This Agreement (including the General and Specific Terms set forth below) contains all of the terms and conditions between Odd Couple Holdings, LLC ("Odd Couple Holdings") and you ("Parents/Nanny and/or any other user") and governs the use of the services offered at the PortlandNanny.com Web Site (the "Site"). Please read this Agreement before using the Site. Use of the Site constitutes an agreement to all terms and conditions in this Agreement. By using this Site, all users do hereby represent, warrant, understand, agree to and accept all terms and conditions contained herein.

General Terms

PortlandNanny.com Connects Nannies and Parents

PortlandNanny.com is a communications platform for enabling the connection between Parents seeking Nannies ("Parents") and/or Nannies seeking to provide childcare services ("Nannies"). Users do hereby represent, understand and expressly agree that Odd Couple Holdings does not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Nannies, nor of the integrity, responsibility or any of the actions whatsoever of the Parents. All users including both parent and nanny do hereby expressly agree not to hold Odd Couple Holdings (or Odd Couple Holdings's agents, assigns, representatives, advertisers or employees) liable for any instruction, advice or services delivered which originated through the Site and Odd Couple Holdings expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

Transactions

Parents may seek the services of a Nanny through the use of the Site and Nannies may submit proposals to Parents regarding their services. Once Parent has accepted the terms of the advice and/or service and payment from the Nanny and the Nanny has accepted the terms of the advice and/or payment from the Parent, there is a binding contract implicit between the Parent and the Nanny. If there are any issues concerning advice and/or service received by Parent or payment due to Nanny, Parents must deal directly with Nannies and vice/versa to resolve any disputes. Odd Couple Holdings will not be held responsible and expressly disclaims any liability whatsoever for any claims and/or controversies that may arise for any disputes between any users. By using this Site, you do hereby represent, understand, and expressly agree to hold Odd Couple Holdings harmless for any claim or controversy that may arise from any disputes between users of the Site. Odd Couple Holdings will use its "best efforts" to monitor Nanny and Parent profiles, actions, comments, and general usage of the Site and suspend privileges to any Parent or Nanny not adhering to policies of the Site. By using this Site, you do hereby agree to report any alleged improprieties of any users therein to Odd Couple Holdings immediately by notifying Odd Couple Holdings of the same via electronic correspondence at help@PortlandNanny.com

Community Areas

If the Site contains "Public Question" areas, chat areas, news groups, forums, communities and/or other message or communication facilities, Nanny and Parent do hereby expressly represent, understand and agree to use such community areas only to send and receive messages and material that are relevant and proper to the applicable forum. Any usage of the Site by any user that Odd Couple Holdings finds inappropriate and/or offensive may result in immediate suspension or revocation of the privilege to use this Site. Odd Couple Holdings reserves the right to revoke or suspend the privilege of any user to use this Site at any time and at its sole discretion whether for any reason or no reason at all. All users do hereby represent, understand, and expressly agree to the terms set forth herein.

Eligibility

Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors under the age of eighteen (18) or to anyone who may not legally work within the jurisdiction of the United States. This Site is currently available only to United States citizens and/or any individuals who are legally in the jurisdiction of the United States and may legally work within its jurisdiction. Any misstatements and/or misrepresentations regarding the age, background, experience and/or eligibility for employment in the jurisdiction of the United States of any Nannies or any other users of this Site are not the responsibility of Odd Couple Holdings. Odd Couple Holdings does hereby disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any Nannies and/or users of this Site. Users do hereby represent, understand and agree to hold Odd Couple Holdings harmless for any misstatements and/or misrepresentations made by any users of this Site.

Links and Account Information

All users including Nanny and Parent do hereby agree to be the sole, authorized user of their account. Should any user of this Site authorize any third party to use their account, user does hereby agree to supervise all usage thereof. Odd Couple Holdings has no control over the use of any user's account and expressly disclaims any liability derived therefrom. Should any user suspect that any unauthorized party may be using their account, user does hereby agree to contact Odd Couple Holdings immediately. Links from Odd Couple Holdings to other Sites on the Web do not constitute the endorsement of Odd Couple Holdings. These links are provided as an information service only. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other Sites. Such hyperlinks are provided for reference and convenience only. Odd Couple Holdings does not control such Web Sites, and is not responsible for their content. Just because Odd Couple Holdings has hyperlinks to such Web Sites does not mean that Odd Couple Holdings endorses any of the material on such Web Sites, or has any association with their operators. Users further acknowledge that use of any Web Site controlled, owned or operated by third parties is governed by the terms and conditions of use for those Web Sites, and not by Odd Couple Holdings's User Agreement and Privacy Policy. Links to external Web Sites (including external Web Sites that are framed by Odd Couple Holdings) or inclusion of advertisements do not constitute an endorsement of by Odd Couple Holdings of such Sites or the content, products, advertising and other materials presented on such Sites, but are for User's convenience. Users access them at their own risk. Odd Couple Holdings expressly disclaims any liability derived from the use and/or viewing of links that may appear on this Site. All users do hereby agree to hold Odd Couple Holdings harmless from any liability that may result from the use of links that may appear on the Site.

Coppa Compliance

Parent and Nanny should monitor children's use of the Internet. Odd Couple Holdings is intended for people 18 or over. We have also made an effort to specifically limit Odd Couple Holdings's appeal to people of age 18 or over. Odd Couple Holdings will not knowingly collect any information from children under 13. You must identify your age during the registration process. Odd Couple Holdings takes the Children's Online Privacy Protection Act of 1998 (COPPA) as well as all FTC regulations very seriously. We are also strong supporters and maintain strict compliance with the Rules and Regulations set forth thereunder. That being said, we do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this Site. Should we determine that you provide any false information to us when using this Site, your membership will be terminated immediately. For information about commercial products to assist Parents in filtering material on the Internet that Parents find harmful, see Sites with information on filtering products.

Prohibited Use

The Site and services contained herein may be used to find, select and connect with Nannies for the purpose of receiving childcare. The Site and related services may not be used by any person to recruit, solicit, or contact in any form Parents or Nannies for employment or contracting for a business not affiliated with Odd Couple Holdings without express written permission from Odd Couple Holdings. Should Odd Couple Holdings find that you violate the terms of this Paragraph or any terms stated herein, Odd Couple Holdings reserves the right to terminate your use of this Site at its sole discretion immediately.

Specific Terms and Conditions

PortlandNanny.com is only a Venue.

PortlandNanny.com is a communications platform for enabling the connection between Parent and Nanny. Odd Couple Holdings does not take part in the interaction between Parent and Nanny except to collect payments on the behalf of Parents in some instances for venue services through the Site. Odd Couple Holdings does not have control over the quality, timing or legality of services actually delivered by its Nannies and/or Parents. Odd Couple Holdings makes no representations about the suitability, reliability, timeliness, and accuracy of the childcare provided by Nannies or Parents through the Site whether in public, private or offline interactions. Due to the nature of the Internet, Odd Couple Holdings cannot confirm that each Nanny or Parent is who they claim to be, however, Odd Couple Holdings has established a forum for Nannies to provide references for Parents to check. Odd Couple Holdings does not assume any responsibility for the accuracy or reliability of this information or any information on this Site. Odd Couple Holdings does not assume and expressly disclaims any liability that may result from the use of this information.

Release

Because we are not involved in the actual contact between users, in the event that you have a dispute with one or more users, you release Odd Couple Holdings (and our offices, directors, agents, investors, subsidiaries and employees) from claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Information Provided by Users

Users are responsible for providing accurate, timely and complete information to us in connection with their registration for and use of the Site. Odd Couple Holdings is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided to us. Users represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use in public areas on the Site (including, without limitation, posting on bulletin boards or chat-collectively referred to herein as "Public Areas"). Users hereby grant Odd Couple Holdings an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they post in Public Areas. As set forth in Odd Couple Holdings's Privacy Policy, any submissions to Public Areas will be public, and Odd Couple Holdings will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.

Your Information

"Your Information" is defined as any information you provide to us or other users in the registration process, through any e-mail feature or through traditional mail. You are solely responsible for your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to your Information: your Information (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature and harmful to minors; (g) shall 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; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners or suppliers. Solely to enable Odd Couple Holdings to use the information you supply us with, so we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual;, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in your Information, in any media now known or not currently known, with respect to your Information. Odd Couple Holdings will only use your Information in accordance with our Privacy Policy.

Third Party Verification Services

Odd Couple Holdings may make available to Nannies a third party verification service ("Verification Service") which enables Parents to verify a nanny's credentials. Use of the Verification Service is voluntary. Odd Couple Holdings does not monitor in any way the information provided by such Verification Service as PortlandNanny.com is merely a conduit. Further, Odd Couple Holdings does not endorse or make any representations regarding the reliability of the Verification Service.

No Liability

Parent agrees not to hold Odd Couple Holdings, Odd Couple Holdings's agents and employees, officers, directors, or participants liable for any advice or services delivered which originated through the Site or otherwise were provided by a Nanny or Parent. Parent and Nanny release Odd Couple Holdings, Odd Couple Holdings's agents, officers, directors, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Indemnification

By agreeing to the terms of the User agreement, Users agree to indemnify, defend and hold harmless Odd Couple Holdings, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as "Odd Couple Holdings") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by Odd Couple Holdings and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content Users submit, post or transmit through the Site, or (ii) use of the Site in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. Odd Couple Holdings and affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of Odd Couple Holdings. Users further agree to hold harmless Odd Couple Holdings and Affiliates from any claim arising from a third party's use of information or materials of any kind that they post in a Public Area.

Community Areas

If the Site contains bulletin board services, chat areas, news groups, forums, communities and/or other message or communication facilities, Parent and Nanny agree to use the community areas only to send and receive messages and material that are proper and related to the particular forum. By way of example, and not as limitation, Parent and Nanny agree not to:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
• Use the Site for any purpose which is in violation of local, state, national or international law.
• Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
• Upload files that contain viruses, corrupted files, or any other similar software or Services that may damage the operation of another's computer.
• Advertise or offer to sell any goods or services for any commercial purpose on the Site which are not relevant to the services offered on the Site.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Impersonate another person or allow any other person or entity to use Parent or Nanny's identification to post or view comments.
• Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
• Download any file posted by another Nanny or Parent that Nanny or Parent knows, or reasonably should know, cannot be legally distributed through the Site.
• Restrict or inhibit any other Nanny or Parent from using and enjoying the Community areas.

Learner Information

Parent and Nanny agree that all information supplied by Parent and Nanny or any member of Parent or Nanny's household is true and accurate

Modification of the Terms of this Agreement

Odd Couple Holdings reserves the right to make changes to this Agreement from time to time. Odd Couple Holdings shall provide notice to Parents and Nannies of any substantive and/or material changes to this Agreement or any policies posted on the Site.

Term of Agreement

This Agreement will become effective immediately upon any use by all users of the Site and shall remain effective unless terminated by either party as provided hereunder. Either party may terminate this Agreement between any user by providing the other with written or email notice of such termination which shall be effective immediately upon delivery of such notice to the other party. Furthermore, Odd Couple Holdings may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of Odd Couple Holdings as posted on the Site from time to time. In the event of termination or expiration, the following sections shall survive: Term of Agreement; Ownership; Disclaimer; Limitation of Liability; Notice; and Miscellaneous.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that users see or read on the Site is owned by Odd Couple Holdings, LLC. or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Odd Couple Holdings 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. With the exception of uses allowed under the section above called "Permitted Uses," Users may not copy, download, use redesign, reconfigure, or retransmit anything from the PortlandNanny.com Site without Odd Couple Holdings's prior express written permission. Furthermore, Users are not allowed to post or distribute any material that they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations, and subject Users termination from the use of this Site or civil or criminal penalties. In addition, the Site contains material protected by the domestic and international laws of copyright, patents and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Odd Couple Holdings and/or the relevant right holder.

Notice of Trademark Rights

The service marks and trademarks PortlandNanny.com and the PortlandNanny.com logo are service marks owned by Odd Couple Holdings. Any other trademarks, service marks, logos and/or trade names appearing on the Site are the property of their respective owners. Users acknowledge the rights of Odd Couple Holdings and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner as expressly allowed by these Terms of Use.

Privacy

Odd Couple Holdings's Privacy Statement located on its Site as modified by Odd Couple Holdings from time to time shall govern any disclosure or use of Parent and Nanny's personal information.

