Swaddl Doula Terms of Service

These Terms of Service ("Terms") are an agreement between Swaddl LLC ("Swaddl," "we," "us") and you, a doula who creates a doula account on the Swaddl platform (the "Platform"). By creating a doula account, you accept these Terms and the Privacy Policy. If you do not accept them, do not create an account.

---

1. The Platform and Defined Terms

1.1 What Swaddl does. Swaddl operates an online marketplace that connects independent, certified doulas with families seeking postpartum and related care. Swaddl provides software, matching, scheduling tools, contract generation and electronic signature, payment collection and payout, and claim-ready statements for employer benefit programs.

1.2 What Swaddl does not do. Swaddl does not provide doula services. All care is provided by you directly to the family under your contract with that family. Swaddl is not a doula agency, an employer, a healthcare provider, or a party to that contract. Swaddl does not guarantee you any number of matches or bookings, or any level of income.

1.3 Defined terms. In these Terms:

• "Doula" means an independent doula who holds a doula account on the Platform. "You" means the Doula.
• "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 a Doula and a Family for doula services.
• "Agreement" means the Swaddl Platform Services Agreement between Swaddl and a Doula.
• "Platform Fee" means the fee described in Section 4.2.
• "Review Window" means the 48-hour period described in Section 7.

2. Eligibility and Your Account

2.1 Conditions for listing. The following are conditions of being listed on the Platform and offered to Families. They exist so that Families can rely on the Platform; they are not directions about how you practice. To hold a Doula account you must: be at least 18 years old and able to enter binding contracts; hold a current certification from DONA International or another doula certification body Swaddl recognizes; hold any state or local registration required to provide doula services in your service area; keep a current background check on file under Section 10; maintain the insurance described in the Agreement; and provide accurate, complete, and current information and keep it updated.

2.2 Application review. Swaddl reviews each application, including an interview, and may decline an application that does not meet the conditions in Section 2.1. A decision based on a background check follows the process described in Section 10.6.

2.3 Account security. You are responsible for activity under your account and for keeping your login credentials confidential. Notify Swaddl promptly of any unauthorized use.

3. Independent Contractor Relationship

You are an independent contractor. You are not an employee, partner, agent, or joint venturer of Swaddl, and nothing in these Terms creates an employment relationship. In particular:

• You decide which engagements to accept and which to decline.
• You set your own rates and your own availability.
• You control how, when, and where you provide doula services, subject only to your Care Contract with the Family.
• You may provide doula services through other platforms or directly to families, subject to Section 11.
• You are responsible for your own taxes, insurance, equipment, and business expenses.
• Swaddl does not direct the manner or means of your services, supervise your work, or evaluate your professional judgment.

Tax reporting for amounts Swaddl pays you is described in the Agreement.

4. Fees and Payment

4.1 Membership fee. Standard membership is $49 per month. Doulas in the pilot cohort pay no membership fee during the pilot and a grandfathered rate of $29 per month after the pilot ends. Membership renews monthly until you cancel. You may cancel at any time by emailing hello@swaddl.co; cancellation takes effect at the end of the current monthly period, and you are not charged for any period after that.

4.2 Platform Fee. You set your own rates. The Family is billed exactly the rate you set, and the Platform Fee is deducted from it. The Platform Fee is 15% of your rate, rounded to the nearest whole dollar, with half-dollar amounts rounded up. For example, if your rate is $65 per hour, the Family is billed $65 per hour, Swaddl's fee is $10, and you are paid $55 for every hour worked. The same fee and rounding apply to a flat birth-services fee.

4.3 Pass-through expenses. Expenses agreed in the Care Contract (for example parking, tolls, or supplies) carry no Platform Fee. The Family is billed what you spent, and you are reimbursed in full.

4.4 Payment collection. You appoint Swaddl as your limited agent solely to collect payment from Families on your behalf under each Care Contract. A Family's payment to Swaddl satisfies the Family's payment obligation to you for that amount, whether or not Swaddl has yet paid it to you. Swaddl pays you through Stripe Connect. You must complete Stripe onboarding, including identity verification, before you can be paid. Payment for a week of recorded work is released after the Family approves it or the Review Window closes, on the payout schedule published on the Platform.

4.5 Refunds and chargebacks. 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 you have earned for approved work, and bears any loss beyond those amounts.

4.6 Changes to fees. Swaddl may change the membership fee or the Platform Fee on at least 30 days' written notice. Changes apply prospectively only.

5. Employer Benefit Programs

Many Families pay for doula services through employer-sponsored benefit programs (for example Carrot Fertility, Maven, or Progyny).

