TERMS OF SERVICE

1. INTRODUCTION

Welcome to Hera Benefits, Inc. ("Hera," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Hera website, mobile application, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.

2. THE SERVICES

2.1 Description of Services

Hera is a childcare matching platform that facilitates connections between parents ("Parents") and childcare providers, including but not limited to nannies, babysitters, and other caregivers (collectively, "Caregivers"). Our Services may include:

• Collection and processing of Caregiver applications
• Preliminary screening of Caregivers, which may include background checks, reference checks, and initial interviews
• Providing information about available Caregivers to Parents
• Monitoring childcare provider waitlists on behalf of Parents
• Facilitating communication between Parents and Caregivers

2.2 Role of Hera

HERA IS A MATCHING PLATFORM ONLY. We are not a childcare provider, employment agency, or employer. We do not employ, control, direct, or manage Caregivers, nor are we responsible for the actions or inactions of Caregivers or Parents. Hera serves solely as a technology platform that enables connections between Parents and Caregivers.

3. USER RESPONSIBILITIES

3.1 Parent Responsibilities

As a Parent using our Services, you acknowledge and agree that:

• You are the employer or contractor of any Caregiver you hire. Hera is not a party to any agreement between you and a Caregiver.
• You are solely responsible for all hiring decisions. While Hera may provide preliminary screening and information about Caregivers, you must conduct your own due diligence before hiring a Caregiver, including but not limited to:
  • Conducting your own interviews
  • Verifying references and credentials
  • Performing additional background checks as you deem necessary
  • Assessing the Caregiver's suitability for your specific needs
• You must comply with all applicable laws related to employing or contracting with a Caregiver, including but not limited to tax, labor, immigration, and insurance requirements.
• You must supervise any Caregiver you hire. Hera does not supervise, monitor, or control Caregivers.

3.2 Caregiver Responsibilities

As a Caregiver using our Services, you acknowledge and agree that:

• You are not employed by Hera. Your relationship will be directly with the Parent who hires you.
• You must provide accurate information about your qualifications, experience, availability, and background.
• You must comply with all applicable laws related to providing childcare services, including obtaining any required licenses, permits, or certifications.

4. SCREENING AND BACKGROUND CHECKS

4.1 Limitations of Screening

While Hera may conduct certain preliminary screening of Caregivers, including background checks, reference checks, and initial interviews, you acknowledge and agree that:

• Our screening is limited in scope and depth. It is not comprehensive and should not be relied upon as the sole basis for hiring decisions.
• Background checks have inherent limitations. They may not uncover all relevant information, may contain errors or omissions, and only reflect information available at the time the check was conducted.
• Past performance is not a guarantee of future behavior. A clean background check does not guarantee a Caregiver's future conduct.
• We do not warrant or guarantee the accuracy, completeness, or reliability of any screening, background check, or information provided through our Services.

4.2 Parent Verification

Parents are strongly encouraged to:

• Review all information provided by Hera about potential Caregivers
• Conduct their own interviews and reference checks
• Consider purchasing additional or more comprehensive background checks
• Trust their own judgment when making hiring decisions

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY

5.1 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

HERA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

HERA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE QUALIFICATIONS, BACKGROUND, OR ABILITIES OF CAREGIVERS.

5.2 Specific Disclaimers for Childcare Matching

HERA DOES NOT GUARANTEE THE QUALITY, SAFETY, SUITABILITY, OR AVAILABILITY OF ANY CAREGIVER.

HERA DOES NOT PERFORM CHILDCARE SERVICES AND IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY CAREGIVER OR PARENT, WHETHER ONLINE OR OFFLINE.

HERA DOES NOT GUARANTEE THAT BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER SCREENING METHODS WILL IDENTIFY ALL RELEVANT INFORMATION ABOUT A CAREGIVER OR PREVENT ANY HARM TO PERSONS OR PROPERTY.

ANY DECISION TO HIRE A CAREGIVER IS MADE AT THE PARENT'S OWN RISK.

5.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HERA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
• ANY CONTENT OBTAINED FROM THE SERVICES;
• ANY RELATIONSHIP BETWEEN PARENTS AND CAREGIVERS, INCLUDING WITHOUT LIMITATION, ANY INJURY, LOSS, OR DAMAGE OF ANY KIND ARISING FROM SUCH RELATIONSHIP;
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR
• ANY OTHER MATTER RELATING TO THE SERVICES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF HERA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO HERA FOR ACCESS TO OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT HERA HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

6. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Hera, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney fees and costs, arising out of or in any way connected with:

• Your access to or use of the Services;
• Your violation of these Terms;
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;
• Any dispute or issue between you and a Caregiver or Parent;
• Any injury, loss, or damage of any kind arising from a relationship formed through our Services; or
• Any claim that your content caused damage to a third party.

7. DISPUTE RESOLUTION

7.1 Governing Law

These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions.

7.2 Agreement to Arbitrate

You and Hera agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

7.3 Arbitration Procedures

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, then in effect, except as modified by these Terms. The arbitration will be conducted in [YOUR CITY, STATE], unless you and Hera agree otherwise.

7.4 Class Action Waiver

YOU AND HERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

8. CHANGES TO TERMS

We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on this page and updating the "Last Updated" date at the top. You are advised to review these Terms periodically for any changes. Changes to these Terms are effective when they are posted on this page.

9. TERMINATION

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. CONTACT US

If you have any questions about these Terms, please contact us at: