Partner Portal

WizHippo may provide some or all Partner Portal functionality without charge.

No-charge Partner access is not a Customer Free Trial.

No-charge access does not create a contractual entitlement to:

• continued availability;
• any particular feature;
• continued Partner approval;
• referrals;
• leads;
• connected Centers;
• commissions;
• revenue;
• storage levels;
• service levels;
• uptime commitments; or
• permanent free access.

WizHippo may modify, restrict, suspend, charge for, or discontinue Partner Portal functionality, subject to Applicable Law and any separate written agreement.

A Partner account does not provide a Customer Subscription to a Center.

Each Center must maintain whatever active Subscription or other eligibility WizHippo requires for that Center’s applicable Services and Partner connectivity.

14. Subscription Fees, Billing, and Automatic Renewal

14.1 Fees

Subscription fees are payable according to the applicable Order or checkout terms.

Unless otherwise stated, Subscription fees are charged in advance.

14.2 Automatic Renewal

UNLESS THE APPLICABLE ORDER EXPRESSLY STATES OTHERWISE, A PAID SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS EQUAL TO THE THEN-CURRENT BILLING CYCLE UNTIL CANCELLED IN ACCORDANCE WITH THE AGREEMENT.

The applicable checkout or Order will disclose the applicable billing frequency and price or method by which pricing is determined.

By purchasing an automatically renewing Subscription, the Customer authorizes WizHippo and its applicable payment processor to charge the payment method on file for applicable recurring Subscription fees, taxes, and authorized charges.

14.3 Cancellation

A Customer may prevent future renewal through available cancellation functionality or by contacting WizHippo Support before the next renewal is processed.

Cancellation prevents future renewal but does not retroactively cancel a billing period that has already begun.

Except where required by Applicable Law or expressly agreed otherwise, prepaid Subscription fees are non-refundable and unused portions of a Subscription Term are not credited.

14.4 Legally Required Procedures

Where Applicable Law requires additional disclosure, affirmative consent, renewal reminders, cancellation procedures, or other protections, WizHippo will provide the applicable legally required process for the affected transaction.

Nothing in this Section waives a non-waivable automatic-renewal right.

15. Pricing Changes, Taxes, Credits, and Promotions

Unless otherwise stated in an Order, paid Subscription pricing remains in effect during the current prepaid Subscription Term.

WizHippo may change pricing, plan structure, included usage, or fees for a future renewal after providing reasonable notice.

Fees exclude applicable sales, use, excise, value-added, withholding, or similar taxes unless expressly stated otherwise.

Customers are responsible for taxes associated with their purchase or use of the Services except taxes imposed on WizHippo’s net income.

Credits are discretionary unless required by law or the Agreement, have no cash value, and may be used only as stated.

Promotions may be limited by eligibility, duration, account, location, or other disclosed conditions.

16. Failed Payments and Account Restrictions

If a Subscription payment fails, WizHippo may attempt collection and notify the Customer.

WizHippo may allow a grace period of up to seven (7) calendar days after the due date.

After the applicable grace period, WizHippo may restrict:

• administrative functions;
• new data entry;
• exports;
• communications;
• Partner access;
• payment functionality; or
• other portions of the affected Services.

If payment remains outstanding thirty (30) calendar days after the original due date, WizHippo may suspend or terminate the Subscription.

The Customer remains responsible for accrued fees, taxes, permitted processor costs, negative balances, and other amounts due.

Reactivation is not guaranteed and may require payment of outstanding amounts and any disclosed reactivation charge.

17. Customer Responsibilities

The Customer is responsible for its childcare business, facilities, personnel, users, records, decisions, Partner relationships, and use of the Services.

The Customer will:

• comply with Applicable Law and childcare licensing requirements;
• obtain required licenses, permits, registrations, approvals, background checks, qualifications, and insurance;
• obtain required parental, employee, contractor, volunteer, and other notices, permissions, authorizations, and consents;
• maintain materially accurate and timely Customer Data;
• configure user and Partner permissions appropriately;
• periodically review access;
• promptly remove unnecessary access;
• protect credentials and devices;
• maintain current account, ownership, billing, and contact information;
• maintain independent copies of legally required or business-critical records;
• review reports and exports before relying upon them;
• maintain appropriate Internet connectivity, equipment, and infrastructure;
• cooperate with reasonable security, fraud, payment, and support investigations; and
• ensure persons using Customer-controlled access comply with applicable portions of the Agreement.

The Customer is responsible for determining whether to authorize a Partner and what Partner Group Profile to assign.

The Customer is also responsible for determining whether disclosure of Customer Data to a particular Partner is legally and professionally appropriate.

18. Partner Responsibilities

A Partner is responsible for its business, personnel, Partner Users, professional services, Customer relationships, representations, and use of the Services.

A Partner will:

• provide materially accurate Partner information;
• comply with Partner Program requirements;
• maintain appropriate account security;
• access Customer Data only with valid Customer authorization;
• use Customer Data only for legitimate authorized Customer services;
• comply with applicable Partner Group Profiles and permissions;
• maintain Customer confidentiality;
• use reasonable administrative, technical, and organizational security practices;
• limit Customer Data access to personnel with a legitimate need;
• promptly deactivate personnel who no longer require access;
• refrain from using one Customer’s information for another Customer;
• refrain from selling Customer Data;
• refrain from using Customer Data for unrelated advertising, prospecting, or commercial purposes;
• protect data after download or export;
• promptly report suspected compromise or unauthorized access;
• avoid misleading statements concerning Approved Partner status;
• avoid representing that WizHippo guarantees the Partner’s services or advice; and
• comply with law applicable to its professional and business activities.

19. End User Responsibilities

Each End User will:

• use an individual account;
• provide materially accurate account information;
• protect login credentials;
• refrain from sharing credentials with unauthorized persons;
• access only information the End User is authorized to access;
• avoid impersonating another person;
• comply with Platform permissions;
• use the Services lawfully;
• protect Personal Information viewed or downloaded through the Services; and
• promptly notify WizHippo and, where appropriate, the applicable Customer or Partner of suspected account compromise.

An Organizational End User must use the Services only within authority granted by the applicable organization.

An Individual End User is responsible for activity knowingly initiated through that End User’s credentials, except to the extent Applicable Law provides otherwise.

20. Licensing, Compliance Information, and Professional Judgment

20.1 Customer Responsibility

The Customer is solely responsible for determining the legal and regulatory requirements applicable to its childcare operation.

Requirements may depend upon:

• state;
• county;
• municipality;
• licensing authority;
• provider type;
• ages served;
• program type;
• funding source;
• accreditation;
• facility characteristics;
• capacity;
• staffing;
• contractual commitments; and
• individual circumstances.

20.2 Informational Nature

Compliance requirements, checklists, reminders, alerts, scores, templates, classifications, inspection-readiness indicators, findings, and reports are informational and administrative aids.

They do not constitute an official compliance determination.

20.3 Readiness Scores

A readiness score, compliance percentage, risk classification, “critical” designation, missing-item indicator, or similar Platform output is an internal software-generated indicator based upon information, rules, configurations, and data available to the Platform.

It is not:

• an official inspection score;
• government determination;
• professional certification;
• accreditation;
• legal opinion;
• licensing decision; or
• guarantee of an inspection result.

20.4 Regulatory Changes

Laws, rules, forms, guidance, agency interpretations, and enforcement practices may change before WizHippo updates corresponding Platform content.

WizHippo does not guarantee real-time identification or implementation of regulatory changes.

Customers and Partners must verify material requirements through appropriate official sources.

20.5 No Compliance Guarantee

WizHippo does not warrant that using the Services will cause a Customer to:

• obtain a license;
• maintain a license;
• satisfy every applicable requirement;
• avoid a deficiency;
• avoid a citation;
• pass an announced or unannounced inspection;
• receive a particular regulatory assessment; or
• avoid enforcement action.

21. Custody, Medical, Emergency, and Safety-Critical Decisions

The Platform must not be the sole basis for safety-critical decisions.

WizHippo does not determine:

• custody;
• guardianship;
• parental rights;
• identity;
• medical authority;
• authorized-pickup status;
• validity of court orders;
• validity of protective orders;
• emergency treatment authority;
• mandated-reporting obligations; or
• comparable legal questions.

