Baby List, Inc.

Effective Date: January 26, 2017

Terms of Use

These Terms of Use (“Terms”) apply to all Websites, services, software, applications, Content and Baby List Products (as defined below) (collectively, the “Services”) provided to You by Baby List, Inc. (“Babylist”). Please read them carefully. In addition to these Terms, Your access to and use of the Services are governed by the Babylist Privacy Policy, which can be found at https://www.babylist.com/privacy (the “Privacy Policy”), and which is incorporated into these Terms by reference. Please read these Terms and the Privacy Policy carefully.

These Terms govern Your use of the Services and constitute a binding agreement between You and Babylist, and are deemed accepted by You and Babylist. Your access to or use of the Services indicates Your acceptance to these Terms. If You do not accept these Terms stated here, do not use the Services. Babylist reserves the right to revise these Terms at any time, at its sole discretion, by posting an updated version to the Website. You should visit this page periodically to review the most current Terms, because they are binding on You. By continuing to access or use the Services after updated terms have been posted, You agree to be bound by the updated Terms. The Babylist Products may have additional terms and conditions that apply.

Definitions

Content” means all content contained in the Website, including all text, images, audio content, videos, designs, graphics, information, logos, downloadable content, software, and any other content contained therein and all related patents, copyrights, trademarks, service marks, intellectual property and/or other proprietary information of Babylist.

Babylist Product(s)” means and refers to any products, including without limitation the cash registry and gift cards, purchased from Babylist or third parties through the Website or any Babylist mobile application.

Post or Provide” (or any derivative thereof) means to upload, post, transmit, share, store, submit, link to or otherwise make available on the Website.

We,” “Us,” and “Our” mean and refer to Babylist and its parents, subsidiaries or affiliates.

Website” means any websites, web pages, and any subpages (including any mobile websites, web pages and subpages) under Babylist's control, whether partial or otherwise. This includes, but is not limited to, babylist.com, any subpages, and the website from which these Terms were accessed from. This also includes the Content.

You,” “Your,” and “User” mean and refer to all individuals and/or entities who are accessing or using the Website or the Services for any reason.

Eligibility and Account

If You are accepting these Terms on behalf of a company or other legal entity, You have the authority to bind that company or legal entity to these Terms. You also certify that You are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. You are responsible for ensuring that all persons who access the Website through Your internet connection are aware of these Terms and that they comply with them. This includes any person who is authorized to access Your account via Your login, and any additional logins associated with Your account. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

You must be 18 years of age or older and have a valid credit card to purchase any Babylist Products on Our Website or to create an account on Our Website. If You are under the age of 18, You agree and warrant that You have Your parent or legal guardian’s consent to access Our Website.

Some Services require You to create an account to participate in such Service. By creating an account, You represent that (i) You are over the age of 18, (ii) You are responsible for maintaining the confidentiality of Your account and password, and (iii) You accept responsibility for all activities that occur under Your account, password and any logins associated with Your account. You hereby represent that all registration information You submit is accurate, current and complete and that You are solely responsible for the accuracy of such information. You agree to update Your account information to keep it current and accurate.

You agree not to impersonate or misrepresent Your affiliation with any person or entity, including using another person’s username, password or other account information, another person’s name or likeness or provide false details, unless and only in the circumstance that You have been authorized to create a login associated with another User’s account.

Babylist reserves the right to accept or refuse Your application for an account (in Our absolute and sole discretion).

As part of the Services, We may send SMS messages to You using a short code text messaging service, for example, We may send You an SMS message to confirm Your signup when You opt in to the Service or to provide customer service. By providing Your mobile phone number and using the Services, You hereby affirmatively consent to Our use of your mobile phone number for calls and texts in order to perform and improve upon the Services. We will not assess any charges for calls or texts, but standard message charges or other charges from Your wireless carrier may apply. You may opt-out of receiving text messages from Us by modifying Your account settings on the Website or Company’s mobile application, or by emailing opt-out-texts@babylist.com.

Usage

You agree and warrant that You will not use the Services in a manner that is illegal or otherwise inconsistent with these Terms. In addition, You will not use the Services in a manner that Babylist deems, in its sole discretion, objectionable.

You agree that You will access the Services only through the interfaces provided.

