Daycare Agreement

1. Eligibility and Authority

1.1 To create a Daycare account, you must operate a childcare facility that is licensed, registered, permitted, exempt, or otherwise authorized to operate childcare in the jurisdiction where the facility is located, in accordance with the applicable regulatory authority. The exact regulatory category (license, registration, permit, exemption, or other authorization) will be confirmed during the administrative verification process described in Section 2. The specific Texas regulatory categories applicable to Texas facilities will be confirmed during the Texas market launch.

1.2 You must:

• Have authority to enter into this Agreement on behalf of the legal entity operating the daycare;
• Be at least nineteen (19) years of age;
• Provide accurate, current, and complete information during registration and keep that information up to date.

1.3 You represent and warrant that all information you provide about your facility — including authorization status, capacity, services offered, staff qualifications, ownership, and policies — is true, accurate, and not misleading.

2. Administrative Verification and Profile Activation

2.1 As part of registration, you must provide your childcare license, registration, permit, or other authorization number, as applicable in your jurisdiction. You must also identify the issuing regulatory authority.

2.2 Your profile will be created in a "Pending Verification" status. During this period, your profile is NOT publicly visible, does NOT appear in parent search results, and CANNOT receive applications from parents. You may continue to complete other onboarding steps during this period (Stripe Connect setup, profile content, photos, etc.).

2.3 To activate your profile, you must upload a clear and current copy of your authorization document (license, registration, permit, etc.) through the Platform's upload tool. Acceptable formats are PDF or image files up to 10 MB.

2.4 Administrative Verification. ZuKeepr will review your uploaded document for facial completeness and apparent currency, typically within one to two business days. Administrative verification is limited to confirming that an authorization document was provided and appears current and valid on its face. It does NOT include any of the following:

• In-person facility inspection;
• Staff background checks;
• Independent verification with the issuing regulatory authority;
• Ongoing monitoring of regulatory compliance;
• Endorsement of your facility's quality, safety, or suitability.

Upon successful administrative verification, your profile status will change to "Active" and your listing will become publicly visible.

2.5 If your authorization document is rejected (e.g., illegible, expired, mismatched name, suspected forgery), you will receive an email explaining the reason and may resubmit. ZuKeepr reserves the right to refuse activation at its sole discretion where authorization cannot be reasonably verified administratively.

2.6 Ongoing Regulatory Notification Duty. You agree to notify ZuKeepr at support@zukeepr.com within seventy-two (72) hours of becoming aware of any of the following events affecting your facility, your licensed status, or your operations:

• Suspension, revocation, expiry, surrender, or non-renewal of your license, registration, permit, or other authorization;
• Initiation of an investigation by your childcare licensing authority, child protection authority, or other regulator;
• Issuance of a citation, violation, deficiency notice, corrective action plan, or similar regulatory finding;
• Placement on probation, restriction, or conditional licensing status by your regulator;
• Serious incident reviews involving your facility (including incidents involving harm to a child, allegations of abuse or neglect, or significant safety incidents);
• Changes to the ownership or control of the daycare entity;
• Changes to the operating address of the facility;
• Issues affecting the eligibility of staff to work in a childcare environment (for example, staff failing required background checks, staff exclusions, or required staff terminations).

Failure to provide timely notice under this Section 2.6 is a material breach of this Agreement and may result in immediate account suspension or termination. ZuKeepr will treat all such notices confidentially to the extent reasonably possible, except where disclosure to authorities or affected families is required or appropriate.

2.7 License Re-Verification. ZuKeepr may, at its discretion, require periodic re-verification of your authorization status. Re-verification cadence is set by ZuKeepr's internal operations policy and may be triggered by, among other things, the documented expiry date of your authorization, regulatory changes, or material changes in your account or operations. Failure to provide updated documentation within fourteen (14) days of a re-verification request may result in suspension of your profile until verified.

3. Misrepresentation and Unauthorized Operation

3.1 Operating without required authorization, or misrepresenting your authorization status, is a material breach of this Agreement.

3.2 If ZuKeepr determines, based on reasonable evidence, that a Daycare is operating without valid authorization or has misrepresented its authorization status, ZuKeepr may, at its sole discretion:

• Immediately suspend the Daycare account;
• Permanently terminate the Daycare account and ban the operating entity and its principals from creating future accounts;
• Report the matter to the applicable childcare licensing authority and any other relevant regulatory or law enforcement body;
• Notify enrolled families through the Platform of the suspension or termination;
• Withhold any pending payouts pending investigation, to the extent permitted by Stripe Connect terms;
• Preserve records, messages, listing data, payment data, and reports relevant to the investigation.