Customers must use appropriate human verification and professional judgment before:

• releasing a child;
• administering medication;
• relying on medical information;
• modifying custody or pickup access;
• responding to emergencies;
• acting on court orders;
• making mandated-reporting decisions; or
• taking another action where error or delay could cause harm.

Parent Users should communicate urgent safety, health, custody, or emergency matters directly to the childcare provider using appropriate channels.

The Platform is not an emergency dispatch service and must not be relied upon as the sole method of emergency communication.

22. Customer Data

22.1 Ownership

As between WizHippo and the Customer, the Customer retains its rights in Customer Data.

WizHippo does not claim ownership of Customer Data.

22.2 License to Process

The Customer grants WizHippo a limited, non-exclusive license to process Customer Data as reasonably necessary to:

• provide the Services;
• host and store information;
• authenticate users;
• implement permissions;
• provide Customer-authorized Partner access;
• generate Customer-requested reports;
• transmit communications;
• facilitate Customer-selected payment functionality;
• secure and maintain the Platform;
• provide support;
• create and rotate backups;
• troubleshoot;
• prevent fraud and abuse;
• comply with law;
• enforce the Agreement; and
• carry out lawful Customer instructions.

Technical processing may include caching, indexing, logging, replication, temporary copies, backup rotation, format conversion, migration, validation, synchronization, transmission, and similar operations reasonably necessary to provide hosted software.

22.3 Partner Access

When a Customer authorizes a Partner, the Customer instructs WizHippo to make designated Customer Data accessible to that Partner according to effective Customer permissions.

Partner access does not transfer ownership of Customer Data.

22.4 Partner-Created Records

Customer-specific notes, findings, records, documents, actions, updates, and other information entered by a Partner within a Customer environment become Customer Data.

A Partner retains ownership of its independently developed pre-existing intellectual property, general methodologies, generic templates, training materials, and other proprietary materials.

If Partner-owned material is placed within a Customer workspace, the Partner grants WizHippo the rights reasonably necessary to host and process it through the Services and grants the Customer the rights reasonably necessary to use the material within that Customer’s operations, subject to any separate lawful Customer-Partner agreement.

22.5 Parent-Submitted Records

Information a Parent User submits into a Customer-controlled Center environment may become Customer Data.

WizHippo may process that information according to Customer instructions and applicable Platform functionality.

22.6 No Sale or Unrelated Advertising

WizHippo will not sell Customer Data as “sale” is defined under Applicable Privacy Law or share Customer Data for cross-context behavioral advertising where prohibited by Applicable Privacy Law.

WizHippo will not use identifiable child, family, or staff Customer Data for unrelated behavioral advertising.

22.7 Aggregated and De-Identified Information

WizHippo may create and use aggregated or de-identified information for lawful purposes including:

• operating the Services;
• security;
• analytics;
• product improvement;
• reliability;
• capacity planning; and
• understanding general Platform usage.

Where Applicable Law imposes requirements on de-identified information, WizHippo will handle such information consistently with those requirements and will not attempt to re-identify it except where legally permitted for security, validation, or other authorized purposes.

22.8 Customer Authority

The Customer represents that it has the rights, authority, notices, permissions, and legal bases necessary for WizHippo to process Customer Data according to the Agreement.

23. Data Processing Terms

This Section applies where Applicable Privacy Law treats the Customer as a controller, business, regulated entity, or comparable party and WizHippo as a processor, service provider, contractor, or comparable party with respect to Customer Data.

Where the parties execute a separate Data Processing Addendum, that addendum controls to the extent of a conflict concerning its subject matter.

23.1 Documented Instructions

WizHippo will process Customer Data according to documented Customer instructions reflected in:

• the Agreement;
• Customer use and configuration of the Platform;
• Customer-selected functionality;
• Customer-created records;
• account permissions;
• Partner Authorizations;
• support requests; and
• other lawful instructions agreed by the parties.

WizHippo may process Customer Data outside those instructions where required by law.

Where legally permitted and required, WizHippo will notify the Customer of such a legal requirement.

23.2 Subject Matter and Duration

The subject matter is provision of WizHippo’s hosted childcare-management, compliance-support, Partner-access, communications, payment-enablement, support, security, and related Services.

Processing continues during authorized use of the Services and applicable retention, backup, security, dispute, or legally required periods.

23.3 Nature and Purpose

Processing may include:

• collection;
• receipt;
• storage;
• hosting;
• organization;
• structuring;
• retrieval;
• viewing;
• transmission;
• synchronization;
• Customer-directed modification;
• report generation;
• authentication;
• backup;
• security monitoring;
• support;
• Customer-authorized disclosure;
• deletion; and
• other processing reasonably necessary to provide the Services.

Specific business purposes include providing Customer-selected Platform functions; maintaining Customer records; providing compliance-support tools; authenticating authorized users; carrying out Partner Authorizations; supporting Customer communications and payments; securing, maintaining, and troubleshooting the Platform; preventing fraud; and providing Customer support.

23.4 Categories of Customer Data

Depending on Customer use, Customer Data may include:

• child information;
• parent and guardian information;
• emergency contacts;
• authorized pickup information;
• contact information;
• attendance;
• enrollment information;
• health, allergy, immunization, medication, and incident information;
• staff and personnel information;
• training and certification records;
• facility information;
• licensing and compliance records;
• inspections and findings;
• billing and transaction records;
• documents;
• photographs;
• communications; and
• other information submitted by or for the Customer.

23.5 Categories of Individuals

Customer Data may concern:

• children;
• parents;
• guardians;
• family members;
• authorized pickup persons;
• emergency contacts;
• employees;
• contractors;
• volunteers;
• applicants;
• owners;
• administrators;
• consultants;
• Partners; and
• other individuals whose information a Customer lawfully processes.

23.6 Processing Restrictions

To the extent required for WizHippo to qualify as a processor, service provider, or contractor under Applicable Privacy Law, WizHippo will:

• process Customer Data only for the specific permitted business purposes described in the Agreement;
• comply with applicable processor or service-provider obligations;
• provide the level of protection required by Applicable Privacy Law;
• not sell Customer Data;
• not share Customer Data for cross-context behavioral advertising where prohibited;
• not retain, use, or disclose Customer Data outside the permitted business purposes except as allowed by Applicable Law;
• not use Customer Data for unrelated advertising; and
• not combine Customer Data with unrelated personal information in a manner prohibited by Applicable Privacy Law.

23.7 Confidentiality

Persons authorized by WizHippo to process Customer Data will be subject to appropriate confidentiality obligations.

23.8 Security

WizHippo will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data and Services.

23.9 Subprocessors

The Customer generally authorizes WizHippo to engage Subprocessors reasonably necessary to provide the Services.

WizHippo will require Subprocessors processing Customer Data to be subject to appropriate contractual data-protection obligations.

Where Applicable Privacy Law requires notice of a new or replacement Subprocessor, WizHippo may provide notice through:

• the Platform;
• email;
• its website;
• a published Subprocessor list; or
• another reasonable method.

Where Applicable Law grants the Customer a right to object, an objection must be based upon reasonable data-protection grounds.

If the parties cannot reasonably resolve a valid objection, WizHippo may provide an alternative where commercially feasible or permit termination of the affected Service.

23.10 Individual Rights Requests

Taking into account the nature of processing, WizHippo will provide commercially reasonable assistance where required by Applicable Privacy Law to enable a Customer to respond to a legally valid request concerning Customer Data when the Customer cannot reasonably fulfill that request using available Platform functionality.

WizHippo may direct individuals making requests concerning Customer Data to the applicable Customer.

23.11 Assessments

Where legally required and reasonably related to WizHippo’s processing, WizHippo will provide information reasonably available to assist a Customer with required privacy, cybersecurity, or data-protection assessments.

23.12 Verification

Where required by Applicable Privacy Law, WizHippo will make available information reasonably necessary to demonstrate compliance with applicable processor obligations.

WizHippo may satisfy such obligations through:

• security documentation;
• policies;
• questionnaires;
• testing summaries;
• certifications, if any;
• independent assessment materials, if any; or
• other reasonable evidence.

Intrusive or on-site audits are permitted only where required by Applicable Law or expressly agreed in writing and will be subject to reasonable confidentiality, security, notice, scope, frequency, and non-interference restrictions.

No audit may require WizHippo to provide another customer’s information, source code, credentials, active penetration-testing information, or information that would materially compromise security.

23.13 Right to Address Unauthorized Processing

Where Applicable Privacy Law gives a Customer the right to take reasonable and appropriate steps to ensure compliant processing, WizHippo will reasonably cooperate with such steps.

