Effective Date: December 18, 2025
Last Updated: December 18, 2025
Upkid, Inc. (“Upkid,” “we,” “us,” or the “Company”) provides a technology platform that offers workforce management, hiring, and staffing tools. Customers (“Customers”) may use the Platform to post opportunities, review applicants, and manage hiring and staffing workflows. The Platform also operates as a marketplace that facilitates connections between Customers and approved independent service providers, allowing Providers, at their discretion, to accept and perform short-term or flexible service assignments.
Upkid is a technology services provider and does not itself employ Providers or control Customers’ hiring decisions. Customers independently determine the nature of opportunities they post, and Providers independently determine whether, when, and how to make themselves available to perform services. Nothing in these Terms creates an employment relationship between Upkid and any user.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRE YOU AND UPKID TO RESOLVE CERTAIN DISPUTES THROUGH ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN THROUGH JUDGE OR JURY TRIALS OR CLASS/REPRESENTATIVE ACTIONS. SEE SECTION 12.
1. Acceptance; Electronic Contract; Updates
1.1 Acceptance
By accessing or using the Platform in any manner, including (a) submitting an application through the ATS, (b) creating an account, (c) posting or managing job opportunities, (d) accepting or performing an assignment, or (e) otherwise accessing the Platform, you acknowledge that you have read and agree to be bound by these Terms and the policies incorporated by reference, including the Privacy Policy and Acceptable Use Policy (collectively, the “Agreement”). If you do not agree, you may not use the Platform.
1.2 Electronic Communications; Record Retention; Contact Information
You consent to receive communications from Upkid electronically (including through email, text/SMS, in-app messages, and Platform notices). You agree that electronic signatures and records satisfy any legal requirement that such communications be in writing.
You acknowledge that you are able to electronically receive, access, download, store, and print these Terms, any notices, and any forms or documents provided to you through the Platform.
You agree to keep the contact information in your account (including, without limitation, your email address, physical mailing address, and phone number) current at all times.
1.3 Updates to Terms
Upkid may modify these Terms from time to time. Changes become effective when posted on the Platform or otherwise made available to you. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms.
Arbitration Change Notice: Notwithstanding the foregoing, if Upkid materially modifies the Arbitration Provision in Section 12, such modifications will be binding only upon your acceptance (electronically or otherwise) of the modified Terms, to the extent required by applicable law.
1.4 Eligibility
You must be at least 18 years old (or the age of legal majority where you live) and able to form a binding contract to use the Platform. If you are using the Platform on behalf of an organization, you represent and warrant you have authority to bind that organization to these Terms.
1.5 Definitions
For purposes of these Terms:
“Platform” means Upkid’s websites, mobile applications, software, and related services.
“Applicant” means an individual who submits an application or profile through the Platform’s applicant tracking or hiring tools.
“Customer” means an organization using the Platform to post opportunities, manage hiring or staffing workflows, or engage Providers.
“Provider” means an individual approved to accept and perform assignments through the Platform.
“Request” means an opportunity posted by or on behalf of a Customer describing services to be performed.
“Engagement” means a Request accepted by a Provider.
“Payment” means the fee or rate offered by a Customer for an Engagement.
“Provider Terms” means the provisions of these Terms that apply only to Providers, as described in Section 2.3.
2. Platform Overview; Roles; Conditional Applicability
2.1 Platform Role
Upkid is a technology platform. Upkid does not provide childcare services and, except as expressly stated in a separate written agreement, Upkid is not an employer of individuals who obtain opportunities through the Platform.
2.2 User Categories
These Terms apply to all users of the Platform, including:
“Applicants”: individuals who submit applications or profiles through the ATS or related tools. Applicants are not employees, contractors, or agents of Upkid or Customers unless and until expressly agreed in writing.
“Customers”: childcare centers and other organizations using the Platform to post opportunities, receive applications, manage hiring/staffing workflows, or engage service providers.
“Providers”: individuals who may be approved to accept and perform assignments through the Platform (including substitute childcare assignments).
2.3 Conditional Applicability of Provider (Independent Contractor) Terms
Certain sections of these Terms apply only if and when you become a Provider and accept or perform assignments through the Platform. Those Provider-specific terms are clearly labeled and include, without limitation, Sections 6–11 (the “Provider Terms”). If you never become a Provider, the Provider Terms do not apply to you. Applicants and Customers are not subject to the Provider Terms unless and until they separately qualify and act as Providers.
3. Applicant Use (ATS)
3.1 Submitting Applications
Applicants may submit applications or information through the Platform using Upkid’s applicant tracking system and related hiring tools to facilitate Customer hiring workflows. Applicants represent that information submitted is accurate, complete, and not misleading.
3.2 No Guarantee; Customer Controls Hiring
Submitting an application does not guarantee that an Applicant will be viewed by a Customer or that any posting will result in an interview, offer, engagement, or assignment. Customers are solely responsible for job postings, screening, interviews, hiring decisions, onboarding, supervision, workplace conditions, and compliance with all applicable laws.
Submitting an application does not guarantee an interview, offer, engagement, or assignment. Customers are solely responsible for job postings, screening, interviews, hiring decisions, onboarding, supervision, workplace conditions, and compliance with all applicable laws.
3.3 Upkid Not Responsible for Customer Decisions
Upkid does not control Customer hiring criteria or screening decisions and is not responsible for Customer decisions or actions. Upkid may provide tools that facilitate communication or matching, but Customers determine outcomes.
4. Customer Use (Hiring/ATS and Staffing Tools)
4.1 Customer Responsibilities
Customers are solely responsible for:
- The content of job postings and descriptions;
- Compliance with employment, licensing, and regulatory requirements;
- Screening, interviewing, selecting, onboarding, and supervising individuals;
- Workplace safety and conditions;
- Recordkeeping, compliance, and communications required by law.
4.2 Platform Use Rules Apply to Customers
Customer use of the Platform is subject to these Terms (including Acceptable Use restrictions and confidentiality/data handling obligations) and may also be subject to a separate written Customer Agreement. If there is a conflict, the Customer Agreement controls only with respect to commercial terms (e.g., pricing, billing, service levels), unless it expressly states otherwise.
4.3 Customer Data Handling
Customers agree to use applicant and provider information only for legitimate hiring or staffing purposes and in compliance with applicable law and Platform policies. Customers may not scrape, sell, monetize, or misuse Platform data.
4.4 Customer Indemnification
To the maximum extent permitted by law, Customers agree to indemnify, defend, and hold harmless Upkid and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer job postings, hiring decisions, onboarding practices, workplace conditions, supervision, or failure to comply with applicable laws, except to the extent caused by Upkid’s gross negligence or willful misconduct.
Customers agree to use applicant/provider information only for legitimate hiring/staffing purposes and in compliance with applicable laws and the Platform’s policies. Customers may not scrape, sell, monetize, or misuse Platform data.
5. Accounts; Security; Acceptable Use
5.1 Account Security
You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted through your account. You agree to notify Upkid promptly of any unauthorized use.
5.2 Acceptable Use
You agree not to:
- Misuse the Platform or access it for unlawful purposes;
- Submit false, misleading, defamatory, or infringing content;
- Circumvent security features or access controls;
- Scrape or harvest data, including candidate/provider profiles;Interfere with Platform operation or integrity.
Upkid may suspend or terminate access for violations.
5.3 User Content
You retain ownership of information, resumes, photographs, profile details, and other content you submit to the Platform ("User Content"). By submitting User Content, you grant Upkid a non-exclusive, royalty-free, worldwide, sublicensable license to host, store, reproduce, display, transmit, and use such User Content solely as necessary to operate, maintain, improve, and provide the Platform and its features, including facilitating hiring, staffing, and related workflows.
PROVIDER TERMS (Apply only if and when you become a Provider)
6. Provider Enrollment; Requests; Engagements
6.1 Provider Enrollment
By registering as a Provider, you acknowledge you are seeking the ability to review and accept assignment opportunities posted by Customers through the Platform.
6.2 Requests; Engagements
A “Request” is an opportunity posted by or on behalf of a Customer that may include a description of services, non-binding date/time expectations, location, and pay rate or fee (the “Payment”). When a Provider accepts a Request, it becomes an “Engagement.”
Obvious Pricing Error Adjustment: In limited instances where a Request includes an obvious erroneous rate (e.g., more than double the Customer’s typical rate for comparable postings), the Customer may correct the rate to the lesser of: (i) not less than 120% of the Customer’s average rate for similar postings in the past 60 days, or (ii) $30/hour.
6.3 Conditional Offer Specifications
Some Customers may require steps or specifications after acceptance but before performance ("Conditional Offer Specifications"), such as background checks, identity verification, or document submission. Failure to satisfy Conditional Offer Specifications may prevent you from performing the Engagement.
