Swaddle Master Service Agreement

Last updated on January 31st, 2025. 

Thank you for choosing Swaddle! Please note that if you (“you” or the “Client”) are a Canadian resident or requesting Services (as defined below) to be performed in Canada, “Swaddle” or “Company” hereunder shall refer to Swaddle Inc., and if you are a resident of the United States of America (the “US”) or requesting Services to be performed in the US, “Swaddle” or “Company” hereunder shall refer to Swaddle LLC. 

This Swaddle Master Service Agreement, together with any and all related booking requests completed by you (the “Agreement”), is a binding contract between you and the Company. By proceeding to request the Company’s Services and checking the box hereunder, you accept this Agreement in its entirety.

You represent and warrant that you are an individual of legal age to form a binding contract. All terms and conditions previously agreed between the parties, either in writing or orally, will be replaced by this Agreement. 

1. NATURE AND TERM OF SERVICES

1.1 Nature of Services:  Swaddle shall source, place, schedule, pay and coordinate childcare service providers (“Swaddlers”), (collectively, the “Services”) who will perform work based on your specifications and requests as submitted via the Swaddle Mobile App (“Swaddle App”).

1.2 Term: This Agreement shall continue until terminated by either Party (the “Term”).  

1.3 Independent Contractor: Nothing contained in this Agreement shall be construed as creating a relationship between Swaddle and/or a Swaddler and you other than that of independent contractor. Swaddle shall not be deemed a partner, employee, joint venturer or agent of the Client or of any affiliate of Client, and Swaddle shall have no right, power or authority to act in any way in the name of Client. Neither party shall represent to third parties that it is authorized or entitled to, execute or agree on behalf of the other party or bind the other party to any agreement (whether oral or written), instrument or document of any kind whatsoever. 

1.4 Legal Guardian Status: You represent and warrant that you shall not request any Services or otherwise use the Swaddle App for any children unless you are their legal guardian, as defined in the laws applicable to you.

2. ACCOUNT 

2.1 Account: In order to benefit from any of the Services, you must create an account on the Swaddle App and complete a family profile listing all children that may be subject to a Booking, as defined hereinbelow. You will need to provide certain personal information for you and your children as requested by Swaddle as needed to provide the Services, including names, dates of birth, photo IDs, addresses, etc. 

You will also need to provide your social insurance number (“SIN”) or social security number (“SSN”), as applicable, if you need to claim certain childcare expense tax benefits in connection with the Services. Notwithstanding the foregoing, Swaddle does not warrant or guarantee any childcare expense tax benefits eligibility for the Services. 

2.2 Age Restriction: Swaddle accounts should only be created and used by those 18 years of age or older.  

2.3 ID Verification: You will be subject to identity verification through a third-party service provider used by Swaddle to verify your identity and activate your account, which may be subject to a non-refundable fee payable by you. You hereby consent to the identity verification and acknowledge and accept that you will not be able to use the Swaddle App or the Services without successfully undergoing identity verification. 

2.4 Data Protection and Privacy: You agree that Swaddle may use and maintain the personal information provided by you and share such personal information with the appropriate Swaddlers and third-party service providers in accordance with Swaddle’s Privacy Policy and Terms of Use, accessible https://swaddle.info/privacy-policy/ and  https://swaddle.info/terms-of-use/. 

3. BOOKING

3.1 Bookings: All bookings for the Services (each, a “Booking”) shall be made via the Swaddle App.  You shall provide all details requested by the Swaddle App regarding your Booking. The Booking process varies by the type of service requested, which will be shown on the Swaddle App during the Booking:

a) Booking Process A: 

  • Once the details of a Booking have been submitted, the Swaddle App shall suggest a number of Swaddler matches that you can request based on the details that you have provided.
  • The first of the proposed Swaddlers to accept your request shall be assigned to the Booking.
  • All Bookings must be made for a minimum of two (2) consecutive hours and can be booked up to sixty (60) days in advance.
  • You must proceed with payment through the Swaddle App to confirm the Booking.

b) Booking Process B:

  • Once the details of a Booking have been submitted, you will be informed of a timeline, by the end of which you will receive a number of Swaddler matches.
  • Once the timeline has elapsed or a minimum of four (4) Swaddlers have indicated that they would like to accept the Booking, you shall be provided with the finalized list of available options.
  • You may then choose one (1) Swaddler from the finalized list of available options. 
  • All Bookings must be made for a minimum of two (2) consecutive hours and can be booked up to sixty (60) days in advance.
  • You must proceed with payment through the Swaddle App to confirm the Booking.