If WizHippo determines that it can no longer comply with a material processor obligation applicable to Customer Data, WizHippo will notify the affected Customer where legally required.

The parties will reasonably cooperate to stop and remediate unauthorized processing.

23.14 Return and Deletion

Upon termination and where required by Applicable Privacy Law, WizHippo will delete or return applicable Customer Data in accordance with the Agreement and then-current retention practices, except information retained as permitted or required for:

• law;
• security;
• backup;
• fraud prevention;
• payment disputes;
• litigation;
• legal holds; or
• evidentiary purposes.

23.15 Non-Waivable Requirements

Where Applicable Privacy Law imposes an additional non-waivable processor obligation, that requirement controls to the extent legally required.

24. Privacy Roles and Individual Privacy Requests

WizHippo may act in different privacy roles depending upon the information and processing activity.

For Customer Data, WizHippo generally processes information on behalf of the Customer according to Customer instructions.

For information WizHippo uses for its own:

• account administration;
• authentication;
• fraud prevention;
• security;
• billing;
• Partner Program administration;
• website operations;
• business communications;
• legal compliance; or
• similar independent purposes,

WizHippo may independently determine the purposes of processing as permitted by law.

Customers remain responsible for their own:

• privacy notices;
• consents;
• legal bases;
• records of consent;
• disclosures;
• retention obligations; and
• responses to individuals

to the extent required by Applicable Law.

Partner access does not relieve a Customer of those responsibilities.

WizHippo’s Privacy Policy provides additional information concerning WizHippo’s privacy practices and rights that may be available to individuals.

25. Security and Account Protection

WizHippo uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and the Services.

Depending on applicable Services and configuration, safeguards may include:

• encrypted communications;
• secure password storage;
• role-based access controls;
• Customer-configurable permissions;
• Partner permission controls;
• logical tenant separation;
• authentication safeguards;
• login protections;
• logging;
• backup systems;
• infrastructure protections; and
• multi-factor authentication where offered or enabled.

Security practices evolve and may change.

No Internet-connected service, electronic-storage system, software platform, or security measure can guarantee complete security.

Customers, Partners, and End Users must:

• protect credentials;
• use individual user accounts;
• prevent unauthorized credential sharing;
• use reasonably secure devices and networks;
• maintain reasonable endpoint security;
• restrict administrative privileges;
• remove former personnel;
• use available enhanced authentication where appropriate; and
• protect data after it is downloaded, printed, emailed, exported, or otherwise removed from WizHippo.

WizHippo is not responsible for security failures occurring solely within systems, devices, networks, accounts, or credentials outside WizHippo’s reasonable control, except where Applicable Law provides otherwise.

26. Security Incidents

WizHippo will investigate confirmed or reasonably suspected Security Incidents affecting Customer Data within systems under WizHippo’s control.

Where required by Applicable Law or an applicable binding data-processing obligation, WizHippo will notify the affected Customer without undue delay after determining that a reportable Security Incident has occurred.

Information may be provided in phases as investigation progresses.

WizHippo may take reasonable measures to:

• contain;
• investigate;
• remediate;
• mitigate; and
• prevent recurrence

of a Security Incident.

Unless Applicable Law directly requires WizHippo to notify affected individuals or regulators, the Customer remains responsible for determining and providing notices legally required because of Customer-controlled Customer Data.

A Partner must notify WizHippo and the affected Customer without undue delay after discovering or reasonably suspecting unauthorized access to Customer Data through the Partner’s:

• credentials;
• personnel;
• systems;
• devices;
• exports; or
• activities.

Partners will reasonably cooperate with incident investigation and mitigation.

Nothing in this Section alters statutory responsibility that Applicable Law assigns directly to WizHippo.

27. Data Accuracy, Reports, Exports, and Backups

Customers are responsible for the accuracy, completeness, timeliness, legality, and classification of Customer Data.

Partners are responsible for information they enter or modify on behalf of Customers.

Platform calculations, classifications, alerts, scores, reports, and summaries may depend upon:

• Customer Data;
• Partner input;
• configurations;
• rules;
• assumptions; and
• third-party information.

Incorrect, incomplete, outdated, or misclassified inputs may produce incorrect or incomplete outputs.

Customers and Partners must review material reports before relying upon them.

Export availability depends upon:

• plan;
• permission;
• data type;
• configuration; and
• then-current Platform functionality.

WizHippo does not guarantee that every field, historical event, attachment, calculation, relationship, permission event, or audit detail will be exportable in every format.

WizHippo operational backups are intended for disaster recovery and business continuity.

They are not the Customer’s official archive or statutory records-retention system.

Customers must maintain independent copies of information they are legally required to retain or consider essential.

28. Sensitive and Specially Regulated Information

28.1 Data Minimization

Customers and Partners should submit only information reasonably necessary for legitimate childcare, administrative, operational, compliance, billing, employment, or related purposes.

28.2 Payment Card Information

Users must not place complete payment-card numbers, card security codes, banking credentials, or other prohibited payment information into general-purpose notes, uploads, messages, or fields not expressly designed for that information.

Payment-card processing should occur only through designated payment functionality.

28.3 Government Identifiers and Highly Sensitive Information

Customers should avoid placing Social Security numbers, complete government-identification numbers, financial account credentials, or comparably sensitive information into general-purpose fields unless the applicable WizHippo feature is specifically designed and authorized for that purpose.

28.4 Biometric Information

Unless WizHippo expressly introduces functionality designed for legally regulated biometric information and provides applicable terms, Customers, Partners, and End Users must not use WizHippo to collect or store biometric identifiers such as fingerprints, retina or iris scans, voiceprints used for identification, or scans of hand or face geometry used for identification.

28.5 HIPAA

WizHippo does not represent that it is a HIPAA Business Associate for a Customer unless WizHippo has expressly executed an applicable Business Associate Agreement.

A Customer that is a HIPAA covered entity or business associate may not use the Services in a manner that requires WizHippo to act as a HIPAA Business Associate unless an appropriate Business Associate Agreement has been executed.

28.6 FERPA and Student Privacy Laws

Some educational agencies, public schools, school districts, preschools, or other programs may be subject to the Family Educational Rights and Privacy Act (“FERPA”) or specialized state student-privacy requirements.

WizHippo does not represent that a Customer may rely upon a particular FERPA exception, school-official designation, or specialized student-privacy arrangement unless applicable requirements have been evaluated and, where appropriate, addressed through an applicable Order or written addendum.

28.7 Consumer Health Data

Certain information relating to health conditions, symptoms, medication, immunization, allergies, or other health-related matters may be subject to state consumer-health-data or other privacy laws even when HIPAA does not apply.

To the extent WizHippo processes such Customer Data solely on behalf of a Customer, the Customer instructs WizHippo to process that information only for the permitted Services and purposes described in the Agreement.

Customers remain responsible for notices, consents, authorizations, and other obligations Applicable Law places upon the Customer as the entity collecting or controlling that information.

28.8 Other Specialized Legal Regimes

A Customer must not use the Services in a manner that requires WizHippo to assume specialized contractual or regulatory obligations beyond those in the Agreement unless WizHippo has expressly accepted those obligations in writing.

29. Acceptable Use

Customers, Partners, and End Users may use the Services only lawfully and in accordance with the Agreement, Documentation, authorized permissions, and reasonable technical limits.

No user may:

• share credentials with unauthorized persons;
• impersonate another person or organization;
• access a Center without authorization;
• exceed assigned permissions;
• circumvent Partner Group Profiles;
• use another person’s account without permission;
• scrape, crawl, harvest, mirror, or systematically extract Platform information without authorization;
• use bots or automated tools to circumvent interfaces, limits, authentication, or intended use;
• access non-public APIs without authorization;
• reverse engineer, decompile, disassemble, or attempt to derive Platform source code except to the limited extent a prohibition is unenforceable under Applicable Law;
• conduct penetration or vulnerability testing without written authorization;
• bypass security, authentication, rate limiting, permissions, or logging;
• introduce malware or destructive code;
• send spam, phishing, spoofed, deceptive, or unlawful communications;
• provide materially false account, Partner, identity, or payment information;
• interfere with Platform operation;
• use Customer Data from one Customer for another without authorization;
• use Customer Data for unauthorized competitive intelligence;
• use the Platform to develop or train a competing service through unauthorized systematic extraction;
• unlawfully exploit or endanger a minor; or
• use the Services for fraud or other unlawful activity.

