These following terms of use (the "terms of use") constitute a legally binding agreement between You and the operator of this website, Ella Family Technologies LLC (d/b/a Ella for Parents)("Ella"). Please review the following terms and conditions concerning your use and access to this website operated by Ella. The terms apply to all users of the website, including those who are simply navigating the website, or those who register an account. By using or accessing the website, you agree to be bound by these terms.

 

If you do not agree to these terms, please do not use the website or service.  Please note that Ella for Parents™ is only operating in Austin, Texas at this time and is created for access by and use by Parents and Baby Helpers located in Austin, Texas only. 

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Notice of Arbitration Agreement and Class Action Waiver: This agreement includes a binding arbitration clause and a class action waiver, set forth below, which affect your rights about resolving any dispute with Ella. Please read it carefully. 

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1. Access and Compliance 

By accessing this website, you agree to be bound by these Terms of Service, all applicable laws and regulations and that warrant and represent that you are legally entitled to do so and are abiding by all applicable laws and regulations in the jurisdiction in which you reside. You agree that Ella may modify this agreement and such modifications shall be effective immediately upon posting. You agree to review these Terms of Service periodically to be aware of modifications. Continued access or use of the site shall be deemed conclusive evidence of your acceptance of the modified agreement.

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2. Disclaimers

a. Ella may be used to facilitate the listing and booking of postpartum help and newborn help appointments (the "Services"). We make our Services available as an online marketplace for users who list such appointments ("Baby Helpers") to connect with users who want to book such appointments ("Parents") and make arrangements directly with each other. ELLA IS NOT AN AGENCY.  We do not employ or engage Baby Helpers. Baby Helpers are not employees or independent contractors of Ella - Ella is solely a site that provides information on Baby Helpers and their availability to assist Parents. Our responsibilities are limited to providing information to facilitate the Services. 

 

b. PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO HELP BABY HELPERS AND PARENTS CONNECT AND BOOK APPOINTMENTS DIRECTLY WITH EACH OTHER (NOT VIA THE WEBSITE BUT IN SEPARATE DISCUSSIONS OFF THE WEBSITE), AND YOU AGREE THAT ELLA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY APPOINTMENT MADE THROUGH THE SERVICES OR TO ANY CARE PROVIDED BY BABY HELPERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS TERMS OF SERVICE. ELLA CANNOT AND DOES NOT CONTROL THE INFORMATION OR CONTENT CONTAINED IN ANY LISTINGS (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH CONTENT) AND THE LEGALITY, SAFETY OR SUITABILITY OF ANY APPOINTMENTS. ELLA IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND APPOINTMENTS. ACCORDINGLY, ANY APPOINTMENTS WILL BE MADE OR ACCEPTED AT A USER'S OWN RISK, AND PARENTS MUST DETERMINE FOR THEMSELVES THEIR CHOICE OF BABY HELPER(S). 

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c.  BABY HELPERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS OR FRANCHISEES OF ELLA. ELLA DOES NOT PERFORM ANY OBLIGATIONS IN CONNECTION WITH THE CARE PROVIDED BY BABY HELPERS AND DOES NOT EMPLOY BABY HELPERS TO PERFORM SUCH OBLIGATIONS. USERS, BOTH PARENTS AND BABY HELPERS, HEREBY ACKNOWLEDGE THAT ELLA DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A BABY HELPER'S APPOINTMENTS. ​

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d. Ella strongly recommends that, if any User is introduced to an individual who may be a suitable caregiver, said user should take all reasonable and sensible precautions and steps to assess such individuals. Any information gained from questionnaires or tests at the Website are based solely upon information submitted by other individuals or users of the Website and Ella make no guarantees as to its correctness, completeness, or accuracy of such user-submitted information and cannot verify or otherwise ascertain the accuracy of such user-submitted information. Users are solely responsible for undertaking steps to check or otherwise ascertain the accuracy of any user-submitted information. Each user is solely responsible for the accuracy, legality and compliance of its own material and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.