c) Booking Process C:

  • You can view a schedule for the upcoming fourteen (14) days, which includes the specific Swaddlers available to work each night.
  • You may book as many nights as desired. 
  • Payment must be processed through the Swaddle App one night at a time and is required to confirm and reserve your Booking. 

d) Booking Process D:

  • For non-standard custom requests, you may submit the details of the requested booking in the text box provided in the Swaddle App. 
  • Once Swaddle receives your custom request, it will review your request and send you an e-mail indicating the next steps regarding your request. 

3.2 Meet and Greet Call: Before paying for a Booking, you may be presented with the option to book a fifteen (15) minute online video call with the selected Swaddler in order to ensure they are the right fit for your Booking (“Meet and Greet Call”). All Meet and Greet Calls shall be made using a third-party application selected by Swaddle. 

The Meet and Greet Calls will be recorded for training and quality control verification purposes. By requesting and attending a Meet and Greet Call, you consent to Swaddle recording, viewing, storing and using such recording for training and quality control verification purposes.

3.3 No Guarantee: You acknowledge and agree that execution of this Agreement does not guarantee any Booking with any Swaddler or any recurring or continued Booking with one or more Swaddlers. 

3.4 Activities: You shall ensure that each of the children subject to a Booking is suitable and properly equipped for all activities chosen in the Booking request. A Swaddler may refuse to proceed with an activity if a child does not have the necessary equipment or if the Swaddler reasonably determines that the activity is unfit for the child. 

3.5 Instructions and Training: Swaddlers are all CPR-certified or in the process of becoming CPR-certified. Swaddle does not provide specific training to Swaddlers, nor does Swaddle verify any certificates or credentials other than the CPR certification. You shall be solely responsible for giving Swaddlers clear and specific instructions and for verifying that Swaddlers possess the necessary qualifications to perform the services requested.

3.6 Push Notification, SMS Messages and Email: With your consent, Swaddle may send you push notifications via the Swaddle App and SMS text messages and/or emails related to your Bookings and your account. Swaddle may also send you marketing text messages to keep you up to date on its activities to the extent you have provided your consent. Text messages, push notifications and e-mails shall be sent in accordance with Swaddle’s Privacy Policy.  

4. COMPENSATION 

4.1 Fees: In consideration for the Services rendered pursuant to this Agreement, and in further consideration for the confidentiality obligations described hereinbelow, you shall pay Swaddle the fees quoted in the Swaddle App during each individual booking process (the “Fees”). The Fees shall be composed of the Swaddler’s hourly rate (“Swaddler’s Fee”), which shall vary depending on the Swaddler, and a service fee for using the Services (“Service Fee”), plus any expenses and applicable taxes. A Booking shall not be considered confirmed until payment has been made in full. 

4.2 Expenses: In addition to the Fees, Swaddle may charge you for expenses incurred by a Swaddler in connection with the performance of certain Services. Expenses shall include, but not be limited to, activity fees and travel and accommodation expenses for travel outside of Montreal, Toronto, Florida, as applicable, and their respective surrounding areas. 

4.3 Payment: Payment shall be made by credit card through the Swaddle App at the time of confirming a Booking. An additional 2.9% processing fee is applied to the total amount (including taxes) for all Bookings paid for by credit card to cover the applicable payment processing platform’s fees to the extent permitted by applicable laws and regulations. 

If Client provides Company with their credit card information for payment to be saved on file in association with the Client’s account, Client hereby authorizes Company to automatically charge the credit card on file for all outstanding invoices and amounts payable, as well as payments for repeat and recurring Bookings where applicable. 

5. CANCELLATION OR CHANGES TO BOOKINGS

5.1 Cancellation by Client: You may cancel a Booking at any time before it begins through the Swaddle App. All cancellations must be done through the Swaddle App and not through any admin communication contact or with any Swaddler directly. 

If you cancel a Booking:

  1. more than twelve (12) hours before its scheduled start time, you shall receive a full refund of the Swaddler’s Fee paid for the Booking. The refund will be issued to you using the method of payment you used for the Booking;
  1. less than twelve (12) hours but more than six (6) hours before its scheduled start time, a credit corresponding to fifty percent (50%) of the Swaddler’s Fee you paid for the Booking shall be issued to your account to be used for future Bookings;
  1. less than six (6) hours before its scheduled start time, no refund nor credit shall be issued to you. 