30. Prohibited Content and Misuse

Customers, Partners, and End Users may not use the Services to submit, store, transmit, display, or facilitate material that:

• violates Applicable Law;
• violates a valid court order;
• infringes copyright, trademark, privacy, publicity, confidentiality, trade-secret, or other rights;
• contains child sexual abuse material or unlawful sexual exploitation material;
• facilitates exploitation, trafficking, abuse, violence, credible threats, fraud, identity theft, or financial crime;
• contains malware or destructive code;
• consists of unlawfully obtained credentials or information;
• unlawfully discriminates against persons; or
• is knowingly false or deceptive in a manner reasonably likely to cause material harm.

WizHippo may immediately restrict access to material that presents serious legal, security, or safety concerns.

31. Enforcement, Investigations, Fraud, and Abuse

WizHippo does not routinely review Customer Data for regulatory compliance.

WizHippo may investigate suspected:

• Agreement violations;
• fraud;
• payment abuse;
• Security Incidents;
• unauthorized access;
• unlawful activity;
• serious Partner misconduct;
• misuse of Approved Partner status;
• prohibited content;
• threats to persons or systems; or
• conduct reasonably likely to create material legal, security, operational, financial, or reputational harm.

WizHippo may, where reasonably appropriate:

• preserve relevant evidence;
• restrict functionality;
• suspend accounts;
• revoke Partner approval;
• disable Partner access;
• restrict content;
• cooperate with processors or infrastructure providers;
• notify affected parties;
• respond to legally valid process; or
• terminate access.

Where commercially reasonable and appropriate to the circumstances, WizHippo may provide notice and an opportunity to cure.

Immediate action may be taken where delay could materially increase risk.

32. Third-Party Services and Integrations

The Services may depend upon or interoperate with Third-Party Services, including:

• hosting providers;
• cloud infrastructure;
• payment processors;
• banks;
• communication providers;
• identity services;
• analytics providers; and
• software integrations.

Third-Party Services are governed by their own agreements, policies, technical requirements, security practices, and availability.

WizHippo does not control independent Third-Party Services and is not responsible for their independent acts, omissions, outages, policy changes, pricing, security incidents, or discontinued functionality except to the extent liability cannot lawfully be excluded.

A Third-Party Service may modify or discontinue functionality.

WizHippo may add, replace, suspend, or remove Third-Party Services or integrations as reasonably necessary.

Customer-selected use of an integration authorizes WizHippo to exchange information with that Third-Party Service as reasonably necessary to provide the selected functionality.

33. Payment Services

33.1 Separate Payment Relationships

Customer Subscription payments to WizHippo are separate from tuition, enrollment fees, or other amounts families pay to Customers.

33.2 Payment Enablement

The Platform may enable Customers to request, display, schedule, record, facilitate, or reconcile family payments.

Unless expressly agreed otherwise, WizHippo provides technology enabling payment instructions and information exchange with independent payment processors.

WizHippo does not purchase Customer receivables, guarantee payment, advance funds, determine tuition obligations, or become the provider of underlying childcare services.

WizHippo is not a bank or deposit-taking institution.

33.3 Merchant Responsibility

The Customer remains the merchant or childcare provider responsible for amounts charged to families.

The Customer is responsible for:

• establishing tuition and fees;
• legality and accuracy of charges;
• childcare contracts;
• receipts and disclosures;
• refunds;
• credits;
• cancellation policies;
• recurring-payment arrangements;
• taxes;
• consumer-protection obligations; and
• delivery of childcare services.

33.4 Payment Processors

Independent payment processors may require Customers or End Users to:

• accept processor terms;
• establish or connect merchant accounts;
• provide payment information;
• complete identity or business verification; or
• satisfy other processor requirements.

33.5 Settlement

Payment authorization, settlement, and payout timing are not guaranteed.

Settlement may be affected by:

• processor review;
• weekends;
• holidays;
• financial institutions;
• reserves;
• holds;
• reversals;
• card networks;
• ACH networks;
• fraud controls; or
• legal requirements.

A Platform payment status is not a guarantee that funds are final or immune from reversal.

33.6 Refunds, Chargebacks, and Negative Balances

Customers are responsible for Customer-related refunds, chargebacks, ACH returns, reversals, processor fees, assessments, and negative balances.

WizHippo or an applicable processor may offset or recover such amounts as permitted by the applicable payment agreement and law.

34. Parent Billing, Payments, and AutoPay

34.1 Customer Determines Childcare Charges

The Customer, not WizHippo, establishes:

• tuition;
• enrollment charges;
• late fees;
• discounts;
• credits;
• payment schedules;
• childcare-related fees; and
• other amounts charged for the Customer’s services.

WizHippo does not determine whether an underlying Customer charge is contractually owed, reasonable, refundable, or legally enforceable.

Underlying billing disputes must ordinarily be resolved between the Parent User and Customer.

34.2 Payment Facilitation

WizHippo may provide technology through which Parent Users can:

• view billing information;
• provide payment information;
• initiate payments;
• select payment methods; or
• establish eligible recurring payment instructions.

Independent payment processors and financial institutions may process transactions.

34.3 One-Time Payment Authorization

By affirmatively initiating a payment, a Parent User authorizes the applicable payment processor and participating financial institutions to process the payment according to the information presented during that transaction.

The Parent User represents that the Parent User is legally authorized to use the selected payment method.

34.4 AutoPay Requires Separate Authorization

Acceptance of these general Terms does not by itself authorize recurring withdrawals from a Parent User’s bank account or other payment method.

Enrollment in AutoPay requires a separate affirmative authorization through the applicable AutoPay process.

The authorization process will identify the recurring arrangement and other information required by Applicable Law.

Where Applicable Law requires a signed or similarly authenticated authorization or a copy of that authorization to be provided to the consumer, the applicable authorization process must satisfy those requirements.

34.5 Variable Payments

Where legally required for recurring electronic transfers that may vary in amount, applicable notice, agreed range, or other legally permitted mechanism will be used.

34.6 Revocation

A Parent User may modify or revoke AutoPay according to available functionality, the applicable authorization, processor requirements, and Applicable Law.

Revocation does not retroactively cancel a payment already initiated or an underlying amount legitimately owed to the Customer.

34.7 Refunds and Billing Disputes

The Customer is responsible for deciding whether a childcare-related refund, credit, adjustment, cancellation, or other billing remedy is owed.

WizHippo may provide transaction records or technical assistance reasonably available through the Platform but does not adjudicate the underlying childcare billing dispute.

Nothing in these Terms limits non-waivable rights concerning unauthorized electronic transfers, billing errors, chargebacks, or payment disputes.

34.8 Bank and Processor Charges

A Parent User may incur overdraft, insufficient-funds, card-network, bank, or processor charges imposed by third parties.

WizHippo is not responsible for independent third-party charges except where Applicable Law provides otherwise.

35. Communications and Partner Referrals

The Services may support:

• email;
• SMS/text messaging;
• Platform notifications;
• billing notices;
• security communications;
• Partner referrals; and
• other communication channels.

Delivery is not guaranteed.

Messages may be:

• delayed;
• filtered;
• blocked;
• duplicated;
• truncated;
• routed incorrectly; or
• not received.

Customers and Partners initiating communications through the Platform are responsible for obtaining permissions and consents legally required for those communications.

They must comply with applicable:

• sender-identification;
• opt-out;
• suppression;
• marketing; and
• telecommunications requirements.

Partners submitting referral information represent that the information may lawfully be used for the contemplated referral.

WizHippo may send transactional, administrative, billing, security, trial, account, Partner Program, authorization, legal, and service-related communications.

Where Applicable Law requires separate consent for a WizHippo marketing communication, nothing in these Terms eliminates that requirement.

The Services must not be relied upon as the sole means of communicating emergency or time-critical child-safety information.

36. Support and Temporary Support Access

Unless otherwise agreed in writing, support is provided using WizHippo’s then-current support channels and published business practices.

Support is provided using commercially reasonable efforts.

No guaranteed response time, resolution time, restoration time, or service level applies unless expressly agreed in a signed Order.

Support ordinarily does not include:

• legal advice;
• regulatory opinions;
• professional compliance consulting;
• custom software development;
• data cleanup;
• onsite services; or
• support for unrelated third-party products.

