Terms of Service

Updated September 24, 2023

1. OVERVIEW

Happiest Baby, Inc., with registered address of 3115 South La Cienega Boulevard, Los Angeles, California 90016, together with its subsidiaries affiliates (collectively, “HBI” or “we”) provides certain services via our websites, including happiestbaby.com, happiestbaby.com.au, happiestbaby.co.uk, happiestbaby.eu and our sub-domains (“Website(s)”) and via our mobile applications (“App(s)”) and also offers certain products (“Products”) that contain our technology (“Product Software”) (collectively, “Services”).

These terms of service (“Terms”) govern your access to and use of our Services. This is a legal agreement between you and HBI, so please read these Terms carefully.

By accessing and using the Services (including access to the Websites and/or Apps) you intend and expressly agree to be bound by all the terms and conditions of this agreement on behalf of yourself or any party you represent in connection with the access. You represent and warrant that you are of sufficient legal age in your place of residence to use or access the Services, and that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR DISAGREE WITH ANY OF THESE TERMS, PLEASE STOP USING THE SERVICES IMMEDIATELY.

2. OTHER TERMS

These Terms govern your use of the Services. Your purchase of one of our Products is governed by the applicable Terms of Sale for such Product. We also provide a limited warranty for many of our Products ("Limited Warranty"). If there is a conflict or inconsistency between those documents and these Terms, the Terms of Sale or Limited Warranty will take precedence over these Terms. The software in our Products ("Product Software") is separately licensed and governed by the End User License Agreement (“EULA”). Again, if there is a conflict or inconsistency between the EULA and these Terms, the EULA will take precedence over these Terms.

Our Privacy Policy explains what personal information we collect, why we collect it, how we use it, the controls you have over your personal information and the procedures that we have in place to protect your privacy. HBI will not knowingly collect any personally identifiable information from children under 13.

3. ACCOUNTS

To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. All required registration information you submit must be truthful and accurate, and you must maintain the accuracy of such information, including your correct email address, so we may send you notifications and other account-related communication.

You are entirely responsible for maintaining the confidentiality of the Account login name and password that you create. You agree to use strong passwords (e.g. that contain upper and lower case letters, numbers and symbols). You are responsible for all uses of your account and login information, whether or not authorized by you. You agree to notify us as soon as you can of any unauthorized use of your Account, login information or password, and you should immediately change your password to prevent further unauthorized use. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

The individual who creates an Account is considered to be the “Owner” of the Products associated with that Account and is the “Owner” of that Account. Individuals who are authorized by the Owner to access an Owner’s Products and Services are “Authorized Users.” These Terms apply to all uses of the Services by Authorized Users. Authorized Users may have the ability to use the Services and monitor and control the Products via our App, Website or Services. Authorized Users may also have the ability to view information and content across the Owner’s Products and Services. Authorized Users are responsible for their own actions in connection with the Products and Services, but the Owner also agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner’s Account and Products and related Services. If you are an Owner, you should authorize only those individuals that you trust to access your Account, Products, and Services. If you are asked to become an Authorized User and do not wish to be bound by these Terms, please decline the invitation and do not use the Services.

4. TERM AND TERMINATION

These Terms remain in effect as long as you continue to use the Services, or until terminated in accordance with the provisions of these Terms. You may stop using HBI’s Services any time. HBI reserves the right to suspend or terminate your rights to access or use the Services at any time, with or without cause, and with or without notice provided that we will attempt to give reasonable notice of any suspension or termination). For example, HBI may suspend or terminate your use if you are not complying with these Terms, or if you are using the Services in any way that would cause HBI legal liability or disrupt others’ use of the Services. HBI may also change or remove at any time any features currently offered as part of the Services, or the Services themselves.

Upon termination, your account and right to use the Services will automatically terminate. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account. All provisions contained herein which by their nature or effect are required or intended to be observed after termination of these Terms will survive the termination and remain binding.

