Last updated: July 28, 2025
These Terms of Service constitute a legally binding agreement between you and Recess Recreo, Inc. (together with its affiliates, “Recess”, “we,” “our” or “us”) governing your use of the Platform (as defined below), our mobile application (the “App”) and our website (the “Site”). The related services provided by Recess to potential Providers and Caregivers (each as defined in Section 1), the Site, and the App are collectively referred to as the “Platform”.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM.
These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Platform, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://hello-recess.com/privacy-policy. You acknowledge that by using the Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND RECESS CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 16). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
The Platform is a web and mobile application-based marketplace for Caregivers to search and register for after school programs and camps for their Children that are hosted by Providers. Caregivers are individuals, including parents, guardians and other caregivers, seeking to use the Platform to search and register for events, camps, classes or programs provided by Providers for their Children to attend (“Programs”) and are therefore customers of Providers. Providers are individuals and/or businesses who use the Platform to organize and sell Programs that they provide to Caregivers for the benefit of Caregivers’ Children. Children are the children of, or children in the care of, Caregivers. Caregivers and Providers together are hereinafter referred to as “Users”. If you agree on the terms of registration for any Program with another User, you and such other User form a Service Contract (as defined below) directly between the two of you as set forth in more detail in Section 3 below.
PROVIDERS ARE INDEPENDENT CONTRACTORS OF CAREGIVERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF RECESS. RECESS DOES NOT PROVIDE PROGRAMS AND DOES NOT EMPLOY INDIVIDUALS TO PROVIDE PROGRAMS. USERS HEREBY ACKNOWLEDGE THAT RECESS DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A PROVIDER’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE PROGRAMS PROVIDED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
The Platform only enables coordination and communication between Users for the registration for and provision of Programs. Recess is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Programs or Users, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users or of any ratings provided by Users with respect to each other. Recess makes no warranties or representations about the Programs provided by Providers, or the communications of or between, Users through the Platform, whether in public, private, or offline interactions or otherwise howsoever.
You must register with Recess and create an account to use the Platform (an “Account”) and as part of that process you will be required to provide certain information, including without limitation your name, full address, phone number and email address. When registering for any Programs for your Children, you will be required to provide certain information about your Children, including without limitation, their name and age . By using the Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Recess for accessing the Platform. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Recess has no control over the use of any User’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Recess immediately.
The person signing up for the Platform will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Platform; provided, however, that if you are signing up for the Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
By providing your mobile phone number and using the Platform, you hereby affirmatively consent to Recess’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) perform and improve upon the Platform, (ii) facilitate the carrying out of our services, (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations, and (iv) notify you about new products or services offered by Recess. These calls and texts may include, among other things, reminders about upcoming services on the Platform and/or push notifications and other reminders delivered through our App. Recess will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Platform, texting “STOP” in response to any texts, or by emailing support@hello-recess.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing support@hello-recess.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
You acknowledge and agree that a legally binding contract (the “Service Contract”) is formed when you complete a registration for and agree on the terms of a Program with another User. Providers and Caregivers are responsible for abiding by contract formation laws and requirements and have complete discretion both with regard to whether to enter into a written Service Contract with each other and with regard to the terms of any Service Contract, provided that any such agreements do not conflict with, narrow, or expand Recess’s rights and obligations under this Agreement and provided that such agreements abide by required law. The terms of the Service Contract shall be deemed to include the terms set forth in this section.
The Service Contract is a contractual relationship directly between the Provider and Parent and you agree that Recess is not a party to any Service Contract and the formation of a Service Contract will not, under any circumstance, create an employment or other service relationship between Recess and the Provider, nor will it create an employment relationship between the Parent and the Provider. Recess’s role is restricted solely to providing a place where Users may connect and communicate regarding Programs and to facilitate Program registrations and payment between the parties using the applicable third party payment processing system (the “PSP”). In acting as the limited payment facilitation agent for particular Services, Recess disclaims any other agency or authority to act on behalf of the Provider or the Parent, and assumes no liability or responsibility for any acts or omissions of the Provider or the Parent, either within or outside of the Platform.