Authorized WizHippo personnel or approved service providers may obtain limited temporary access to an account or relevant Customer Data when reasonably necessary to:

• diagnose;
• troubleshoot;
• support;
• maintain;
• secure;
• investigate; or
• verify

the Services.

Such access will be subject to appropriate confidentiality and access controls.

37. Availability, Maintenance, and Service Changes

WizHippo seeks to operate a reliable Platform but does not guarantee continuous, uninterrupted, error-free, or latency-free operation.

Availability may be affected by:

• maintenance;
• upgrades;
• software defects;
• security work;
• Internet failures;
• telecommunications failures;
• cloud-provider issues;
• payment-processor issues;
• third-party outages;
• cyberattacks;
• demand spikes; or
• circumstances outside WizHippo’s reasonable control.

WizHippo may perform scheduled or emergency maintenance.

Where commercially reasonable, WizHippo may provide notice of planned maintenance expected to cause material interruption.

No service-level agreement, uptime commitment, service credit, or dedicated support obligation applies unless expressly stated in a signed Order.

38. Intellectual Property and Access Licenses

Except for Customer Data and intellectual property independently owned by a Customer, Partner, or End User, WizHippo and its licensors retain all rights in the:

• Platform;
• Services;
• software;
• source code;
• object code;
• architecture;
• databases and schemas;
• APIs;
• user interfaces;
• Documentation;
• report designs;
• templates;
• workflows;
• algorithms;
• methods;
• graphics;
• Partner Portal;
• Partner Program materials;
• trademarks; and
• related technology.

During an active Subscription, WizHippo grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access the purchased Services for authorized business operations.

During authorized Partner Program participation, WizHippo grants the Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use applicable Partner functionality for permitted Partner Program purposes.

WizHippo grants an End User a limited, revocable, non-exclusive, non-transferable right to use functionality made available to that End User through an authorized account.

No software or WizHippo intellectual property is sold or transferred.

39. Feedback

Customers, Partners, and End Users may voluntarily provide Feedback.

The person or organization providing Feedback grants WizHippo a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use, reproduce, modify, develop, commercialize, and otherwise exploit that Feedback for lawful purposes without compensation or attribution.

Feedback does not include identifiable Customer Data merely because a user reports a technical problem or describes Platform behavior.

40. Publicity, Partner Profiles, and WizHippo Branding

40.1 Customers

WizHippo may factually identify a Customer as a WizHippo customer in customer lists, proposals, or similar business materials.

Where WizHippo uses a Customer’s logo or other trademark, the Customer grants WizHippo a limited license for that identification purpose.

A Customer may request discontinuation of future public uses.

WizHippo will discontinue new discretionary uses within a commercially reasonable period.

40.2 Partner Profiles

Partners authorize WizHippo to display information intended for Partner discovery or Customer authorization, including as applicable:

• business or professional name;
• logo;
• public business contact information;
• service categories;
• service area;
• Partner profile; and
• Approved Partner status.

40.3 WizHippo Branding

Partners may use WizHippo Partner branding only as authorized by WizHippo.

Partner branding may not be used to imply:

• government approval;
• professional certification;
• ownership by WizHippo;
• employment by WizHippo;
• regulatory authority;
• authority to bind WizHippo; or
• a guarantee by WizHippo of the Partner’s services.

When Partner approval ends, the Partner must discontinue representing that it is an active Approved Partner within a commercially reasonable period specified by WizHippo.

41. Confidentiality

“Confidential Information” means non-public information disclosed by one party to another that is designated confidential or reasonably should be understood to be confidential given its nature and circumstances.

Customer Data is Customer Confidential Information.

WizHippo’s non-public software, security information, pricing, product plans, technical information, and Partner Program information may constitute WizHippo Confidential Information.

A Recipient will:

• use Confidential Information only for authorized purposes;
• protect it using at least reasonable care;
• disclose it only to persons with a legitimate need to know; and
• require appropriate confidentiality protections from persons receiving it.

A Partner receiving Customer Data must treat that information as confidential whether or not it is marked confidential.

A Partner may not disclose one Customer’s Customer Data to another Customer.

These obligations do not apply to information the Recipient can demonstrate:

• became public without breach;
• was lawfully known without restriction before disclosure;
• was lawfully obtained from another source without confidentiality obligation; or
• was independently developed without use of the Confidential Information.

Required disclosures may be made pursuant to Applicable Law or legally valid process.

Where legally permitted and reasonably practicable, the Recipient will provide notice concerning compelled disclosure.

Unauthorized disclosure may cause irreparable harm, and an affected party may seek appropriate equitable relief in addition to other legally available remedies.

42. Suspension, Cancellation, Termination, and Data Handling

42.1 Suspension

WizHippo may suspend all or part of the Services where reasonably necessary to:

• protect security;
• prevent unauthorized access;
• investigate fraud or abuse;
• protect Customer Data;
• address payment default;
• comply with law or legal process;
• respond to a processor or infrastructure requirement;
• prevent harm;
• enforce the Agreement; or
• address material operational, financial, legal, security, or reputational risk.

Suspension may apply to a Customer account, Partner account, End User account, Partner Authorization, particular functionality, or other affected access.

42.2 Notice and Cure

Where commercially reasonable, WizHippo may provide notice and an opportunity to cure a remediable breach.

WizHippo may act immediately where delay could create material security, legal, privacy, safety, fraud, or operational risk.

42.3 Customer Cancellation

A Customer may cancel its Subscription as described in Section 14.

42.4 Partner Withdrawal

A Partner may discontinue participation in the Partner Program through available functionality or by contacting WizHippo.

42.5 End User Access

An End User’s access may end because:

• the applicable Customer or Partner revokes access;
• the End User’s relationship with the applicable organization ends;
• the applicable Customer Subscription ends;
• the account is suspended for misuse or security;
• the Customer changes permissions; or
• another applicable authorization ends.

42.6 Termination for Cause

WizHippo may terminate an affected account, Agreement, Subscription, Partner participation, or End User access for:

• material breach not cured within ten (10) days after notice where curable;
• unlawful activity;
• fraud;
• serious misuse;
• prohibited content;
• unauthorized Customer access;
• serious security threats;
• payment default as described in Section 16;
• materially deceptive Partner representations; or
• activity reasonably likely to cause material harm.

42.7 Service Discontinuation

WizHippo may discontinue a Service or Partner Program.

For prepaid Customer Services discontinued during a current Subscription Term, WizHippo may provide a commercially reasonable transition, substitute service, credit, termination option, or refund of applicable unused prepaid Subscription fees.

42.8 Effect of Customer Termination

When a Customer account ends, Authorized User, Parent User, and Partner access to that Customer environment may be disabled.

42.9 Effect of Partner Termination

When Partner approval or authorization ends, the Partner must stop accessing affected Customer environments.

Where reasonably practicable and legally permitted, the Partner must securely delete Customer Data retained outside WizHippo after it is no longer required for authorized Customer services unless continued retention is required by law or a lawful separate agreement with the Customer.

42.10 Customer Data Retention

Customers should export needed Customer Data before access ends.

Unless otherwise stated in an Order or required by Applicable Law, WizHippo may retain Customer Data from a cancelled paid account for approximately thirty (30) days after access ends and may thereafter delete it from active systems.

Free Trial information may be retained for a shorter period.

42.11 Backups

Deleted information may remain temporarily within backup systems until normal rotation occurs.

WizHippo is not obligated to restore deleted Customer Data from disaster-recovery backups.

42.12 Legal Retention

WizHippo may retain limited information longer where reasonably necessary for:

• law;
• legal process;
• security;
• fraud prevention;
• payment disputes;
• litigation;
• enforcement;
• regulatory requirements; or
• evidentiary purposes.

42.13 Survival

Payment, intellectual property, Customer Data ownership, Partner data-use restrictions, confidentiality, disclaimers, indemnification, liability limitations, arbitration, dispute resolution, and provisions that by their nature should survive will survive expiration or termination.

43. Customer, Partner, Parent, and Third-Party Disputes

WizHippo has no obligation to mediate, investigate, adjudicate, arbitrate, or determine the merits of disputes solely between:

• Customers and Partners;
• Customers and Parent Users;
• Customers and employees;
• Customers and contractors;
• Customers and families;
• different Customers;
• Partners and their clients;
• Partners and their personnel;
• parents or guardians;
• payors;
• vendors; or
• other third parties.