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e. Although each member/subscriber/user must agree to these Terms of Service, ELLA cannot guarantee that each member is at least the required minimum age, nor does ELLA accept responsibility or liability for any content, communication or other use or access of the Website by persons under the age of 18 in violation of the Terms of Service. It is also possible that other members/subscribers/registrants or users (including unauthorized users, or “hackers”) may post or transmit offensive or obscene materials through the Website and that you may be involuntarily exposed to such materials. It is also possible for others to obtain personal information about you via your use of the Website. These individuals may use your information for purposes other than what you intended. ELLA is not responsible for the use of any personal information that you disclose on the Website. Please carefully select the type of information that you post on the Website or release to others. ELLA DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS/SUBSCRIBERS/REGISTRANTS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE WEBSITE OR OTHERWISE.

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f. Although ELLA attempts to maintain the integrity and accuracy of the information on the Website, ELLA provides any services on an “as is” basis and makes no guarantees as to its correctness, completeness, or accuracy. The Website may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the Website by third parties without our knowledge. If you believe that information found on the Website is inaccurate or unauthorized, please inform ELLA by contacting us via information provided at the “Contact Us” link. ELLA specifically disclaims any implied warranties of merchantability or fitness for a particular purpose. Further, ELLA does not warrant that your use of the service will be secure, uninterrupted, always available or error-free, or that the service will meet your requirements or that any defects in the service will be corrected. ELLA disclaims liability for, and no warranty is made with respect to, connectivity and availability.

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g. Parents and Baby Helpers are solely responsible for their interactions with each other, and any other parties with whom such user interacts, whether online through the Website or offline; provided, however, that ELLA reserves the right, but has no obligation, to intercede in disputes. Parents and Baby Helpers agree that ELLA will not be responsible for any liability incurred as the result of such interactions. EXCEPT AS REFERENCED DIRECTLY BELOW, YOU UNDERSTAND THAT ELLA DOES NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE SCREEN OR EVALUATE USERS OF THE WEBSITE IN ANY WAY. ELLA ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. ELLA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ITS USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. ELLA RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS).

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h.  YOU ACKNOWLEDGE AND AGREE THAT ELLA IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ELLA LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. ELLA MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ELLA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SERVICES. YOU UNDERSTAND THAT ELLA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SERVICES. ELLA DOES NOT GUARANTEE OR WARRANT ANY CAREGIVER’S PERFORMANCE ON THE JOB OR OUTCOME OR QUALITY OF THE CARE PROVIDED.

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3. Background Checks

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a. By registering for and using the Website or Service as a Parent or Baby Helper, you hereby acknowledge and agree that ELLA has the right, but not the obligation, to use a third-party consumer reporting agency on an ongoing basis to use your personal information to run periodic background checks on you for the legitimate business purpose of protecting the safety and integrity of the Website and its users (“Internal Background Checks”). ELLA may order these checks when you register with the Website and thereafter in connection with your continued use of our Service and/or interaction with our Website (such as by contacting or communicating with other members, posting or updating a job or profile, etc.).

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b. These Internal Background Checks are regulated by the Fair Credit Report Act (“FCRA”), and the background reports resulting from these services are considered “consumer reports” under FCRA. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers’ compensation, driving, employment, military, civil, and educational data and reports. Please be advised that ELLA is not a consumer reporting agency as defined in the FCRA which can be found at www.ftc.gov/os/statutes/fcrajump.shtm, and any information collected or received by ELLA from its third party service providers have not been collected in whole or in part for the purpose of furnishing consumer reports, as defined in the FCRA as well as all other applicable consumer reporting laws. The information provided in the Internal Background Checks may not be reviewed or considered as a factor in (1) establishing an individual’s eligibility for personal credit or insurance or assessing risks associated with existing consumer credit obligations, (2) evaluating an individual for employment, promotion, reassignment or retention (including employment of household workers such as babysitters, cleaning personnel, nannies, contractors, and other individuals), or (3) any other personal business transaction with another individual (including, but not limited to, leasing an apartment).