5.2 Cancellation by Swaddle: Should the Swaddler or Company have to cancel a Booking, Company shall use reasonable efforts to propose a replacement Swaddler to cover the Booking. Should a replacement Swaddler not be found in time or if the replacement Swaddler is not accepted by the Client acting reasonably, the Client shall be eligible to receive a full refund to their credit card or a credit in an amount equal to the Swaddler’s Fee for the Booking. Should the Swaddler be more than thirty (30) minutes late for a Booking, the Client’s account shall be credited an amount proportional to the delay based on the Swaddler’s hourly rate. 

5.3 Non-refundable Fees: In the event of any cancellation for any reason after a Booking is confirmed, as Company has rendered its Services by sourcing the Swaddler and coordinating the Booking, the applicable Service Fee shall not be refunded. Company also reserves the right to claim damages and losses from Client if the Company suffers prejudice due to a cancellation by the Client, including but not limited to by retaining a portion or all of the Swaddler’s Fee paid for a cancelled Booking in accordance with Section 5.1. 

5.4 Shortening the Booking: Should the Client wish to end the Booking less than thirty (30) minutes prior to the scheduled Booking end time, no Fees will be refunded and no credit will be applied. Should the Client wish to end the Booking more than thirty (30) minutes prior to the Booking end time, the Client’s account shall be credited as follows: 

  • 30 – 44 minutes early = 30 minutes of credit
  • 45 – 59 minutes early = 45 minutes of credit
  • 1 hour–1 hour 14 minutes early = 1 hour of credit
  • 1 hour 15 minutes–1 hour 29 minutes early= 1 hour 15 minutes of credit
  • Etc. 

As the minimum booking length is two (2) hours, no credits shall apply if the unused time results in the booking lasting less than two (2) hours.  

5.5 Extending the Booking:  Should the Client wish to or need to extend the Booking beyond the scheduled Booking end time by more than five minutes, the Client shall be charged an amount proportional to the extra time beyond the scheduled Booking end time based on the Swaddler’s hourly rate on a per-minute basis. The Client shall also be charged an additional Service Fee equal to thirty percent (30%) of the additional Swaddler’s Fee for the extended time.  

6. CLIENT CONDUCT

6.1 Client Conduct: You agree to not subject any Swaddlers or Swaddle employees to any form of discrimination, harassment, sexual harassment, intimidation, threats and acts of violence. More specifically, but without limitation, the following shall be considered unacceptable conduct:

  1. Behaviour that is hostile in nature or intends to degrade an individual based on personal attributes, including age, race, nationality, disability, family status, religion, gender, sexual orientation, gender identity, gender expression, or any other protected ground under human rights legislation; 
  2. Sexual solicitation or advances where the person making the solicitation or advance knows or ought reasonably to know that it is unwelcome;
  3. Displaying or sharing explicit, pornographic or violent pictures or materials; 
  4. Reprisal or a threat of reprisal for the rejection of a sexual solicitation or advance; 
  5. Unwelcome remarks, jokes, innuendos, propositions, or taunting about a person’s body, attire, sex or sexual orientation or religion;
  6. Any threats or acts of violence;
  7. Any requests or demands to participate in any form of criminal or illegal activity.

6.2 Consequences: In the event you subject a Swaddler or a Swaddle employee to any unacceptable conduct, actions that may be taken at the discretion of Swaddle include but are not limited to:

  1. Issuing a verbal or written warning; 
  1. Immediate cancellation of Booking without a refund;
  1. Terminating this Agreement immediately without prior notice or penalty and blocking access to the Swaddle App; and/or
  1. Referring the matter to the appropriate authorities where a criminal offence may have been threatened or committed.

7. CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS

7.1 Definition of Confidential Information: Within the scope of this Agreement, a Party (the “Disclosing Party”) may disclose its Confidential Information to the other Party (the “Receiving Party”). For the purposes of this Agreement, the term “Confidential Information” shall include, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, patents, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models, manuals, financial data, lists of actual or potential clients or suppliers of the Disclosing Party, client files, and any information regarding the Disclosing Party’s marketing, sales or dealer network, which is not generally known to the public through legitimate origins. Receiving Party acknowledges and agrees that such Confidential Information is extremely valuable to the Disclosing Party. In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the Receiving Party’s breach of this Agreement), that part of the Confidential Information shall no longer be deemed Confidential Information for the purposes of this Agreement, but the Parties shall continue to be bound by the terms of this Agreement as to all other Confidential Information. 