You agree not to do any of the following:

  • attempt to decipher, decompile, disassemble or reverse engineer or otherwise hack the Website or any software, network or servers used to provide the Services, or to damage Our Website, services or other property in any way;
  • attempt to breach any security or authentication measures of the Website or the Services;
  • avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Babylist or any other third party to protect the Services or the Content;
  • use the Services, Your account, or communications with other Users for any commercial purpose or solicitation;
  • interfere or attempt to interfere with other Users’ use of the Services;
  • impersonate or misrepresent Your affiliation with any person;
  • violate any applicable law of regulation;
  • defame, abuse, stalk, threaten, intimidate, harass or otherwise violate the legal rights, including such person's privacy rights or rights of publicity, of any User, third parties or employee, staff or agent of Babylist;
  • do anything that could disable, damage, tamper with, impair or otherwise cause interruptions to the proper working of the Services;
  • use any robot, spider, scraper or other automated means to access, data-mine, data-crawl, scrap or index the Services in any manner;
  • send spam or any other unauthorized advertisements or solicitations through or using the Services;
  • attempt to harvest, collect or use addresses, phone numbers or email addresses or other contact information of Users without consent from such Users and Babylist;
  • solicit personal information (including social security numbers, credit card numbers and passwords) from Users;
  • provide any false personal information in Your account, create more than one account, transfer Your account or create an account for anyone other than Yourself; provided that it is allowed for You to create and have multiple logins associated with Your account;
  • offer any contest, sweepstakes, coupon or other promotion through Babylist;
  • do anything that is illegal, infringing, fraudulent, malicious or could expose Babylist or Users to harm or liability;
  • refer a friend by providing such friend’s e-mail address to Us, unless such friend is at least 18-years old;
  • allow a child under the age of 18 to provide any personal information in such child’s User Content (as defined below); or
  • attempt, encourage or facilitate any of the above.

Babylist will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Babylist may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that Babylist has no obligation to monitor Your access to or use of the Services or the Content, but has the right to do so for the purpose of operating the Services, to ensure Your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Purchases of Babylist Products on Website

Customers who purchase Babylist Products through the Website must be over the age of 18 with a valid credit card accepted by Babylist or other permitted payment method accepted by Babylist.

Availability: We cannot guarantee availability of Babylist Products, even if We show that a particular Babylist Product is available online or in stores. We may not have all Babylist Products available online or in stores and We may discontinue products at any time.

Pricing: Prices for Babylist Products may change at any time and Babylist does not provide price protection or refunds in the event of a price reduction or promotional offering unless specifically stated in the terms and conditions of that promotional offering. Babylist reserves the right to cancel an order for a Babylist Product in the event of a typographical or other error in the price listed for the Babylist Product. The price of a Babylist Product generally does not include delivery charges. We will charge taxes on Babylist Products purchased when taxes are applicable. The list price displayed for any Babylist Product generally does not include delivery charges or sales or other taxes unless specifically noted.

Delivery: Babylist shall deliver the Babylist Products that You purchase to the place of delivery designated by You. If You choose to accept any type of express courier services for shipping, then You shall pay any additional shipping fees.

Refunds and Exchanges: Any refunds or exchange of Babylist Products are subject to the restrictions and requirements set forth in Babylist’s refunds and exchange policy that is either included with Your Babylist Product at the time of purchase or posted on the Website. For the cash registry, You may cancel the cash gift and request a refund (less the handling fee) within the 5-day waiting period (refer to the section titled “Cash Registry - Canceling a Cash Gift” for more information).

Transactions: We reserve the right to refuse any order You place with Us. We may, in Our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing and/or shipping address. We reserve the right to limit or prohibit orders that, in Our sole discretion, appear to be placed by dealers, resellers, or distributors.

Risk of Loss: All items purchased from Babylist are made pursuant to a shipment contract. This means that title and the risk of loss for such items pass to You upon Our delivery to the carrier.

Warranty Information: Warranty information for Babylist Products can be found in the warranty provided by the third-party manufacturer, if any, included with Your Babylist Product. 

Payment Card Industry Data Security Standard and Related Standards and Regulations: You acknowledge that Babylist has no control over its partners, merchants, and any third party sites which appear or are linked to from the personal registries on the Website. Babylist has no knowledge and makes no representation, warranty, or guarantee that such partners, merchants, or third parties are compliant with the Payment Card Industry Data Security Standard and related standards and regulations.

Promotional Programs

From time to time, BabyList may provide certain services, programs, promotions, opportunities and contests to our Users (“Promotional Programs”), descriptions of which, if any in effect, can be found at https://www.babylist.com/promotions. We may at any time, and in Our sole discretion, change, modify, add to, supplement or delete the terms and conditions of any Promotional Program, including without limitation changing the name, fees and eligibility requirements to participate in such Promotional Program. We will endeavor to notify You of any material changes by email, but will not be liable for any failure to do so.

