Effective as of August 31, 2022

This agreement (the "Agreement") is made between Truffle Time Inc., an Alberta corporation ("Truffle"), and the Child Care Provider (“Child Care Provider”, “Child Care Facility” or “CCF") as defined below.

Table of Contents

1. Overview
2. Services
3. Bookings, Modifications, Cancellations, and Refunds
4. Service Fees, Invoicing and Payment
5. Representations and Warranties
6. Term and Termination
7. General
8. Schedule "A": Child Care Facility Fees

1. Overview

Truffle provides a platform (“Platform”) which offers access to parents registered with Truffle ("Parents") to help them find childcare facilities with available spaces. Truffle provides access to this Platform and associated software services (“Services”) to Child Care Providers which helps fill vacancies for drop-in and long-term childcare services. To use the Truffle Platform and related Services, features, and functionality, you must accept the Truffle Terms of Use (available at https://truffle.ca/terms-of-use/) (“Terms of Use”), the Privacy Policy (available at https://truffle.ca/privacy-policy/) (“Privacy Policy”), and this Agreement, as they establish what you can expect from us and what we expect from you.

2. Services

2.1 Services. During the term of this Agreement (“Term”), Truffle will provide the Services to CCF, using reasonable efforts, according to the terms of this Agreement and the Terms of Use.

2.2 Use of the Services. During the Term, CCF may access and use the Services according to this Agreement and the Terms of Use. CCF understands and agrees that all childcare arrangements with Parents are agreements between those Parents and CCF and are not agreements with Truffle.

2.3 Ownership of the Services. Truffle owns and retains all rights to every part of the Services, including the Platform and all software used to provide the Services, and all related intellectual property rights. This Agreement does not grant CCF any intellectual property rights or license in or to the Services. CCF recognizes that the Services are protected by copyright and other laws.

2.4 Obligation to Not Copy the Services. In addition to CCF's other obligations to Truffle, CCF promises that it will not:

2.4.1. copy, modify or create derivative works of, or improvements to, any aspect of the Services; or

2.4.2. reverse engineer, disassemble, decompile, extract constituent parts, decode or otherwise attempt to derive or gain access to the specifications of any source code of any software or any other proprietary information or trade secrets contained in any aspect of, or relating to, the Services.

3. Bookings, Modifications, Cancellations, and Refunds

3.1 Bookings and Modifications.

3.1.1. CCF will use best efforts to provide overall information about their facility and staff and always maintain an up-to-date and accurate calendar of its vacancies for each facility, that is how many available spots a facility has on a certain date.

3.1.2. Parents will submit booking requests to CCF through the Platform, including the dates and number of children requiring care (a "Booking Request"). A Parent's payment method will be pre-authorized by Truffle at the time a Booking Request is submitted.

3.1.3. To respond to the Booking request, CCF may do one of the following options:

1. Accept the Booking Request.
2. Propose changes to the Booking Request (if it cannot accommodate what was originally requested) and respond to the Parent with pricing and alternative dates or children it is able to provide care for.
3. Decline the Booking Request
4. Ignore the booking Request.

3.1.4. If the CCF accepts a Booking Request, it is considered a "Confirmed Booking" and Truffle will charge the Parent's payment method for the full amount of the Confirmed Booking for drop-in services.

4. Service Fees, Invoicing and Payment

4.1 Fees

4.1.1. CCF will pay Truffle a monthly fee (“Subscription Fee”) for CCF’s listing on the Truffle Platform. Subscription Fees are non-refundable and will be collected by Truffle at the beginning of each month. CCF will set up automatic payment of its Subscription Fees to Truffle as per EFT Transfer. If CCF does not pay its Subscription Fees on time, the CCF’s Facilities will not be listed on the Platform (and will not be eligible for childcare placements) until CCF has paid all amounts owed to Truffle.

4.1.2. If CCF believes that Truffle has billed CCF incorrectly, CCF must contact Truffle no later than sixty (60) days after the date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. CCF may direct any such inquiries to Truffle’s customer support department.

4.1.3. Taxes are not included in the Service Fees as set out in Schedule “A”. CCF is responsible for paying all taxes or similar charges payable by CCF under this Agreement.

4.2 Reporting. Truffle will issue weekly statements to CCF through CCF’s account on the Platform, which will show, as applicable: Listing Fees payable and paid; the amount of Deposit Fees Truffle collected; the amount Truffle withheld for its portion of the CCF Booking Fees; and the remaining portion of the Deposit Fees Truffle paid out to CCF.

4.3 Risk of Exposure. CCF recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, when it accesses and uses the Services, CCF assumes those risks. Truffle offers no representation, warranty, or guarantee that CCF Data will not be exposed or disclosed through errors or the actions of third parties.

5. Representations and Warranties

5.1 Truffle Representations and Warranties. Truffle represents and warrants that it owns or has sufficient rights to provide the Services, and that it has and will maintain the authority to grant the rights granted in this Agreement.

6. Term and Termination

6.1 Term. The Term of this Agreement will begin on the date CCF is registered in the Platform and will continue on a year-to-year basis until either CCF or Truffle (the “Parties”) provides at least 30 days advance Notice to the other Party of its intention to terminate the Agreement.

6.2 Termination. This Agreement may be terminated in the following ways:

6.2.1. CCF may terminate this Agreement by providing Notice at least 30 days in advance before the end of the first calendar year of the contract.

6.2.2. Truffle may terminate this Agreement and CCF’s account for any reason by giving 30 days advance Notice via email or using other contact information CCF has provided in its account.

7. General. 

7.1 Notices. Any notice, direction or other communication relating to this Agreement must be in writing. To communicate with Truffle please use support@truffle.ca when communicating via email. Truffle will communicate with CCF using the email or mailing address information specified in the CCF Truffle account. CCF is responsible for maintaining updated contact information. If email is not an option, CCF can also redirect any queries to Truffle by postal mail, personal delivery, or courier, addressed to: Truffle Time Inc., #100, 111-5th Avenue SW, Suite 123, Calgary, Alberta T2P 1H5, Attention: Truffle Support.

7.2 Governing Law and Jurisdiction. The laws of the Province of Alberta, Canada (excluding its conflict of laws rules) exclusively apply to this Agreement. Any claim arising directly or indirectly from or relating to this Agreement must be filed and maintained in a court of competent jurisdiction in the provincial or federal courts located in Calgary, Alberta, Canada. The Parties submit to that jurisdiction and venue for all purposes.

By registering in the Platform, CCF acknowledges that it has had the opportunity to review, and that it agrees to, this User Agreement, the Terms of Use, and the Privacy Policy.

8. Schedule "A": Child Care Facility Fees

Service Fees