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c. You understand and agree that ELLA may review the information provided by the third-party consumer reporting agency and that ELLA retains the right to deactivate your ELLA registration based on the information it receives from these checks, even if such information was subsequently dismissed. If ELLA deactivates your membership or access to the Website and/or Service on the basis of information in an Internal Background Check, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. All users acknowledge and understand that ELLA has no control over and does not assume any responsibility for the quality, accuracy, or reliability of the information provided by the third-party consumer reporting agency or contained within commercial databases maintained by third party consumer reporting agency or public records maintained and/or transmitted by federal, state or municipal government entities. Public records and commercial data systems may have errors and should not be relied upon as definitively accurate. Before relying on any data supplied, it should be independently verified. Certain criminal record data may include records that have been expunged, sealed, or otherwise inaccessible to the public since the date on which the data or record was last updated or collected.

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d. BY AGREEING TO THESE TERMS AND USING OUR WEBSITE, YOU AGREE TO ALLOW ELLA TO PERFORM THESE INTERNAL BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE ELLA. NO FURTHER CONSENT FROM YOU IS REQUIRED FOR THESE CHECKS TO BE PERFORMED. You expressly acknowledge that ELLA has no obligation to perform Background Checks, on any registered users. To the extent ELLA performs such checks on certain registered users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Website and the Service. Moreover, you hereby represent, understand and expressly agree that those checks are completed by a third-party consumer reporting agency (not ELLA), that the specific records searched, and the comprehensiveness of the search, varies by the type of Background Check ordered as well as the state and county where the check is performed, and that the checks are not always accurate or a complete compilation of a person’s criminal history.

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e. If you decide to access, use, or share information provided by an Internal Background Check, you agree to do so in accordance with applicable law. Additionally, if such verification is included, promoted, or otherwise displayed on any user profile or in any such manner on the Website or Service, you hereby acknowledge that any such claim is not warranted by ELLA and is solely the result of information provided by a third-party source.

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f. YOU ALSO AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS ELLA FROM ANY LOSS, LIABILITY, INJURY, DEATH, DAMAGE, OR COSTS THAT MAY RESULT FROM YOUR USE OF, RELIANCE ON, OR SHARING OF THE INFORMATION CONTAINED IN AN INTERNAL BACKGROUND CHECK OR ANY USE OF, RELIANCE ON, OR SHARING OF ANY SUCH INDICATION OR VERIFICATION FOR ANY USER ON THE WEBSITE OR SERVICE, REGARDLESS OF THE CAUSE, INCLUDING, WITHOUT LIMITATION, DUE TO THE INACCURACY OR INCOMPLETENESS OF ANY SUCH INFORMATION.

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4. USE OF THE WEBSITE

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a. By using or accessing the Website, you agree to the following:

(1) The information posted in any profile you create, including your photograph, is posted by you and that you are the exclusive author of your profile and the exclusive owner of your photographs. You assign to ELLA, with full title guarantee, all copyright in your profile, any photographs posted by you, and any additional information sent to ELLA at any time in connection with your use of the Website. You waive absolutely any and all moral rights to be identified as author of your profile and owner of your photograph and any similar rights in any jurisdiction in the world. By posting information, photographs or content on any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to ELLA free of charge, an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide license to use, copy, perform, display, promote, publish and distribute such information, content and photographs and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. You understand and agree that ELLA, in its sole discretion, reserves the exclusive right to terminate your access and/or deactivate your account if it finds any information you have provided to be inaccurate, unlawful, deceptive, or inconsistent with these Terms of Service.

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(2) You will use the Website in a manner consistent with any and all applicable laws and regulations. You will not engage in advertising to, or solicitation of, other members to buy or sell any products or services through the Website. You will not transmit any chain letters or junk email to other members. You are solely responsible for your interactions with other users of the Website. ELLA reserves the right, but has no obligation, to monitor and/or mediate disputes between you and other users of the Website.