5. ACCESS TO SERVICES

A. Access. Subject to these Terms, HBI grants you a limited, non-transferable, non-exclusive right (without the right to sublicense) to access and use the Services by (i) using the Website in connection with, and solely for the purpose of, controlling and monitoring the Products you own or are authorized to control and monitor or otherwise accessing a Service explicitly provided by HBI for your use (the “Permitted Purpose”), and (ii) installing and using Apps solely on your own handheld mobile device and solely for the Permitted Purpose.

B. Updates. From time to time, HBI may develop bug fixes, patches, new functionality, updates, upgrades and other modifications to improve the performance of the Services and/or the Products (“Updates”). You acknowledge that some of these may cause some or all of the Services and/or Products to be unavailable for a period of time. These may be automatically installed without providing any additional notice or receiving any additional consent. By using the Products, you consent to any and all automatic Updates. If you do not want such Updates, please stop using the Services and the Product, and terminate the Account. If you do not terminate a previously created Account, you may receive Updates automatically. You may also be asked to install Updates yourself, and you agree to promptly install any Updates provided by HBI. Updates are subject to these Terms together with any additional terms that may be provided with such Updates. Your continued use of the Service and Product following such Updates is your agreement to all such additional terms.

C. Content. Certain materials may be displayed or performed in association with the Services including, but not limited to the Website, the Product, the App, text, data, books, CDs, DVDs, graphics, images, video, audio, photographs, articles, electronic art, communications programs, executable code, computer code and other materials (“Content”). Content also includes design, structure, selection, coordination, expression, “look and feel,” arrangement, layouts, pages, screens, and databases of such Content, contained in the Content, Services, and underlying technology, and any and all other copyright-protected work associated with the Services. The Content may be owned by HBI or by others, including other users of the Services or our third-party partners. Use of the Services does not confer ownership rights to the Content. Except as may be expressly granted by HBI, you may use the Content solely for your personal, non-commercial use in connection with the Services. Non-commercial use of the Content excludes the use of Content without prior written consent from HBI in connection with: (1) the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system; or (2) providing archived or cached data sets containing Content to another person or entity. We do not accept any responsibility or liability for any content posted by third parties on the Services, including content posted by you or other users. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit any Content or other proprietary rights not owned by you in any way that violates any third party right.

D. User Submissions. The Content may include information that you and other users provide us in the course of using the Services (collectively, “User Submissions”), which we may use to provide, maintain and improve the Services. You are solely responsible for all User Submissions that you upload, post, email, transmit, or otherwise disseminate in connection with the Services, or that you contribute in any manner to the Services. You represent and warrant that you have all rights necessary to do so. You hereby grant HBI a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display, reformat, modify, create derivative works of, excerpt, translate, distribute or otherwise use your User Submissions in connection with providing the Services. HBI reserves the right to remove any Content, including your User Submissions, from the Services at any time for any reason or for no reason at all.

HBI DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THE WEBSITE AND THE APP, WHETHER POSTED ON THE WEBSITE OR THE APP OR INCLUDED IN A USER PROFILE. USERS HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD HBI HARMLESS FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THE WEBSITE AND THE APP.

E. Third Party. The Services may be used in connection with other products and services, and may contain links and interfaces to, as well as content and data from, third-party websites, apps, products and services (“Other Services”). Any such links and interfaces are provided solely as a convenience to you. By accessing or using these Other Services, you are consenting to the creation of an interface with such Other Services, and agreeing that HBI may exchange information and control data with such Other Services regarding you, your Authorized Users, your Products and use of the Services, including your and your Authorized Users’ personal information, in order to enable the Other Service interface and functionality, and its use by such Other Services. Once this information is shared with the Other Services, its use will be governed by the third party’s privacy policy and not by our Privacy Policy. Moreover, use of such Other Services is governed by separate terms and conditions provided by the providers of the applicable product or service. You should review the terms of use and privacy policies of such Other Services before enabling or using them. We do not exercise control over such Other Services. We do not endorse the materials contained in Other Services and are not responsible for the performance of the Other Services. You acknowledge and agree that HBI makes no representation or warranty about the safety of any Other Services. Accordingly, HBI is not responsible for your use of any Other Service or any harm or losses arising from or relating to your use of any Other Services.