Such disputes may involve:

• custody;
• childcare quality;
• enrollment;
• attendance;
• tuition;
• refunds;
• childcare contracts;
• professional consulting;
• Partner fees;
• regulatory advice;
• record accuracy;
• employment;
• privacy requests;
• Partner authorization;
• Partner referrals;
• work product; or
• access rights.

WizHippo may provide available technical records, transaction information, authorization logs, audit information, or administrative assistance where reasonably appropriate to WizHippo’s role and permitted by Applicable Law.

Providing assistance does not make WizHippo a party to the underlying dispute or create a duty to determine which participant is correct.

44. Copyright and DMCA

WizHippo respects intellectual-property rights.

A copyright owner or authorized agent may submit a copyright complaint identifying:

• the copyrighted work;
• the allegedly infringing material;
• its location;
• appropriate contact information;
• a good-faith statement;
• an accuracy and authority statement; and
• a physical or electronic signature.

WizHippo may remove or restrict allegedly infringing material where reasonably appropriate.

WizHippo may forward a complaint to the affected Customer, Partner, or End User.

A person who believes material was removed because of error may submit a legally sufficient counter-notification.

Copyright notices may be submitted using the contact information in Section 52.

Nothing in these Terms represents that WizHippo has obtained any particular statutory copyright safe harbor beyond what Applicable Law provides.

45. Export Controls and Sanctions

Customers, Partners, and End Users must comply with applicable United States export-control, sanctions, anti-boycott, and trade laws.

The Services may not be accessed, exported, re-exported, transferred, or made available in violation of applicable restrictions.

WizHippo may reasonably screen parties, request verification, restrict access, or terminate Services where reasonably necessary for trade-law compliance.

46. Warranties, Disclaimers, and Risk Allocation

46.1 Customer Warranties

The Customer represents and warrants that:

• it has authority to enter the Agreement;
• Customer instructions are lawful;
• it has required rights and permissions concerning Customer Data;
• Partner Authorizations are lawful;
• payment instructions are authorized;
• information supplied to WizHippo is materially accurate; and
• it will use the Services lawfully.

46.2 Partner Warranties

The Partner represents and warrants that:

• it has authority to enter the Agreement;
• Partner information is materially accurate;
• it will comply with applicable Partner Program requirements;
• it will access Customer Data only when authorized;
• it will protect Customer confidentiality;
• referral activity will comply with Applicable Law;
• it will not misrepresent Approved Partner status; and
• its independent services will comply with law applicable to those services.

46.3 End User Warranties

Each End User represents that:

• information knowingly provided by the End User is materially accurate;
• the End User will access only authorized information;
• the End User will not intentionally misuse the Services; and
• the End User will comply with Applicable Law when using the Services.

46.4 Services Provided “As Is”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, PARTNER PORTAL, COMPLIANCE TOOLS, READINESS SCORES, CHECKLISTS, TEMPLATES, REPORTS, ALERTS, DOCUMENTATION, COMMUNICATIONS, PAYMENT-ENABLEMENT FUNCTIONALITY, PARTNER LISTINGS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

WIZHIPPO DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

46.5 Specific Disclaimers

WizHippo does not warrant that:

• the Services will always be available;
• operation will be uninterrupted or error-free;
• every Security Incident can be prevented;
• Customer Data will never be lost;
• every regulatory requirement will be identified;
• every regulatory update will be implemented immediately;
• every checklist will be complete for every Customer;
• every alert will identify every issue;
• every readiness score will reflect an official regulatory assessment;
• a regulator will accept a record, document, score, interpretation, or report;
• a Customer will pass an inspection;
• a license will be issued or renewed;
• a deficiency or citation will be avoided;
• an Approved Partner will provide complete or error-free advice;
• a Partner will achieve a particular professional result;
• a payment will settle;
• a message will be delivered; or
• the Services will satisfy every specialized legal requirement applicable to every Customer.

46.6 Childcare Provider Disclaimer

WizHippo does not warrant or guarantee the licensing status, safety, quality, staffing, suitability, services, actions, or omissions of any independent childcare Customer.

Parent Users remain responsible for independently evaluating childcare providers.

46.7 Insurance

Customers are responsible for insurance appropriate to their childcare operations.

Partners are responsible for insurance appropriate to their consulting or professional activities.

WizHippo does not provide insurance covering Customer or Partner operations.

46.8 Consumer Rights

Some jurisdictions do not permit exclusion of certain warranties.

For an Individual End User, the foregoing disclaimers apply only to the maximum extent permitted by Applicable Law.

47. Indemnification

47.1 Customer Indemnification

To the extent permitted by Applicable Law, the Customer will defend, indemnify, and hold harmless WizHippo, its Affiliates, and their members, managers, officers, employees, contractors, licensors, processors, and agents from third-party claims, proceedings, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer Data or Customer instructions;
• the Customer’s childcare operations;
• services provided to children or families;
• licensing or regulatory decisions;
• custody or pickup decisions;
• medical or safety decisions;
• employment matters;
• Customer communications;
• Customer payment or tuition obligations;
• refunds or chargebacks;
• Customer selection or authorization of a Partner;
• Customer permission configurations;
• Customer violations of Applicable Law;
• Customer violations of third-party rights; or
• Customer breach of the Agreement.

This obligation does not apply to the extent a claim is directly caused by WizHippo conduct for which indemnification cannot lawfully be required.

47.2 Partner Indemnification

To the extent permitted by Applicable Law, the Partner will defend, indemnify, and hold harmless WizHippo, its Affiliates, and their members, managers, officers, employees, contractors, licensors, processors, and agents from third-party claims, proceedings, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

• Partner professional services;
• Partner recommendations;
• Partner regulatory interpretations;
• unauthorized Customer access;
• unauthorized use or disclosure of Customer Data;
• breach of confidentiality;
• Partner User activity;
• Partner referral activity;
• false or deceptive representations;
• misuse of WizHippo branding;
• violations of Applicable Law;
• violations of third-party rights; or
• Partner breach of the Agreement.

47.3 Limited End User Indemnification

To the extent permitted by Applicable Law, an End User will indemnify WizHippo against a third-party claim arising directly from the End User’s intentional unlawful misuse of the Services, knowing infringement of another person’s intellectual-property rights, fraud, or unauthorized access to another person’s information.

This Section does not impose indemnification upon an Individual End User to the extent prohibited by Applicable Law.

47.4 Defense Procedures

WizHippo will provide reasonable notice of an indemnified claim.

The indemnifying party may control the defense with counsel reasonably acceptable to WizHippo.

No settlement may:

• admit wrongdoing by WizHippo;
• impose obligations upon WizHippo; or
• materially restrict WizHippo

without WizHippo’s prior written consent.

WizHippo may participate in the defense through its own counsel at its own expense except where Applicable Law provides otherwise.

48. Limitation of Liability

48.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, OR ANTICIPATED SAVINGS ARISING OUT OF OR RELATING TO THE SERVICES OR AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WIZHIPPO WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

48.2 Specific Risk Allocation

To the maximum extent permitted by Applicable Law, WizHippo will not be liable for damages arising from:

• Customer childcare decisions;
• Customer regulatory decisions;
• licensing or inspection outcomes;
• inaccurate Customer, Parent, or Partner input;
• custody or pickup determinations;
• medical or safety decisions;
• a Customer’s selection of a Partner;
• independent Partner services or advice;
• Partner professional errors;
• Customer-configured permissions;
• a Customer’s decision to provide or revoke Parent access;
• Third-Party Services;
• processor decisions;
• failed or delayed communications;
• failed or reversed payments;
• Customer failure to maintain legally required records;
• Customer failure to maintain independent backups; or
• Customer, Partner, or End User failure to protect exported information,

except to the extent liability cannot lawfully be excluded.

48.3 Paid Customer Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PAID CUSTOMER’S AGREEMENT OR SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY THAT CUSTOMER TO WIZHIPPO FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

Amounts processed for childcare tuition, taxes, processor fees, pass-through charges, refunds, chargebacks, or similar amounts are not Subscription fees for purposes of this cap.

48.4 Free Trial Liability Cap

To the maximum extent permitted by Applicable Law, WizHippo’s total aggregate liability arising exclusively from a Free Trial will not exceed one hundred United States dollars (US $100).