You acknowledge certain Conditional Offer Specifications may require collection and sharing of identifying information (including SSN) with service providers or processors for verification, compliance, or payment processing, in accordance with the Privacy Policy.
Washington Users (Fair Chance): Upkid complies with applicable state and local laws limiting pre-employment inquiries related to criminal arrests or convictions, including Washington’s Fair Chance Act, RCW 49.94.010. Upkid does not permit Customers to use criminal background checks to automatically or categorically exclude Providers solely because of a record of citation, arrest, or conviction, where prohibited by law.
7. Provider Performance Expectations
7.1 Best Efforts; Professional Conduct
By accepting an Engagement, you agree to use commercially reasonable efforts to perform the services described in the Request consistent with Customer specifications and applicable laws.
7.2 Reliability and Timeliness
If a Request specifies a start time and you fail to arrive by the start time, the Customer may cancel the Request. You agree not to accept a Request unless you can reasonably meet the requirements and travel expectations.
7.3 Delivery; Breach; Payment Consequences
You acknowledge that by accepting a Request you are entering into a binding agreement to provide the services for the Payment specified in the Request. Failure to timely perform the services in a professional and workmanlike manner consistent with Customer specifications may constitute a breach of the Engagement and may result in cancellation and/or non-payment, to the maximum extent permitted by applicable law.
To the extent permitted by applicable law, you are responsible for additional fees or costs incurred by the Customer that are directly caused by your breach (e.g., documented rush fees paid to replacement service providers).
7.4 Safety; SubstancesYou agree not to possess, sell, receive, or operate under the influence of illegal drugs or alcohol while performing any Engagement.
8. Independent Contractor Relationship (Core Classification Language)
Applicability. Subject to Section 2.3, this Section 8 applies only to Providers and does not apply to Applicants or Customers unless they separately qualify and act as Providers.
8.1 Independent Contractor Status
Nothing in these Terms is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Upkid and you or between any Customer and you. You acknowledge and agree that you are, and you intend to operate as, an independent contractor, not an employee.
8.2 Control and Flexibility
As an independent contractor:
- You have discretion whether, when, and how often you make yourself available;
- You decide which Requests to accept (if any);
- You control the manner and means of performing services, subject to Customer specifications and applicable law;
- Upkid does not direct, control, or supervise your performance.
8.3 No Exclusivity
Upkid does not restrict your ability to provide services for others, including competitors.
8.4 No Guaranteed Work
Upkid does not guarantee minimum Engagements, hours, or earnings.
8.5 No Benefits
You are not eligible for employee benefits from Upkid or Customers. Upkid does not withhold taxes or make unemployment/disability/workers’ compensation contributions on your behalf, except as required by law.Reclassification: If you are reclassified as an employee by a court or agency, you agree you are not entitled to retroactive benefits to the maximum extent permitted by law.
9. Taxes; Payments; Payment Processor
9.1 Taxes
You are solely responsible for all taxes arising from Payments you receive. Upkid may issue IRS Form 1099 (e.g., 1099-NEC) where required and you consent to electronic delivery.To the maximum extent permitted by law, you agree to indemnify Upkid for any tax liabilities, penalties, interest, or governmental charges incurred by Upkid that arise from your failure to timely pay required taxes on amounts paid to you through the Platform.
9.2 Payment Processing; Stripe
Payment processing services for Providers may be provided by Stripe and are subject to the Stripe Connected Account Agreement and Stripe Terms of Service (collectively, the “Stripe Services Agreement”), as may be modified by Stripe from time to time. By agreeing to these Terms or by registering as or acting as a Provider, you agree to be bound by the Stripe Services Agreement.
As a condition of enabling payment processing, you agree to provide accurate, truthful, and complete information about you and, if applicable, your business, and to keep your information current. You authorize Upkid to share your information and transaction information with Stripe and other service providers as necessary to provide payment processing, verification, fraud prevention, compliance, and related services.
You further authorize Upkid (acting through Stripe or other processors) to electronically debit and, if necessary, credit your payment account to correct erroneous debits or credits, to process refunds, chargebacks, reversals, adjustments, and other corrections consistent with applicable law and processor rules.
9.3 Timekeeping
Where the Platform requires time entries (clock-in/clock-out), such entries are used solely for Customer billing, recordkeeping, and payment processing purposes, and you agree to record start/end times accurately.