• You are the provider of record for services you render on any claim submitted to a benefit program.
• Swaddl prepares claim-ready statements formatted to the program's requirements and gives them to the Family. Swaddl does not submit claims and is not a billing agent. The Family submits the claim and is reimbursed by the program directly.
• You must provide accurate certification, licensure, and tax information so the statements Swaddl prepares are correct. You are responsible for the accuracy of the service descriptions, hours, and notes you record on the Platform.
• Swaddl is not responsible for a claim denied because of inaccurate information you provided, the terms of the Family's benefit plan, or the program administrator's decisions.

6. Care Contracts, Scheduling, and Backups

6.1 The Care Contract. Each engagement is governed by a Care Contract between you and the Family. Swaddl supplies a contract form and electronic signature. The terms of care, including your rates and schedule, are yours and the Family's.

6.2 Scheduling. Your schedule with a Family, including any change to a visit, is arranged between you and that Family. Swaddl does not arrange, approve, or guarantee coverage.

6.3 Backups. If you cannot attend a visit, you either agree a change with the Family or arrange a backup doula the Family accepts. You engage and pay any backup doula yourself. Swaddl pays you for the visit as you record it and has no payment relationship with your backup. When you record a visit that another person attended, you must record that person's name.

6.4 If you stop working with a Family. If you end an engagement before it is complete, any amount the Family has paid for care not yet provided is refunded to the Family. The Family may book another doula through the Platform. Swaddl does not assign a replacement.

7. Weekly Hours and the Review Window

For hourly care, you record your hours on the Platform each week. The Family has 48 hours from submission (the "Review Window") to approve the week or flag it. If the Family does not respond within the Review Window, the week is approved.

To flag a week, the Family enters the hours it believes are correct for the visits in question. The week is returned to you. You may accept the Family's hours, or correct the week and resubmit it, which opens a new Review Window. If you accept, or if you do neither within 48 hours after the week is returned to you and have 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 you last recorded. A visit you add or record as worked after the flag is reviewed separately. Payment for a flagged week waits until the week is settled. Once a week is approved, payment for it is released and cannot be reversed.

8. Disagreements and Safety Reports

8.1 Between you and a Family. A disagreement between you and a Family, including about care, scheduling, or recorded hours, is yours and the Family's to resolve. Swaddl does not mediate or decide it.

8.2 Safety. You must notify Swaddl promptly of any incident, injury, or safety concern arising in the course of your services. Section 8.1 does not limit this obligation.

9. Professional Conduct

9.1 You agree to:

• Practice within the standards of practice and code of ethics of your certifying body, and within your scope of practice and training.
• Keep Family information confidential, and disclose it only with the Family's written consent or as required by law.
• Comply with all applicable laws, including health, safety, and mandatory-reporting laws.
• Communicate with Families about Platform bookings through Platform-supported channels, and respond to Families and to Swaddl within reasonable timeframes.

9.2 You agree not to:

• Misrepresent your certifications, experience, training, or background.
• Discriminate against a Family on the basis of any characteristic protected by federal, state, or local law.
• Solicit a Family to leave the Platform in breach of Section 11.

10. Background Checks

10.1 Before listing. Before Swaddl lists you on the Platform, you must obtain a background check on yourself from Checkr or another screening provider Swaddl accepts, and upload the page of the result that shows its date and outcome. Approval of your account is conditional on that result. The result must be clear, or be one Swaddl has reviewed and accepted under Section 10.6.

10.2 Renewal. You must obtain a new check at least every two years. If your check is more than two years old, your profile is paused for new matches until a current result is on file. Engagements already confirmed are not affected.

10.3 Scope. The background check must include, at a minimum: (i) a nationwide criminal history search; (ii) a felony and misdemeanor search in all counties of residence and employment for the preceding seven (7) years; (iii) a search of the National Sex Offender Public Registry.

10.4 Your contract with the provider. You order and pay for the background check and contract with the screening provider directly. Swaddl is not a party to that contract.

10.5 What Swaddl keeps. Swaddl reviews the result page you upload and keeps that page, its date, and its outcome. Swaddl does not keep the full report and does not verify the result with the screening provider. You authorize Swaddl to tell Families whether a current background check is on file for you and its date.

10.6 Review of a result. If a result is not clear, Swaddl reviews it individually before deciding whether to list you, and follows the notice, review, and response process that applicable law requires before declining or removing a listing on the basis of a record.

11. Non-Solicitation

For 12 months after your last Platform engagement with a Family introduced to you through Swaddl, you will not: provide paid doula services to that Family outside the Platform; refer that Family to another platform or agency; or encourage that Family to end a Platform engagement.

This restriction applies only to Families introduced to you through Swaddl. It does not restrict you from working with families you found independently or through other channels.