3.3 Parents may report suspected unauthorized or misrepresenting Daycares to ZuKeepr at support@zukeepr.com. ZuKeepr will acknowledge such reports and investigate in good faith.

4. Account Registration and Security

4.1 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4.2 You may not transfer your account to another entity without ZuKeepr's prior written consent. A change of ownership or control of the daycare facility (also reportable under Section 2.6) may require updated documentation and re-verification.

5. Stripe Connect and Payment Processing

5.1 To receive payments through the Platform, you must complete onboarding with Stripe and accept Stripe's Connected Account Agreement and any other Stripe-required terms. Your acceptance of Stripe's terms is a prerequisite to using ZuKeepr.

5.2 ZuKeepr uses Stripe Connect (Express accounts) to process payments. ZuKeepr does not hold or custody your funds; Stripe handles fund flows directly to your linked bank account in accordance with Stripe's payout schedule.

5.3 You are solely responsible for: (a) your tax obligations on revenue received through the Platform; (b) compliance with all applicable tax, employment, and regulatory laws; (c) honouring your published refund policy; and (d) any chargebacks, refunds, or disputes initiated by parents in respect of tuition or daycare-charged amounts.

6. Platform Fees

6.1 Listing

Listing your daycare on the Platform is free of charge.

6.2 $10 Parent Administrative Fee

ZuKeepr charges a one-time, non-refundable administrative fee of USD $10.00 to a parent when the parent accepts an offer of enrollment from your Daycare. This fee is charged to the parent only and is not deducted from your payouts. The administrative fee is ZuKeepr's revenue and is wholly ZuKeepr's risk in the event of a parent chargeback or payment dispute.

6.3 $3 Per-Invoice Platform Fee

For each tuition invoice processed through the Platform, ZuKeepr collects a non-refundable platform fee of USD $3.00. This fee is added to the parent's invoice in addition to the tuition amount you charge. The platform fee is not deducted from your payout — you receive the full tuition amount you set, less any Stripe processing fees applicable to your account.

6.4 Off-Platform Tuition Prohibited

You agree that all tuition, fees, and recurring charges for childcare provided to families matched through ZuKeepr will be processed through the Platform. You may not solicit, accept, or otherwise arrange off-Platform payment of tuition or recurring fees from ZuKeepr-matched families through any method, including without limitation:

• Cash;
• Cheque, money order, or bank draft;
• E-transfer, Interac e-transfer, Zelle, Venmo, PayPal, Cash App, or other peer-to-peer or payment-app transfers;
• ACH or wire transfer initiated outside the Platform;
• Direct invoicing or billing through your own accounting software for ZuKeepr-matched recurring care;
• Payment via a third-party billing platform other than ZuKeepr;
• Any other method that bypasses the Platform's invoicing and payment-processing flow.

This prohibition continues for the duration of the family's enrollment with your facility. Parents may report suspected off-Platform tuition arrangements to ZuKeepr through the parent-facing reporting tool. Confirmed violations are grounds for account suspension or termination and, where applicable, may entitle ZuKeepr to recover the platform fees that would have been earned had the tuition been processed through the Platform (subject to enforceability under applicable law).

Nothing in this section restricts your ability to charge for goods or services that are not regular tuition or recurring care fees (such as one-time field trip costs, optional add-ons, or merchandise) through other means, provided you remain transparent with families.

6.5 Refund Policy Disclosure

You are required to publish your own refund policy for tuition and other daycare-charged fees through the Platform. Your refund policy must be made available to a parent before that parent accepts an offer of enrollment from your Daycare. You may update your refund policy at any time, but the version in effect at the time of an offer acceptance governs the resulting enrollment unless you and the family agree otherwise in writing.

ZuKeepr does not adjudicate disputes regarding tuition refunds. You are responsible for honouring your published refund policy and for handling refund requests in good faith. ZuKeepr will facilitate Stripe-side refund processing once you have authorized a refund to a parent.

7. Daycare Premium Subscription

7.1 Subscription Terms

Daycare Premium is available at USD $11.99 per month. Premium unlocks unlimited enrolled families, additional features, and management of up to five (5) affiliated daycare locations under a single account.

