TERMS AND CONDITIONS OF USE

Crunch Care Inc. THE LIST Referral

For the purposes of the Direct Referral Agreement as stated above, the “access fee” is defined as the fee Crunch Care charges for locating, recruiting and referring a caregiver on behalf of Client.  

1.  Crunch Care’s Duties

1.1 Recruit and screen Referral to perform ad hoc babysitting under Client’s supervision.  Crunch Care will make reasonable efforts to refer candidates based upon Client’s stated needs according to applicable law.  However, Client understands and agrees that Crunch Care makes no guarantees, representations or warranties about the qualifications, ability, credentials, suitability, or performance of the candidates referred.  Signing up with or paying Crunch Care does not guarantee that it will find a suitable candidate.

2.  Referral Fees

2.2 Client agrees to pay a $325 access fee for a one time access to THE LIST. The fee is non-refundable and will be charged via credit or debit card at the time of purchase. THE LIST is revised every 60 days and is available for repurchase. 

3.  Payment Terms, Bill Rates, and Fees

3.1 Client agrees to pay Crunch Care for a one time access at the rates set forth in this Agreement and also agrees to pay any additional costs or fees set forth in this Agreement, subject to the terms and conditions of this Agreement.

3.2 All fees are non-refundable, earned in full, and due and payable according to the terms of this Agreement.  If Client’s account is turned over to an agency or other entity for collection, all fees, costs and interest incurred relating to the collection activity will be added to Client’s original balance and become payable to Crunch Care according to the terms of this Agreement.  Finally, Client agrees to pay Crunch Care any fees, charges or costs Crunch Care incurs for non-payment of Crunch Care’s fees, charges or costs for any reason.

4.  Release of Liability

5.1 Client agrees and understands that it is ultimately responsible for screening, interviewing, hiring, compensation and payment as well as all other acts of due diligence to decide on Client’s THE LIST Referral.

Additionally, Client understands and agrees that Crunch Care does not employ or exercise control or discretion over THE LIST Referrals and disclaims all responsibilities for Referral(s)’ conduct or omissions.  Accordingly, Client agrees and understands that Crunch Care is not responsible or liable for any actions, omissions or negligence by the Referral(s).  Client warrants that Crunch Care’s responsibilities are to act as a referring agent.  Therefore Crunch Care’s obligation(s) will be deemed fulfilled upon the placement of the caregiver.

5.  Client Relationship

5.1 Client understands and agrees that THE LIST Referral’s work schedule and the method, manner and means of employment, and any other terms and conditions of employment, will be determined by Client and Referral.  Crunch Care will not be responsible for Referral’s direction, supervision, control or compensation, and Crunch Care is not Referral’s employer or co-employer with Client.  Rather, Client will be solely responsible for the Referral’s direction, supervision, control and compensation, and Client understands and agrees that it is the Referral’s employer.  Accordingly, Client understands and agrees that it will be responsible for all employer related taxes, withholdings, obligations and requirements according to applicable law.

6.  Subsequent Hiring & Confidential Information

6.1 Client agrees that if Client hires or otherwise engages any individual introduced to Client by Crunch Care, then Client expressly acknowledges and agrees to pay Crunch Care its full applicable fee pursuant to this Agreement.  Further, Client understands and agrees that all Referrals’ profiles and other information are to be kept strictly confidential and are to be used only in conjunction with THE LIST Referral services.  If Client provides information about any Referral candidate to another party and the other party hires the direct placement without compensating Crunch Care its fee, Client will be responsible for paying Crunch Care’s additional fee of $3000.

7.  Background Checks

7.1 Included in the initial THE LIST Referral a background check will be executed by Sterling Information Services including a Social Security Scan and a Criminal Background Check in the county or counties of primary residence.  Crunch Care does not warrant the results of any checks or test performed by third parties.  TrustLine®, included in the access fee, typically takes 4-6 weeks to return results.  Additional background checks can be submitted upon request of Client.  

8.  Nature of Relationship

8.1 Nothing in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between Crunch Care and Client.

9.  DISCLAIMER/WAIVER/HOLD HARMLESS/LIMITATION OF LIABILITY

9.1 To the maximum extent permitted by law, Crunch Care assumes no liability or responsibility for, and makes no representations or warranties about, any information, material, errors, omissions, services, candidates, applicants, referrals potential referrals (including but not limited to the qualifications or performance of individuals) it provides to Client.  Client understands and agrees that Client’s use of Crunch Care’s services is at Client’s own risk.  Except as specified in this Agreement, Crunch Care does not provide and specifically disclaims any express or implied guarantees or warranties to Client.