Our general terms and conditions for promotional offers and programs (including offers and programs where you must redeem a promotional code as part of the offer or program) that are not otherwise described or made available on the Website can be found at https://www.babylist.com/promotions.

Gift Cards

Similar to Promotional Programs, at times and under circumstances in Our sole discretion, BabyList may issue gift cards to certain Users (“Gift Cards”) that can be used solely to pay for Services and/or fees or expenses associated with the Services. Gift Cards are not replaceable if lost or stolen and have no expiration date, but in certain states, after a period of time, BabyList may be required to remit the cash associated with unused Gift Card balances to such states pursuant to their abandoned property laws. Once We have remitted such cash to a state, if someone tries to redeem the Gift Card, it may no longer be redeemed and BabyList may direct them to that state’s government instead. Gift Cards are not redeemable for cash except as required by applicable law.

If You wish to redeem Your Gift Card and You can do so under applicable law, simply send your Gift Card along with a self-addressed envelope to BabyList, Inc., Attention: Gift Cards, 825 Washington Street, Suite 237, Oakland, CA 94607. We'll verify your address, confirm that Your Gift Card balance qualifies You for redemption, and send You a check for the exact amount due in the self-addressed and stamped envelope provided by You. If We can't verify Your residency, or determine that the Gift Card is not required to be redeemed under applicable law, We'll return your Gift Card in the envelope provided. We will be unable to redeem or return Your Gift Card without a self-addressed envelope and We are not responsible for mail that doesn't arrive at the address provided. Furthermore, We cannot guarantee delivery in any way after submittal to the US Postal Service

A Gift Card cannot be combined with any other Gift Cards, gift certificates or other coupons for any given individual transaction on our Website. A Gift Card cannot be used as a credit or debit card. We reserve the right to limit quantities and usage amounts of Gift Cards purchased by any person or entity and to cancel a Gift Card if We believe that the Gift Card was obtained through fraudulent or unauthorized means. No credit card, credit line, overdraft protection, or deposit account is associated with Your Gift Card. You cannot "reload" (i.e., you cannot add value/balance to your Gift Card at this time). If a Gift Card holder's purchase exceeds the amount of that Gift Card's balance, the Gift Card holder must pay the difference by another means. We reserve the right to correct the balance of a Gift Card if We believe that a billing error has occurred, and we disclaim all liability for any such billing errors. Gift Cards and their use are subject to these Terms of Use and the Privacy Policy, and use of a Gift Card constitutes acceptance hereof. Finally, unused Gift Card balances are not transferable.

Currency

We are based in the United States and operate with US dollars as Our primary currency. We issue payments in US dollars. If You will be depositing Your gift money through our cash registry service into a non-US bank, Your bank may be assessed a currency exchange fee and/or a fee for a foreign deposit. You must consult Your bank for these details. If You are purchasing Babylist Products with a non-US credit card, You may be subject to currency exchange fees levied by Your credit card company. Any concerns about exchange fees and rates should be directed to Your credit card company or bank.

Taxation Consequences

You acknowledge that We make no claims or promises regarding any and all tax obligations or consequences that may result from Your activities on the Website or use of the Services. You shall have full responsibility for applicable taxes for all gift funds paid to or received by You. You agree to indemnify, defend and hold Us harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of, withholding taxes imposed on Us by the relevant taxing authorities with respect to any funds paid to You.

Handling Fee

We do not have a fee to sign-up and create an account. For the use of the cash registry service, there is a handling fee assessed on each cash gift amount. The handling fee consists of Our administrative fee and the credit card processing fee charged by the payment processor and the merchant bank. The handling fee is borne by the gift-giver and will be added to the total amount charged to the gift-giver at check-out. The handling fee is not refundable in the event of cancellation of the cash gift or the cash registry.

Cash Registry

Waiting Period

Once a cash gift is paid, the amount will be marked as pending during a 5-day waiting period before it is available to the User. The waiting period is for the protection of the User and Us against fraud, hackers and any other malicious conduct online.

Cash-Out

Each cash gift is available for cash-out after the waiting period. A cash-out payment will only be paid and transferred to the User who created the registry. Users can request cash-outs as often as You like, provided that each cash-out must be for the entire balance in the cash registry at the time of request.

