Boram Care – Care Professional Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Boram Care platform (“Platform”). By creating an account, completing onboarding, or providing services through the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. About Boram Care

Boram Care is a technology platform that connects families seeking postpartum and newborn care with qualified independent care professionals. Boram Care is a marketplace and administrative facilitator: it does not employ Care Professionals, direct or supervise their services, or itself provide care.

Boram Care provides Care Professionals access to:

• Client matching and referral

• Payment processing

• Administrative and platform support

These services are provided to facilitate your independent practice, not to direct or control it.

2. Definitions

Platform: The Boram Care website and app, where Clients and Care Professionals find each other.

Care Professional (CP): A postpartum or newborn care professional who has been through Boram Care’s screening and background check and works as an independent contractor.

Client: A family looking for postpartum or newborn care through the Platform.

Care Contract: Your agreement with a Client, made through the Platform. It covers the schedule, what care you provide, what it pays, and the cancellation and termination terms in Section 8.

Session: A scheduled block of time you spend providing care to a Client.

Start Date: The first date care is scheduled to begin under a Care Contract. If you and the Client agree to change it, the new date applies.

Rescheduling: You and the Client agreeing to move a Session to another date or time within the contract period. A rescheduled Session is not a cancellation and does not count toward anyone’s cancellation limits.

Late Cancellation: A Client cancellation or no-show within 48 hours of a Session.

Contract Termination Fee: What a Client owes you if a Care Contract ends early — either because they ended it without cause, or because you ended it under Section 8.4. It is 20% of the remaining contract value, up to $2,500. Section 8 covers when it applies and when it doesn’t.

Platform Penalty: A formal flag or suspension applied to a CP’s platform profile for conduct that violates these Terms or platform policies.

3. Independent Contractor Status

3.1 Nature of Relationship

You are an independent contractor, not an employee, partner, joint venturer, or agent of Boram Care. Nothing in these Terms creates or implies an employment relationship. Boram Care does not control or direct the manner, method, or means by which you provide care services.

3.2 Professional Autonomy

You retain full discretion and independent professional judgment over how you provide services, the care decisions you make within each engagement, your availability and scheduling, the tools and methods you use, and whether to accept any specific engagement.

3.3 Right to Work Elsewhere

You are free to provide services to other clients, platforms, agencies, or businesses simultaneously. You are not required to work exclusively through Boram Care and will not be penalized for maintaining other professional relationships.

3.4 Taxes, Licensing, and Insurance

As an independent contractor, you are solely responsible for reporting and paying all applicable taxes on income earned through the Platform, maintaining any professional licenses or certifications required in your jurisdiction, and obtaining and maintaining professional liability insurance. Boram Care will not withhold taxes, provide benefits, or assume responsibility for your regulatory compliance.

4. Platform Eligibility and Account

You need to meet Boram Care’s screening requirements, be legally authorized to work in the United States, and keep up any certifications or background checks we ask for. Give us accurate information during onboarding, and update your account if anything changes. Misrepresenting your credentials, certifications, experience, or background check results is grounds for immediate termination. You are responsible for what happens under your account, and you cannot share or transfer it.

5. Scope of Services

Care Professionals use the Platform to offer non-medical postpartum and newborn care support services as set out in Exhibit A. Additional services such as meal preparation or light household cleaning may be offered at your discretion and must be documented in the Care Contract.

You agree not to diagnose, treat, or prescribe for any medical condition, represent yourself as a licensed medical provider unless separately licensed, or provide care that exceeds the scope of your professional training. If you observe symptoms suggesting a medical concern, you agree to advise the Client to seek care from a licensed healthcare provider.

6. Professional Standards

We ask you to do your work professionally, ethically, and with compassion: treat Clients and their families with dignity and respect, communicate honestly, follow the law, arrive on time, and honor what your Care Contract says. We also ask you not to act in ways that would damage Boram Care’s reputation or the standing of the postpartum care profession. Boram Care may remove Care Professionals from the Platform for violating these standards.

7. Privacy and Data

Boram Care’s collection and use of your personal information is governed by the Privacy Policy at https://boramcare.com/privacy-policy/ incorporated into these Terms by reference. By using the Platform, you agree to the Privacy Policy.

8. Cancellation and Termination

These terms apply to every Care Contract once it is signed, and cover any cancellation or termination by either side from that point on.

8.1 Contract Termination Fee

If a Client terminates a Care Contract without cause on or after the date 30 days before the Start Date, they owe you a Contract Termination Fee equal to 20% of the remaining contract value, capped at $2,500. A termination before then carries no fee.

The remaining contract value is the estimated total contract value less the value of care already delivered and less any Sessions charged under Section 8.3. Care you have already delivered is billed weekly as normal and is not affected.

Boram Care charges the fee to the Client’s payment method after a termination is confirmed under Section 8.2 and passes it to you. You receive 85% of what Boram Care collects. Boram Care does not hold this amount in advance — see Section 8.6.

8.2 When No Fee Is Owed, and How That Is Decided

No Contract Termination Fee is owed to you in the following situations. These examples are illustrative, not exhaustive — a comparable situation not listed here is reviewed the same way.

The Client terminates more than 30 days before the Start Date. No fee, regardless of reason.

A safety or conduct problem. No fee is owed if you show up impaired or smelling of drugs or alcohol; are unresponsive or cannot be roused during hours you are contracted for awake care; leave the child unattended to focus on a personal device; handle the child in a way that puts them at physical risk; take anything from the home without permission; misrepresent your credentials, experience, or identity; share photos or details about the family without permission; are abusive, threatening, or harassing toward the Client or anyone in the home; ignore stated household rules after being informed of them; bring an unauthorized person into the home; or provide care outside your trained or credentialed scope.

You are not meeting the Care Contract. If you are arriving late, not performing agreed duties, or not meeting attentiveness expectations set out in the Care Contract, the Client must first raise it with you or with Boram Care. If it continues after that, they may end the Care Contract with no fee owed.

You end the Care Contract for your own reasons. No fee is owed. The one exception is an exit under Section 8.3, where three Sessions the Client cancelled remain unrescheduled — in that case the Contract Termination Fee is owed to you.

The Client ends the Care Contract after you cancel two or more Sessions in any 30-day period. No fee is owed.

Circumstances beyond anyone’s control. No fee is owed where a Force Majeure event makes continuing impossible, as set out in Section 8.5.

How this is decided. Nothing is charged to a Client, and nothing is owed to you, until the reason for termination is settled. When a Client terminates, they select a reason from a list of named categories. You are notified right away and have 2–3 days to respond if you disagree with what they selected.

• If you do not respond, or you agree, the Client’s stated reason stands and the fee applies or is waived accordingly.

• If you disagree, or the Client selected “something similar, not listed” instead of a named reason, Boram Care reviews before anything is charged.

If you end the Care Contract under Section 8.3, this works differently. The three-Session count comes from Boram Care’s cancellation and rescheduling records, not from either party’s account of what happened. The Client is notified before anything is charged and has 7 days to flag an error in the record, which Boram Care will check.

Because care takes place in a private home with no third-party observation, your own contemporaneous record is the main counterweight if a termination reason is ever disputed. Raising concerns as they happen carries more weight than raising them at the end. You may send anything you want on record to cp@boramcare.com; it is visible only to Boram Care and used only if a dispute arises.

8.3 Session Cancellations and Rescheduling

Sessions cancelled by the Client more than 48 hours before the scheduled start time are not charged to them at the time and generate no payment to you. You and the Client may reschedule any Session by mutual agreement at no cost, and there is no limit on rescheduling.

Late Cancellations are charged to the Client at the full Session rate from the first occurrence and you are paid in full. Enter Late Cancellations and no-shows as billable hours in your weekly submission.

Sessions the Client cancels and never reschedules. If a Care Contract ends — whether it completes or is terminated early — with Sessions the Client cancelled and never rescheduled, the Client owes you 20% of the value of those Sessions. Boram Care charges this after the last week of care and passes it to you on the same basis as the Contract Termination Fee. Late Cancellations are not included, since you are paid in full for those.

Before this is charged, the Client is shown the Sessions it covers and the amount, and has 7 days to flag an error in the record. The Client owes this whatever the reason the Care Contract ended, except where Force Majeure applies under Section 8.5.

This amount is separate from and in addition to any Contract Termination Fee. Together, the two cannot exceed $2,500 for a single Care Contract.

If three Sessions the Client cancelled remain unrescheduled at any time, you may end the Care Contract and the Contract Termination Fee applies. Rescheduling a Session reduces this number. You are not required to end the Care Contract and may continue it if you choose. An exit on this basis does not affect your standing on the platform.

Your own cancellations. If you cancel or fail to appear for a scheduled Session, the Client is not charged and you are not compensated for that Session. Notify both the Client and Boram Care as promptly as possible so it can be recorded. If you cancel two or more Sessions within any 30-day period, the Client may end the Care Contract with no fee owed to you. They are not required to do so. Repeated cancellations affect your standing on the platform.

