WizHippo Terms of Service

Effective Date: September 1, 2024

Last Updated: October 27, 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, including Advisor Partner and paid Solution Partner functionality as described below.

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.

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) these Terms, including the Partner-specific provisions within them;
• (b) an applicable Order, checkout confirmation, or purchasing record accepted by WizHippo;
• (c) any separate written agreement expressly signed or accepted by WizHippo, if one is ever required for a particular transaction; 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:

• an expressly signed writing identifying the provision it overrides, but only within its agreed scope;
• any legally necessary specialized processing terms expressly accepted by both parties, solely within their scope;
• an applicable Order, solely as to commercial terms expressly specified in it;
• these Terms, including the applicable Partner provisions; and
• 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 bound to WizHippo through an authorized account relationship, whether as purchaser of Services or as an organization using Partner-sponsored Services.

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.

Advisor Partner means an Approved Partner using the no-charge or other eligible advisor/referral program to assist independently subscribing Centers only with appropriate Center authorization and permissions.

Solution Partner means an Approved Partner authorized to use the paid Solution Partner tier while its required platform subscription and eligibility remain active.

Sponsored Center means a Center newly provisioned under an eligible Solution Partner’s paid sponsorship for which that Partner, rather than the Center, is billed by WizHippo for the sponsored Services. The Center remains a separate childcare organization.

Sponsorship means the Solution Partner’s financial sponsorship and authorized administration of a Sponsored Center under the Partner’s consolidated billing arrangement; it does not transfer ownership of the Center’s records or business.

Platform Fee means the recurring fee for access to the Solution Partner program, distinct from charges associated with Sponsored Centers.

Solution Subscription means the Solution Partner’s paid account relationship under which the Platform Fee and eligible Sponsored Center charges may be consolidated.

Partner Branding means eligible Solution Partner-facing names, logos, themes, domains, subdomains, reply-to addresses, and email-sending settings made available through supported white-label functions.

Primary Administrator means an individual designated by a Center as having authority to accept terms and administer that Center’s workspace; designation alone does not establish the person’s actual legal authority.

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, including a Sponsored Center.

Customer means a childcare provider or other organization that obtains or administers a Center workspace, whether directly subscribed or sponsored by a Solution Partner. A Sponsored Center is a Customer as to its own records and operations, but is not automatically the purchaser of its Partner-paid Subscription.

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 Advisor Partner to access designated portions of that Customer’s Center environment. A Solution Partner’s sponsored administration is separately governed by Sections 9 and 18 and requires appropriate Center authority.

Partner Group Profile means a Customer-selected security group, role, permission profile, or comparable Platform configuration used for Advisor Partner access when supported; Sponsored Center administration may have a different permission model.

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 or Solution Partner’s time-limited paid access rights to designated Services during the applicable term, including a Solution Subscription or an eligible Sponsored Center plan.

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 administrative and informational software for childcare organizations. Depending on plan and availability, the Services may include compliance requirements, checklists, licensing and facility records, staff training, child and family records, document workflows, inspection-readiness indicators, reporting, communications, parent-facing billing and payment enablement, and Partner functionality, including Solution Partner sponsorship and branding.

The Services do not replace professional judgment, childcare supervision, independent recordkeeping, official government requirements, emergency procedures, or duties under Applicable Law. WizHippo does not operate childcare facilities or make admissions, staffing, custody, authorized-pickup, medical, safety, educational, employment, accounting, tax, legal, insurance, licensing, or regulatory decisions for Customers, Partners, or End Users.

Descriptions, screenshots, demonstrations, roadmaps, and marketing materials are illustrative and do not promise future features unless expressly incorporated into an applicable 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 Customer or Solution 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 Center workspace is licensed for the authorized childcare organization. A Direct Center typically purchases its own Subscription; an eligible Sponsored Center receives access through its Solution Partner’s paid sponsorship without becoming the purchaser of that Partner-paid Subscription.

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 requires WizHippo’s affirmative approval; an application, account creation, orientation, training, or referral alone does not confer Approved Partner status.

8.2 Approved Partner Status

WizHippo may verify Partner identity or business information, require orientation or training, and establish, revise, or discontinue eligibility 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, professional, legal, regulatory, background-check, childcare-licensing, or accreditation certification; verification of every Partner qualification; or WizHippo endorsement or guarantee of the Partner’s advice, services, regulatory interpretations, or a Center’s compliance or inspection outcome. Customers must independently assess each Partner’s suitability.

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 or directory appearance does not guarantee placement, ranking, visibility, leads, referrals, Customer relationships, geographic exclusivity, revenue, or any minimum number of connected Centers. Directory appearance means only that the Partner is eligible for applicable functions.

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.

8.7 Partner Program Tiers

WizHippo may offer an Advisor Partner program and a paid Solution Partner program. Approval for one tier does not itself authorize access to the other. Solution Partner eligibility requires applicable approval, good standing, and an active paid Solution Subscription; eligible Advisor Partner functions may remain available separately. No Partner tier creates governmental approval, professional certification, an employment relationship, a franchise, or authority to bind WizHippo.

A Solution Partner may provide independent consulting or operational support, but does not acquire ownership of a Center’s Customer Data, a right to occupy another Center’s account, a guaranteed territory, or an entitlement to commission, leads, future features, or continuation of a specific white-label configuration. WizHippo may require reasonable verification of Partner identity, authority, and applicable Sponsored Center relationships.

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, by itself, authorize access to any Center’s Customer Data. For a Center accessed through an Advisor relationship, separate Center authorization is required, regardless of whether the Partner also subscribes to the Solution Partner tier. For a Sponsored Center, the sponsorship enrollment and provisioning process establishes a distinct Partner–Center relationship. Administrative access is subject to activation, effective authorization records, applicable Center access controls, and security and eligibility requirements as described in Sections 9.8 and 9.10.

9.2 Referrals

Where referral functionality is available, either an Advisor Partner or a Solution Partner may submit business or contact information relating to a prospective Customer. A Solution Partner may refer a Center without sponsoring it.

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, whether made by an Advisor Partner or a Solution Partner, does not itself authorize Partner access to a Center, create Sponsorship, change the Center’s billing responsibility, or transfer rights in Customer Data. A Center starting a trial, purchasing WizHippo, or being attributed to a Partner referral does not independently grant access. Referral attribution, Center authorization, and paid Sponsorship are distinct relationships.

9.4 Partner Authorization

An Advisor Partner, including a Solution Partner acting as an Advisor for a Center it does not sponsor, may access that Center only while the Center’s affirmative authorization, effective permission profile, and other applicable security and account requirements are satisfied. By granting such authorization, the Center instructs WizHippo to make the designated Customer Data and functions available subject to those permissions.

For a Sponsored Center, the sponsorship workflow creates the associated Partner–Center relationship and provisions corresponding access records, which may remain pending during onboarding. Access becomes effective only when the applicable activation, permission, sponsorship-status, and security requirements are satisfied, and remains subject to the Center’s ability to restrict Partner access under Section 9.8. Sections 9.10 and 9.11 further govern Sponsored Centers and Advisor Centers.

WizHippo may rely upon instructions or authorizations submitted through authenticated accounts where reasonable, unless it has actual notice that they are unauthorized or compromised, subject to Applicable Law.

9.5 Partner Group Profiles

For Advisor Partner access, the Center controls permissions through Partner Group Profiles and other controls made available by WizHippo. For Sponsored Centers, an applicable administrative permission profile may be provisioned as part of sponsorship onboarding. The Center’s ability to restrict that access is governed by Section 9.8, and Solution Partner responsibilities are addressed in Sections 9.10 and 18.1.

Depending on the selected profile and Platform functionality, access may include viewing or updating records, uploading documents, reviewing compliance and inspections, managing follow-ups, running reports, or exporting data. Different Centers may grant the same Advisor Partner different levels of 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, consistent with the Partner’s authorized role and, for Sponsored Centers, the supported administrative permission model.

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 Center may modify, block, suspend, restrict, or revoke a Partner’s access using applicable Platform permission and authorization controls, including controls available to a Sponsored Center after sponsorship enrollment. A Solution Partner’s role as the sponsor and purchaser does not give it an unconditional right to continue viewing a Center’s Customer Data after access has been validly restricted.

Access authorization and financial sponsorship are separate. A Center may suspend or revoke access for the Partner organization or its authorized Partner Users through available Authorized Partners controls without ending the underlying sponsorship. The Solution Partner remains responsible for its Platform Fee and the affected Sponsored Center’s recurring fees until the Partner separately cancels or changes the applicable sponsorship or Solution Subscription in accordance with Sections 14 and 42. The Solution Partner may decide whether to continue paying for a Center whose access has been restricted. Disputed identity, organizational authority, or access instructions may be handled under Section 42.15.

WizHippo may independently suspend access if Partner approval, effective permissions, sponsorship or Subscription status, account status, or security conditions cease to be valid. A restriction imposed by one Center does not necessarily end 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.

9.10 Sponsored Center Enrollment, Authority, and Access

A Solution Partner may sponsor only eligible Centers under supported enrollment workflows. In the current Solution Partner V1, sponsorship is designed for newly onboarded Centers; conversion of an existing paying Direct Center into a Sponsored Center is not an included or guaranteed V1 capability. An Advisor relationship or referral does not itself authorize a change in the Center’s billing owner or the transfer of Customer Data.

The Solution Partner represents that it has a legitimate relationship with every Center it enrolls, is authorized to submit the Center’s information and invite its Primary Administrator, and has obtained any authorizations, notices, consents, and agreements required by Applicable Law for account creation, administration, and processing of Customer Data. WizHippo may require proof of authority from the Center or its authorized representative. Provisioning establishes the Platform’s sponsorship and associated access records; it does not itself establish legal ownership of the Center, transfer ownership of Customer Data, or eliminate any additional legal authorization requirement.

