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 technology platform through which Clients and Care Professionals are connected.

Care Professional (CP): A credentialed postpartum or newborn care professional who has completed Boram Care’s screening and background check process and provides services as an independent contractor.

Client: A family seeking postpartum or newborn care support through the Platform.

Care Agreement: An agreement between a CP and Client through the Platform governing the terms of a care engagement, including schedule, scope, compensation, and the cancellation policy in Section 8.

Session: A scheduled period during which a Care Professional provides services to a Client.

Rescheduling: The mutual agreement between a Client and Care Professional to move a scheduled Session to a different date or time within the contract period. A rescheduled Session is not a cancellation and does not count toward either party’s cancellation limits.

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

Retainer: An amount equal to 20% of the estimated total Care Agreement value, held by Boram Care in a designated account at the time of contract signing. Minimum $250; maximum $5,000. In cancellation or early termination scenarios, the Retainer is the source from which any amounts due to you are drawn, net of the platform fee in Section 9.2.

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 must meet Boram Care’s credentialing and screening requirements, be legally authorized to work in the United States, and maintain any certifications or background check requirements communicated by Boram Care. You agree to provide accurate information during onboarding and to promptly update your account if anything changes. Misrepresentation of credentials, certifications, experience, or background check results is grounds for immediate termination. You are responsible for all activity under your account and may not 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 Agreement.

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

You agree to perform all services professionally, ethically, and compassionately; treat Clients and their families with dignity and respect; maintain honest communication; comply with applicable laws and regulations; arrive punctually and honor all Care Agreement terms; and refrain from conduct that could harm Boram Care’s reputation or the postpartum care profession. Boram Care reserves the right to remove Care Professionals from the Platform for violations of 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 Policy

The following cancellation terms apply to all executed Care Agreements. They take effect upon signing and govern any cancellation or termination by either party from that point forward.

8.1 Client-Initiated Cancellation Before Start Date

If a Client cancels 30 or more days before the start date, the Retainer is refunded to the Client less processing fees and the deposit. You receive no payment as the contract has not begun and no sessions have been delivered.

If a Client cancels fewer than 30 days before the start date, the Retainer is non-refundable. You receive a portion of the Retainer less the applicable platform fee, as disclosed in your engagement terms. No sessions have been delivered and no deduction for delivered sessions applies.

8.2 Client-Initiated Cancellation Mid-Contract

If a Client cancels after the contract has begun, the Retainer is drawn against the value of sessions not yet delivered due to Client cancellation. Sessions already paid through weekly billing are settled and are not part of the Retainer calculation. The Retainer represents the maximum amount available to you in this scenario. The remainder is returned to the Client.

8.3 CP-Initiated Cancellation Before Start Date

If you cancel before the start date, the Client will be offered a replacement CP at no cost and the Retainer is returned to the Client in full. No sessions have been delivered and no deduction applies. A cancellation fewer than 30 days before the start date affects your standing on the platform: a first occurrence results in a formal flag on your profile; a repeat pattern may result in suspension or deprioritization in future matching.

8.4 CP-Initiated Cancellation Mid-Contract

If you cancel after the contract has begun, the Retainer is returned to the Client less any amounts due to you for Sessions already delivered per approved weekly submissions. A cancellation fewer than 30 days before the originally scheduled end date affects your standing on the platform. An exit triggered by the Client’s unlocked exit right is treated as a CP exit with cause and does not affect your standing.

8.5 Individual Session Cancellations and Rescheduling

Sessions cancelled by the Client more than 48 hours in advance are not charged and do not generate immediate payment to you. The Client and Care Professional may reschedule any Session by mutual agreement at no cost. Rescheduled Sessions are not cancellations and do not count toward either party’s cancellation limits.

If the Client cancels three or more Sessions without rescheduling, your right to terminate the Care Agreement is unlocked. Late Cancellations do not count toward this limit. You may notify Boram Care at any time thereafter to exercise this right. Upon termination, the Retainer covers the value of all undelivered sessions, including the three cancelled sessions, and the remainder is returned to the Client. You are not required to exit and may choose to continue the contract.

8.6 Late Cancellations

A Late Cancellation is any Client cancellation or no-show within 48 hours of a scheduled Session. 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. Because you are compensated for these sessions, they do not count toward the session cancellation limit in Section 8.5.

8.7 CP Session 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. You must notify both the Client and Boram Care of each cancellation as promptly as possible so it can be recorded. The parties may reschedule by mutual agreement at no cost to the Client.

If you cancel two or more Sessions within any 30-day period, the Client’s right to terminate the Care Agreement is unlocked. The Client may exercise this right at any time thereafter by notifying Boram Care. Upon termination, the Retainer is returned to the Client less any amounts due to you for Sessions already delivered. Repeated CP session cancellations affect your standing on the platform.

8.8 Termination for Cause

Boram Care or the Client may terminate a Care Agreement immediately if you engage in abusive, threatening, or harassing conduct toward the Client or any household member; arrive impaired or otherwise unfit to provide care; misrepresent credentials, experience, or identity; violate the Client’s household rules or privacy; breach confidentiality obligations; provide care outside your professional scope; or violate applicable law or Boram Care’s health and safety requirements.

Upon termination for cause attributable to you, the Retainer is returned to the Client less any amounts due to you for Sessions already delivered. Your platform access is suspended pending review.

You may terminate a Care Agreement immediately if the Client or any household member engages in abusive, threatening, or harassing conduct; the working environment poses a risk to your health or safety; conditions in the home pose a risk to the health or safety of the infant or postpartum parent; or the Client requests services outside the scope of the Care Agreement or applicable law. Upon your termination for cause, Boram Care will determine the appropriate financial treatment of the Retainer based on the circumstances. No platform penalty applies to you.

Boram Care or you may terminate a Care Agreement immediately if the Client engages in abusive, threatening, or harassing conduct toward you or any household member; creates unsafe working conditions; requests services outside the scope of the Care Agreement; provides false or misleading information material to the engagement; fails to maintain a valid payment method; or violates applicable law. Upon termination for cause attributable to the Client, you may retain the Retainer in whole or in part depending on the circumstances. Boram Care will review and determine the appropriate outcome.

8.9 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 — the Session will be rescheduled by mutual agreement at no cost. Such events do not count toward either party’s cancellation limits and do not trigger any financial consequence. If rescheduling is not possible within the contract period, the Session is treated as undelivered and no Retainer draw is triggered for that Session.

8.10 Retainer Finalization

At contract end, the Retainer is drawn against the value of any Sessions cancelled by the Client without rescheduling and disbursed to you. The remainder is returned to the Client. CP-cancelled Sessions are not included in this calculation. The Retainer is the maximum amount available to you — if uncompensated session value exceeds the Retainer balance, the difference is not recoverable through the Platform.

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 Agreement.

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 Agreement. 

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 8.7.

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 via email or platform notification. Continued use after the effective date constitutes acceptance.

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, and dispute resolution obligations 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 Agreement, 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 policy 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 Agreement.

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 Agreement): 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.