Term of Use

SITE USER AGREEMENT

This Site User Agreement (this “Agreement”) provides the terms and conditions under which the website described below is made available by CitiNannies, LLC, a Nevada limited liability company (the “Company”), to you (the “User”).

Please take the time to read and understand this Agreement and the Company’s Policies and Procedures, which are incorporated herein by reference; the Company encourages you to print out a copy of both of these documents for your records. By clicking on the “I Agree” button below or by otherwise using Company’s services or the Website (as described below), you agree that (1) you have read and understand this Agreement and the Policies and Procedures and agree to be bound by their terms; (2) this Agreement will be deemed accepted and personally signed by you; (3) even if you have not actually read this Agreement and/or the Policies and Procedures, you will nevertheless be legally bound by them; (4) you warrant and represent that you can form legally binding contracts under applicable law (the Company’s services are not available to minors); and (5) you grant the Company permission to verify your identity by any reasonable means. If you choose to accept this Agreement, you must do so as it is presented; no changes or additions will be accepted by the Company. If you do not agree to be bound by this Agreement and the Policies and Procedures, click “I Don’t Accept”; you will then not be permitted to use or access the Company’s services or the Website.

The Company may amend this Agreement and/or the Policies and Procedures at any time by posting the amended terms on the Website. Except as otherwise expressly provided, all amended terms will become effective 30 days after such posting. You should review the Website periodically for updates and amendments to this Agreement and to the Policies and Procedures.

Definitions:

The term “User” as used herein refers to: (i) individuals seeking employment as nannies or other domestic personnel and (ii) employers or individuals seeking to employ one or more nannies or domestic personnel; the term “User” expressly excludes all individuals and business entities engaged in the business of (i) recruiting domestic personnel for the benefit of third parties or (ii) employing or otherwise contracting with domestic personnel for the benefit of third parties.
The term “The Company” means CitiNannies, LLC, a Nevada limited liability company, and its successors, assigns and subsidiaries, and may include third party vendors that provide website, screening and/or hiring services to the Company.
The term “Material” and, alternatively, “Website Content,” refers to and means the contents of the Website, including but not limited to the information on the Website as well as all text, graphics, images, logos, button icons, software and other material appearing on the Website.
The term “Person” refers to and includes individuals as well as business entities of any and every kind.
The term “Website” refers to and means the websites found at the URL addresses http://www.citinannies.net and http://www.citinanniesinc.com including all pages/sites which fall within such domains

Use of the Material:

Authorized Users may view and download the Material on the Website solely for their own personal, noncommercial use. Commercial use may be allowed, but only with the prior written consent of the Company and any applicable third party owner of such Material, which consent may be withheld in the sole discretion of the Company and any such third party.

Persons (“Unauthorized Users”) who are engaged in the business of (i) recruiting domestic personnel for the benefit of third parties or (ii) employing or otherwise contracting with domestic personnel for the benefit of third parties are not authorized to use the Website. Any such Unauthorized User(s) who undertake to gain access to the Website shall be blocked from the Company’s website and shall be entitled to no refund by reason of such blockage. Any person or entity tendering a fee for the use of the Material, by tendering such fee, represents and warrants to the Company that it is not an Unauthorized User. Notwithstanding the above, any use of the Website by an Unauthorized User shall be governed by this Agreement, and such Unauthorized User must comply herewith.

Proprietary Rights; Non-Compete:

The Website Content is protected under United States and international copyright, trademark and other laws. All Website Content is the property of the Company or its content suppliers. The compilation (meaning the collection, the arrangement and the assembly) of all Website Content on the Website as well as the HTML and other web language code that the Company or its content suppliers create to generate the Website Content are the exclusive property of the Company or its content suppliers and such are protected from unauthorized use by United States and international copyright laws as well as applicable state laws. Unauthorized use of the Website Content may violate copyright, trademark, and other laws.

No Person may sell or modify the Website Content or otherwise reproduce, display, publicly perform, distribute, or otherwise use the Website Content in any way. The use of the Material on any other website or in a computer environment for any purpose is prohibited. No Person shall copy or adapt the HTML and other web language code that the Company creates to generate its pages.

In consideration for the use of the Website, User agrees during the term of its use of the Website and for a period of 12 months thereafter to not (directly or indirectly) own, operate or engage in any business involving the placement or recruitment of domestic employees, or otherwise compete with the Website or any other business conducted by the Company. User acknowledges that the Company is providing it with special knowledge regarding the placement and recruitment of domestic employees.

