Swaddl Platform Services Agreement

This Platform Services Agreement ("Agreement") is between Swaddl LLC ("Swaddl") and the independent doula identified in the signature block (the "Doula"). It governs the Doula's use of the Swaddl platform (the "Platform") and the commercial relationship between the Doula and Swaddl. It does not govern the care the Doula provides to a family; that is set out in the Care Contract between the Doula and that family.

By signing this Agreement, the Doula agrees to its terms.

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1. Parties and Relationship

1.1 Parties. This Agreement is entered into as of the date of the Doula's signature, between Swaddl LLC, a limited liability company, and the individual identified in the signature block.

1.2 Defined terms. "Family" means the person who uses the Platform to find and book a doula, together with that person's household where the context requires. "Care Contract" means the service contract between the Doula and a Family. "Terms" means the Swaddl Doula Terms of Service, which are incorporated here by reference. "Platform Fee" and "Review Window" have the meanings given in Section 5.

1.3 Independent contractor. The Doula is an independent contractor and not an employee, partner, agent, or joint venturer of Swaddl. In particular:

• The Doula decides which engagements to accept and which to decline.
• The Doula sets the Doula's own rates on the Platform.
• The Doula controls the manner and means of the Doula's services, including the methods, sequence, and details of care.
• The Doula sets the Doula's own availability and may provide services through other platforms or directly to families.
• Families decide which doula they engage.
• Swaddl does not supervise the Doula's work, direct how care is delivered, or evaluate the Doula's professional judgment.

1.4 Taxes and licenses. The Doula is responsible for all federal, state, and local taxes, insurance, and licenses relating to the Doula's services.

2. Services Swaddl Provides

2.1 Platform services. Swaddl provides software and business services to the Doula: introductions to Families and matching, intro-call scheduling, Care Contract generation and electronic signature, invoicing, claim-ready statements for employer benefit programs (for example Carrot Fertility, Maven, and Progyny), payment collection from Families, and payouts.

2.2 What Swaddl does not provide. Swaddl does not provide doula services and is not a doula agency, an employer, or a healthcare provider. Care is provided by the Doula directly to the Family under the Care Contract.

2.3 Benefit claims. Swaddl does not submit benefit claims and is not a billing agent. Swaddl prepares a claim-ready statement and gives it to the Family. The Family submits the claim and is reimbursed by the program directly. The Doula is the provider of record for the Doula's services. Hours covered by a Family's benefit program are used within that program's rules; care beyond the covered hours is billed under the Care Contract.

3. The Doula's Platform Obligations

These are obligations to Swaddl about the Doula's use of the Platform. They are not directions about how the Doula performs care.

• Keep the Doula's profile, rates, availability, and credential documents current and accurate.
• Record completed visits and births on the Platform promptly. Recorded work is what triggers payment.
• When recording a visit that another person attended, record that person's name.
• Keep a current background check on file, as set out in the Terms.
• Notify Swaddl promptly of any incident, injury, or safety concern arising in the course of the Doula's services.

3.1 Scheduling and backups. Scheduling, including any change to a confirmed engagement, is arranged between the Doula and the Family. If the Doula cannot attend, the Doula agrees a change with the Family or arranges a backup doula the Family accepts, giving the Family at least 24 hours' notice where circumstances allow. The Doula engages and pays any backup doula. Swaddl pays the Doula for visits as the Doula records them, has no payment relationship with the backup, and does not arrange, approve, or guarantee coverage.

3.2 Disagreements with Families. A disagreement between the Doula and a Family, including about care, scheduling, or recorded hours, is theirs to resolve. Swaddl does not mediate or decide it.

3.3 Safety rescheduling. If a household discloses illness, or the Doula is unwell, the Doula may reschedule through the Platform's tools without penalty. Nothing in this Agreement requires the Doula to attend an engagement the Doula judges unsafe.

4. Professional Standards

The Doula represents that the Doula practices within the standards of practice and code of ethics of the Doula's certifying body, and does not perform clinical assessment, diagnosis, or medical procedures.

Where the Doula provides infant care, the Doula represents that the Doula follows the current American Academy of Pediatrics safe infant sleep recommendations.

5. Fees and Payment

5.1 Rates. The Doula sets the Doula's own rates: an hourly rate for postpartum work and a flat fee for birth services, as published on the Doula's profile and agreed in each Care Contract.

5.2 Platform Fee. The Family is billed exactly the rate the Doula set. Swaddl's platform fee (the "Platform Fee") is deducted from that amount. The Platform Fee is 15% of the Doula's rate, rounded to the nearest whole dollar, with half-dollar amounts rounded up. For example, at a rate of $65 per hour, the Family is billed $65 per hour, the Platform Fee is $10, and the Doula is paid $55 for every hour worked. The same fee and rounding apply to a flat birth-services fee.

5.3 Pass-through expenses. Expenses agreed in the Care Contract carry no Platform Fee and are reimbursed to the Doula in full.

5.4 Membership. Membership pricing, if any, is as published on the Platform and stated in the Terms. Membership renews monthly until the Doula cancels, which the Doula may do at any time; no fee is charged for any period after cancellation takes effect. Swaddl may change membership pricing or the Platform Fee on at least 30 days' written notice; changes apply prospectively only.