Subject to activation and effective sponsorship, program status, role controls, Center restrictions, and security requirements, a Solution Partner may have broad administrative permissions within a Sponsored Center workspace, including access to child, family, staff, document, health, and compliance information as supported by the Services. The Partner must disclose the nature of this access to the Center. A Center’s authorized representative accepting these Terms on its behalf acknowledges the applicable sponsored-access arrangement; an individual user without organizational authority does not thereby bind the Center. A Sponsored Center may later restrict or revoke the Partner’s access as described in Section 9.8. WizHippo may suspend, restrict, or review access where authority is disputed or privacy, safety, legal, or security requirements warrant it.

Each Center remains a separate organization responsible for its operations, lawfulness of records, permissions to its personnel and families, and requirements imposed by Applicable Law. Nothing in sponsorship makes WizHippo or the Solution Partner the childcare operator, or transfers ownership of Customer Data to the Solution Partner.

9.11 Advisor Centers and Sponsor Separation

When a Solution Partner also assists a Center under the Advisor/authorization model, that Center remains under its own billing arrangement and standard WizHippo branding unless it is separately eligible for and actually enrolled in sponsorship through then-supported functionality. Partner approval, referral attribution, or an existing Advisor relationship does not create paid sponsorship or convert a Direct Center.

10. Partner Professional Services

Partners are independent third parties responsible for their own consulting, licensing-readiness, administrative, compliance-support, training, and other professional services. Any professional or commercial agreement, fees, advice, representations, deadlines, work product, qualifications, insurance, licensing, and results are matters between the Partner and its client, not between that client and WizHippo. WizHippo does not control or guarantee those independent services.

A Partner must not state or imply that it is employed by WizHippo; is a regulator, licensing authority, attorney, professional adviser, or agent of WizHippo; or has authority to bind WizHippo. The term “Partner” is a program designation only and does not create an agency, employment, legal partnership, franchise, joint venture, or fiduciary relationship. These restrictions apply equally to a Solution Partner using Partner Branding.

11. Subscription Plans and Orders

WizHippo may offer different Customer and Partner plans with different features, pricing, limits, support, storage, integrations, and eligibility. The applicable Order or checkout identifies the purchased Services and billing cycle. Plans, prices, promotions, included features, and usage limits may change for future purchases or renewals; an offer made to another account does not entitle a Customer or Partner 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 for duplicate enrollment, fraud, abuse, excessive usage, security concerns, or activity inconsistent with genuine evaluation.

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

13. No-Charge Partner Portal

WizHippo may provide some Advisor Partner Portal functionality without charge. The Solution Partner tier has distinct paid eligibility and billing obligations.

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

No-charge Partner access guarantees neither continued approval or availability nor any feature, storage amount, service level, uptime, referral, lead, commission, revenue, or connected Center.

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

A no-charge Advisor Partner account does not itself provide a paid Customer Subscription or sponsorship for any Center. The paid Solution Partner tier is governed by Section 14 and the Sponsored Center provisions.

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 CUSTOMER OR SOLUTION PARTNER 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 paying Customer or Solution Partner, as applicable, authorizes WizHippo and its payment processor to charge the payment method on file for applicable recurring Subscription fees, taxes, and authorized charges.

14.3 Cancellation

A paying Customer or Solution Partner may prevent future renewal through available cancellation functionality or by contacting WizHippo Support before the next renewal is processed, subject to applicable legally required procedures and the distinctions between an entire Solution Subscription and an individual Sponsored Center.

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.

14.5 Solution Partner Consolidated Billing

Under an active Solution Subscription, WizHippo may charge the Solution Partner a Platform Fee plus the applicable recurring fees for Sponsored Centers. The Solution Partner is the purchaser and primary obligor for charges under that consolidated arrangement, including fees incurred when the Partner adds a Center, changes a Sponsored Center’s plan, or otherwise authorizes a charge through supported functionality. A Sponsored Center is not automatically responsible to WizHippo for its Partner-paid Subscription fees; it remains responsible for its own childcare operations and any separate charges that it expressly incurs.

The applicable checkout, order confirmation, renewal summary, or billing interface governs displayed prices, billing frequency, and disclosed taxes and adjustments. Adding a Sponsored Center may increase recurring quantities or charges. An upgrade may require confirmation of an immediate prorated adjustment; downgrades and cancellations of sponsorship are generally scheduled for the end of the applicable paid period, where supported. Estimates are not final charges until confirmed by the relevant billing provider or transaction record. Unless required by Applicable Law or expressly stated otherwise, no retroactive credit or refund results solely from a mid-cycle downgrade or scheduled cancellation.

14.6 Scheduled Changes, Cancellation, and Reinstatement

Sponsored Centers share a consolidated Solution Partner subscription. To protect billing accuracy, WizHippo may allow only one future subscription-level billing schedule, or one conflicting scheduled change, at a time. A downgrade already scheduled for one Center may therefore temporarily prevent a separate sponsorship cancellation or plan change for another Center from being scheduled through self-service.