All cash-outs are processed within 24-48 business hours of request. We manually review each cash-out request for quality control before initiating the bank transfer. It usually takes 24-48 business hours for the payment processor to process the transfer and for the funds to be available in the User’s bank account. If You do not receive the funds, it is Your responsibility to contact Us at support@babylist.com within 4 business days of the cash-out request to report that the funds have not arrived. Outside of this timeframe, it is not guaranteed that funds can be traced. We cannot commit to being able to recover the funds since We are restricted by the processes of Our payment processor and the banking system.

We reserve the right to refuse to cash-out suspicious transactions that appear to have been made fraudulently. We also reserve the right to revise the cash-out time frame (beyond the initial 5-day waiting period) on a case-by-case basis for suspicious gifts or registries.

Canceling a Cash-Out Request

You must email Us at support@babylist.com or call 1-888-827-7856 immediately, but no later than 4 hours after submitting the request, if You need to cancel a cash-out request. If We have not yet processed the request, We can cancel the cash-out request and the money will be returned to Your cash registry. If We have already processed the request, unfortunately We cannot cancel the cash-out payment.

Canceling a Cash Gift

You may cancel a cash gift and request a refund by emailing Us at support@babylist.com or calling 1-888-827-7856 prior to the expiration of the waiting period. If We receive Your cancellation request within the waiting period, We will cancel the gift amount and refund the cash amount to You in the original form of payment, less the applicable handling fee for such transaction, which is non-refundable. You are also responsible for any fees associated with processing the return. After the expiration of the waiting period, unfortunately We cannot cancel the gift or refund the payment.

Canceling the Cash Registry

The User that sets up the cash registry may cancel the registry at any time and either request a cash-out payment to such User or request a refund to be issued to the gift-givers of their respective gift amounts for any remaining balance in the cash registry. We will refund the cash amount to the gift-giver in the original form of payment, less the applicable handling fee for such transaction, which is non-refundable.

Payments

We use Stripe as Our payments processor. Sending or receiving payments for transactions made with or through the Website or Our Services is subject to Stripe’s Terms of Service (the “Stripe Terms of Service”). By agreeing to these terms, continuing to use the Services or purchasing Babylist Products, You agree to the additional terms set forth in the Stripe’s Terms of Service, as the same may be modified by Stripe from time to time. Payment processing services for the cash registry and the purchase of gift cards are also provided by Stripe and are subject to the Stripe Connected Account Agreement (the “Stripe Agreement”), which includes the Stripe Terms of Service. By agreeing to these terms or using the cash registry service or purchasing a gift card from BabyList, You agree to be bound by the Stripe Agreement, as the same may be modified by Stripe from time to time. As a condition of Babylist enabling payment processing services through Stripe, You agree to provide Us accurate and complete information about You and Your business, and You authorize Us to share such information and transaction information related to Your use of the payment processing services provided by Stripe.

Digital Millennium Copyright Act

If You are a copyright owner or a direct agent thereof and believe that any User submission or other Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Our Copyright Agent at the following address with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

Address:

Babylist, Inc.

Copyright Agent

1214 Parker Street

Berkeley, CA 94702

Email: support@babylist.com

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the material claimed to have been infringed, and enough pertinent information about the location of the material to enable Us to locate it within the site;
  • Your contact information such as an address, telephone number, and, if available, an electronic mail;
  • a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

User Content

Babylist may offer community features, such as forums, as part of the Services. You must be over the age of 18 to participate in any community features. In addition, Babylist may allow You to submit information to Babylist through forms and other manners in connection with obtaining customer support from Babylist’s help center. You may Post or Provide reviews, comments, photos, images, logos, descriptions and other content and submit suggestions, ideas, comments, questions, opinions and feedback (collectively, the “User Content”). You may not Post or Provide User Content that (i) is illegal, libelous, offensive, harmful, obscene, pornographic, threatening, defamatory or invasive of privacy, including User Content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals; (ii) exploits people in an abusive, violent or sexual manner or that promotes illegal activities or provides instructions on how to conduct illegal activities; (iii) contains software or any other material, including without limitation photos, videos or files, that violates the intellectual property rights (or rights of privacy or publicity) of any third party; or (iv) consists of or contains software viruses, political campaigning, objectionable materials, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity or otherwise Post or Provide any misleading information or User Content that You know is false or inaccurate. Babylist reserves the right (but not the obligation) to remove or edit such User Content, at its sole discretion.