Caregivers shall pay Providers any registration or other fees for Programs through the PSP as indicated on the Platform at the rates agreed to by the parties in the Service Contract. Each User agrees to comply with the Service Contract and this Agreement during the registration, attendance and provision of a Program. Both Users agree to notify Recess of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least 30 days after notification (via certified mail or personal delivery) before initiating any proceeding. Recess reserves the right to suspend or terminate any Account pending the resolution of any dispute.
Payments for Programs are collected by Recess on behalf of the Provider through a third-party payment service provider (the “PSP”), such as Stripe. Recess deducts a Marketplace Fee, as outlined in the applicable Marketplace Agreement, and remits the remaining balance to the Provider. Recess does not guarantee payment to Providers in the event a Parent fails to pay, disputes a charge, or initiates a chargeback or refund.
All Users agree to comply with the PSP’s terms of service and any account requirements set by the PSP. You may be required to register with the PSP, provide payment or payout details, and complete a verification or vetting process in order to use certain features of the Platform. Recess is not a party to the PSP’s terms, has no control over its decisions or services, and bears no responsibility or liability for any act or omission of the PSP.
You are solely responsible for providing accurate payment information and keeping your payment method or payout details up to date. Failure to do so may result in failed payments, delays, or inability to book or receive payments through the Platform.
All prices and fees listed on the Platform are in U.S. dollars unless otherwise stated. Taxes and any other applicable government-imposed fees or charges (“Taxes”) will be calculated based on the billing address provided and added to the total at checkout. You are solely responsible for all such Taxes related to your transactions on the Platform.
“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Platform and its Users, including without limitation, details about Programs and Providers, photos uploaded from Programs and content shared through chat messages. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Recess:
You hereby represent and warrant to Recess that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing the privacy and safety of children, export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Recess or purport you to act as a representative or agent of Recess; and (viii) will not create liability for Recess or cause Recess to lose (in whole or in part) the services of its ISPs or other suppliers.
By making available any User Generated Content through the Platform, you hereby grant to Recess a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Platform or for other marketing and promotional purposes. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.
We also reserve the right to access, read, preserve, and disclose any User Generated Content or other information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce these Terms of Service, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to User support requests, or (5) protect the rights, property or safety of Recess, its Users and the public. Recess does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.
You represent and warrant that: (i) you are (a) 18 years of age or older, (b) are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, or (c) are under 18 years of age and are using the Platform with your Caregivers’ or legal guardians’ knowledge, involvement and consent and (ii) you, or your Caregivers or guardians, as applicable, have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Platform, (ii) you will fulfill the commitments you make to other Users, including paying and receiving payment through the Platform using the PSP (as defined below), providing Programs agreed upon on the Platform, and only utilizing the PSP specified or approved by us to make or receive payment on the Platform, (iii) you will act professionally and responsibly in your interactions with other Users and (iv) when using or accessing the Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith. Each Parent entering into a Service Contract represents and warrants that they have all legal rights and permissions to register their Children to attend the Program set forth in the Service Contract.
You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Platform in any medium other than as allowed by the Platform and these Terms of Service; (ii) using any automated system (other than any functionalities of the Platform), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Platform; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Platform; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity or providing false or misleading information about other Users or Programs listed on the Platform; (x) using the Platform for any unauthorized promotional or marketing purposes or to sell services or products outside of the intended purpose of the Platform; (xi) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Platform or staff member of Recess; (xii) endangering or sexualizing minors or recruiting, enticing, advertising, or soliciting any person to perform a sexual, violent, dangerous or illegal act; (xiii) interfering with or any activity that threatens the performance, security or proper functioning of the Platform; (xiv) uploading or transmitting viruses or any other type of malicious code; (xv) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Platform; (xvi) bypassing the security features or measures we may use to prevent or restrict access to the Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (xvii) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xviii) collecting, using, sharing or exploiting personal information or other data about Users without their consent or for any unauthorized or illegal purpose; (xix) using the Platform for any purpose or in any manner that infringes the rights of any third party; or (xx) encouraging or enabling any other individual to do any of the foregoing. Any violation of these prohibited activities may result in immediate suspension or termination of your access to the Platform.