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(3) You are solely responsible for the content or information you post, publish or display on the Website, or transmit to other users. You shall not post on the Website, or transmit to other users or to ELLA or its employees, agents or representatives, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not include in your profile any offensive language, including but not limited to offensive anatomical or sexual references, or offensive sexually suggestive or connotative language, and you will not post any photos containing nudity or personal information. ELLA reserves the right, but has no obligation, to reject any profile or photo that does not comply with the prohibitions set forth in this section. ELLA reserves the right to refuse service to anyone, at our sole discretion.

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(4) By becoming a Member/Subscriber/Registrant, you agree to accept and consent to receiving email communications initiated from ELLA or through ELLA including, without limitation: message notification emails and emails informing you about events, emails informing you of changes to the Website and emails informing you of promotions that either ELLA provides or that are being provided by third parties. If you choose to respond to promotions that are provided by third parties and, in the course of doing so, disclose information to any external service providers, and/or grant them permission to collect information about you, then their use of your information is governed by their private policies. Should you not wish to receive any of ELLA’s email communications, please do not register/subscribe to the Website. However, you may opt-out of receiving email communications sent from ELLA or through ELLA.

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(5) You agree that ELLA has no responsibility or liability for the deletion, corruption or failure to store any messages or other content maintained or transmitted by the Website. You acknowledge that features, parameters or other services ELLA provides may change at any time. You acknowledge that ELLA reserves the right to sign out, terminate, delete or remove your account from the Website if it is inactive. “Inactive” indicates you have not signed in to the Website for a particular period of time, as determined by ELLA in its sole discretion. ELLA may, but is not obligated to, investigate and terminate your membership/subscription/registration if you have misused the Website, or behaved in a way which could be regarded as inappropriate, unlawful or illegal. The following is a partial, but not exhaustive, list of the types of actions that are illegal or prohibited under the Terms of Use:

• Harassing, abusing or otherwise inappropriately contacting any other user of the Website;

• Collecting information about the Website or any users of the Website without our written consent;

• Modifying, framing, rendering (or re-rendering), mirroring, truncating, injecting, filtering or changing any content or information contained in the Website, without our written consent;

• Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Website or any portion thereof;

• Accessing or using the site for commercial purposes;

• Disguising the origin of information transmitted to, from, or through the Website.

• Impersonating another person;

• Distributing viruses or other harmful computer code;

• Allowing any other person or entity to impersonate you to access or use the Website;

• Using the Website for any purpose in violation of local, state, national, international laws;

• Using the Website in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others;

• Posting, distributing or reproducing in any way, any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;

• Removing any copyright, trademark or other proprietary rights notices contained in the Website or forging headers or otherwise manipulating identifiers in order to disguise the origin of any information transmitted through the Website;

• Circumventing any measures implemented by ELLA aimed at preventing violations of the Terms of Service.

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ELLA expressly reserves the right, in its sole discretion, to terminate a user’s access to any interactive services and/or to any or all other areas of the Website due to any act that would constitute a violation of these Terms of Service.

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(6) Any personal information you submit to the Website is governed by the Privacy Policy. This Privacy Policy encompasses any and all information you may provide to the site either for purposes of submitting an order or to receive further information, updates and promotions about or related to the Website.

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(7) You are eligible to use this Website if you are the age of 18 or older. You are ineligible to use this Website or its Services if your membership/subscription/registration has been suspended by ELLA or you are under the age of 18. By becoming a Member/Subscriber/Registered User of the Website, you represent and warrant that you have the right, authority and capacity to use the Website and to abide by the Terms of Service. Your membership/subscription/registration with the Website is for your sole, personal use. You may not authorize others to use your membership/subscription/registration and you may not assign or otherwise transfer your account to any other person or entity.

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(8) In the event a Baby Helper cancels a booking within two (2) hours prior to the start of each booking, or after the booking has already begun, three times in a given year, the Baby Helper agrees that ELLA has the right, at its sole discretion, to immediately suspend, terminate, or deactivate the Baby Helper’s use of the Website and Service.

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(9) If ELLA finds that you violated any terms herein, ELLA reserves the right, at its sole discretion, to immediately deactivate your use of the Website and Services. By using the Website and/or Services, you agree that ELLA may assess, and you will be obligated to pay, $1,000 per each day that you: (i) maintain Parent or Baby Helper information (including but not limited to, names, addresses, phone numbers, or email addresses) or copyrighted material that you scraped (either directly or indirectly in a manual or automatic manner) from the Website, or (ii) otherwise misuse or misappropriate Website Content, including but not limited to, use on a third-party site. This obligation shall be in addition to any other rights ELLA may have under these Terms or applicable law. Further, in order to protect the integrity of the Website and the Service, ELLA reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website.

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DMCA Statement

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Owners of copyrights or their agents that believe any content on this Website infringes upon said copyrights will submit a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to ELLA immediately upon discovery. If you wish to file a takedown request via e-mail, please provide the following information as outlined by the DMCA to the contact information below.

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• The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.

• A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.

• Identification of the location where the original or an authorized copy of the copyrighted work exists.

• Identification of the URL or other specific location on this Website where the material that you claim is infringing is located; you must include enough information to allow us to locate the material.

• Your name, address, telephone number, and email address so that we may contact you.

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Any notices given pursuant to the DMCA shall be given to the designated agent of the Website at customersupport@ellaforparents.com or via registered, United States mail sent return receipt to:

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Ella Family Technologies LLC

Attn: DMCA Compliance Agent

support@ellaforparents.com

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9. Limitation of Liability

ELLA DOES NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE SCREEN USERS OF THE WEBSITE IN ANY WAY. IN NO EVENT WILL ELLA BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ELLA OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ELLA FOR USE OF THE WEBSITE DURING THE TERM OF YOUR MEMBERSHIP/SUBSCRIPTION. ELLA WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF THE USE OF THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF YOUR COMMUNICATIONS WITH AND/OR INTERACTIONS WITH ANY OTHER USER OF THE WEBSITE, OR ANY INDIVIDUAL YOU ARE INTRODUCED TO VIA THE WEBSITE. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF USER’S BREACH, OR RELATED TO ITS INDEMNITY OBLIGATIONS. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED “INDEMNIFICATION”.

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COVID-19 Safety Measures. Without limiting the requirements and responsibilities set forth above, all recipients acknowledge and agree that the obligations under these Terms include a user’s responsibility for taking all appropriate health, safety and hygiene measures to protect yourself and any users with whom you interact from the spread or potential spread of infectious diseases or conditions, or any other unhealthy, unsafe, or unsanitary conditions. ELLA advises its Users to share and confirm COVID-19 vaccination status with each other. ELLA suggests that Users share their vaccination card information to confirm such vaccination status.  However, ELLA cannot, and does not, guarantee any services or conditions or take any responsibility or liability for (a) a user’s failure to provide safe, healthy, and sanitary services or accommodations for the services, (b) unsafe, unhealthy, or unsanitary conditions, or (c) any spread or potential spread of infectious diseases or conditions or any other unhealthy, unsafe, or unsanitary conditions resulting from use of the Services in any manner.

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10. Assumption of Risk

You assume all risks when using the Website and Services, including but not limited to all risks associated with interacting with Users of the Website whether it be online or offline, including any risks associated with permitting your child or children to drive in an automobile with Baby Helpers. ELLA assumes no liability related to any transportation provided by Baby Helpers and ELLA does not control the condition, legality, safety, or suitability of any transportation provided by Baby Helpers, regardless of whether the automobile or motor vehicle is owned by you. You agree to take all necessary precautions when interacting with other Users of the Website, whether it be online or offline, including satisfying yourself with any Baby Helper’s credentials, drivers records, insurance policies, employment history, and/or permits sufficient to protect your child. ELLA is not an owner or operator of automobiles or other transportation vehicles and does not own, resell, sell, furnish, provide, rent, re-rent, manage, or control any vehicles or transportation or travel services. ELLA’s services are limited to facilitating the availability of the Services.