8.4 Termination for Cause

The Client or Boram Care may end a Care Contract immediately, without notice, for any of the safety or conduct problems listed in Section 8.2, or for any breach of your confidentiality obligations or violation of applicable law or Boram Care’s health and safety requirements. No Contract Termination Fee is owed to you. Your platform access is suspended pending review, and the Client retains the right to leave a platform review.

You or Boram Care may end a Care Contract immediately if the Client or anyone in their home engages in abusive, threatening, or harassing conduct toward you; creates unsafe working conditions; requests services outside the scope of the Care Contract or applicable law; provides false or misleading information material to the engagement; fails to maintain a valid payment method; or violates applicable law. In that case no Contract Termination Fee is owed. No platform penalty applies to you.

You may also suspend or end a Care Contract immediately where conditions in the home pose a risk to the health or safety of the infant or postpartum parent. No fee is owed in that case and no platform penalty applies to you.

8.5 Force Majeure

If a Session cannot occur due to circumstances beyond either party’s reasonable control — including severe weather, natural disaster, power outage, public health emergency, or government-mandated restriction — it does not count toward either party’s cancellation limits and nothing is owed for it. You and the Client are encouraged to reschedule by mutual agreement at no cost.

If such an event — or serious personal hardship on the Client’s side, including a medical emergency, a NICU stay, a family loss, or something comparable — makes continuing the Care Contract impossible, either party may end it with no Contract Termination Fee owed. Nothing is owed by either party.

8.6 Payment and Collection

Amounts owed to you under this Section are owed by the Client to you. Boram Care administers billing, notification, and collection on your behalf, and is not a party to the Care Contract.

Boram Care does not hold these amounts in advance. They are charged to the Client’s payment method after a termination is confirmed and passed to you once collected. This means there is collection risk: if Boram Care cannot collect from the Client, there is nothing to pass on and you are not paid.

Where a charge fails, Boram Care will pursue it — retrying the charge, and working with the Client on a payment plan or a partial amount where that is what it takes to get you paid. Boram Care will not settle for less than the full amount without checking with you first, since the amount is owed to you. You receive 85% of whatever is collected.

9. Compensation and Payments

9.1 Rate Setting

You independently set your own hourly or session rate. Rates are established by you prior to the commencement of any engagement and reflected in the Care Contract.

9.2 Payment Processing

Boram Care processes payments on your behalf weekly for completed Sessions. You receive the full session rate as reflected in your Care Contract. Amounts owed under Section 8 are paid on the basis set out in that Section.

9.3 Payment Facilitation Only

Boram Care acts solely as a payment facilitator and does not guarantee Client payment. In the event of a payment dispute, Boram Care will make reasonable efforts to assist in resolution but does not assume financial liability for unpaid amounts.

9.4 Chargebacks and Disputes

If a Client initiates a chargeback or payment dispute, Boram Care may temporarily withhold the disputed amount pending resolution. You agree to cooperate with Boram Care in providing documentation to support dispute resolution. If you wish to dispute a payment, notify Boram Care in writing within 7 days of the charge. Boram Care will investigate and respond within 10 business days.

10. Scheduling

You may accept or decline any engagement, set your own availability, and negotiate scheduling directly with your Client. If you need to cancel a Session, notify the Client and Boram Care as promptly as possible. Repeated cancellations without reasonable notice affect your standing on the platform and may give the Client grounds to exit the engagement per Section 8.3.

11. Insurance

You agree to maintain professional liability insurance in amounts appropriate for independent postpartum and newborn care professionals for the duration of your use of the Platform. Proof of current insurance must be provided to Boram Care upon request. Failure to maintain required insurance is grounds for suspension or termination.

12. Safety and Health

You agree to comply with Boram Care’s health and safety guidelines as updated from time to time, including vaccination and health screening requirements outlined in Exhibit B. You may immediately suspend services in any engagement if you encounter unsafe working conditions, harassment or abusive conduct by a Client or household member, or conditions that pose a risk to the health or safety of the infant or postpartum parent. In such cases, notify Boram Care promptly.

13. Mandatory Reporting

Depending on the state in which you provide services, you may be designated a mandatory reporter under applicable law, with independent legal obligations to report suspected abuse or neglect of a child or vulnerable adult to the relevant authorities. These obligations are personal to you and exist independently of Boram Care. Boram Care does not assume any mandatory reporting obligation on your behalf and is not responsible for your compliance or non-compliance with such obligations.

You acknowledge that fulfilling a mandatory reporting obligation does not constitute a breach of confidentiality under these Terms.