You hereby warrant and represent that, other than as fully and promptly disclosed to Recess as set forth below, you do not have any motivation, status, or interest which Recess may reasonably wish to know about in connection with the Platform, including without limitation, if you are using or will or intend to use the Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Recess in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Platform.
By registering or using the Platform to offer, post, or provide Programs as a Provider, you represent and warrant that you and your employees and any other individuals who may perform work for you, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which you may be subject in the jurisdiction(s) in which you offer your Programs and in relation to the specific job you are performing. As a Provider, you additionally represent and warrant that you and your employees and any other individuals who may perform work for you (i) will provide timely, high-quality services to Caregivers and their Children, (ii) will only offer and provide services and programs for which you have the necessary skills, expertise and, if applicable, license, (iii) will provide the Programs safely and in accordance with all applicable laws, and (iv) have the legal right to work in the country in which you are providing Programs. You, as a Provider, agree to comply with our Trust and Safety Policies (located at [https://hello-recess.com/marketplace-agreement#trust-safety]) at all times while using the Platform or providing Programs offered via the Platform. Any violation of these representations and warranties may result in immediate suspension or termination of your access to the Platform.
In Recess’s sole discretion, Users may be subject to a vetting process before they can register for and during their use of the Platform, including but not limited to a verification of identity or background checks through third-party services as appropriate (“Identity Checks”). Although Recess may perform Identity Checks, Recess is not required to do so and cannot confirm that each User is who they claim to be. Recess cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Platform. Recess has discretion to include or exclude potential Users based off of vetting process results.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Recess will not be liable for any false or misleading statements made by Users of the Platform. NEITHER RECESS NOR ITS AFFILIATES, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, LICENSORS, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “RECESS AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE RECESS AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PLATFORM.
Providers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering and providing Programs. Indeed, certain types of Programs may be prohibited altogether, and it is the responsibility of Providers to avoid such prohibited services. Penalties may include fines or other enforcement. If you have questions about how local laws apply to a Program, you can and should first seek separate legal guidance.
Because Recess does not oversee, monitor or supervise the posting, scoping or provision of Programs, Caregivers must determine for themselves whether a Provider is qualified to provide the specific Program at hand. Caregivers may wish to consult their state/provincial/territorial or local requirements to determine whether certain Programs are required to be performed by a licensed professional.
By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Recess’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored your device, and (iii) collect personal information as set out in our Privacy Policy, including location information. You can uninstall the App at any time.
Unless otherwise agreed to in writing between you and Recess, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Platform to do so (if applicable and available) or by written notice to support@hello-recess.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the Platform. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Terms of Service and any termination of your use of or subscription to the Platform and shall continue to apply indefinitely.
We reserve the right to refuse the Platform to anyone for any reason at any time. Recess may terminate or limit your right to use the Platform in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Recess terminates or limits your right to use the Platform pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Even after your right to use the Platform is terminated or limited, this Agreement will remain enforceable against you. Recess reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 16 of these Terms of Service.
Recess reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion. Recess is not liable to you for any modification or discontinuance of all or any portion of the Platform. Recess has the right to restrict anyone from completing registration as a User if Recess believes such person may threaten the safety and integrity of the Platform, or if, in Recess’s discretion, such restriction is necessary to address any other reasonable business concern.
Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.
The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Recess or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Recess does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Recess is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Recess has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Platform at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Recess expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Platform. You hereby agree to hold Recess harmless from any liability that may result from the use of links that may appear on the Platform.
As part of the functionality of the Platform, you may link your Account with online accounts you may have with third-party service providers (such as Google) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Platform; or (ii) allowing Recess to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Recess and/or grant Recess access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Recess to pay any fees or making Recess subject to any usage limitations imposed by such third-party service providers. By granting Recess access to any Third-Party Accounts, you understand that (1) Recess may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Platform via your Account, including without limitation any friend lists, and (2) Recess may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Recess’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your Account on the Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Recess makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Recess is not responsible for any SNS Content.