10. Confidentiality; Privacy; Policies
10.1 Confidentiality
You may receive confidential information from Upkid or Customers. You agree to protect it and use it only as necessary to perform Engagements, and not disclose it without authorization.
Exceptions. Your confidentiality obligations do not apply to information that you can prove, by clear and convincing evidence: (a) you lawfully knew prior to disclosure by Upkid or the Customer; (b) a third party rightfully disclosed to you without restriction; or (c) is or becomes generally available to the public through no fault of yours. You may also disclose confidential information to the extent required by law or court order, provided you promptly notify Upkid (unless legally prohibited) and reasonably cooperate with any lawful effort to limit the scope of disclosure.
10.2 Policy Incorporation
You agree to comply with:
Upkid Acceptable Use Policy: https://upkid.com/legal/acceptable-use-policy
Upkid Privacy Policy: https://upkid.com/legal/privacy-policy
If you participate in any Upkid promotions, incentives, surveys, or giveaways, you also agree to any applicable supplemental terms, including (as applicable):
Standard Terms and Conditions for Incentives: https://upkid.com/legal/upkid-standard-terms-and-conditions-for-incentives/
Survey Giveaway Official Rules: https://upkid.com/legal/upkid-survey-giveaway-official-rules/
10.3 Return/Deletion
Upon request or termination, you agree to return or destroy confidential information and certify compliance when requested.
11. Provider Representations; Insurance; Indemnity
11.1 Provider Representations
You represent and warrant, among other things, that:
- You have authority to enter into these Terms;
- You will comply with all applicable laws;
- You will accept only Requests you are qualified to perform;
- You remain free from Upkid’s control in how you perform services;
- Requests are outside the usual course of Upkid’s business as a technology platform.
11.2 Indemnification
You agree to indemnify and hold harmless Upkid and its affiliates, officers, directors, employees, and agents from claims arising out of your breach of these Terms or negligent/intentional acts in connection with an Engagement, to the maximum extent permitted by law.
11.3 Insurance; Trust and Safety Fee
You acknowledge you are not covered by Upkid employee insurance. You are responsible for maintaining any required insurance (including workers’ compensation or occupational accident insurance where applicable/permitted). If you do not provide required proof where permitted, Upkid may, where allowed by law, charge a Trust and Safety Fee to fund optional supplemental coverage and related support costs, as disclosed to you.
GENERAL TERMS (Apply to all users)
12. Arbitration; Class Action Waiver
12.1 Governing Law
Except for the Arbitration Provision governed by the Federal Arbitration Act, this Agreement is governed by the law of the U.S. state in which you reside (or last resided if outside the U.S.), without regard to conflict of law principles, unless a separate Customer Agreement provides otherwise for Customers.
12.2 Mandatory Binding Individual Arbitration and Class Action Waiver
You and Upkid agree that Covered Disputes will be resolved exclusively through final and binding arbitration on an individual basis.
Covered Disputes include claims arising out of or relating to: (a) these Terms; (b) the Platform; (c) your classification (if applicable) as an independent contractor; (d) payments; (e) termination; and (f) any other disputes with Upkid relating to your Platform use, except claims that cannot be arbitrated as a matter of law.
This Arbitration Provision also applies, to the maximum extent permitted by law, to Covered Disputes involving or against: (1) Upkid’s affiliates and partners (including parent companies and subsidiaries); (2) Upkid’s officers, directors, employees, and agents; (3) Upkid’s successors and assigns; (4) Customers (to the extent a dispute with a Customer relates to the Platform, services facilitated through the Platform, or Upkid’s conduct); and (5) Upkid’s service providers and vendors (to the extent a dispute with such parties relates to the Platform), including without limitation payment processors and background check/verification providers.
NO CLASS ACTIONS: YOU AND UPKID WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Class Action Waiver – Court Determination. Notwithstanding the Delegation Clause below, to the extent required by applicable law, any claim that all or part of the Class Action Waiver is unenforceable must be decided by a court of competent jurisdiction.
Delegation Clause: To the fullest extent permitted by law, the arbitrator has exclusive authority to resolve disputes regarding the interpretation, applicability, enforceability, or formation of this Arbitration Provision, except as stated above regarding the Class Action Waiver.
PAGA and Sexual Assault/Harassment Claims. This Arbitration Provision does not apply to claims that cannot be arbitrated as a matter of governing law. If applicable law provides that certain Private Attorneys General Act (“PAGA”) claims cannot be arbitrated, this Arbitration Provision will not apply to such PAGA claims. In addition, to the extent required by the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, you may elect to bring sexual assault or sexual harassment claims in court rather than arbitration.