The parties have made a good faith effort to write and enter into a covenant that will be enforceable in accordance with its terms under the law of Texas and any other state in which business may be conducted pursuant to the Website. User acknowledges that the above limitations are fair to User, are supported by valuable consideration, and are necessary to protect the goodwill of the business of the Company. However, if a court should determine that any provision of such covenant is not enforceable, the parties request that the court reform such covenant to be enforceable under the law, and that the court then enforce the covenant as reformed. User acknowledges that (i) the restrictions contained above are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, (ii) that the Company would not have entered into this Agreement in the absence of such restrictions, and (iii) that any violation of any provision of those sections will result in irreparable and irrevocable injury to the Company, for which there may be no adequate remedy at law and for which ascertainment of damages would be difficult. Therefore, the Company shall be entitled, in addition to and without having to prove the inadequacy of, other remedies at law (including without limitation damages for prior breaches hereof), to specific performance of this covenant, as well as injunctive relief (without being required to post bond or other security). User also acknowledges that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages as well as an equitable accounting of all earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

The terms of this Section III shall survive the expiration or earlier termination of this Agreement.

Acceptable Site Use:

The Website may be used only for lawful purposes by: (i) individuals seeking employment as domestic personnel and (ii) individuals or employers seeking to employ one or more domestic personnel. The Company requires each User to be to 18 years or older and to have the legal right to work in the United States. The Company has implemented an age and identity verification authentication for this purpose.

Users may not use the Website in order to transmit, distribute, store or destroy any kind of material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of the Company or others or will violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

Users may not put contact information in open text fields. Contact information found by the Company in these fields will be removed and such User will be given a warning of such unauthorized use. Any User who repeatedly violates this rule is subject to suspension, termination, or deactivation of such User’s account, and no refund will be given. In addition, any User that has been suspended from the Website may not re-register under a different User name or identity.

Authorized Users are prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) accessing data not intended for such User or logging into a server or account which the User is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mail-bombing” or “crashing,” (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability.

The Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting any and all Persons who may be involved in such violations.

Prohibited Uses:

The Company specifically prohibits any use of the Website, and all Users agree not to use the Website, for any of the following purposes:

Posting any incomplete, false or inaccurate biographical information or information which pertains to any Person;
Deleting or revising any material posted by any other Person;
Using any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website;
Taking any action which imposes an unreasonable or disproportionately large load on the Website’s infrastructure;
Disclosing to or sharing with a Person who is not a User a password by which such Person may gain access to any non-public area of this Website;
Using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available from the Company on the Website and other than generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Internet Explorer, and FireFox);
Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising, available on, or in any way making up a part of the Website, whether provided by the Company or any third party vendor thereof;
In any way duplicating the concept of the Website or otherwise competing with the Company or any third party vendor thereof;
Aggregating, copying or duplicating in any manner any of the Website Content;
Framing of or linking to any of the Website Content;
Conducting activities involving live animals or any other living organisms;
Illegal activities or violations of law, rules or regulations, including the intent to violate any applicable laws, rules or regulations; and
The exploitation of animals, children or individuals in any way.

Each User is responsible for (i) his or her own communications and submissions and (ii) the consequences of his or her own communications and submissions. Users shall not use the Website to do the following things:

Post material that is copyrighted, unless the posting party is the copyright owner or has the express written permission of the copyright owner to post such material;
Post material that reveals trade secrets, unless the posting party owns such material or trade secrets or has the express written permission of the owner of such material to do so;
Post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
Post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity, or may damage the reputation of the Company;
Post a sexually-explicit image or statement;
Post advertisements or solicitations of business, post chain letters or material regarding pyramid/ponzi schemes;
Post material that contains viruses, Trojan horses, worms, time bombs, cancel-bots or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; and
Violate the GLB (as defined below), the Federal Fair Credit Reporting Act (found at 15 U.S.C. § 1681 et seq.), the Federal Drivers Privacy Protection Act (found at 18 U.S.C. § 2721 et seq.) or any similar state or local statute, rule or regulation.

User Information and Authentication:

Users, to qualify as such, will be required to provide the Company with certain information including, without limitation, such Person’s valid e-mail address (its “Information”). Subject to the terms and conditions that may be set forth in any privacy policy on the Website, each User authorizes the Company to disclose its Information to third parties for purpose of verifying its identification and age. Other than in connection with such identity and age verification (the “Verification”), the Company will not disclose to any third party the name, address, e-mail address or telephone number of any User without such User’s prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is pertinent to such proceedings.