F. System Requirements. Our Services are designed to work with: (i) a working Wi-Fi® network that is positioned to communicate reliably with the Products and is connected to an always-on broadband Internet connection; (ii) a valid user account; (iii) a supported mobile smartphone with a working cellular data connection; and (iv) a working Product that is powered on. It is your responsibility to ensure that you have all required system elements and that they are compatible, up to date, and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

G. Open Source. Certain independent, third party code may be included in the Service that are subject to the GNU General Public License or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software, and you are responsible for compliance with these Terms and any applicable Open Source Notice terms on our Website.

H. Access Outside Certain Countries. Although the Website and Apps may be accessible worldwide, our Products and Services are not designed for use in all countries, and some or all of the features of the Service may not work or be appropriate for use in a particular country. To the fullest extent permitted by law, HBI accepts no responsibility or liability for any damage or loss caused by your access or use of the Services or Products in a country not specifically approved by us. You will be bound by these Terms wherever you access or use the Services.

I. Paid Services. Certain Services may be provided for a fee. You are responsible for paying all applicable fees in connection with the Services selected by you in accordance with these Terms and any applicable Terms of Sale on our Websites and Apps.

J. We shall make commercially reasonable efforts to provide adequate customer support services for the Services. Notwithstanding the foregoing, this agreement does not entitle you to any guaranteed level, availability, or turnaround time of customer support services for the Services.

6. RESTRICTIONS

The Services are provided by HBI for your personal, non-commercial use only. You agree to use the Website, the Apps and the Services only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment. You agree not to engage in any of the following (each, a “Prohibited Use”):

a) Post, upload, publish, submit or transmit any Content via our Services that: (i) infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation, or encourages any conduct that would violate, any applicable law or regulation; (iii) is harmful, fraudulent, false, misleading or deceptive; (iv) is threatening, abusive, harassing, tortious, defamatory, obscene, pornographic, vulgar, libelous, or otherwise objectionable; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances; (viii) impersonates any person or entity, including without limitation any employee or representative of HBI; (ix) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (x) attempts, in any manner, to obtain the password, account, or other security information from any other user; or (xi) is intended to perform any of the activities hereunder;

b) Use, display, mirror, frame, reformat or redistribute the Services, or any individual element within the Services, HBI’s name, any HBI trademark, logo or other proprietary information, or the layout and design of any page, form, software or output, without HBI’s express written consent;

c) License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or access the Services other than through the App, Website, Product or other method authorized by HBI;

d) Use the Services in any manner which degrades the user experience, reliability, speed, or operation of the Services, or any underlying hardware or software thereof;

e) Access, tamper with, or use non-public areas of the Services, including HBI’s computer systems, servers, networks, or the technical delivery systems of HBI’s providers;

f) Attempt to probe, scan, or test the vulnerability of any HBI Product, Service, Licensed Software, system or network or breach any security or authentication measures, or to modify, make derivative works of, disassemble, reverse engineer, decompile or otherwise attempt to gain the source code for any Product or Service in any way for any purpose, including without limitation for error correction;

g) Alter, adapt, modify, translate, make derivative works of, disassemble, reverse engineer, decompile, disassemble source code for any HBI Product or Service;

h) Attempt to: (i) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in source code for any HBI Product or Service, including without limitation any such mechanism used to restrict or control the functionality of such code or (ii) derive the underlying code, ideas, algorithms, structure or organization from such source code;

i) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by HBI or any of HBI’s providers or any other third party (including another user) to protect the Services, Licensed Software or Products;

j) Access or attempt to access the Services by means other than through the App, Website, Product or other interface that is provided by HBI;

k) Access the Services in order to build a similar or competitive offering to HBI;

l) Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product; or properties connected to the Service or Product;

m) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation using the Services or in connection with the Services;

n) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

o) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

p) Use the Services to impersonate any person or send altered, deceptive or false identifying information, or misrepresent your affiliation with any person or entity;

(q) Use robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape the Content, data or information from the Services, or otherwise use, access, or collect the Content, data or information from the Services using automated means;

(r) Use the Content or the Services for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system;

s) Violate any applicable law or regulation; or

t) Encourage or enable any other individual to do any of the foregoing.