Copyright Complaints and Copyright Agent

Odd Couple Holdings respects the intellectual property of others, and asks Users to do the same. Odd Couple Holdings is in compliance with the Digital Millennium Copyright Act. In order to protect intellectual property from misuse, we ask Users to help us. If Users believe, in good faith, that any materials on the Site infringe upon Users' copyrights, please provide Odd Couple Holdings's Copyright Agent with the following information:

1. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest; 2. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material you claim is infringed is located. Include enough information to allow Odd Couple Holdings to locate the material and explain why you think an infringement has taken place; 3. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; 4. Your address, telephone number and e-mail address; 5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and 6. A statement by you, made under penalty of perjury, that the information in your Notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Odd Couple Holdings's Copyright Agent for Notice of Claims of Copyright Infringement can be reached at the following information: by mail, General Counsel and Copyright Agent, Odd Couple Holdings, 1804 Cody Drive, Silver Spring, MD 20902, by e-mail, help@PortlandNanny.com. Odd Couple Holdings will terminate access to the Site of those who engage in repeated acts of infringement.

Limited License

Odd Couple Holdings grants Parent and Nanny a nonexclusive, revocable right to use the Site provided that Parent and Nanny do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form.

Modifications to the Site

Odd Couple Holdings reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or any content or information on the Site with or without notice to Parent or Nanny. Nannies and Parents have the same rights with regard to their self-generated content on the Site. Nanny and Parent agree that Odd Couple Holdings shall not be liable to Nanny, Parent or any third party for any modification or discontinuance of the Site.

Privacy

Odd Couple Holdings's Privacy Statement located on its Site as modified by Odd Couple Holdings from time to time shall govern any disclosure or use of Parent and Nanny's personal information. By using this Site, you do hereby represent, understand and agree that you have reviewed and agree to those terms.

Learner account, password and security

Nanny and Parent are responsible for maintaining the confidentiality of any password and account number provided by themselves or Odd Couple Holdings for accessing the Site, and are fully responsible for all activities that occur under Parent or Nanny's password or account. Parent or Nanny agrees to immediately notify Odd Couple Holdings of any unauthorized use of Parent or Nanny's password or account or any other breach of security.

No Agency

You and Odd Couple Holdings are not legally affiliated in any way by virtue of your membership or usage of Odd Couple Holdings's Site or intellectual property other than the terms and conditions stated in this User Agreement and no independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this agreement. PortlandNanny.com is not an employment service and does not serve as an employer of the Nannies that may use this Site. PortlandNanny.com is only a venue for connecting Nannies and Parents. As such, Odd Couple Holdings expressly disclaims any liability that may arise between users of its Site.

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT THE USE OF THIS SITE IS AT THE USER'S SOLE RISK. NEITHER Odd Couple Holdings NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO RESULTS OF YOUR USE OF THE INFORMATION. Odd Couple Holdings LLC AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE COMPANY AND ITS AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT THE INFORMATION PROVIDED BY USERS IS NOT DISCLOSED, ONLY TO THOSE SPECIFIED BY USERS. Odd Couple Holdings CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD Odd Couple Holdings LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED THROUGH THE SITE. THE COMPANY AND AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE.

Limitation of Liability

Under no circumstances will Odd Couple Holdings or its Affiliates be liable to Parent or Nanny for any indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement. Furthermore, the aggregate liability of Odd Couple Holdings or its Affiliates arising with respect to this Agreement and the Site will not exceed the total amounts paid by Parent in the previous twelve (12) months under this Agreement. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.

Arbitration

Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Silver Spring, Maryland and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Odd Couple Holdings may seek any interim or preliminary relief from a court of competent jurisdiction in Silver Spring, Maryland, necessary to protect the rights of property for you or Odd Couple Holdings pending the completion of arbitration.

General Provisions

Failure by Odd Couple Holdings to enforce any provision(s) of this User Agreement shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms of Use or use of the Site, other than action for a specific performance or an injunctive relief brought by Odd Couple Holdings, shall be exclusively brought in the federal, state or local courts located in Silver Spring, Maryland; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by these courts, and (ii) waive any jurisdictional, venue or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and Odd Couple Holdings with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of Odd Couple Holdings, its successors and assigns.

Miscellaneous

Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted in accordance with the laws of the State of Maryland (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur in Silver Spring, Maryland. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Odd Couple Holdings and Parent and Nanny with respect to the subject matter hereof, and Parent and Nanny have not relied upon any promises or representations by Odd Couple Holdings with respect to the subject matter except as set forth herein.