The system utilized by the Company and a third party vendor for purposes of conducting the Verification may collect consumer information that is governed by the Gramm-Leach-Bliley Act (found at 15 U.S.C. § 6801 et seq., the “GLB”). Each User hereby consents to the use of its Information by the Company and its third party vendors in connection with the Verification and represents and warrants that such use complies with the GLB’s requirements that such Information be used for the completion of a transaction authorized by the User or in connection with fraud detection and prevention. Each User acknowledges that the data utilized by the Company and any third party vendor in order to conduct the Verification is obtained from third party sources and may not be completely thorough and accurate; the User accepts all such information on an AS IS basis. Each User hereby releases the Company and any third party vendor from damages, demands, losses, liabilities, fees, claims, expenses, or other injuries caused by or arising out of the Verification and shall indemnify and hold harmless the Company and such third party vendors, and their respective owners, members, officers, agents, contractors and employees in connection therewith. Third party vendors may charge a fee to the Company or to the User in connection with the Verification; if such fee is charged to the Company, each User shall reimburse the Company in full upon demand for any such fee in connection with its Verification.

The Company reserves the right to offer third party services and products to Users based on the preferences that such Users submit to the Company at the time of registration and/or at any time thereafter; such offers may be made by the Company or by third parties.

Website Content:

The Company does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by Users on the Website and does not endorse any opinions expressed by Users. Each User acknowledges that any reliance on material posted by other Users will be at its own risk. The Company does, however, strive to protect the content of the Website by the Verification of each User. In addition, the Company attempts to establish legal compliance and social responsibility with a non-intrusive approach to the Verification; the Company does not store social security numbers or dates of birth on its Internet Service Provider.

The Company acts as a passive conduit for the online distribution and publication of User-submitted information and has no obligation to screen or verify communications or information in advance and is not responsible for screening or monitoring material posted by Users.

If notified by a User of communications which allegedly do not conform to this Agreement, the Company may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the communication. The Company has no liability or responsibility to Users for performance or nonperformance of such investigation.

The Company reserves the right to expel Users and prevent their further access to the Website for violating this Agreement or applicable law and the right to remove communications which are abusive, illegal, disruptive or otherwise undesirable to the Company, in its sole discretion.

The Company may take any action with respect to User-submitted information that it deems necessary or appropriate in its sole discretion, if the Company believes that such information may create liability for the Company or may cause the Company to lose (in whole or in part) the services of its Internet Service Provider (ISP) or other suppliers.

Each Person submitting content to any public or non-public area of the Website, including message boards, forums, contests and chat rooms, by virtue of availing itself of the opportunity to do so, thereby grants the Company and its affiliates the royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display such content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. Each such submitting Person warrants and represents that the holder of any rights, including moral rights, in such content has completely and effectively waived all such rights and validly and irrevocably has granted to such Person the right to grant the license stated above. In so doing, each such Person also authorizes any subscriber to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content placed on the Website retains any and all rights that may exist in such content.

Registration and Password:

Each User is responsible for maintaining the confidentiality of its information and password. Each User shall be responsible for all uses of its registration and/or password, whether or not authorized by such User. Each User agrees to immediately notify the Company of any unauthorized use of its registration and/or password.

Identification of Agent to Receive Notification and Elements of Notification of Claimed Copyright Infringement:

If you believe that your copyrighted work has been uploaded, posted or copied to the Website and is accessible on the Website in a way that constitutes copyright infringement, please notify the Company by providing our designated copyright agent [Insert contact information] with the following information:

The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner's behalf;
A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;
Identification of the URL or other specific location on this Website where the material or activity you assert to be infringing is located or is occurring;
Enough information to allow the Company to locate the material or the activity.
Your full legal name, address, telephone number and, if you have one, and your e-mail address.
A statement that includes that following: You have a good faith belief that use on the Website of the copyrighted work in the manner you are complaining of is not authorized by the copyright owner, any agent of the copyright owner, or the law.
A statement made under penalty of perjury, that the information you have provided in your notice is accurate and that you are either the copyright owner or are authorized to act on behalf of the copyright owner.

Policy Regarding Termination of Users and Account Holders Who Infringe the Copyright or Other Intellectual Property Rights of Others:

The Company respects the intellectual property of others, and asks our Users, account holders, and content partners to do the same. The unauthorized reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners’ rights.

As a condition to the use of the Website, Users agree not to use the Website to infringe the intellectual property rights of others in any way. The Company will terminate the accounts of any Users, and block access to the Website by any Users, who are offenders of the copyrights, or other intellectual property rights, of others.

The Company reserves the right to take these actions at any time, in its sole discretion, with or without notice, and without any liability to the User who was terminated or to the whose access is blocked.

The Company’s Liability:

The Website is only a venue. The Website serves solely and exclusively as a venue for Users to post opportunities and resumes.

Neither the Company nor any of its officers, members, managers, agents, owners, professional representatives or employees undertake to screen or censor the listings offered on the Website. The Company is not involved in the actual transaction between prospective employers and the respective domestic personnel candidates. As a result, the Company has no control over the quality, safety or legality of the jobs or resumes contained on the Website, the truth or accuracy of the listings, the ability of prospective employers to offer job opportunities to candidates or the ability of the domestic personnel to fill job openings.