Where the Platform offers an eligible Undo Scheduled Downgrade action, the Solution Partner may first reverse that existing downgrade, confirm that the reversal succeeded, and then submit the new cancellation or other change. Reversing a scheduled downgrade leaves the affected Center on its existing plan and recurring price unless and until a different change becomes effective. The subsequent cancellation is not effective merely because the downgrade was reversed; it must be separately submitted and confirmed, and an eligible sponsorship cancellation ordinarily takes effect at the end of the applicable paid billing period. Reversal and cancellation remain subject to account authority, billing-system verification, timing restrictions, and other safeguards.

If a Partner cannot complete an otherwise eligible cancellation through self-service, including because the earlier schedule cannot safely be reversed, the paying Partner may submit a dated written cancellation request to support@wizhippo.com. WizHippo may verify authority, review the billing state, explain available next steps, and coordinate an eligible cancellation where technically and legally permitted. The Partner should make the request before the applicable renewal if it wishes to prevent a further renewal. No provision allows a technical scheduling constraint to defeat a cancellation right that Applicable Law makes mandatory, and WizHippo is not required to bypass financial or security safeguards or process incompatible changes simultaneously.

A validly scheduled Sponsored Center cancellation takes effect on its confirmed end-of-cycle date unless resumed before it becomes effective through an available and eligible process. After sponsorship ends, a separate paid reactivation process may be offered, subject to eligibility, payment authorization, payment verification, and then-current functionality. Reactivation is not guaranteed. Cancellation of the entire Solution Subscription is separate from cancellation of an individual sponsorship and is also governed by Section 42.

14.7 Partner's Own Customer Charges

A Solution Partner may independently charge clients for its consulting or other lawful services under its own agreements. WizHippo is not the merchant or contracting party for those Partner-imposed charges, does not set their amounts, and is not responsible for Partner-client disputes, refunds, representations, tax filings, or fulfillment. A Partner must not represent its service package as a WizHippo guarantee or pass off Partner charges as direct WizHippo charges. This paragraph does not affect the separate Customer-to-family payment functionality governed by Sections 33 and 34.

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.

Paying Customers and Solution Partners are responsible for applicable taxes associated with their purchases 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 paying Customer or Solution Partner.

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 applicable paying Customer or Solution Partner 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.

16.1 Effects of Solution Partner Payment Default

A Solution Partner payment default or loss of required subscription eligibility may affect every Sponsored Center under the consolidated Solution Subscription, even if an individual Center has performed its obligations to the Partner. Eligible Sponsored Centers may become overdue, have functionality restricted, or be suspended or terminated under the applicable product rules and these Terms, subject to legally required notices or remedies. The Solution Partner must communicate relevant service-impacting payment and sponsorship changes to affected Centers as required by its agreements and Applicable Law. The Center does not acquire a guaranteed direct subscription or automatic billing transfer merely because sponsorship ends.

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.

For an Advisor relationship, the Center is responsible for determining whether to authorize the Partner and which Partner Group Profile to assign. For a Sponsored Center, the applicable Partner–Center relationship and default permission profile may be established through sponsorship onboarding, subject to the Center’s rights and supported access controls under Sections 9.8 and 9.10.

Each Center remains responsible for assessing whether its disclosure of Customer Data to a Partner is legally and professionally appropriate and for exercising available access controls.

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 through a valid Advisor authorization or properly established Sponsored Center relationship, and only while effective permissions and access conditions allow it;
• use Customer Data only for legitimate authorized Center services;
• comply with applicable Partner Group Profiles, sponsored administrative roles, and Center access restrictions;
• 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.

18.1 Additional Solution Partner Responsibilities

A Solution Partner is responsible for establishing and maintaining its commercial relationship with each Sponsored Center, obtaining and preserving appropriate account-creation and administrative authority, providing accurate Center information, informing the Center of the Partner’s administrative access and payment-dependent service, and complying with privacy, marketing, data security, and childcare-related obligations applicable to the Partner’s own services. The Partner must not use, sell, cross-disclose, or exploit one Center’s data for another Center or for unrelated marketing. The Partner is responsible for statements made in its own branded materials and for its personnel, domain and email configurations, and any independent services or prices represented to its clients.

The Partner must not remove or obscure WizHippo’s legally required Terms of Service or Privacy Policy notices, claim ownership of the underlying Platform, or imply that the Partner’s brand is an independent software system or government-certified compliance program when that is misleading. No Partner may use its branding to grant third parties broader rights than those expressly authorized in these Terms.

19. End User Responsibilities

Each End User must maintain accurate account information and individual credentials; protect devices and Personal Information; avoid unauthorized sharing, impersonation, and access beyond assigned permissions; and comply with Applicable Law and Platform controls. An Organizational End User may act only within the organization’s authority and must promptly report suspected compromise to WizHippo and, where appropriate, the Customer or Partner. An Individual End User is responsible for activity knowingly initiated through that End User’s credentials, subject to non-waivable rights under Applicable Law.