If You do Post or Provide User Content, You grant Babylist a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media, including, without limitation, for troubleshooting, marketing, product development and any other commercial or non-commercial purpose in Babylist’s sole discretion, without payment or compensation to You of any kind. You grant Babylist and Our sublicensees the right to use the name that You submit in connection with such User Content, if We or they choose to use it. You represent and warrant that (i) You own or otherwise control all of the rights to the User Content that You Post or Provide; (ii) that the User Content is accurate; (iii) that use of the User Content You supply does not violate the Terms or applicable laws, rules or regulations and will not cause injury to any person or entity; and (iv) that You will indemnify Babylist for all claims resulting from User Content You supply. Babylist has the right but not the obligation to monitor and edit or remove any activity or User Content. Babylist takes no responsibility and assumes no liability for any User Content Posted or Provided by Your or any third party.

Babylist does not pre-screen, review, edit or approve any User Content. The Babylist community may flag inappropriate User Content and Babylist may, in its sole discretion, remove or disable access to any User Content.

By Posting or Providing User Content, providing registration information or otherwise sharing any information on the Website, You represent and warrant that (i) You are the owner or otherwise have the right to publicly distribute the User Content and/or other information, (ii) You have the necessary consent or authorization to Post or Provide such User Content and/or other information and (iii) such User Content and/or other information is accurate to Your knowledge. Any User Content Posted or Provided will be considered public, and Babylist will not be responsible for the actions of Users with regards to any public information.

Intellectual Property

The Services are protected under patent, copyright, trademark, and/or other laws. Subject to Your compliance with the Terms, Babylist and/or its licensors provide You with a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Services. The Services and all Content, including, without limitation, any User Content, remain the property of Babylist or its licensors and We do not transfer title to any portion of the Services to You. The compilation, collection, arrangement, or assembly of all Content is the exclusive property of Babylist and protected as well. Any code or software code that Babylist creates, generates or displays in the Services is also protected and You may not copy or adapt such code.

Unauthorized use of the Services may violate applicable laws and is strictly prohibited. You may not copy the Services or any part thereof without Babylist’s prior written authorization. Any code or software code that Babylist creates to generate or display the Services are also protected by Babylist's copyrights, and You may not copy or adapt such code.

Mobile Apps

To use Babylist’s mobile applications (the “Mobile Apps”) You must have a mobile device that is compatible with the Mobile Apps. Babylist does not warrant that the Mobile Apps will be compatible with Your mobile device. Babylist hereby grants You a non-­‐exclusive, non-­‐transferable, revocable license to use a compiled code copy of the Mobile Apps for one Babylist account on one mobile device owned or leased solely by You, for Your personal use. You acknowledge that Babylist may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that You are using on your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades.

If You use Our Mobile Apps or interact with a website that has deployed a plugin, You agree that information about You and Your use of the Services, including, but not limited to, Your device, Your mobile carrier, Your internet access provider, Your physical location, and/or web pages containing Babylist plugins that load in Your browser may be communicated to Us.

Further, by importing any of Your data through the Mobile Apps, You represent that You have authority to share the transferred data with Your mobile carrier or other access provider. In the event You change or deactivate Your mobile account, You must promptly update Your Babylist account information to ensure that Your messages are not sent to the person that acquires Your old number and failure to do so is Your responsibility. You acknowledge You are responsible for all charges and necessary permissions related to accessing Babylist through Your mobile access provider. Therefore, You should check with Your provider to find out if the Services are available and the terms for these services for Your specific mobile devices. Finally, by using any downloadable application to enable Your use of the Services, You are explicitly confirming Your acceptance of the terms of the End User License Agreement associated with the Mobile App provided at download or installation, or as may be updated from time to time.

Limited Warranty

TO THE FULLEST EXTENT POSSIBLE BY LAW, Babylist MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES OR THE Babylist PRODUCTS WILL OPERATE ERROR-FREE, BE AVAILABLE, OR THAT THE SERVICES AND Babylist’S SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, Babylist IS NOT RESPONSIBLE FOR THOSE COSTS. EXCEPT FOR ANY LIMITED WARRANTIES PROVIDED BY THIRD-PARTY MANUFACTURERS THAT ARE INCLUDED WITH YOUR Babylist PRODUCTS AT THE TIME OF PURCHASE, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND AND Babylist, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Babylist MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT IN THE SERVICES. Babylist MAKES NO WARRANTY WITH REGARD TO ANY OF THE BABYLIST PRODUCTS.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK OF USING THE SERVICES REMAINS WITH YOU AND IN NO EVENT SHALL Babylist BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST PROFITS, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION, OR FOR ANY DAMAGES TO PROPERTY OF ANY KIND OR FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE Babylist PRODUCTS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Babylist IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL Babylist’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR Babylist PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO Babylist FOR USE OF THE SERVICES AND THE AMOUNTS YOU PAID FOR THE Babylist PRODUCTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Babylist AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify, and hold harmless Babylist, its parent, subsidiaries, affiliates, and their respective officers, directors, successors, subsidiaries, contractors, technology providers, advertisers, employees and agents, from and against any claims, actions, losses, costs, liability or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) Your use of the Services, (ii) Your breach of these Terms, including Your representations and warranties herein or (iii) Your violation of any applicable laws.

