Effective Date: June 1, 2026
This Master Services Agreement (“MSA,” “Agreement”) is entered into between NannyAndNuzzle, Inc. (“Company,” “we,” “us”) and the individual or entity (“Provider,” “Vendor,” “you”) accessing or onboarding to the NannyAndNuzzle platform (the “Platform”). This MSA, together with each Statement of Work, the Service Provider Agreement, the Provider Code of Conduct, the Provider NDA, the Insurance Requirements, and any other documentation incorporated by reference, constitutes the entire contractual relationship between the parties.
This MSA establishes the master terms under which Providers offer services through the Platform. Specific engagements, service categories, geographic markets, pricing tiers, and commercial terms are governed by Statements of Work (“SOWs”), order forms, or category-specific addenda issued under this MSA. In the event of conflict, the SOW controls for that engagement; otherwise this MSA controls.
Provider is engaged as an independent contractor. Nothing in this MSA creates an employer-employee, partnership, joint venture, agency, or franchise relationship. Providers retain sole discretion over which Bookings to accept, how to perform services, and what tools or methods to use, subject only to applicable law and the Platform’s Code of Conduct and safety standards.
Provider compensation is governed by the Commission Schedule. The Company may adjust Commission rates with at least thirty (30) days’ prior notice. Provider authorizes the Company to deduct Commission, payment processor fees, refunds, chargebacks, and any amounts required by law from the gross Service Fee prior to Payout.
Provider is solely responsible for all federal, state, and local taxes, including self-employment tax, on Payouts received. The Company does not withhold income tax. Where applicable, the Company will issue annual tax forms based on Payout volume. Refer to the Provider Tax Information policy for thresholds and obligations.
The Platform, all content, branding, trademarks, software, and proprietary documentation remain the exclusive property of the Company. Provider is granted a non-exclusive, non-transferable, revocable license to use the Platform solely to perform services. Provider grants the Company a perpetual, royalty-free license to use any photos, descriptions, or content Provider uploads in connection with marketing the Platform.
Provider acknowledges that during the course of services, Provider may receive confidential information about Customers, the Company, pricing, technology, and business operations. Provider’s confidentiality obligations are set out in the separate Provider Non-Disclosure Agreement, which is incorporated by reference into this MSA.
Provider will handle Customer personal information only as necessary to perform the Booking, will not retain such information after the Booking is complete, and will comply with the Company’s Data Security Policy and all applicable privacy laws including the CCPA/CPRA and, where relevant, state biometric and consumer-protection statutes.
Provider must maintain the insurance coverage detailed in the Insurance Requirements policy. Failure to maintain required coverage is a material breach of this MSA and grounds for immediate suspension or termination.
Provider shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Provider’s acts or omissions in performing services; (b) Provider’s breach of this MSA; (c) Provider’s violation of any law; or (d) any claim of bodily injury, death, or property damage caused by Provider.
Except for indemnification obligations and breaches of confidentiality, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages. The Company’s aggregate liability under this MSA shall not exceed the total Commission earned from Provider’s Bookings during the three (3) months preceding the claim.
This MSA begins on the date Provider accepts it during onboarding and continues until terminated. Either party may terminate for convenience on thirty (30) days’ written notice. The Company may suspend or terminate immediately for: material breach, safety concerns, failure of background check, insurance lapse, loss of license, customer complaints reaching a defined threshold, fraud, or violation of law.
Disputes arising out of this MSA are governed by the Dispute Resolution policy, which requires good-faith negotiation followed by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
This MSA is governed by the laws of the State of Delaware, without regard to its conflict of law principles. Venue for any non-arbitrable disputes lies in the state and federal courts of New Castle County, Delaware.
Provider may not assign this MSA without the Company’s prior written consent. The Company may assign this MSA freely, including to affiliates and successors in a merger or acquisition.
The Company may amend this MSA from time to time. Material changes will be communicated with at least thirty (30) days’ notice. Continued use of the Platform after the effective date of an amendment constitutes acceptance.
This MSA, together with all referenced policies, schedules, and SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, written or oral, related to the subject matter herein.
Questions regarding this MSA should be directed to: legal@nannyandnuzzle.com
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