7.2 Exclusions: Confidential Information shall not include information that: (i) is available to, or becomes available to the public without the disclosure by the Receiving Party in breach of this Agreement; (ii) became known or possessed by the Receiving Party prior to the Disclosing Party’s disclosure of such information; (iii) became or becomes known to the Receiving Party from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be bound by any obligation of confidentiality to the Disclosing Party with respect to such information; or (iv) was or is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party. 

7.3 Non-Disclosure of Confidential Information: Unless otherwise required by law or expressly authorized in writing by the Disclosing Party, the Receiving Party shall not, at any time during or after the Term, directly or indirectly, in any capacity whatsoever, except in connection with Services provided hereunder, divulge, disclose or communicate to any person, moral or physical, entity, firm or any other third party, or utilize for the Receiving Party’s personal benefit or for the benefit of any third parties, including but not limited to any competitor of the Disclosing Party, any Confidential Information of the Disclosing Party. 

7.4 Delivery Upon Termination: Confidential Information and all embodiments thereof (including any reproduction) shall remain the sole property of the Disclosing Party, and immediately upon request to this effect or immediately upon termination of this Agreement for any reason, the Receiving Party shall promptly deliver to the Disclosing Party all Confidential Information.

7.5 Confidentiality Obligations of Swaddlers: Swaddlers are encouraged not to share any information about Clients. However, you shall be solely responsible for informing the Swaddlers of their confidentiality obligations, ensuring the Swaddlers’ compliance thereof, and executing non-disclosure agreements with the Swaddlers if desired.  

7.6 Non-Solicitation: During the Term, and for a period of one (1) year after the termination or expiration of this Agreement, you shall not, on your own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee) solicit or assist any third party to solicit any employees of Swaddle or its affiliates to become your officer, director, employee or agent, if applicable, or of any such third party.

7.7. Non-Circumvention: During the Term and for a period of one (1) year following the termination of this Agreement, you shall not, on your own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee) seek to circumvent Company or conduct direct dealings with any Swaddlers introduced, sourced and/or placed by Company, including but not limited to, communicating with any Swaddler outside a scheduled Booking using any mode of communication other than the Swaddle App, referring a Swaddler to a third party outside of the Swaddle App, and the conclusion of any contracts of employment or independent contractor, without the specific prior written authorization of Company. 

7.8 Covenant of Non-Disparagement: During the Term and following the termination of this Agreement, you shall not, on your own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee), make any statements, or take any other actions whatsoever, online or offline, to defame, slander, disparage, or otherwise call into disrepute Swaddle or Swaddle’s business, Swaddlers, clients, subsidiaries, affiliates, successors, assigns, officers, key employees or directors.   

7.9 Other Remedies:  In the event that either party breaches any of the terms contained in this Article 7, the parties stipulate that said breach will result in immediate and irreparable harm to the business and goodwill of the other Party and that damages, if any, and remedies at law for such breach would be inadequate. In addition to any and all such remedies available to the non-breaching party, the non-breaching party shall, therefore, be entitled to apply for and receive from any court of competent jurisdiction an injunction to restrain any violation of this Agreement and for such further relief as the court may deem just and proper. Swaddlers are not and shall not be considered Related Parties.

7.10 Continuing Obligations:  The obligations, duties and liabilities of the parties pursuant to Article 7 of this Agreement are continuing, absolute and unconditional and shall remain in full force and effect as provided therein despite any termination of this Agreement for any reason whatsoever. 

8. TERMINATION 

8.1 Termination of this Agreement Without Cause:  You may terminate this Agreement without cause at any time. You shall pay Swaddle all Fees earned prior to the termination. 

8.2 Termination For Cause: In the event of a material breach by either party under this Agreement, the Agreement may be terminated by the non-breaching party in writing without prior notice or penalty. You shall pay Swaddle all Fees earned prior to the termination.  