Babylist reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of Babylist. Babylist will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

Term and Termination

These Terms will remain in full force and effect while You are a User of the Services. Babylist reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to suspending, disabling or terminating Your account and/or Your access to and ability to use the Services and/or any other services provided to You by Babylist, at any time for any or no reason and without any notice. Even after You are no longer a User of the Services, the provisions of these Terms will remain in effect.

You may terminate this Agreement at any time by ceasing all use of the Services. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

Miscellaneous

Privacy: See the Privacy Policy for information and notices concerning Babylist’s collection and use of Your personal information.

Removal of Your Information: If You believe Your name and/or other personally identifiable information have been used on Our Website without Your permission and You would like to have such information removed, please send Us a request by email at support@babylist.com.

Commercial Use: Any and all commercial use of the Services is expressly prohibited without the written consent of Babylist. This includes but is not limited to collecting names, information, contacting Users, lead generation, and all other commercial activities.

Third-Party Links: The Services may contain links to third-party websites. These links are provided solely as a convenience and not as an endorsement by Babylist of the contents on such third-party websites. Babylist is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If You decide to access linked third-party websites, You do so at Your own risk.

Payment Card Industry Data Security Standard and Related Standards and Regulations: You acknowledge that Babylist has no control over its partners, merchants, and any third party sites which appear or are linked to from the personal registries on the Website. Babylist has no knowledge and makes no representation, warranty, or guarantee that such partners, merchants, or third parties are compliant with the Payment Card Industry Data Security Standard and related standards and regulations.

Access Outside the United States: Babylist makes no claims that the Services may be lawfully viewed, downloaded, or accessed outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If You access the Services You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. When You access the Services You acknowledge and agree that information You provide may be transferred to a jurisdiction other than Your country of residence and that the laws, including what is determined to be “personal data and/or information,” are different and may be less protective than those applicable to You in Your country of residence. By accepting these Terms You acknowledge, agree and consent to (1) the transfer to and processing of personal information on servers located outside of the country where You reside, (2) BabyList’s collection and use of Your personal information as described in Our Privacy Policy found here and in accordance with the laws of the United States that may be different and may be less protective than those in Your country and (3) that You are taking a risk by using the Website and Services.

Governing Law: These Terms are governed by the internal substantive laws of the State of California. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within San Francisco, California. If any provision of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Babylist's failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Babylist's ability to enforce such term at any point in the future.

Dispute Resolution: In the event a dispute arises between You and Babylist, please contact Babylist. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. You and Babylist agree that any cause of action arising out of or related to the Website or the Services or these Terms must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

RIGHT TO OPT OUT OF ARBITRATION WAIVER. You may opt out of the foregoing arbitration provision of these Terms by notifying Babylist in writing within 30 days of the date You first registered for the Services or 30 days from the date these Terms were last updated. To opt out, You must send a written notification to Babylist at Babylist, Inc., 1214 Parker Street, Berkeley, CA 94702, Attention: Legal, that includes (i) Your name, account username, address, telephone number and email address, and (ii) a clear statement indicating that You do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration provision.

Additional Terms: If You purchase and/or use any mobile applications provided by Babylist or any Babylist Product, additional terms apply, in addition to these Terms.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Babylist’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Babylist’s ability to enforce such term at any point in the future.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Babylist’s prior written consent. Any attempt by You to assign or transfer these Terms without such consent will be null and of no effect. Babylist may assign or transfer these Terms, in its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Headings: Headings provided in these Terms are included for reference purposes only and are not to be given any substantive effect.

Contact Information: If there are any questions regarding Babylist or this Policy, please contact Babylist at:

Babylist, Inc.

Copyright Agent

1214 Parker Street

Berkeley, CA 94702

Email: support@babylist.com

© Babylist, Inc. 2017.