By signing this document, Client hereby waives and releases Crunch Care and its owners, agents, referrals, officers, directors, attorneys, representatives and affiliated entities from all liability, including but not limited to liability arising from negligence, equipment, or the actions of any third party, arising under law or otherwise.  

This Agreement does not govern claims that cannot be released by private agreement or that cannot lawfully be waived.  In addition, this Agreement does not limit either party’s right, where applicable, to file, cooperate with or participate in an investigative proceeding of any governmental entity, or to file charges that do not seek personal relief for released claims with any governmental entity.  Additionally, Client shall indemnify, defend and hold Crunch Care and its owners, agents, referrals, officers, directors, representatives, attorneys and affiliated entities harmless against any damages or liability whatsoever arising out of or in any way in connection with the placement, employment or association of any person referred to Client by Crunch Care, regardless of how, when, or where any damages or liability was incurred.  Finally, in no event shall either party to this Agreement be liable for consequential, incidental, exemplary, punitive, special or indirect damages of any kind.  Further, a party’s aggregate liability for damages of any kind under this Agreement shall be limited to the amount of the fees received by or owed to Crunch Care from Client.  If any waiver, exclusion or limitation of damages is not permitted by law, the parties’ liability to each other is limited to the maximum extent permitted by law.

10.  Miscellaneous

10.1 This Agreement shall be governed by and interpreted according to the laws of the State of California.  Any action or proceeding commenced regarding this Agreement shall be brought in San Diego County, California.

Provisions of this Agreement, which by their terms extend beyond the termination or non-renewal of this Agreement shall remain effective after termination or non-renewal.

This Agreement and the attached exhibits are entered into by Crunch Care and Client without reliance upon any statement, representation, promise, inducement, or agreement not expressly contained herein.  This Agreement and the attached exhibits constitute the entire agreement between Crunch Care and Client and supersede all prior oral and written agreements between Crunch Care and Client with respect to the subjects covered in this Agreement.  This Agreement shall not be amended or modified except in a mutually agreed upon writing signed by Client and an authorized representative of Crunch Care.

Client represents that it has carefully read and fully understands the scope and effect of all of the provisions of this Agreement; that it has had all such time that it desires within which to consider this Agreement; that it has had the opportunity to consult with an attorney of its own choosing and at its own expense to review this Agreement; and that it has availed itself of this opportunity to the extent, if any, that it wished to do so.

The terms of this Agreement are severable.  The invalidity or unenforceability of any provision within this Agreement shall not affect the application of any other provision, provided that the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.  Further, consistent with the purposes of this Agreement, any otherwise invalid provision may be reformed and, as reformed, enforced by any party to this Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original.  Such counterparts, when taken together, shall constitute but one agreement.

Failure or delay on the part of either party to this Agreement to exercise any right, remedy, power or privilege under this Agreement shall not operate as a waiver of any other right, remedy, power or privilege.  A waiver, to be effective, must be in writing and must be signed by the party making the waiver.  A written waiver of a default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

Neither party to this Agreement shall assign or transfer this Agreement or any interest herein without the prior written consent of the other party.

The rights and remedies provided in this Agreement shall be the sole and exclusive rights of the parties to this Agreement against one another relating to the subject matter of this Agreement.

The section captions contained in this Agreement are for convenience only and do not constitute a part of its terms and provisions.

11.  Terms of Agreement

11.1 This Agreement will be for a term of    1 (one) year    from the first date on which both parties have executed it.  The term of this Agreement shall be deemed renewed for a specified additional period of time of 1 year or more annually unless the Client gives notice to Crunch Care of an intention to cancel services at the expiration of the term due to expire, Crunch Care must give notice to the Client as provided in this section. The Agreement may be terminated by either party upon    30 (thirty) days     written notice to the other party, except that, if a party becomes insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon   72 (seventy-two) hours   written notice.

I have been told that TrustLine® is California's registry of in-home child care providers, tutors and in-home counselors who have passed a background screening. It was created by the California Legislature in 1987 and is a powerful resource for parents hiring a nanny or baby-sitter. All caregivers listed with TrustLine® have been cleared through a fingerprint check of records at the California Department of Justice. This means they have no disqualifying criminal convictions or substantiated child abuse reports in California. TrustLine® is administered by the California Department of Social Services and the non-profit Child Care Resource and Referral Network. It is endorsed by the California Academy of Pediatrics. For more information visit www.trustline.org. An employment agency is prohibited by law from placing a child care provider unless the provider is a Trustline® applicant or a registered child care provider. Parents can check if a provider is registered on TrustLine® by calling 1-800-822-8490. You'll need to provide (1) the person's full name and (2) driver's license number. 

The parties to this Agreement hereby certify, represent and warrant that they have carefully read this Agreement, that they fully understand its final and binding effect, and that they agree to all of its terms and conditions