14. Confidentiality

You agree to maintain strict confidentiality with respect to all personal, health-related, and family information shared by Clients, any sensitive information about Client households observed during services, and Boram Care’s business practices and proprietary information. You may not disclose confidential information to any third party without prior written consent, except as required by law or to fulfill a mandatory reporting obligation under Section 13. This obligation survives termination.

15. Non-Circumvention

For six (6) months following the conclusion of your last Session with a given Client facilitated through the Platform, you agree not to directly solicit or independently contract with that Client for the same or substantially similar services outside the Platform without Boram Care’s prior written consent. This applies only to Clients connected through Boram Care and does not restrict your ability to work with clients obtained through other channels. If you engage a Boram Care Client outside the Platform in violation of this Section, you agree to pay Boram Care liquidated damages equal to 25% of the estimated value of that engagement over its first six (6) months. The parties acknowledge this is a reasonable estimate of harm and not a penalty.

16. Limitation of Liability

The Platform is provided “as is.” To the fullest extent permitted by law, Boram Care is not liable for the acts or omissions of any Client, any injury or loss arising from care services, platform outages, or force majeure events. Boram Care’s total liability shall not exceed the platform fees paid by you in the three months preceding the claim.

17. Indemnification

You agree to indemnify and hold harmless Boram Care and its officers, directors, employees, and agents from any claims arising from your provision of services, breach of these Terms, misrepresentation of credentials, or violation of applicable law — except claims arising from Boram Care’s own gross negligence or willful misconduct.

18. Modifications

Boram Care may update these Terms with at least 14 days’ notice by email or platform notification. Continued use after the effective date constitutes acceptance. Section 8 is the exception: the version of Section 8 in effect when a Care Contract was signed governs that Contract for its duration, whatever later changes are made to these Terms.

19. Termination

Either party may terminate these Terms with 7 days written notice. Boram Care may terminate immediately for material breach, misrepresentation of credentials, failure to maintain required insurance, conduct posing a risk to Client safety, or violation of applicable law. Upon termination, you agree to complete any Sessions already scheduled unless doing so would be unsafe or impracticable. Confidentiality, non-circumvention, indemnification, dispute resolution obligations, and any amounts owed under Section 8 survive termination.

20. Dispute Resolution

Before any formal proceeding, you agree to contact Boram Care in writing and allow 30 days for good faith resolution. If unresolved, the parties will attempt non-binding mediation before proceeding to binding arbitration under AAA rules in New York, New York. All disputes are resolved on an individual basis; class actions are waived.

21. Governing Law

These Terms are governed by the laws of the State of New York.

22. Miscellaneous

If any provision is found unenforceable, the remainder continues in full force. These Terms, together with all Exhibits and any Care Contract, constitute the entire agreement between you and Boram Care and supersede all prior discussions. Boram Care’s failure to enforce any provision is not a waiver of its right to do so in the future. Notices may be sent by email to your registered account address or to Boram Care’s designated contact.

By clicking “I Agree” or completing the onboarding process, you confirm that you have read, understood, and agree to these Terms, including the cancellation and termination terms in Section 8 and the non-circumvention obligation in Section 15. You acknowledge that you are an independent contractor, not an employee of Boram Care; that you independently set your own rates and determine your own methods of care; that you are free to work with other clients and platforms; and that you may have independent mandatory reporting obligations under applicable law that are personal to you and not assumed by Boram Care.

Exhibit A: Services

Care Professionals may offer the following non-medical postpartum and newborn care support services through the Platform. Specific services provided in any engagement are determined by the Care Contract.

Maternal Support: postpartum recovery support, emotional support and companionship, lactation assistance (if trained and certified), education and guidance for new parents.

Newborn Care: feeding support, diapering and bathing, soothing and sleep settling.

Baby-Related Household Tasks: bottle sanitation, baby laundry, maintaining baby areas.

Optional Add-Ons (at CP discretion, documented in Care Contract): meal preparation for the postpartum parent, light general household cleaning.

Excluded Services (unless otherwise credentialed and agreed in writing): medical diagnosis, treatment, or prescription; transportation of Clients or infants; care for older siblings; full household cleaning unrelated to the baby or postpartum parent.

Exhibit B: Vaccination Requirements and Health Attestation

By using the Platform, Care Professionals attest that they have received the vaccinations required by Boram Care’s health and safety guidelines. Documentation may be requested at any time and must be provided promptly.

Required vaccinations: Tdap within the past 10 years; seasonal influenza (current season); COVID-19 primary vaccination series; other standard vaccinations or documented immunity as recommended by the CDC.

Care Professionals who decline certain vaccinations must comply with masking policies as requested by Clients. Boram Care reserves the right to impose additional requirements for Care Professionals who have not completed recommended vaccinations.