20. Licensing, Compliance Information, and Professional Judgment

20.1 Regulatory Responsibility

The Customer alone is responsible for identifying, interpreting, and satisfying the laws, licensing standards, and other requirements that apply to its operation, which may vary by location, provider type, ages served, funding, accreditation, capacity, facility, staffing, and individual circumstances. Regulatory materials may change before Platform templates or requirements are updated; Customers and Partners must independently verify material requirements against official sources and qualified advice.

20.2 Informational Outputs

Compliance requirements, checklists, reminders, alerts, templates, classifications, findings, inspection-readiness percentages, risk labels, and reports are internal informational and administrative aids based upon available data, rules, and configurations. They are not government determinations, official inspection scores, legal opinions, professional certifications, accreditations, licensing decisions, or guarantees of inspection outcomes. Missing, incomplete, outdated, or incorrectly configured requirements or records can produce incomplete or misleading indicators, including an apparent readiness score that does not reflect all applicable obligations.

20.3 No Compliance Guarantee

WizHippo does not guarantee that the Services identify every applicable requirement, incorporate every regulatory change in real time, cause a Customer to obtain or retain a license, avoid deficiencies, citations or enforcement, or pass an inspection. No Partner may make such a guarantee on WizHippo’s behalf.

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, pickup or medical authority, validity of court or protective orders, emergency-treatment authority, mandated-reporting obligations, or similar legal questions. Customers must use human verification and professional judgment before releasing a child, administering medication, relying on medical information, changing custody or pickup access, responding to emergencies or court orders, reporting suspected abuse, or making other safety-critical decisions.

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 Center grants Advisor authorization, or when a Sponsored Center relationship is established through an authorized enrollment process, WizHippo may make designated Customer Data available to the Partner according to the effective authorization, access status, permissions, and applicable Center restrictions described in Section 9. The Center may subsequently restrict Partner access using supported controls.

Neither a referral nor a sponsorship nor access to Customer Data transfers ownership of that data to the Partner.

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.

22.9 Sponsored Center Data and Partner Access

A Sponsored Center retains its rights in the Customer Data relating to its own operations irrespective of who pays the applicable WizHippo charges or who initially provisioned the workspace. Neither sponsorship, white-label presentation, Partner administration, nor a Partner-Center billing dispute automatically transfers those rights to the Partner. A Partner’s pre-existing generic methodologies and materials remain subject to Section 22.4.

Subject to supported functionality, Center authorizations, and Applicable Law, the Solution Partner may access and administer the Sponsored Center data necessary for its authorized services and sponsored administration. WizHippo may seek confirmation from an authorized Center representative and take proportionate action on disputed access; no Partner has an unrestricted right to retain or export Center records after lawful authorization ends.

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 and authorized Sponsored Center enrollment, administration, and restriction instructions;
• 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.

23.16 Sponsored Center Processing

For a Sponsored Center, the Customer remains the relevant organization for its childcare records and applicable privacy notices and authorizations. WizHippo processes those records to provide the sponsored Services and may make them accessible to the Solution Partner under the supported administrative authorization model. The Solution Partner is not automatically a WizHippo Subprocessor merely because it sponsors or administers the Center; its separate legal role and any required Customer-Partner processing or confidentiality agreement must be established by those parties and Applicable Privacy Law. This does not displace processor or service-provider obligations that law assigns directly to WizHippo.

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 add or modify. Calculations, classifications, alerts, scores, summaries, and reports depend upon user input, configuration, assumptions, rules, and third-party information, and may be inaccurate when those sources are incomplete or wrong. Customers and Partners must review consequential outputs before relying upon them.

Export availability depends upon the then-current plan, permissions, data type, and supported functionality. WizHippo does not guarantee that every historical field, attachment, relationship, audit detail, or calculation is available in every export format. Operational backups support disaster recovery; they are not the Customer’s official archive or statutory records-retention system. Customers must maintain independent copies of legally required and business-critical records.

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 or payment abuse, Security Incidents or unauthorized access, unlawful activity, serious Partner misconduct, misuse of Approved Partner status, prohibited content, threats to persons or systems, and conduct reasonably likely to create material legal, security, operational, financial, or reputational harm. Where reasonably appropriate, WizHippo may preserve evidence, restrict content or functionality, suspend accounts or Partner access, revoke Partner approval, cooperate with processors and infrastructure providers, notify affected parties, respond to valid legal 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, Platform notices, billing and security messages, referrals, and other communications. Delivery is not guaranteed: messages may be delayed, filtered, blocked, duplicated, truncated, misrouted, or not received. Customers and Partners initiating messages are responsible for required permissions and consents and for complying with applicable sender-identification, opt-out, suppression, marketing, and telecommunications rules.

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.

35.1 Partner-Branded Communications

Where enabled, a Solution Partner may configure its sender name, reply-to address, domain, subdomain, or SMTP settings. The Partner represents that it controls and is authorized to use those identities and systems, will maintain lawful notices and consents, secure its credentials, and comply with email authentication, anti-spam, marketing, privacy, and telecommunications requirements. DNS records, certificates, third-party hosting, mailbox and SMTP provider policies, reputation, filtering, and deliverability are not guaranteed by WizHippo. WizHippo may restrict unsafe or misleading configurations and may continue sending required service, legal, security, or account notices in its own name.