AS SET FORTH IN SECTION 1, RECESS DOES NOT PERFORM SERVICES OR PROVIDE PROGRAMS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES OR PROVIDE PROGRAMS. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A PARENT, YOU INDEMNIFY AND HOLD RECESS AND AFFILIATES HARMLESS, AND IF A PROVIDER, YOU FULLY AND FINALLY RELEASE RECESS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT PROVIDERS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF PROGRAMS OR SERVICE CONTRACTS OR THE USE OF THE PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF PROVIDERS AND THE TERMINATION OR CESSATION OF ANY PROGRAM, SERVICE CONTRACTS, THIS AGREEMENT OR THE USE OF THE PLATFORM.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Recess. Each User acknowledges and agrees that Recess does not, in any way, supervise, scope, direct, control or monitor a Provider’s work or Programs provided in any manner. Recess does not set a Provider’s work hours or location of work. Recess will not provide any equipment, tools, labor or materials needed for a particular Program. Recess does not provide any supervision to Users.
The Platform is not an employment agency service or business and Recess is not an employer of any User. As such, Recess is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the Platform. Providers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Contracts and providing Programs and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
This Section 10 in no way limits the generality of Section 14.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by Recess, excluding User Generated Content, which Users hereby grant Recess a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Recess owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Recess’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.
Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Recess and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of Recess, including without limitation Recess and Recess logos, are service marks owned by Recess. Any other trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Platform, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Recess under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Recess does not waive any rights to use similar or related Feedback previously known to Recess, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.
Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Platform. We may terminate this license at any time for any reason or no reason. The Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Platform, and copyrights (the “Recess Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Recess or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Platform. Use of the Recess Content or materials on the Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Your use of the Platform and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the App. Recess may modify such guidelines in its sole discretion at any time. Recess reserves the right to terminate your Account and access to the Platform if it determines that you have violated any such applicable guidelines.
Recess respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to Recess’s Copyright Agent at support@hello-recess.com or Recess Recreo, Inc., 2810 N Church St, PMB 927352, Wilmington, DE 19802:
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Recess and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Recess in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Recess upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Recess’s trade secrets, confidential and proprietary information, and all other information and data of Recess that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Recess or Recess’s business, operations or properties, including information about Recess’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RECESS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM OR ANY PROGRAMS PROVIDED VIA THE PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
RECESS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED ON THE PLATFORM.
UNDER NO CIRCUMSTANCES WILL RECESS AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY RECESS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT RECESS AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO RECESS DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless Recess and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Platform; (ii) any Programs that are organized or provided using the Platform; (iii) your breach or violation of this Agreement; (iv) your violation of any law, or the rights of any User or third party; and (v) any content submitted by you or using your Account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Recess reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Recess.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND RECESS CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND RECESS TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Platform, you will contact us at support@hello-recess.com and you and Recess will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.
You and Recess agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Platform (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. This means that you and Recess both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Recess in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
You and Recess agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Recess both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Recess agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Unless you and Recess agree otherwise, the seat of the arbitration shall be in Houston, Texas. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Recess submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
Except as provided in Section 16 or expressly provided in writing otherwise, this Agreement and your use of the Platform will be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by Recess to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Recess with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 16, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Recess, its successors and assigns.
Recess reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information through the Platform at any time, effective with or without prior notice and without any liability to Recess. Recess will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Platform. Your continued use of the Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Recess may also impose limits on certain features or restrict your access to part or all of the Platform without notice or liability.
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
If you have any questions about these Terms of Service or about the Platform, please contact us by email at support@hello-recess.com or by mail to Recess Recreo, Inc., 2810 N Church St, PMB 927352, Wilmington, DE 19802.
You can report any violations or suspected violations of this Agreement by contacting us at support@hello-recess.com.
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