48.5 Partner Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO A PARTNER ARISING FROM NO-CHARGE PARTNER PORTAL OR PARTNER PROGRAM SERVICES WILL NOT EXCEED THE GREATER OF (A) AMOUNTS ACTUALLY PAID BY THAT PARTNER DIRECTLY TO WIZHIPPO FOR THE AFFECTED PARTNER SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

48.6 Individual End User Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO AN INDIVIDUAL END USER ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) AMOUNTS THAT INDIVIDUAL END USER PAID DIRECTLY TO WIZHIPPO FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

Tuition, enrollment fees, childcare charges, taxes, and other amounts paid by a Parent User to a Customer are not amounts paid to WizHippo for purposes of this limitation.

48.7 Non-Waivable Liability

Nothing in the Agreement excludes or limits liability to the extent Applicable Law prohibits exclusion or limitation.

No provision is intended to waive a non-waivable statutory right.

Limitations will not apply to fraud, willful misconduct, or other liability only to the extent Applicable Law does not permit that liability to be limited.

Customer and Partner payment obligations, applicable indemnification obligations, unauthorized misuse of WizHippo intellectual property, and breaches of confidentiality remain subject to the Agreement and Applicable Law.

48.8 Essential Basis

The parties acknowledge that Subscription pricing, no-charge Partner access, free End User access, and other economic terms reflect the allocation of risk in these Terms and that WizHippo would not provide the Services on the same terms without these limitations.

49. Dispute Resolution for Business Users

This Section applies to Customers, Partners, and Organizational End Users using WizHippo primarily in a business, organizational, employment, or professional capacity.

49.1 Informal Resolution

Before commencing arbitration or litigation against WizHippo, the party asserting a dispute must send written notice describing:

• the claimant;
• relevant facts;
• the nature of the dispute;
• the requested relief; and
• contact information.

The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of notice.

This requirement does not prevent temporary relief reasonably necessary to protect intellectual property, Confidential Information, Customer Data, account security, or persons from imminent harm.

49.2 Binding Arbitration

Except for eligible small-claims matters and permitted temporary or preliminary injunctive relief, any dispute, claim, or controversy between WizHippo and a Business User arising out of or relating to the Agreement, Services, use of WizHippo, breach, termination, interpretation, or enforceability will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules.

The Federal Arbitration Act governs the arbitration agreement.

The arbitration will be conducted by one arbitrator.

The legal seat of arbitration will be Cook County, Illinois.

Hearings may be conducted remotely when permitted by the arbitrator.

49.3 Arbitration Authority

A court of competent jurisdiction will decide a dispute concerning whether an arbitration agreement was ever formed between WizHippo and the claimant.

Except where Applicable Law requires otherwise, the arbitrator will decide disputes concerning the interpretation, scope, validity, or enforceability of an otherwise formed arbitration agreement.

49.4 Jury and Class Waivers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BUSINESS USER AND WIZHIPPO WAIVES THE RIGHT TO A JURY TRIAL.

CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

An arbitrator may not combine unrelated claimants’ disputes except where all affected parties agree or Applicable Law requires otherwise.

49.5 Small Claims

An eligible claim may be brought in a court of competent small-claims jurisdiction.

49.6 Injunctive Relief

Either party may seek temporary or preliminary injunctive relief from a court with jurisdiction where reasonably necessary to protect:

• intellectual property;
• Confidential Information;
• Customer Data;
• security;
• account access; or
• persons from imminent harm.

Seeking temporary relief does not waive arbitration of remaining issues.

49.7 Governing Law

The Agreement and Business User disputes are governed by Illinois law without regard to conflict-of-law principles, except that the Federal Arbitration Act governs arbitration.

Non-waivable federal or state law remains applicable to the extent it cannot lawfully be displaced.

49.8 Court Venue

For Business User disputes permitted to proceed in court, the parties consent to exclusive jurisdiction and venue in the state courts located in Cook County, Illinois and the United States District Court for the Northern District of Illinois, as applicable.

50. Dispute Resolution for Individual End Users

This Section applies to Parent Users and other Individual End Users accessing WizHippo primarily for personal, family, or household purposes.

50.1 Important Consumer Arbitration Agreement

EXCEPT FOR THE LIMITED EXCEPTIONS DESCRIBED BELOW, THE INDIVIDUAL END USER AND WIZHIPPO AGREE TO RESOLVE DISPUTES BETWEEN THEM THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN THROUGH A COURT TRIAL.

THE INDIVIDUAL END USER AND WIZHIPPO ALSO WAIVE THE RIGHT TO A JURY TRIAL AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION AGAINST EACH OTHER.

50.2 Informal Resolution

Before commencing arbitration, the claimant must provide written notice identifying:

• the claimant;
• the nature of the dispute;
• relevant facts;
• requested relief; and
• contact information.

The Individual End User and WizHippo will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt.

50.3 Consumer Arbitration

Except for eligible small-claims matters and claims or remedies that Applicable Law does not permit the parties to require to be arbitrated, disputes between an Individual End User and WizHippo arising out of or relating to these Terms, the Services, or that End User’s use of WizHippo will be resolved by binding individual arbitration administered by the American Arbitration Association under its then-current Consumer Arbitration Rules and Mediation Procedures.

The Federal Arbitration Act governs the arbitration agreement.

50.4 Location and Method

Arbitration may be conducted remotely where permitted by AAA rules and the arbitrator.

If an in-person hearing is required, the location will be determined under the AAA Consumer Arbitration Rules and Applicable Law or by agreement of the parties.

Nothing in these Terms requires an Individual End User to travel to Illinois for an in-person consumer arbitration where applicable AAA rules or non-waivable law provide otherwise.

50.5 Arbitration Fees

Filing, administration, and arbitrator fees will be allocated according to the AAA Consumer Arbitration Rules and Applicable Law.

WizHippo will not seek to require an Individual End User to pay fees that applicable consumer arbitration standards require WizHippo to bear.

WizHippo will not seek its attorneys’ fees from an Individual End User merely because WizHippo prevails except where Applicable Law or the applicable arbitration rules authorize an award based upon frivolous, bad-faith, or sanctionable conduct.

50.6 Arbitration Authority

A court of competent jurisdiction will determine whether an agreement to arbitrate was ever formed.

Except where Applicable Law requires otherwise, the arbitrator will determine disputes concerning the scope, interpretation, validity, or enforceability of an otherwise formed arbitration agreement.

50.7 Individual Relief

The arbitrator may award any individual remedy available under Applicable Law that is not validly limited by these Terms.

Arbitration is intended to resolve the individual claimant’s dispute.

50.8 Small Claims

Either WizHippo or an Individual End User may bring an eligible individual claim in a court of competent small-claims jurisdiction.

50.9 Public Injunctive and Non-Waivable Relief

Nothing in this arbitration provision requires an Individual End User to waive public injunctive relief or another remedy that Applicable Law does not permit to be waived or required to be adjudicated exclusively in arbitration.

Where Applicable Law requires a particular claim or remedy to proceed in court, that claim or remedy may proceed in the legally required forum.

To the extent legally permitted, court proceedings involving such relief may be stayed pending resolution of arbitrable individual claims.

50.10 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INDIVIDUAL END USER AND WIZHIPPO MAY ASSERT CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

An arbitrator may not combine claims of unrelated individuals except where all affected parties agree or Applicable Law requires otherwise.

50.11 Governing Law

These Terms are generally governed by Illinois law, except that:

• the Federal Arbitration Act governs the arbitration agreement; and
• an Individual End User retains the benefit of non-waivable consumer protections that Applicable Law requires to apply notwithstanding a contractual choice of law.

50.12 Court Proceedings

For an Individual End User matter properly permitted to proceed in court, venue will be determined according to Applicable Law.

Where legally enforceable and no non-waivable law requires another forum, the parties consent to state or federal courts with jurisdiction in Cook County, Illinois.

50.13 Severability

If part of this consumer arbitration agreement is determined unenforceable, it will be severed or modified only to the minimum extent legally required while preserving the remaining provisions where permitted by Applicable Law.

If the class-action waiver is held unenforceable as to a particular claim in circumstances where severance is not legally permitted, that claim will proceed in the forum required by Applicable Law.

51. Contractual Claim Period

51.1 Business Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, A CUSTOMER, PARTNER, OR OTHER BUSINESS USER MUST COMMENCE ANY CLAIM OR PROCEEDING AGAINST WIZHIPPO ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR THE CLAIM IS PERMANENTLY BARRED.

