Service Level Agreement (this "Agreement") is made effective from the date of acceptance, between (the "Service Provider"), of Childcare and Parenting coaching and MissPoppins Inc. (the "Company"). The Agreement provides for "Coaching and Consulting Services for parents" services. The Service Level Agreement is intended to describe the levels of service agreed upon by the Service Provider and the Company, and the obligations of both Service Provider and Company to each other with respect to the service level.
1. Services: Services include consultations, appointment management, chat support, and client interaction through the MissPoppins platform, where the Service Provider will also manage their client interactions and payment processes through the backend dashboard in partnership with Stripe.
2. Service Fee : MissPoppins will be charging a platform licensing fee per month as choosen by the provider ( For non exempted coaches + 100 dollars one time implementation fee), charged upfront annually during implementation and renewal. Renewal occurs automatically unless terminated with 30 days' notice in-advance of the renewal effective date.
3. Service Provider Obligations: In turn, the Service Provider is under the following obligations to the Company.
No Medical Advice: The Service Provider acknowledges that MissPoppins Inc. is a coaching-only platform. The Service Provider agrees not to offer any medical advice or treatment recommendations to clients. All services provided should be limited to coaching, guidance, and support within the areas of nutrition, lactation, sleep, doula, child learning & development, and overall child and parent care and wellness.
Liability Insurance: The Service Provider must maintain their own liability insurance throughout the duration of their engagement with MissPoppins Inc. Proof of such insurance must be provided to MissPoppins Inc. upon request, and failure to maintain appropriate coverage may result in the termination of this agreement.
Confidentiality: The Service Provider agrees that all inventions and all other business, technical, and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned, or obtained by or for or on behalf of the Service Provider in connection with the Services or that are received by or for the Company in confidence, constitute “Proprietary Information.” The Service
Provider shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, the Service Provider shall not be obligated under this paragraph with respect to information the Service Provider can document or becomes readily publicly available without restriction through no fault of the Service Provider. Upon termination or as otherwise requested by the company, the Service Provider will promptly provide to the Company all items and copies containing or embodying Proprietary Information, except that the Service Provider may keep personal copies of its compensation records and this agreement.
4. Service Levels: The following is a description of the service(s) covered in the agreement. The duration indicates the period that the Service Provider has to provide the service. The Service Level indicates the minimum standard of performance for the service. Service: The Service Provider will provide childcare and parenting coaching services, including consultations, appointment management, chat support, and the sale of packages/sessions through the MissPoppins platform.
Duration: Ongoing from the date of signing, with reviews every 6 months to 12 months. Service Level: The Service Provider is expected to respond to client inquiries within 30 minutes to a maximum of 2 hours and maintain a high level of professionalism and confidentiality.
5. Ownership; Rights; Proprietary Information; Publicity
Proprietary Information: The Company shall own all rights, titles, and interests (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights, and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of the Service Provider in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and the Service Provider will promptly disclose and provide all Inventions to the Company. All Inventions are work made for hire to the extent allowed by law and, in addition, the Service Provider hereby makes all assignments necessary to accomplish the foregoing ownership. The Service Provider shall assist the Company, at the Company’s expense, to further evidence, record, and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. The Service Provider hereby irrevocably designates and appoints the Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on the Service Provider’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by the Service Provider and all other creators or owners of the applicable Invention.
If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Service Provider (or any person involved in the Services) and not assigned hereunder, Service Provider hereby grants Service Provider and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided
hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
Restrictions: The Service Provider agrees that during the period over which they are providing the Services, they will not directly or indirectly encourage or solicit any employee or contractor of the Company to leave the Company for any reason. The Service Provider also agrees not to engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company and will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company.
6. Relationship of the parties; Independent Contractor; No employee benefits: The Service Provider is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which the Services are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Company. Service Provider will ensure that its employees, contractors, and others involved in the Services, if any, are bound in writing to the foregoing, and to all of the Service Provider’s obligations under any provision of this agreement, for the Company’s benefit and Consultant will be responsible for any noncompliance by them. Service Provider agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys’ fees, and expenses, as incurred, on account of the foregoing or any breach of this agreement or any other action or inaction by or for or on behalf of Service Provider.
7. Assignment: This agreement and the services contemplated hereunder are personal to the Service Provider and the Service Provider shall not have the right or ability to assign, transfer, or subcontract any rights or obligations under this Agreement without the written consent of the Company.
8. 1099-K form: The Service Provider acknowledges and agrees to provide necessary information for the issuance of a 1099-K form as required by law for tax reporting purposes.
