Terms and Conditions

1. Introduction and Acceptance of Terms

These Terms and Conditions (“Terms”) govern your access to and use of the websites, software, applications, API, and related services (collectively, the “Services”) provided by NannyGoat Corporation (“NannyGoat,” “we,” “our,” or “us”).

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. If you are using our Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age, or the age of legal majority in your jurisdiction.
• Have the legal capacity to enter into a binding agreement.
• Not be prohibited from using our Services under applicable law.

By using our Services, you confirm that you meet these eligibility requirements.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at legal@nannygoat.net if you suspect any unauthorised access to or use of your account.

3.3 Account Responsibility

NannyGoat Corporation is not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4. Permitted Use of Services

4.1 Licence Grant

Subject to your compliance with these Terms, NannyGoat Corporation grants you a limited, non-exclusive, non-transferable, revocable licence to access and use our Services — including any applicable API — solely for your lawful business or personal purposes.

4.2 Restrictions

You must not:

• Copy, modify, distribute, sell, or sublicense any part of our Services without our prior written consent.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of our Services.
• Use our Services to develop competing products or services.
• Access our Services using automated means (e.g., bots, scrapers) without prior written authorisation, except through our supported API in accordance with Section 5.
• Circumvent, disable, or otherwise interfere with security-related features of our Services.
• Use our Services in any manner that could damage, disable, overburden, or impair our infrastructure.
• Use our Services to transmit unsolicited communications, spam, or malicious code.
• Attempt to gain unauthorised access to any part of our Services, systems, or networks.

5. API Access

5.1 API Licence

Where NannyGoat Corporation makes an application programming interface (“API”) available as part of the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the API solely in accordance with these Terms and any accompanying API documentation.

5.2 API Keys

Access to the API requires the use of API keys issued by NannyGoat Corporation. You are solely responsible for:

• Keeping your API keys secure and confidential at all times.
• All activity that occurs through your API keys, whether authorised by you or not.
• Notifying us immediately at legal@nannygoat.net if you believe an API key has been compromised.

You must not share, publish, or embed your API keys in publicly accessible code repositories or client-side applications.

5.3 Permitted API Use

You may use the API only to:

• Integrate our Services into your own authorised applications or workflows.
• Access your own account data and the features made available through the API.
• Build applications that comply with these Terms and all applicable laws.

5.4 Prohibited API Use

You must not use the API to:

• Exceed usage limits or rate limits set by NannyGoat Corporation.
• Scrape, harvest, or systematically extract data from our Services beyond what is expressly permitted.
• Resell or sublicense API access to third parties without prior written authorisation.
• Interfere with or disrupt the integrity, performance, or availability of the API or our Services.
• Build applications that violate any applicable law or third-party rights.

5.5 Rate Limits and Fair Use

NannyGoat Corporation may impose rate limits and usage quotas on API access. We reserve the right to throttle, suspend, or terminate API access for any account that exceeds applicable limits or that we determine is being used in a manner inconsistent with fair use principles. Current rate limits and quotas are set out in our API documentation, which may be updated from time to time.

5.6 API Availability and Versioning

We do not guarantee that the API will be uninterrupted, error-free, or continuously available. NannyGoat Corporation reserves the right to release new versions of the API, deprecate older versions, or make changes to API functionality. Where practicable, we will provide at least 30 days’ notice before deprecating a version of the API. We are not liable for any loss or disruption caused by API changes or downtime.

6. Subscriptions

6.1 Subscription Plans

NannyGoat Corporation offers access to its Services on a subscription basis. Available plans, features, and pricing are described on our website and may be updated from time to time. You may select a plan that best suits your needs at the time of sign-up.

6.2 Free Trials

We may offer a free trial period for certain subscription plans. At the end of the free trial, your subscription will automatically convert to a paid plan unless you cancel before the trial period expires. We will notify you in advance of the trial end date. No charge will be made during the trial period.