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11. Indemnification

You agree to indemnify, defend and hold harmless ELLA its officers, directors, employees, agents, licensors, suppliers and any third party information providers from and against all losses, expenses, damages and costs, including, but not limited to all attorneys’ fees charged to ELLA, arising out of or relating to your material; your use of, or inability to use, the Website; any violation of these Terms of Service by you or any other person accessing the Website on your behalf; your violation of any rights of another party, including any users; your interactions with other users; and your violation of any applicable laws, rules or regulations. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

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12. Release

If you have a dispute with one or more of the other users of the Website, you release ELLA (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

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13. Conflicts

Shall a conflict or contradiction exist between these Terms and any others which relate specifically to a particular section of the Website, the specific terms relevant that section shall prevail.

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14. Severability

Any provision of this agreement found to be unenforceable will not void nor effect other provisions of the agreement.

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15. Resolution of Disputes – Mandatory Arbitration and Class Action Waiver

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with ELLA or the use of this Website. Please read this section carefully. Our Customer Service Department, which you can reach at customersupport@ellaforparents.com, can help you resolve most of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.

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Step 1. Notice of Dispute

You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a “Notice of Dispute” with any supporting documents or other information via email to: support@ellaforparents.com.

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A “Notice of Dispute” is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us. Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below.

You agree that the term “Dispute” in these Terms of Use will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website, the Services, the Terms of Service (or any breach thereof) – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.

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Step 2: Arbitration

If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us. As we explain below, you and we may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.

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By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all Disputes.

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To read more about arbitration, visit www.adr.org. The American Arbitration Association (“AAA”) will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules here https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&. You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820. The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send to the administrator of your arbitration or us. If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by you and us, by telephone, or in person.

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Class Action Waiver

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

 

Costs

If you initiate an arbitration with the AAA, we will promptly reimburse you for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys’ fees and costs, subject to the arbitrator’s determination and applicable law.

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Small Claims Option

You may also litigate any Dispute in Small Claims Court in the County of Austin, Texas, if the Dispute meets all requirements to be heard in the small claims court. However, if you initiate a Small Claims case, you are responsible for all of your court costs.

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Choice of Law and Forum Selection

You agree that the laws of the State of Texas govern this agreement and any claim or Dispute or issues arising from it, without regard to Texas’s conflict of laws rules.

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Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in Travis County in the State of Texas and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

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Governing Law & Exclusive Venue

Use of the Website and any claim relating to ELLA shall be governed by the laws of the State of Texas and litigated in the State of Texas. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Service or the Website shall be subject to the exclusive jurisdiction of the state and federal courts located in Texas. The choice of law of and exclusive venue in Texas apply to you regardless of where you are accessing the Website from, even if you are accessing the Website from outside of the United States of America.

 

The Terms of Service, together with any agreements or understandings presented upon registration or booking, represent the parties’ entire understanding relating to the use of the Website and supersedes any prior or contemporaneous, conflicting or additional, communications. ELLA reserves the right to change these Terms of Service or policies relating to the Services at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current Terms of Service because they are binding on you. Certain provisions of these Terms of Service may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Your continued use of the Services after any such changes and/or postings shall constitute your consent to such changes. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

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You may not assign these Terms of Service without the prior written approval of ELLA. Any purported assignment in violation of this section shall be void. ELLA reserves the right to use Third Party Providers in the provision of the Services and/or the goods, service and/or materials associated therewith. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by ELLA.

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If you have any questions regarding these terms or wish to contact us for any matter: support@ellaforparents.com.