7.2 First Month Free

First-time Premium subscribers receive their first month of Premium at no cost. Eligibility for the free first month is determined by your daycare profile (identified by license number and business name), not by your email address or user account. A Daycare that has previously used the free first month is not eligible to receive it again by creating a new account or using a different email.

During the free month, you may cancel at any time without charge. If you do not cancel, your card will be automatically charged USD $11.99 at the start of the second month and on the same day each month thereafter.

7.3 Cancellation and Refunds

You may cancel your Premium subscription at any time through your account dashboard. Cancellation takes effect at the end of the current paid billing period. No refunds are issued for partial billing periods or for charged months other than where required by law.

If your Premium subscription expires or is cancelled while you have more than twenty (20) enrolled families, existing enrollments will not be terminated. However, you will be unable to accept new applications until your enrollment count falls to twenty (20) or fewer, or until you renew Premium.

7.4 Free Tier Limits

Without Premium, your account is limited to twenty (20) concurrently enrolled families and one (1) listed daycare location.

8. Multiple Locations

8.1 Premium accounts may manage up to five (5) affiliated daycare locations under a single subscription. Each location requires its own administrative verification and may receive its own reviews. Billing is consolidated under the parent account.

8.2 Each affiliated location must independently meet the requirements of this Agreement, including authorization, regulatory notification (Section 2.6), refund policy publication (Section 6.5), and operational standards. Where applicable, the Platform supports location-specific licenses, pricing, staff information, capacity, and refund policies; you are responsible for keeping these accurate for each location.

8.3 If you operate more than five (5) authorized locations and wish to manage them all on ZuKeepr, please contact support@zukeepr.com to discuss multi-location options. ZuKeepr may offer custom terms or pricing for larger operators at its discretion.

9. Promoted Listings

9.1 Promoted listings are optional paid placements that increase the visibility of your daycare in search results and recommended-listing surfaces. Pricing is USD $29.00 per month for a single-city promotion or USD $69.00 per month for up to three cities, billed monthly until cancelled.

9.2 Placement and Capacity. Promoted listing slots are limited to ten (10) per city. Where multiple promoted listings are eligible for display in a single city, placement is determined by recency of promotion start date (more recent promotions are displayed earlier). Where all ten slots in a city are filled, additional Daycares may join a waitlist for that city; waitlisted Daycares are charged only when a slot becomes available and the Daycare confirms acceptance of the slot.

9.3 Promoted listings are non-refundable for the current billing period. You may cancel at any time to prevent future billing. ZuKeepr does not guarantee any specific number of impressions, clicks, applications, enrollments, ranking outcomes, or revenue resulting from a promoted listing.

9.4 If ZuKeepr fails to deliver a promoted placement due to a technical issue on ZuKeepr's end (for example, the listing did not appear when it should have), ZuKeepr will issue a pro-rated credit to your account for the period of non-delivery, as ZuKeepr's sole liability for such non-delivery.

10. Family Limit and Auto-Upgrade Prompt

10.1 Free-tier Daycare accounts may accept up to twenty (20) concurrent family enrollments. When you attempt to accept the twenty-first (21st) enrollment, the Platform will prompt you to upgrade to Premium.

10.2 Upgrading to Premium lifts the family limit. The pending application that triggered the prompt will not be auto-accepted — you must explicitly accept it after upgrading.

11. Information Provided by Parents (Data Roles)

11.1 Through the Platform, you will receive personal information about parents and their children, including names, dates of birth, allergies, medical information, immunization records, emergency contacts, and pick-up authorizations.

11.2 For Personal Information about parents and children exchanged through the Platform between ZuKeepr and the Daycare:

• Under Canadian privacy law (including PIPEDA and the British Columbia Personal Information Protection Act), ZuKeepr and the Daycare act as joint controllers, with independent obligations to the affected individuals;
• Under applicable U.S. state privacy law, ZuKeepr and the Daycare may each act as a separate "controller" or "business," with coordinated obligations as set out in the Data Processing Agreement.

11.3 You agree to:

• Use parent and child information solely for the purpose of providing childcare services to the enrolled family;
• Maintain appropriate physical, technical, and administrative safeguards for that information;
• Limit access to the information to staff with a legitimate need to know;
• Comply with all applicable privacy laws, including PIPEDA, applicable provincial privacy legislation, and, where relevant, U.S. state and federal privacy law including COPPA;
• Honour requests from parents to access, correct, or delete their information and that of their children, in coordination with ZuKeepr where appropriate;
• Notify ZuKeepr promptly of any actual or suspected data breach involving ZuKeepr-sourced information.

11.4 A separate Data Processing Agreement (DPA) describes the parties' respective obligations in further detail and forms part of this Agreement by reference.

12. Photos and Content Uploaded by Daycare

12.1 You retain full ownership of all photos, videos, descriptions, and other content you upload to the Platform ("Daycare Content"). ZuKeepr does NOT claim ownership of your Daycare Content.

12.2 You grant ZuKeepr a limited, non-exclusive, royalty-free license to display your Daycare Content on the Platform solely for the purpose of operating the marketplace and presenting your listing to parents. ZuKeepr will not use your Daycare Content for marketing or promotional purposes outside the Platform without your prior written consent.

12.3 You represent and warrant that you have all rights necessary to upload and license the Daycare Content as set out above. You will not upload photos or videos depicting identifiable children without verifiable consent from the parent or legal guardian of each depicted child.

12.4 Upon termination of your account, ZuKeepr will remove your Daycare Content from public-facing surfaces of the Platform within a reasonable period, subject to operational caching and legal retention obligations.

13. Reviews

13.1 Parents who have or have had an active enrollment with your facility through ZuKeepr may leave reviews of your daycare. Only parents whose enrollment was created at least fourteen (14) days prior to the review submission are eligible to leave a review. Reviews from individuals who have never been enrolled with you through ZuKeepr are not permitted.

13.2 You may publicly reply to any review of your facility, with one reply per review. Replies may be edited within twenty-four (24) hours of posting, after which they are locked.

13.3 You may flag a review for ZuKeepr's review if you believe it:

• Violates ZuKeepr's Community Guidelines; or
• Was submitted by a reviewer who was never enrolled with your facility through ZuKeepr.

13.4 Flagged reviews are reviewed by ZuKeepr within five (5) business days. ZuKeepr will decide, in its reasonable judgment, whether to keep or remove the flagged content. ZuKeepr's decisions are final, though you may re-flag a review only if substantive new evidence is provided.

13.5 You may not offer payment, discounts, gifts, or other inducements in exchange for favourable reviews, or threaten or retaliate against parents who leave reviews, including by terminating their child's enrollment in response to the review itself. Doing so is a material breach of this Agreement.

14. Account Termination and Family Notification

14.1 You may close your Daycare account at any time through your account dashboard.

14.2 When a Daycare account is closed by the Daycare or terminated by ZuKeepr for cause:

• All active enrollments associated with your facility are terminated immediately on the Platform;
• All scheduled future invoices for those enrollments are cancelled in Stripe;
• Affected families are notified by email that automated payments through ZuKeepr have been stopped and that any continuing arrangements with you must be made directly outside the Platform;
• You receive confirmation of the closure and the number of enrollments terminated;
• Your public profile is removed from search results and listing surfaces.

14.3 You remain responsible for any obligations to families that arose before the closure, including refunds, prorated tuition, and the orderly transition of care, all of which are between you and the family directly.

14.4 ZuKeepr may suspend or terminate your account for material breach of this Agreement, including but not limited to: invalid or unauthorized operation, misrepresentation, off-Platform tuition arrangements, abuse of the review system, fraudulent activity, harm to families or other users, failure to provide regulatory notice under Section 2.6, or violation of applicable law. Where practical and not prejudicial, ZuKeepr will provide notice and an opportunity to cure non-material breaches.

15. Communications and Messaging

15.1 The Platform provides messaging tools for communication between you and parents. By using these tools, you agree that:

• Your communications may be reviewed by ZuKeepr only for safety, fraud prevention or investigation, abuse, legal compliance, support, dispute resolution, payment investigation, or other legitimate operational and legal purposes;
• Communications are retained for up to thirteen (13) months from the date of the message and are then automatically deleted from active systems, except where retention is necessary for safety, fraud, disputes, legal holds, regulator requests, or other legal obligations;
• You will not use Platform messaging for harassment, illegal activity, solicitation of off-Platform tuition payments, or any conduct prohibited by the Acceptable Use Policy.