6.3 Auto-Renewal

Subscriptions are set to auto-renew at the end of each billing cycle (monthly or annually, depending on your selected plan). You will be charged the then-current subscription fee at the start of each renewal period unless you cancel your subscription before the renewal date. Cancellation instructions are available in your account settings.

6.4 Upgrades and Downgrades

You may upgrade or downgrade your subscription plan at any time through your account settings. Upgrades take effect immediately, with any additional charges prorated for the remainder of the current billing period. Downgrades take effect at the start of the next billing period, and no refunds are issued for unused time on a higher-tier plan.

6.5 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us at legal@nannygoat.net. Cancellation will take effect at the end of your current billing period, and you will retain access to the Services until that date. Cancellation does not entitle you to a refund for any prepaid fees unless otherwise required by applicable law.

6.6 Refunds

All subscription fees are non-refundable except where expressly stated or required by applicable law. If you believe you have been charged in error, please contact us within 30 days of the charge at legal@nannygoat.net.

7. Fees, Billing, and Payments

7.1 Fees

By subscribing to or purchasing a paid plan, you agree to pay all applicable fees as described at the time of purchase. All fees are stated in US Dollars unless otherwise specified.

7.2 Billing

Fees for subscription plans are billed in advance on a recurring basis in accordance with your chosen billing cycle. Fees for one-time purchases or usage-based charges are billed as incurred.

7.3 Payment Methods

Payment is processed through our third-party payment providers. You authorise NannyGoat Corporation to charge your nominated payment method for all applicable fees. You are responsible for ensuring your payment details remain current and accurate.

7.4 Price Changes

NannyGoat Corporation reserves the right to modify pricing at any time. We will provide at least 30 days’ notice of any price change. Your continued use of the Services following a price change constitutes your acceptance of the new pricing.

7.5 Taxes

All fees are exclusive of applicable taxes, levies, or duties. You are responsible for paying all such taxes imposed by relevant taxing authorities in connection with your use of the Services.

7.6 Failed Payments

If a payment is not successfully processed, we will notify you and may retry the charge. If payment remains outstanding, we reserve the right to suspend or terminate your access to paid features until payment is received.

8. Enterprise Customers

8.1 Enterprise Agreements

Enterprise customers may enter into a separate Enterprise Agreement, Master Service Agreement (“MSA”), or Order Form with NannyGoat Corporation (collectively, “Enterprise Agreement”). Where an Enterprise Agreement exists, its terms shall take precedence over these general Terms to the extent of any conflict.

8.2 Account Administration

Enterprise customers are responsible for designating one or more account administrators. The account administrator is responsible for:

• Provisioning and managing authorised users within the enterprise account.
• Ensuring all users within the account comply with these Terms.
• Revoking access for users who are no longer authorised.

NannyGoat Corporation is not liable for any actions taken by users provisioned under an enterprise account.

8.3 Authorised Users

Enterprise customers may grant access to the Services to their employees, contractors, or other authorised individuals (“Authorised Users”) up to the number of seats or licences specified in their Enterprise Agreement. Authorised Users must not share their credentials with any other individual.

8.4 Data Processing Agreements

Where required by applicable data protection law, enterprise customers may request the execution of a Data Processing Agreement (“DPA”) with NannyGoat Corporation prior to processing personal data through our Services. Please contact us at legal@nannygoat.net to request a DPA.

8.5 Support and Service Levels

Enterprise-specific support commitments, response times, and Service Level Agreements (“SLAs”) are governed by the applicable Enterprise Agreement. Standard users are not entitled to SLA commitments under these general Terms.

8.6 Onboarding

NannyGoat Corporation may provide onboarding assistance to enterprise customers as agreed in the applicable Enterprise Agreement or Order Form. The scope, duration, and terms of onboarding services will be set out in that agreement.

9. User Content

9.1 Your Content

You retain ownership of any content, data, or materials you upload, submit, or transmit through our Services (“User Content”). By submitting User Content, you grant NannyGoat Corporation a limited, worldwide, royalty-free licence to use, store, and process your User Content solely to provide and operate the Services.

9.2 Your Responsibilities

You are solely responsible for your User Content. You represent and warrant that:

• You own or have the necessary rights to submit your User Content.
• Your User Content does not infringe the intellectual property rights, privacy rights, or any other rights of any third party.
• Your User Content does not contain unlawful, harmful, defamatory, obscene, or otherwise objectionable material.

9.3 Our Right to Remove Content

NannyGoat Corporation reserves the right to remove or disable access to any User Content that we determine, in our sole discretion, violates these Terms or applicable law.

10. Intellectual Property

10.1 Our Intellectual Property

All rights, title, and interest in and to our Services — including software, code, design, trademarks, logos, text, graphics, and documentation — are and shall remain the exclusive property of NannyGoat Corporation and its licensors. Nothing in these Terms transfers any intellectual property rights to you.

10.2 Feedback

If you provide us with feedback, suggestions, or ideas regarding our Services (“Feedback”), you grant NannyGoat Corporation a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and exploit that Feedback in any way without obligation or compensation to you.

11. Disclaimers and Warranties

11.1 As-Is Basis

Our Services are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.2 No Guarantee of Availability

NannyGoat Corporation does not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. We do not guarantee that any defects will be corrected.

11.3 Third-Party Services

We make no representations or warranties regarding third-party services, integrations, or content accessible through our Services.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• NannyGoat Corporation shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with your use of the Services, even if advised of the possibility of such damages.
• Our total aggregate liability to you for any claims arising from or relating to these Terms or the Services shall not exceed the greater of (a) the amount you paid to NannyGoat Corporation in the twelve (12) months preceding the claim, or (b) one hundred US dollars (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

13. Indemnification

You agree to indemnify, defend, and hold harmless NannyGoat Corporation and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of or access to the Services, including API access.
• Your User Content.
• Your violation of these Terms.
• Your violation of any third-party rights.

14. Privacy

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy, available at nannygoat.net/privacy.

15. Modifications to the Services and Terms

15.1 Changes to Services

NannyGoat Corporation reserves the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

15.2 Changes to Terms

We may update these Terms from time to time. When we do, we will revise the effective date at the top of this page. For material changes, we will provide reasonable notice. Your continued use of the Services after any changes constitutes your acceptance of the updated Terms.

16. Term, Suspension, and Termination

16.1 Term

These Terms remain in effect for as long as you use or have access to our Services.

16.2 Termination by You

You may stop using our Services and close your account at any time. Closing your account does not entitle you to a refund of any prepaid fees unless otherwise required by applicable law.

16.3 Suspension or Termination by Us

NannyGoat Corporation reserves the right to suspend or terminate your access to the Services at any time, with or without notice, if:

• You breach any provision of these Terms.
• We are required to do so by law or regulatory authority.
• We reasonably believe your use poses a risk to the Services, other users, or third parties.
• You engage in fraudulent, abusive, or illegal activity.

16.4 Effect of Termination

Upon termination, your right to access the Services — including any API access — immediately ceases. Any provisions of these Terms that by their nature should survive termination — including intellectual property rights, disclaimers, limitations of liability, and governing law — shall do so.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. NannyGoat Corporation is incorporated in the State of Delaware.

17.2 Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or your use of the Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved informally within 30 days, either party may seek resolution through binding arbitration or the courts of competent jurisdiction in the State of Delaware.

17.3 Class Action Waiver

To the extent permitted by law, you agree to resolve any disputes with NannyGoat Corporation on an individual basis and waive any right to participate in a class action or representative proceeding.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, any applicable Enterprise Agreement, and any additional terms applicable to specific Services, constitute the entire agreement between you and NannyGoat Corporation regarding your use of the Services.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. NannyGoat Corporation may assign these Terms without restriction.

18.5 Force Majeure

NannyGoat Corporation shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, or internet or infrastructure outages.

19. Contact Us

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

NannyGoat Corporation — Legal Team
Email: legal@nannygoat.net