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.

36.1 Support for Sponsored Centers

A Solution Partner is responsible for supporting and communicating about its own consulting services, commercial offers, and promises to Sponsored Centers. WizHippo provides software support through its then-current channels and may communicate directly with a Center or individual where necessary for account integrity, security, legal compliance, privacy requests, or technical administration. No Partner representation creates a dedicated WizHippo support level or a guaranteed response time.

37. Availability, Maintenance, and Service Changes

WizHippo seeks to provide reliable Services but does not guarantee continuous, uninterrupted, error-free, or latency-free operation. Availability may be affected by maintenance, upgrades, defects, security events, Internet or telecommunications failures, hosting, cloud or processor outages, cyberattacks, demand spikes, and other circumstances outside WizHippo’s reasonable control. WizHippo may perform planned or emergency maintenance and, where commercially reasonable, give notice of material planned interruption. No service-level agreement, uptime guarantee, restoration commitment, or service credit 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 paid Subscription or eligible Sponsored Center sponsorship, WizHippo grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access its applicable Services for authorized business operations.

During authorized Partner Program participation, WizHippo grants the Partner a limited, revocable, non-exclusive, non-transferable right to use applicable Partner functionality for permitted Partner Program purposes. A Solution Partner may make supported hosted functionality available to its own eligible Sponsored Centers under WizHippo’s service arrangements solely to the extent expressly permitted by these Terms; this limited permission is not a general right to sublicense, redistribute, resell software outside authorized sponsorship, or transfer source code.

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.

38.1 Solution Partner White-Label License

While a Solution Partner’s eligibility and paid Solution Subscription remain active, WizHippo grants it a limited, non-exclusive, revocable, non-transferable license to display approved Partner Branding on the supported Partner Portal and its Sponsored Center interfaces, subject to functionality and these Terms. Advisor Partner Centers and Direct Centers are not converted to Partner-branded workspaces merely because a Solution Partner also advises them. Features, permitted themes, domain formats, and technical deployment remain determined by the then-current Platform.

Partner Branding changes only the presentation of the hosted Services; WizHippo remains the technology provider, and all Platform intellectual property, source code, architecture, software, workflows, and underlying systems remain with WizHippo and its licensors. The Partner retains its separate trademarks and grants WizHippo the limited right to display and technically process those marks, domain identifiers, and communication settings to deliver the Partner-branded Services.

The Partner is responsible for obtaining and maintaining ownership, authorization, registration, DNS, trademark rights, licensing, and third-party permissions needed for its own branding and domain or communication arrangements. WizHippo may refuse, disable, modify, or suspend a configuration that creates security, legal, impersonation, privacy, or operational risk. Partner Branding may not conceal WizHippo’s mandatory legal notices or represent that a government body endorses or certifies the Platform. No custom domain, subdomain, email address, SSL certificate, feature, or level of email delivery is guaranteed.

Upon expiration, downgrade, suspension, or termination of Solution Partner rights, the Partner’s white-label license ends, regardless of whether DNS, an alias, a subdomain, or another technical artifact remains temporarily provisioned. WizHippo may replace Partner branding with standard WizHippo branding, disable branded access or sending configurations, and deprovision related technical resources on a reasonable operational timetable. Continued technical resolution is not a renewed license or a promise of continued access.

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. Solution Partner Branding is separately governed by Section 38.1; permission to use a Partner’s own logo is not permission to alter WizHippo ownership or required legal notices.

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 paying Customer or Solution Partner may cancel its Subscription as described in Section 14. A Center sponsored by a Solution Partner is not automatically entitled to cancel charges that are owed by the Partner; it may raise sponsored-access and data concerns under Section 42.15.

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 paid 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 Inactive Accounts, Retention, and Deletion Requests

Cancellation, expiration, suspension, or termination of paid access does not ordinarily cause the immediate deletion of a Customer’s Center database or the Customer Data stored in it. Under WizHippo’s current operating practices, a suspended or inactive Center workspace and its records generally remain on WizHippo’s systems to permit eligible account reactivation, subject to lawful retention and deletion requirements, security measures, service changes, and the other provisions of this Section. No particular period of future availability, indefinite preservation, or successful reactivation is guaranteed. Customers remain responsible for maintaining independent copies of legally required and business-critical records and should use available export functionality while access is available.

A request to permanently delete an entire Center workspace and its Customer Data must ordinarily be submitted in writing by a representative who is duly authorized to act for that Center, and not solely by the Partner that sponsors or administers its account. WizHippo may verify the requester’s identity and organizational authority before acting. A Solution Partner’s payment of sponsorship fees, administrative access, or role in provisioning the Center does not, by itself, confer authority to request complete deletion of that Center’s database. WizHippo may defer or limit deletion where a lawful retention exception, legal hold, security need, or other Applicable Law requires or permits it. Independent rights of parents, staff, and other data subjects, as well as any statutory deletion obligation applying directly to WizHippo, remain unaffected; requests involving Customer-controlled records may be referred to the Center where appropriate.