5.5 Payment collection. The Doula appoints Swaddl as the Doula's limited agent solely to collect payment from Families on the Doula's behalf under each Care Contract. A Family's payment to Swaddl satisfies the Family's payment obligation to the Doula for that amount, whether or not Swaddl has yet paid it to the Doula. Swaddl generates the Family's invoices; the Doula does not invoice the Family.

5.6 Payouts. Payouts are made by direct deposit through Stripe Connect, on the schedule Swaddl publishes on the Platform. Payment for a week of recorded work is released once the Family approves it or the 48-hour review period described in the Terms (the "Review Window") closes.

5.7 Flagged weeks. If a Family flags a week of recorded work, the week is returned to the Doula with the hours the Family believes are correct. The Doula may accept them, or correct the week and resubmit it, which opens a new Review Window. If the Doula accepts, or does neither within 48 hours after the week is returned and has not resubmitted by the next weekly settlement, the week is settled as the Family reviewed it, with the Family's hours on the visits it flagged. No visit is settled at more hours than the Family reviewed or than the Doula last recorded. A visit the Doula adds or records as worked after the flag is reviewed separately. Payment for that week waits until it is settled. If a Family disputes a charge or is entitled to a refund, the refund or loss comes from amounts the Family paid for care not yet provided. Swaddl does not deduct a Family's refund or chargeback from pay the Doula has earned for approved work, and bears any loss beyond those amounts.

5.8 Taxes. Tax information, including Form W-9 data, is collected during Stripe Connect onboarding. Swaddl is the payer of record and will issue a Form 1099-NEC annually where IRS thresholds require it, reporting the amounts actually paid to the Doula net of the Platform Fee.

6. Insurance and Indemnity

6.1 Insurance. As a condition of being listed on the Platform, the Doula maintains professional liability insurance covering all services performed, with limits no lower than the minimums Swaddl publishes on the Platform. As of this version those minimums are $1,000,000 per occurrence and $3,000,000 aggregate.

6.2 Additional Insured. Doula's professional liability policy shall name Swaddl, and its owners, officers, directors, and employees as additional insureds with respect to liability arising out of Doula's services, acts, or omissions. Doula's insurance shall be primary to, and shall not seek contribution from, any insurance or self-insurance maintained by Swaddl.

6.3 Evidence of Coverage. Before providing any services, and upon each renewal, Doula shall deliver to Swaddl a certificate of insurance together with copies of the additional insured, primary and non-contributory endorsements. Proof of coverage is uploaded to the Platform before the Doula begins services and on each renewal. A lapse pauses the Doula's profile from new matches until current proof is on file.

6.4 Indemnity. Swaddl is not liable for any act or omission of the Doula in performing services. The Doula will indemnify, defend, and hold harmless Swaddl, its affiliates, and their officers, members, employees, and agents from any claim, loss, or expense (including reasonable attorneys' fees) arising from the Doula's services or the Doula's breach of this Agreement.

7. Confidentiality

The Doula will keep confidential all Family information obtained in the course of providing services, and will disclose it only with that Family's written consent or as required by law.

8. Working With Families Met Through Swaddl

The non-solicitation terms that apply to Families introduced through the Platform are set out in the Terms and are not restated here.

9. Disputes With Swaddl

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement, and all claims, disputes, or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, and enforced in accordance with, the internal laws of the State of New York.

10. Term, Changes, and Termination

10.1 Term. This Agreement takes effect on signature and continues until terminated.

10.2 Changes. Swaddl may update this Agreement to reflect changes in its services, pricing, or applicable law, on written notice. A material change requires the Doula's acknowledgment before it takes effect. A change does not apply to a dispute that arose before it took effect.

10.3 Termination on notice. Either party may terminate this Agreement on 14 days' written notice. Engagements already confirmed with Families at the time of notice are completed, or ended with any amount the Family paid for care not yet provided refunded to the Family.

10.4 Immediate termination. Swaddl may terminate immediately, and remove the Doula's listing, on a material breach of this Agreement or conduct endangering a Family or an infant.

10.5 Effect. Amounts earned for approved work before termination are paid on the normal schedule.

11. Notices

Notices under this Agreement may be sent to Swaddl at hello@swaddl.co, and to the Doula at the email address on the Doula's Platform account. The Doula consents to receive notices, statements, and tax forms electronically, and agrees that electronic signatures and records satisfy any requirement that this Agreement or a notice be in writing.

12. General

12.1 Order of precedence. This Agreement and the Terms together govern the relationship between the Doula and Swaddl. If they conflict, this Agreement controls. The Care Contract governs the Doula's relationship with the Family and does not alter the Doula's obligations to Swaddl.

12.2 Entire agreement. This Agreement, the Terms, and the Swaddl Privacy Policy are the entire agreement between the Doula and Swaddl on their subject matter.

12.3 Assignment. The Doula may not assign this Agreement. Swaddl may assign it to an affiliate or to a successor in a merger, acquisition, or sale of assets.

12.4 Severability and waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.

12.5 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control.

12.6 Survival. Sections 2.3, 5.7, 5.8, 6.4, 7, 8, 9, 10.5, 11, and 12 survive termination.

13. Acknowledgment

By signing, the Doula acknowledges having read and understood this Agreement and agrees to its terms.