This contractual period does not shorten a period that Applicable Law prohibits the parties from shortening.

It also does not apply to a claim for which Applicable Law expressly establishes a non-waivable limitations period.

51.2 Individual End Users

The one-year contractual limitation in Section 51.1 does not apply to an Individual End User acting primarily for personal, family, or household purposes.

Claims by Individual End Users remain subject to applicable statutory and other legally enforceable limitations periods.

52. General Provisions and Contact Information

52.1 Changes to These Terms

WizHippo may update these Terms to reflect changes in:

• Services;
• Partner functionality;
• payment functionality;
• Applicable Law;
• privacy requirements;
• security;
• Third-Party Services;
• technology; or
• business practices.

WizHippo will provide reasonable notice of material changes through the Platform, email, website, or another reasonable method.

Unless earlier effectiveness is reasonably necessary for law, security, fraud prevention, or prevention of harm, a material change that significantly reduces rights associated with a prepaid paid Subscription will ordinarily take effect no earlier than the next renewal.

For material changes affecting arbitration or dispute-resolution rights of Individual End Users, WizHippo may require affirmative acceptance before continued use.

Except to the extent Applicable Law permits otherwise, a material amendment will not retroactively alter the treatment of a claim that accrued before the applicable user accepted or became bound by that amendment.

52.2 Electronic Communications and Records

Customers, Partners, and End Users agree that WizHippo may provide agreements, account notices, billing notices, security communications, Partner notices, and other Service communications electronically where legally permitted.

Electronic records and electronic acceptance may be used to evidence transactions and agreements.

Where Applicable Law requires a particular consumer disclosure to be provided “in writing” and imposes separate requirements for consent to electronic delivery, WizHippo will use an applicable legally sufficient process.

This general electronic-communications provision is not intended to replace a separate electronic-consent process where one is legally required.

52.3 Assignment

A Customer, Partner, or End User may not assign, delegate, transfer, or sublicense rights under the Agreement without WizHippo’s prior written consent.

WizHippo may assign the Agreement to an Affiliate or in connection with:

• a merger;
• financing;
• corporate reorganization;
• acquisition;
• sale of equity;
• sale of substantially all assets; or
• transfer of the Services.

Subject to the foregoing, the Agreement binds permitted successors and assigns.

52.4 Force Majeure

WizHippo is not liable for delay or failure to perform a non-payment obligation caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• fire;
• flood;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• epidemics;
• government action;
• utility failures;
• telecommunications failures;
• Internet outages;
• widespread cyberattacks;
• cloud-provider failures;
• processor disruptions; or
• widespread infrastructure failures.

Force majeure does not excuse Customer responsibilities concerning child safety.

52.5 Independent Parties

WizHippo, Customers, and Partners operate as independent parties.

Nothing in the Agreement creates a legal:

• partnership;
• franchise;
• joint venture;
• fiduciary relationship;
• employment relationship;
• childcare relationship;
• professional-advisor relationship; or
• agency relationship.

“Partner,” “Partner Program,” and “Approved Partner” are product and program designations only.

52.6 No General Third-Party Beneficiaries

Except for indemnified parties expressly identified in Section 47, the Agreement does not create contractual rights in unrelated third parties.

A child does not become a contractual third-party beneficiary of the WizHippo-Customer Agreement merely because Customer Data concerns that child.

Nothing in this provision eliminates statutory rights that Applicable Law independently grants to an individual.

52.7 Government and Public Entities

If a Customer is a governmental agency, public school, municipality, or other public entity whose authority to accept arbitration, indemnification, governing-law, venue, or other contractual provisions is restricted by non-waivable law, the applicable legal restriction controls only to the minimum extent required.

Any negotiated governmental modifications must otherwise be documented through an Order or written agreement accepted by WizHippo.

52.8 Severability

If a provision is determined invalid or unenforceable, it will be enforced to the maximum extent legally permitted.

If modification is required, the provision will be modified only to the minimum extent necessary while preserving its intended legal and economic effect as closely as possible.

Remaining provisions continue in effect.

Role-specific severability provisions in Sections 49 and 50 control for arbitration matters.

52.9 Waiver

A waiver must be in writing and applies only to the specific circumstance identified.

Failure to enforce a provision does not constitute a continuing waiver.

52.10 Interpretation

Headings are for convenience.

“Including” means “including without limitation.”

Singular includes plural where appropriate.

References to statutes, regulations, and rules include applicable amendments and successor provisions.

52.11 Electronic Acceptance and Audit Records

Account agreements, Orders, Partner applications, Partner approvals, Parent invitations, Partner Authorizations, permission changes, and other actions may be accepted or recorded electronically.

WizHippo may maintain evidence of acceptance and authorization, including as applicable:

• account identifier;
• user identifier;
• user role;
• Center identifier;
• Partner identifier;
• Agreement version;
• Privacy Policy version or acknowledgment;
• date and time;
• Partner approval;
• Customer authorization;
• Partner Group Profile;
• permission changes;
• revocation events;
• IP or device information where lawfully collected; and
• related audit records.

52.12 Partner Authorization Records

WizHippo may maintain records relating to:

• Partner referrals;
• Partner approval;
• Partner-Customer relationships;
• Center authorization;
• Partner Group Profiles;
• permission changes;
• access history; and
• revocation

for security, administration, legal compliance, dispute resolution, and evidentiary purposes.

52.13 Language and Translations

WizHippo may provide translations of these Terms or related materials for convenience.

Unless Applicable Law requires otherwise, the English version controls in the event of a material conflict between translations.

52.14 Entire Agreement

The Agreement is the complete agreement between WizHippo and the applicable party regarding the Services and supersedes prior or contemporaneous proposals, discussions, representations, and understandings concerning that subject matter.

A separate childcare agreement between a Customer and Parent User remains separate from WizHippo.

A separate consulting or professional-services agreement between a Customer and Partner also remains separate from WizHippo.

52.15 No Reliance on Future Functionality

A purchase, renewal, Partner decision, or other use of WizHippo is not contingent upon delivery of future functionality unless expressly stated in a signed Order.

Roadmaps, demonstrations, prototypes, planned features, discussions, or informal statements concerning future functionality are not binding commitments.

52.16 Contact Information

Questions concerning these Terms or the Agreement may be directed to:

WizHippo LLC

General inquiries: wizhippo@wizhippo.com
Support: support@wizhippo.com
Website: www.wizhippo.com

Ordinary WizHippo support channels must not be used for emergencies involving a child or an immediate threat to health or safety.

Appropriate emergency services and responsible persons should be contacted directly.

CUSTOMER, PARTNER, AND END USER ACKNOWLEDGMENT

BY CREATING OR ACTIVATING AN ACCOUNT, CLICKING AN ACCEPTANCE CHECKBOX OR BUTTON, CLICKING SIGN IN AFTER BEING PRESENTED WITH NOTICE THAT DOING SO CONSTITUTES ACCEPTANCE OF THESE TERMS, APPLYING FOR OR ACCEPTING PARTNER STATUS, STARTING A FREE TRIAL, ACCEPTING AN ORDER, PURCHASING OR RENEWING A SUBSCRIPTION, OR OTHERWISE ACCESSING OR USING THE SERVICES AFTER BEING PRESENTED WITH THESE TERMS, THE APPLICABLE CUSTOMER, PARTNER, OR END USER ACKNOWLEDGES THAT THE APPLICABLE PARTY HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE PROVISIONS OF THESE TERMS APPLICABLE TO THAT PARTY’S ROLE.

A PERSON ACCEPTING ON BEHALF OF AN ORGANIZATION REPRESENTS THAT THE PERSON HAS AUTHORITY TO BIND THAT ORGANIZATION.

U.S. USERS SHOULD REVIEW SECTIONS 49 AND 50 CAREFULLY BECAUSE THEY CONTAIN ARBITRATION AGREEMENTS AND CLASS ACTION WAIVERS THAT AFFECT LEGAL RIGHTS.

AN INDIVIDUAL END USER’S ACCEPTANCE OF THESE TERMS DOES NOT MAKE WIZHIPPO THE CHILDCARE PROVIDER AND DOES NOT TRANSFER TO WIZHIPPO A CUSTOMER’S RESPONSIBILITY FOR CHILDCARE SERVICES, CHILD RECORDS, TUITION, CUSTODY DECISIONS, FACILITY OPERATIONS, OR OTHER CUSTOMER-CONTROLLED MATTERS.