12.3 Procedure; Notice of Dispute
Before initiating arbitration, a party must send a written Notice of Dispute describing the claim and the remedy sought. The Notice of Dispute must include: (1) the name and address of the party asserting the claim; (2) a statement of the legal and factual basis of the claim; and (3) the specific relief requested.
Notices to Upkid must be sent tolegal@upkid.comand/or by certified mail to:
Upkid, Inc. Attn: Legal Department 3450 Triumph Blvd Suite #102 Lehi, UT 84043
12.4 Rules; Location; Fees; Discovery; Motions
Arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable rules (Commercial or Employment, depending on the claim), as modified here.
- Arbitrator. One arbitrator will be selected under AAA rules. The arbitrator must be a licensed attorney or retired judge with experience in the law underlying the dispute.
- Location. Unless the parties agree otherwise, arbitration will take place in (i) the county where a Provider performed the majority of Engagements, or if none, (ii) the county of the user’s residence.
- Fees. Fees and costs will be allocated consistent with applicable law. Unless applicable law provides otherwise, Upkid will pay the arbitrator’s fees and costs; however, if you initiate arbitration, you may be responsible for the portion of fees you would be required to pay to file and maintain a comparable action in court.
- Discovery. The arbitrator may allow discovery reasonably necessary for a fair resolution, recognizing arbitration is intended to be efficient.
- Motions. The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure.
- Award. The arbitrator will issue a written decision with findings of fact and conclusions of law. Judgment on the award may be entered in any court of competent jurisdiction.
AAA Rules. AAA rules are available at https://www.adr.org/Rules.
12.5 Injunctive Relief; Administrative Agencies
Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo pending arbitration; seeking such relief does not waive the obligation to arbitrate.
Nothing in this Arbitration Provision prevents a party from filing a charge or complaint with, or obtaining relief from, an administrative agency (such as the NLRB, OSHA, EEOC, or similar state/local agencies) to the extent permitted by applicable law.
12.6 Severability
If any portion of this Arbitration Provision is found unenforceable, the remainder remains enforceable to the maximum extent permitted by law.
13. Disclaimers
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPKID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UPKID DOES NOT GUARANTEE OUTCOMES, HIRING DECISIONS, OR AVAILABILITY OF OPPORTUNITIES.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPKID WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. UPKID’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID TO UPKID IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (FOR CUSTOMERS) OR (B) PAYMENTS DUE TO YOU FOR ENGAGEMENTS YOU PERFORMED IN THE 12 MONTHS PRIOR (FOR PROVIDERS), AS APPLICABLE.
(Some jurisdictions do not allow certain limitations; in that case, limitations apply to the maximum extent permitted.)
15. Termination
Upkid may suspend or terminate your access to the Platform at any time for violations of these Terms, unlawful conduct, or conduct Upkid reasonably believes is harmful to the Platform or users. You may stop using the Platform at any time.
Provider Term Mechanic (Legacy Structure). If you are a Provider, the Provider Terms are entered into for an initial term of sixty (60) days and automatically renew for successive sixty (60)-day terms with continued Provider use of the Platform. If more than sixty (60) days pass without Provider use, your next Provider use constitutes renewal of the Provider Terms.
Sections that by their nature should survive termination (including Sections 8–16 and the Arbitration Provision) will survive.
16. Miscellaneous
16.1 Entire Agreement
These Terms, plus policies incorporated by reference and any separate Customer Agreement (if applicable), constitute the entire agreement between you and Upkid regarding the Platform.
16.2 Assignment
You may not assign these Terms without Upkid’s consent. Upkid may assign these Terms in connection with a merger, acquisition, or sale of assets.
16.3 Severability
If any provision is invalid, the remainder remains in effect.
16.4 Contact
Questions about these Terms: legal@upkid.com
16.5 Legal Process
Upkid may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal process or governmental request (“Legal Process”) that we reasonably believe to be valid. Where permitted by applicable law, we will make reasonable efforts to provide notice of such Legal Process by sending a copy to the email address associated with your account. Upkid is not responsible for losses you may incur as a result of our response to or compliance with Legal Process.
16.6 Copyright Complaints
If you believe that content on the Platform infringes your copyright, please contact Upkid at legal@upkid.com with sufficient information to allow us to investigate and, where appropriate, remove the content.
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