12. Intellectual Property

You own the content you upload (for example your bio, photos, and care notes). You grant Swaddl a worldwide, royalty-free license to display, distribute, and use that content to operate and market the Platform and to connect you with Families.

Swaddl owns the Platform, its software, its branding, and aggregated or de-identified data derived from use of the Platform.

13. Termination

13.1 By you. You may close your account at any time by emailing hello@swaddl.co. Care Contracts in progress continue until completed or ended under their own terms.

13.2 By Swaddl. Swaddl may suspend or remove your listing immediately if you breach these Terms, if a required certification or your insurance lapses, if your background check lapses or returns a result Swaddl does not accept after the review in Section 10.6, or if Swaddl receives a credible safety complaint. Swaddl may otherwise close your account on 14 days' written notice.

13.3 Effect. On termination, amounts already earned for approved work are paid on the normal schedule.

14. Disputes With Swaddl

This Section applies to claims between you and Swaddl. It does not apply to disagreements between you and a Family (Section 8).

14.1 Informal resolution first. Before starting arbitration or any other proceeding, you agree to send Swaddl a written notice describing the dispute and the relief you seek, and to attempt in good faith to resolve it for 30 days. Swaddl agrees to do the same before bringing a claim against you.

14.2 Dispute Resolution. 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.

14.3 Class action waiver. You may bring claims only in your individual capacity, and not as a plaintiff or class member in any class, consolidated, or representative action. If this waiver is found unenforceable as to a claim, that claim proceeds in court, not in arbitration.

14.4 Opt-out. You may opt out of Sections 14.2 and 14.3 by emailing hello@swaddl.co within 30 days after you first accept these Terms, stating your name and that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

14.5 Carve-outs. Either party may seek injunctive relief in court for misuse of intellectual property or breach of Section 11. Small claims court remains available for qualifying claims. Nothing in this Section prevents you from bringing a claim of sexual assault or sexual harassment in court where the law gives you that election.

15. Disclaimers and Limitation of Liability

15.1 As is. The Platform is provided "as is" and "as available," without warranties of any kind, express or implied. Swaddl does not warrant that the Platform will be uninterrupted or error-free, and does not guarantee any number of bookings, level of income, or reimbursement by any benefit program.

15.2 Your services. You are solely responsible for the services you provide and for every decision you make in providing them.

15.3 Cap. To the maximum extent permitted by law, Swaddl's total liability to you for all claims arising out of these Terms or your use of the Platform will not exceed the greater of (a) the fees you paid to Swaddl in the 12 months before the claim arose, and (b) $500.

15.4 Excluded damages. Swaddl is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost business, however arising.

15.5 Exceptions. Sections 15.3 and 15.4 do not limit liability for fraud, gross negligence, or willful misconduct, or any liability that cannot be limited under applicable law.

16. Indemnification

You 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: (a) your provision of doula services; (b) your breach of these Terms or the Agreement; (c) your violation of any law; or (d) inaccurate information you provided for a benefit claim.

17. Changes to These Terms

Swaddl may update these Terms. Material changes will be communicated by email and through the Platform at least 30 days before they take effect. Your continued use of the Platform after the effective date is acceptance of the updated Terms. A change does not apply to a dispute that arose, or of which either party gave notice under Section 14.1, before the change took effect.

18. General

18.1 Governing law. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules.

18.2 Order of precedence. The Agreement governs the commercial relationship between you and Swaddl. If these Terms and the Agreement conflict, the Agreement controls. The Care Contract governs your relationship with the Family and does not alter your obligations to Swaddl. On fees, payment collection, and the Review Window, these Terms and the Agreement control over any inconsistent term of a Care Contract.

18.3 Entire agreement. These Terms, the Privacy Policy, and the Agreement are the entire agreement between you and Swaddl about the Platform and supersede any prior understanding on that subject.

18.4 Assignment. You may not assign these Terms. Swaddl may assign them to an affiliate or to a successor in a merger, acquisition, or sale of assets.

18.5 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.

18.6 Force majeure. Swaddl is not liable for a failure or delay caused by events beyond its reasonable control, including outages of third-party services on which the Platform depends.

18.7 Electronic records and communications. You consent to receive notices, statements, tax forms, and all other communications from Swaddl electronically, at the email address and mobile number on your account, and you agree that electronic signatures and records satisfy any requirement that an agreement or notice be in writing. You may withdraw this consent, or request a paper copy, by emailing hello@swaddl.co; withdrawal may prevent you from using the Platform. Notices to Swaddl go to hello@swaddl.co.

18.8 Survival. Sections 4.5, 5, 8.2, 9.1 (confidentiality), 11, 12, 14, 15, 16, and 18 survive termination of your account.

Contact: hello@swaddl.co