Indemnification Agreement

1. Purpose

This Indemnification Agreement (“Agreement”) sets out the mutual indemnification obligations among NannyAndNuzzle, Inc. (“Company”), service providers (“Providers”), and customers (“Customers”) of the NannyAndNuzzle platform. It supplements the indemnification clauses in the Terms of Service, the Master Services Agreement, and the Service Provider Agreement.

2. Definitions

• Indemnitee: the party entitled to be defended and held harmless.
• Indemnitor: the party providing the defense, indemnification, and hold-harmless protection.
• Losses: claims, suits, demands, damages, settlements, judgments, fines, penalties, costs, and reasonable attorneys’ fees.

3. Indemnification by Providers

Each Provider shall defend, indemnify, and hold harmless the Company, its parents, subsidiaries, affiliates, officers, directors, employees, agents, contractors, licensors, and successors (the “Company Indemnitees”) from and against any and all Losses arising out of or related to:

• The acts, errors, omissions, or negligence of Provider, its employees, subcontractors, or agents while performing services
• Any bodily injury, death, or property damage caused or alleged to be caused by Provider
• Provider’s breach of the MSA, Service Provider Agreement, Code of Conduct, NDA, or any other Platform policy
• Provider’s violation of any law, including labor, tax, licensing, health, safety, or anti-discrimination laws
• Misclassification claims brought by Provider or any worker engaged by Provider asserting employee status against the Company
• Any claim that Provider’s content (photos, descriptions, profile) infringes a third-party right
• Provider’s failure to maintain required insurance, certifications, or licenses

4. Indemnification by Customers

Each Customer shall defend, indemnify, and hold harmless the Company Indemnitees from and against any Losses arising out of or related to:

• Customer’s acts or omissions causing injury to a Provider, the Provider’s equipment, or third parties present
• Inaccurate or misleading information furnished by Customer (e.g., undisclosed pet aggression, undisclosed hazards on the premises)
• Customer’s breach of the Terms of Service, EULA, Acceptable Use Policy, or any other Platform policy
• Customer’s violation of any law
• Any claim by a Provider that Customer harassed, assaulted, defamed, or retaliated against the Provider

5. Company Indemnification of Users

The Company shall defend, indemnify, and hold harmless Customers and Providers (the “User Indemnitees”) from any Losses arising out of a third-party claim alleging that the Platform itself (excluding User Content and Provider services) infringes a U.S. patent, copyright, or trademark issued or registered as of the date of booking. This obligation is the User’s sole and exclusive remedy for any IP claim related to the Platform.

The Company has no obligation to indemnify a User where the claim arises from: (a) the User’s combination of the Platform with anything not supplied by the Company; (b) modification of the Platform by the User; (c) use of the Platform in violation of these terms or applicable law; or (d) User Content or services rendered by a Provider.

6. Process & Conditions

As a condition to the Indemnitor’s obligations, the Indemnitee shall: (a) provide prompt written notice of the claim; (b) tender sole control of the defense and settlement to the Indemnitor (subject to the Indemnitee’s right to participate at its own expense with counsel of its choosing); and (c) provide reasonable cooperation in the investigation and defense. The Indemnitor shall not settle any claim in a manner that imposes material non-monetary obligations on the Indemnitee or requires an admission of liability without the Indemnitee’s prior written consent.

7. Insurance Backing

Provider’s indemnification obligations are backed by the General Liability, Professional Liability, and other insurance coverage required under the Provider Insurance Requirements. Insurance coverage does not cap the underlying indemnification obligation; uninsured Losses remain the Indemnitor’s responsibility.

8. Right of Offset

The Company may offset any amount the Provider owes the Company under this Agreement against Provider’s pending and future Payouts, subject to the procedures set out in the Payment Processing Terms and applicable law.

9. Limitation on Indemnification

Indemnification obligations under this Agreement do not extend to Losses caused by the Indemnitee’s own gross negligence, willful misconduct, or fraud.

10. Survival

The obligations under this Agreement survive termination of any User’s relationship with the Platform and continue to apply to any claim arising from acts or omissions occurring before termination.

11. Cumulative Remedies

Indemnification is in addition to, and not in lieu of, any other rights or remedies available at law or in equity.

12. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware. Disputes regarding indemnification are subject to the Dispute Resolution policy.

13. Contact

Notices of claims and tender of defense: claims@nannyandnuzzle.com