9. Helpline and Support: For any questions or support, the Service Provider can contact the helpline numbers available on our website or reach out via the support link provided on the Company’s website. Helplines are available 24/7, are 100% confidential, and free. Below is a list of relevant hotlines that may assist in various situations:
National Domestic Violence Hotline: 1-800-799-SAFE
Post Abortion Counseling: 1-800-228-0332
National Sexual Assault Hotline: 1-800-656-HOPE (4673)
Drug Abuse National Helpline: 1-800-662-4357
Youth Crisis Hotline: 1-800-448-4663
10. SMS Communication and Waiver: For text messaging in the United States, by requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive one or more text messages (“Opt In”) or using a MissPoppins Inc. arrangement in which MissPoppins Inc sends (or indicates that it may send, or receives a request that it send) one or more text messages (“Text Message Service”), you accept these SMS Terms for U.S. (“SMS Terms”) and consent to the handling of your personal information as described in the MissPoppins Inc’s Privacy Policy available at MissPoppins Privacy Policy. Message and data rates may apply.
MissPoppins Inc. will use reasonable commercial efforts to deliver automated text messages to the mobile number you provide. MissPoppins Inc. is not liable for delayed or undelivered messages.
By Opting In to a Text Message Service:
You expressly authorize MissPoppins Inc. to use auto dialer or non-auto dialer technology to send text messages to the mobile phone number associated with your opt In.
You also authorize MissPoppins Inc. to include marketing content in any such messages. You do not have to opt In or agree to opt In as a condition of purchase. c. You consent to the use of an electronic record to document your opt In. d. To withdraw that consent, reply STOP or contact us via the methods described in the Contact Us section of the Terms of Service available at MissPoppins Terms of Service. If you withdraw your consent, certain features of our service may not be available to you. e. You confirm that you are the current subscriber to the Opted In mobile phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt In.
11. Miscellaneous: This agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law’s provisions thereof. Any breach of confidentiality will cause irreparable harm to the Company for which damages would not be an adequate remedy, and therefore, the Company will be entitled to injunctive relief with respect thereto in addition to any other remedies.
Arbitration: Any controversy or claim arising out of or relating to this agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any controversy or claim (except those regarding Inventions, Proprietary Information or intellectual property) arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law. The prevailing party will be entitled to receive from the nonprevailing party all costs, damages and expenses, including reasonable
attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Consultant hereby consents to the arbitration in the State of California in the county of Santa Clara.
NOTICE: This agreement does not affect any immunity under 18 USC Sections 1833(b) (1) or (2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees):
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
Terms of Conditions : https://misspoppinsdraft.squarespace.com/terms-of-service
Privacy Policy : https://misspoppinsdraft.squarespace.com/privacy-policy
12. Termination: The Company may give written notice to the Service Provider that the agreement has been terminated under the following circumstances:
Termination by MissPoppins Inc: MissPoppins Inc. reserves the right to terminate this agreement immediately upon written notice to the Service Provider if the Service Provider fails to meet the obligations outlined in this agreement after receiving three warnings, or if the Service Provider engages in any activity that violates the terms of this agreement.
Termination by the Service Provider: If the Service Provider wishes to terminate their engagement with MissPoppins Inc., they must provide a minimum of 30 days written notice to MissPoppins Inc. During this notice period, the Service Provider is required to close all active conversations with clients and ensure a smooth transition of their responsibilities before the completion of their tenure. Failure to do so may result in forfeiture of any outstanding compensation or penalties as determined by MissPoppins Inc.
Return of Materials: Upon termination of this agreement, whether by MissPoppins Inc. or the Service Provider, the Service Provider agrees to return all proprietary information, materials, and documents belonging to Miss Poppins Inc. and to cease all use of any Confidential Information.
Survival of Obligations: The obligations of confidentiality, non-compete, and non-solicitation shall survive the termination of this agreement as outlined in the respective sections.
13. Refund and License Policy
MissPoppins does not offer refunds for any license fees paid for access to or use of the MissPoppins platform. By paying for a license, you acknowledge and agree to the following terms:
Non-Refundable Fees: All payments made in relation to the license are final and non-refundable. This includes, but is not limited to, fees for access, services, or usage of any feature within the MissPoppins platform.
Non-Transferable License: The license granted is non-transferable. You may not sell, assign, sublicense, or otherwise transfer your access rights or credentials to any third party.
Non-Assignable Credentials: Access credentials issued to you are for your use only and may not be shared, transferred, or reassigned. Any such attempt may result in immediate termination of access without refund.
Termination for Breach: MissPoppins reserves the right to suspend or terminate your access to the platform for any violation of our Terms of Use or this policy, without obligation to issue a refund.