Following a valid authorized deletion request and any legally required checks or retention periods, WizHippo may permanently delete the applicable Center’s active tenant database and other Customer Data in active systems within its control, to the extent required or permitted by Applicable Law. Deletion is irreversible for the affected active database and may prevent future reactivation or restoration of historical records. WizHippo may retain limited records described in Section 42.12 and backups as described in Section 42.11. This Section does not authorize retention beyond the period permitted by Applicable Privacy Law, and does not limit mandatory deletion, access, or other data-subject rights.

42.11 Backups

Operational backups are maintained for disaster recovery and are not an official Customer archive. Information removed from active systems may remain in backups for a limited additional period under applicable backup-rotation and retention processes, except where Applicable Law requires different treatment. Deletion of an active Center database does not mean all historic backup copies are erased immediately. WizHippo will not intentionally restore deleted Customer Data into ordinary active use except where lawfully necessary for recovery, security, or legal compliance, and will apply appropriate deletion restrictions if a backup is restored. WizHippo is not obligated to restore deleted Customer Data from disaster-recovery backups.

42.12 Lawful Retention Exceptions

WizHippo may retain information, including limited account, payment, transaction, audit, security, or dispute records, where reasonably necessary and legally permitted or required for applicable law, legal process, safety, fraud prevention, payment disputes, litigation, enforcement, regulatory requirements, or evidentiary purposes. Such retention must remain consistent with applicable legal obligations and the role in which WizHippo processes the information.

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.

42.14 Solution Partner Cancellation, Advisor Conversion, and Center Continuity

A Solution Partner may cancel its paid Platform Fee and consolidated Solution Subscription through the applicable cancellation process. A voluntary cancellation is ordinarily scheduled for the end of the current paid billing cycle and may be resumed before it becomes effective where supported by the Platform and permitted by Applicable Law. The cancellation must be confirmed and completed through applicable billing and account-status processes.

When termination of the paid Solution Subscription becomes effective and is processed under the current V1 lifecycle, the Solution Partner’s paid sponsorship and white-label rights end and an otherwise approved and eligible Partner is transitioned to the Advisor Partner program. Sponsored Centers cease to be billed under that Partner’s consolidated subscription, become Direct Centers for subsequent billing purposes, and enter the Direct Center overdue/suspended licensing lifecycle based on the verified paid-through date. Direct Center classification does not mean that a new directly paid Subscription or valid payment method has been automatically established, nor does it guarantee uninterrupted full workspace access.

Existing Partner-to-Center authorizations are not revoked merely because the former Solution Partner becomes an Advisor Partner. Where a Center’s authorization remains active and other access requirements are satisfied, the former Partner and its authorized Partner Users may continue to access the Center under the Advisor permission model, subject to the Center’s right to suspend or revoke access at any time. Sponsorship-level administrative privileges do not survive solely because prior Advisor access continues; previously suspended, revoked, or expired authorizations are not automatically reactivated.

Ending a single Center’s Sponsorship is a separate transaction and may have different access and status effects. The cancellation or suspension of sponsorship does not transfer ownership of Customer Data. Each Center’s records remain subject to Sections 22, 23, and 42.10–42.12. The Platform does not guarantee automatic Direct Center payment enrollment, reassignment to another Partner, data migration, immediate export, immediate technical deprovisioning of a Partner domain, or uninterrupted access beyond the then-supported features and Applicable Law.

42.15 Disputed Sponsorship, Center Authority, and Continuity Requests

Where a Partner and Center disagree about access, payment responsibility, ownership, administration, or continuation, WizHippo may request evidence of organizational authority; temporarily restrict access or billing changes; preserve relevant records where lawful; act on valid Center instructions; or require binding documentation or legal process. WizHippo is not obligated to adjudicate the parties’ underlying commercial dispute. Any data access, export, or transition remains subject to legal rights, privacy requirements, identity and authority verification, technical capability, security, outstanding lawful obligations, and applicable terms. WizHippo may offer a supported direct-billing or transfer route in the future, but no such route is guaranteed for Solution Partner V1.

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

WizHippo has no obligation to mediate, investigate, adjudicate, arbitrate, or determine disputes solely among Customers, Partners, parents, guardians, other End Users, employees, contractors, payors, vendors, or unrelated third parties. These may concern custody, childcare quality, enrollment, attendance, tuition, refunds, childcare contracts, consulting and Partner fees, regulatory advice, records, employment, privacy, authorization, 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. A dispute over sponsorship or billing does not make the Partner the owner of the Center’s data or require WizHippo to provide an unimplemented migration or automatic account transfer; Section 42.15 controls available procedures.

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;
• and, if it sponsors Centers, it has appropriate Center authority for onboarding and administration, will maintain rights to its branded materials and communication settings, and will accurately describe the sponsorship and its limitations.

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 or Partner Branding;
• unauthorized sponsorship, account provisioning, or representations of Center authority;
• Partner-client payment, service, access, or branding disputes;
• Partner-controlled DNS, domain, SMTP, or unlawful communications;
• violations of Applicable Law;
• violations of third-party rights; or
• Partner breach of the Agreement.