The Company does not provide any assurance or guarantee that Persons seeking employment as domestic personnel will find such employment. Likewise, the Company does not provide any assurance or guarantee that Persons seeking to engage the services of a competent help will be successful in doing so.

All users of the Website acknowledge that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons, or people acting under false pretenses.

Each Person using this Website assumes all risks associated with its dealings with other Users of the Website and consents to being contacted directly or indirectly by way of the Website.

Each Person using the Website covenants and agrees to conduct and assume full responsibility for carefully screening, interviewing, and conducting background investigations on any Person(s) identified on the Website with whom such Person may undertake to enter into a business or personal relationship. The Company cannot and does not assume responsibility for the accuracy or truthfulness of the identity given by persons who use the Website.

The Company does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Website in regards to a User-to-User dispute. Users waive any and all claims against the Company for damages, injuries, costs, claims and expenses arising out of or in connection with any User-User dispute and release the Company (and its officers, owners, members, managers, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

All Users which are California residents or entities waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

The Company is under no legal obligation to, and generally does not control the information provided by Users which is made available through the Website. By its very nature in venue, other User’s information may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. Each User agrees to use the utmost caution, common sense, and diligence when using the Website and screening the Person(s) identified on the Website with whom it may choose to enter into a business or personal relationship.

The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Website or the Material. The use of the Website and the Material is at each User’s own risk. Changes are periodically made to the Website and may be made at any time, without notice.

Each User acknowledges and agrees that it is solely responsible for the form, content and accuracy of any resume or material placed by such User on the Website. Prospective domestic employers are solely responsible for their postings on the Website.

The Company is not to be considered to be an employer with respect to any use of the Website and the Company shall not be responsible for any employment decisions, for whatever reason made, made by any Person posting jobs on the Website.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF A USER’S USE OF THE WEBSITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING OF EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS CONTAINED IN THE WEBSITE. TO THE FULLEST EXTENT ALLOWED BY LAW, EACH USER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND REMEDIES UNDER THE TEXAS DECEPTIVE TRADE PRACTICES‑CONSUMER PROTECTION ACT (TEXAS BUSINESS AND COMMERCE CODE SECTION 17.41, ET SEQ.).

Disclaimer of Consequential Damages.

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH USER HEREBY WAIVES ANY AND ALL SUCH CLAMS AND DAMAGES.

Links to Other Sites:

The Website contains links to third-party websites. These links are provided solely as a convenience and not as an endorsement by the Company of the contents on such third-party websites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party websites. If a User accesses linked third-party websites, it does so at its own risk.

No Assignment, Sale or Unauthorized Commercial Use:

Each User agrees not to sell or assign its rights hereunder to use the Website. Users shall not make any unauthorized commercial use of the Website. The Company may assign its rights hereunder at any time, without notice to Users, to any purchaser, assignee, transferee or designee of the Company; upon such an assignment or transfer, the Company shall be relieved of all liability hereunder.

Limitation of Liability:

The aggregate liability for the Company to any person or entity using the Website for all claims arising therefrom is limited to a refund of the fees charged to and collected from such User. EACH USER HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF THIS AGREEMENT.

Termination:

The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of postings from the Website, immediate suspension and/or termination of a User’s registration or ability to access the Website and/or any other service provided to a User by the Company, upon any breach by such User of this Agreement, the Policies and Procedures or any law or regulation or if the Company is unable to verify or authenticate any information submitted by such User to the Website.

Indemnity:

Each Person using the Website, in so doing, thereby agrees to defend, indemnify, and hold harmless the Company, its officers, owners, members, managers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from such Person’s use of the Material or breach of the terms of this Agreement.

General:

The Company makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain Persons or in certain countries. Any Person accessing the Website from outside of the United States does so at its own risk and is responsible for compliance with all applicable laws. This Agreement is governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles.

Jurisdiction and venue for any claims arising under this Agreement shall lie exclusively with the state or federal courts within Harris County, Texas. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as may be expressly provided elsewhere herein or on the Website, this Agreement constitutes the entire agreement between the Company and those Persons who use the Website. No changes to this Agreement shall be made except by a revised posting on the Website.

Certain areas of the Website are subject to additional terms of use, which are posted thereon. By using such areas, or any part thereof, each User agrees to be read and be bound by the additional terms of use applicable to such areas.

The Company does not refund membership fees or any other fees paid by or on behalf of Users.

Electronic Transactions.

Notwithstanding anything herein to the contrary, the Company and User have agreed and hereby do agree to conduct transactions electronically in accordance with the Texas Uniform Electronic Transactions Act, as the same may be amended from time to time, any other similar state statute or regulation which may be applicable and the Federal Electronic Signatures in Global and National Commerce Act, as it may be amended from time to time.

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