16. Confidentiality and Non-Solicitation

16.1 You will not use information obtained through the Platform — including parent contact information, child information, or operational data about ZuKeepr — for any purpose other than providing childcare services to the enrolled family or as otherwise permitted by this Agreement.

16.2 You will not use ZuKeepr-sourced parent contact information to solicit those parents for services outside the Platform, to add them to marketing lists not related to their child's enrollment with you, or to sell or share their information with third parties.

17. Disclaimers and Limitations of Liability

17.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW. ZUKEEPR DOES NOT WARRANT ANY SPECIFIC NUMBER OF APPLICATIONS, ENROLLMENTS, OR REVENUE THROUGH THE PLATFORM.

17.2 To the fullest extent permitted by law, ZuKeepr's aggregate liability to you is capped, by claim type, as follows. The applicable cap is the cap for the claim category most directly applicable to the dispute, except where a higher cap would otherwise apply under another category.

• Ordinary Platform claims (general operational, contractual, or service claims): the greater of (a) CAD $1,000, or (b) the total fees you paid to ZuKeepr in the twelve (12) months preceding the event giving rise to the claim;
• Privacy, security, and data-protection claims: the greater of (a) CAD $10,000, or (b) the total fees you paid to ZuKeepr in the twelve (12) months preceding the event;
• Payment-handling claims (relating to ZuKeepr's role in initiating, processing, or recording payments via Stripe): the greater of (a) the disputed transaction amount, or (b) CAD $2,500;
• Child safety-adjacent claims: liability is governed by, and limited to, the maximum extent permitted under applicable law for marketplace platforms that are not themselves the providers of the care in question.

17.3 IN NO EVENT SHALL ZUKEEPR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY.

17.4 Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.

18. Indemnification

You agree to indemnify and hold harmless ZuKeepr, its officers, directors, employees, and contractors from any claim, demand, loss, or expense (including reasonable legal fees) arising from: (a) your breach of this Agreement; (b) your operation of your daycare facility, including any claim by a family or third party relating to the care, safety, or welfare of any child in your care; (c) your handling or misuse of parent or child information obtained through the Platform; (d) any misrepresentation by you regarding your authorization, qualifications, or services; (e) your failure to provide notice required under Section 2.6; or (f) your violation of any law or third-party right.

19. Changes to This Agreement

19.1 ZuKeepr may update this Agreement from time to time. Material changes will be communicated to you via email or in-app notice at least thirty (30) days before they take effect.

19.2 Your continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the updated terms. If you do not agree to an update, you may close your account before the effective date.

20. Governing Law and Dispute Resolution

20.1 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

20.2 The parties agree to attempt in good faith to resolve any dispute informally by contacting support@zukeepr.com before initiating formal proceedings.

20.3 Subject to Section 20.4, any dispute that cannot be resolved informally shall be brought exclusively in the courts located in Victoria, British Columbia, and both parties consent to the personal jurisdiction of those courts.

20.4 Local Rights Carveout. Notwithstanding Section 20.3, where applicable law in the jurisdiction of the Daycare's operation provides non-waivable rights for businesses or consumers (including, without limitation, applicable U.S. state laws affecting Texas-operating Daycares), nothing in this Agreement is intended to waive or restrict such non-waivable rights.

21. General Provisions

21.1 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, Refund Policy, Acceptable Use Policy, Data Processing Agreement, and any applicable Stripe terms, constitutes the entire agreement between you and ZuKeepr regarding your use of the Platform as a Daycare.

21.2 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect.

21.3 No Waiver. ZuKeepr's failure to enforce any provision is not a waiver of its right to do so later.

21.4 Assignment. You may not assign your rights under this Agreement without our prior written consent. ZuKeepr may assign this Agreement in connection with a merger, acquisition, or sale of assets.

21.5 Notices. Notices to ZuKeepr should be sent to support@zukeepr.com. Notices to you will be sent to the email address associated with your account.

21.6 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

21.7 Survival. Sections 5 (Stripe), 6 (Fees), 11 (Information Provided by Parents), 12 (Photos and Content), 16 (Confidentiality and Non-Solicitation), 17 (Disclaimers and Limitations), 18 (Indemnification), 20 (Governing Law), and any other provisions that by their nature should survive, will survive termination of this Agreement.

ZuKeepr Inc.

914 Graythorpe Place, Victoria, British Columbia, Canada

support@zukeepr.com

zukeepr.com

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