The Partner’s indemnification obligation applies only to the extent attributable to the Partner’s conduct, instructions, services, systems, or legal obligations and does not require the Partner to indemnify WizHippo for claims caused by WizHippo’s own breach of the Agreement, negligence, gross negligence, fraud, or willful misconduct, except to the extent an allocation of responsibility is otherwise required or permitted by Applicable Law.

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 reasonably prompt written notice of an indemnified third-party claim. A delay in notice reduces the indemnifying party’s obligations only to the extent materially prejudiced by the delay.

The indemnifying party may assume and control the defense using counsel reasonably acceptable to WizHippo, provided it conducts the defense diligently and keeps WizHippo reasonably informed. WizHippo may participate through separate counsel at its own expense, except where a material conflict of interest or Applicable Law requires a different allocation. The parties will reasonably cooperate and mitigate avoidable loss.

No settlement may admit wrongdoing by WizHippo, impose a non-monetary obligation on WizHippo, materially restrict WizHippo, or fail to provide an appropriate release of WizHippo without WizHippo’s prior written consent, not to be unreasonably withheld. WizHippo may assume control of the defense if the indemnifying party fails to defend a covered claim after reasonable notice.

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;
• Partner-controlled branding, domain, SMTP, or communications failures;
• loss of a Sponsored Center’s access resulting from the Partner’s payment default or the ending of sponsorship; or
• Customer, Partner, or End User failure to protect exported information,

except to the extent liability cannot lawfully be excluded.

48.3 Direct Center (Paid Customer) Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO A DIRECT CENTER ARISING OUT OF OR RELATING TO ITS PAID SUBSCRIPTION OR SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE TO WIZHIPPO THAT ARE ATTRIBUTABLE TO THE AFFECTED DIRECT CENTER SERVICES DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

For prepaid, annual, or other non-monthly billing cycles, amounts attributable to that 90-day period are allocated proportionately to the days of service within the period, regardless of the date on which those amounts were invoiced or collected. This provision does not increase the fees payable or create an additional charge. Tuition, childcare payments, taxes, payment-processor charges, pass-through amounts, refunds, and chargebacks are not Subscription fees for this purpose.

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 Advisor Partner Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO AN ADVISOR PARTNER ARISING EXCLUSIVELY FROM ITS NO-CHARGE ADVISOR PARTNER OR PARTNER PORTAL SERVICES WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100). This cap does not apply to a claim properly attributable to that same Partner’s distinct paid Solution Subscription, which is governed by Section 48.5A.

48.5A Solution Partner (Paid Subscription) Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO A SOLUTION PARTNER ARISING OUT OF OR RELATING TO ITS PAID SOLUTION SUBSCRIPTION WILL NOT EXCEED THE PLATFORM FEE AND SPONSORED CENTER SUBSCRIPTION FEES PAID OR PAYABLE TO WIZHIPPO AND ATTRIBUTABLE TO THAT PARTNER’S CONSOLIDATED SOLUTION SUBSCRIPTION DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

For annual, prepaid, or other non-monthly billing, fees attributable to the relevant 90-day period are allocated proportionately to the days of service in that period, regardless of the invoice or payment date. Amounts charged by the Partner to its clients for independent consulting or other professional services, childcare tuition, taxes, processing fees, and other pass-through amounts are excluded.

48.5B Sponsored Center (Non-Purchasing Customer) Liability Cap

FOR A SPONSORED CENTER THAT IS VALIDLY BOUND BY THESE TERMS THROUGH AN AUTHORIZED REPRESENTATIVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIZHIPPO’S TOTAL AGGREGATE LIABILITY TO THAT SPONSORED CENTER ARISING OUT OF OR RELATING TO ITS SPONSORED SERVICES WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100).

The Sponsored Center’s access is financed by a separate Solution Partner; it does not become a direct purchaser from WizHippo merely because the Partner pays its sponsorship fees. This provision does not limit the Center’s non-waivable legal rights or any claim against the Partner arising from their independent business relationship.

48.5C Independent Entities; Related Claims; No Double Recovery

Each legal entity or individual may invoke only the liability provision applicable to its own authorized role, Services, and claim. A Partner and each separately organized Center are not treated as one legal entity merely because they share billing. A claimant cannot multiply its own applicable cap by asserting multiple legal theories for substantially the same injury, and no person may recover twice for the same actual loss. Nothing in this Section binds an entity or individual that has not validly agreed to these Terms, expands the effect of acceptance by an unauthorized person, limits non-waivable statutory or consumer rights, or makes WizHippo responsible for the Partner’s independent professional obligations.

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 paid fees, sponsored access, no-charge Partner access, and End User access reflect the risk allocation in these Terms and that the Services would not be offered 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 delayed or failed non-payment performance caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, government action, utility or telecommunications failures, Internet outages, widespread cyberattacks, cloud-provider failures, processor disruptions, or 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, sponsorship activations or cancellations, 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 or sponsored onboarding acknowledgment, where captured;
• 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.