8.3 Suspension: Swaddle may suspend or stop providing Services to you and instruct all applicable Swaddlers to suspend work at any time without any prior advance notice if an amount is not paid when due.  

9. INDEMNIFICATION

9.1 General Indemnification: You agree to defend, indemnify and hold harmless Swaddle and its Related Parties from and against any and all claims, actions, damages, or other liabilities (including reasonable attorneys’ fees, court costs and other costs of defence) caused by or arising from (i)  any act, error, or omission by you or your agents or representatives; (iii) any breach or alleged breach by you or your agents or representatives of any representations, warranties or covenants made by you in this Agreement; (iv) your misconduct or negligence (or misconduct or negligence of your agents or representatives). Swaddle’s “Related Parties” shall include its affiliates and the respective officers, directors, owners, agents, licensors and licensees of Swaddle and its affiliates. 

9.2 Limitation of Liability:  To the extent permitted by law, in no event shall Swaddle or any of its Related Parties be liable to you or any other person for any indirect, incidental, special, consequential, or punitive damages or claims for loss of business or profits, damage to reputation or otherwise under contract, tort or other legal or equitable theory, unless such loss, damage or injury results directly from the negligence or active, passive, intentional or other act of Swaddle or any of its Related Parties. 

To the extent permitted by law, Swaddle’s total liability arising out of any claim relating to this Agreement (including but without limitation tort claims) shall not exceed one hundred percent (100%) of the total Fees paid by you to Swaddle hereunder in the immediately preceding three (3) months, unless such loss, damage or injury results directly from the negligence or active, passive, intentional or other act of Swaddle or any of its Related Parties.

Swaddle is not the employer of the Swaddlers, and the Swaddlers are not Swaddle’s employees, agents or representatives. To the extent permitted by law, Swaddle shall not be held liable for any loss, expense, damage, delay, costs or compensation (whether direct or indirect) of you which arises from or relates in any way to the actions, inactions, omissions and/or negligence of any Swaddlers, including but not limited any such loss, expense, damage, delay or costs which are a result of the unsuccessful sourcing or placement of a Swaddler or any Swaddler who is subsequently deemed unsuitable for the role/purpose for which the Swaddler was placed. 

10. MISCELLANEOUS

10.1 Assignment: Except as provided in this Section, Client and Company acknowledge and agree that the covenants, terms and provisions contained in this Agreement and the rights of the Parties hereunder cannot be transferred, sold, assigned, pledged, or hypothecated without the other Party’s prior written consent; provided, however, that Company may assign its rights hereunder to a direct or indirect subsidiary, or an affiliated company of Company without the consent of the Client.

10.2 Capacity:  Each Party hereby represents and warrants that, in entering into this Agreement, it is not in violation of any contract or agreement, whether written or oral, with any other person, moral or physical, firm, partnership, corporation or any other entity to which it is a party or by which it is bound and will not violate or interfere with the rights of any other person, firm, partnership, corporation or other entity.

10.3 Entire Agreement:  This Agreement contains the entire agreement between the Parties and shall not be modified except in writing by the Parties hereto. Furthermore, the Parties hereto specifically agree that all prior agreements, whether written or oral, relating to the Services to Client shall be of no further force or effect from and after the date hereof.

10.4 Severability: If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severable from this Agreement, but will not affect any other provisions of this Agreement, which otherwise shall remain in full force and effect. If any restriction or limitation in this Agreement is deemed to be unreasonable, onerous and unduly restrictive by a court of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall remain effective to the maximum extent permissible within reasonable bounds.

10.5 Waiver:  The waiver by Company or the Client of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof.

10.6 Governing Law:  This Agreement shall be governed in accordance with the laws of the Province of Quebec, Canada, without regard to conflict of law principles thereunder. 

One or more of the following may not apply to you if prohibited under the applicable laws and regulations of your jurisdiction. To the maximum extent permitted by applicable laws and regulations:

  1. You and Swaddle each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Swaddle relating to this Agreement. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.
  1. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the rules of the Canadian Arbitration Association (“CAA Rules“) by one arbitrator appointed in accordance with such Rules. The arbitration shall take place in Montreal, Canada, in the English language, and the arbitral decision may be enforced in any court. 
  2. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

10.7 Language:  The Parties have required that this Agreement and all documents or notices related thereto be in the English language. Les parties ont exigé que le présent accord et tous les documents ou avis s’y rapportant soient rédigés en anglais.