HBI has the right to investigate violations of these Terms or conduct that affects the Services. HBI may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. Engaging in a Prohibited Use of may result in civil, criminal, and/or administrative penalties, fines, or sanctions against the user and those assisting the user

To the fullest extent allowed by law, HBI is not responsible for damage or liability caused by (i) use of the Products and Services for purposes other than for which the Products and Services are designed or intended, or use in extreme temperature, humidity or other environmental conditions, or use of the Products or Services in violation of written instructions provided by HBI (which may be provided at the time of purchase or on our Website), (ii) normal wear and tear or aging, or improper repair, operation or maintenance or connections to improper voltage supply or, to the extent allowed by law, attempted repair by anyone other than a facility authorized by HBI to service your Product. THE FOREGOING EXCEPTIONS DO NOT APPLY TO HBI’S OWN NEGLIGENCE, RECKLESSNESS OR INTENTIONAL CONDUCT.

7. LIMITATION OF SERVICES

a) Availability. While we aim for our Services to be highly reliable and available, we do not guarantee that they will be reliable or available 100% of the time. The Services are subject to interruptions and failures for a variety of reasons beyond HBI’s control, including but not limited to Wi-Fi® network intermittency, broadband Internet service provider uptime, mobile Internet service provider uptime, reliability of mobile smartphone notifications (such as “push” notifications), and/or reliability of other third-party products and services to which our Services or Products may be integrated with. You acknowledge these limitations and agree that HBI is not responsible for any damages allegedly caused by the failure or delay of the Services. Furthermore, Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. To the fullest extent permitted by law you agree that you will not be entitled to any refund or rebate for such suspensions. Notwithstanding anything to the contrary in this agreement, we may temporarily suspend access to the Services provided to you and any other third-party for security purposes, to prevent illegal or fraudulent activity, to comply with the requests of any legal agency or government entity, or if you violate this agreement.

b) Privacy. Please review the Privacy Policy for information regarding the data that HBI may collect from users of the Products and Services, including any Content or User Submissions. HBI cares about the integrity and security of your personal information. However, HBI cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. To the fullest extent permitted by law you acknowledge that you provide your personal information at your own risk.

c) No Medical Advice. Our Products or Services (with or without any third-party product or service) or the information provided by HBI is not intended to offer or be a substitute for medical advice, diagnosis, or treatment. You understand and acknowledge that our Products or Services will not dispatch emergency authorities in the event of an emergency. Nothing stated or posted on the Website is intended to be the practice of medicine and is provided for informational purposes only. If you have an emergency or a medical concern, it is your responsibility to seek medical assistance.

d) Content. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and to the fullest extent permitted by law you hereby release us from all liability for you having acquired or not acquired Content through the Services.

e) App Providers. You acknowledge and agree that the availability of the Apps is dependent on third-party websites from which you download the Apps (e.g., the App Store from Apple® or the Google Play Store from Google® – respectively an “App Provider”). You agree that: (i) these Terms are agreed upon between you and HBI, and not with the App Provider, and HBI (not the App Provider) is solely responsible for the App; (ii) the App Provider has no obligation to furnish any maintenance and support services with respect to the App; (iii) in the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider may refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. As between the App Provider and HBI, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the App to conform to any warranty will be the sole responsibility of HBI; (iv) the App Provider is not responsible for addressing any claims that you or any third party may have relating to the App or your possession or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation; (v) in the event of any third-party claim that the App or your possession or use of that App infringes a third party’s intellectual property rights, as between App Provider and HBI, HBI will be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms; (vi) the App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App and that, upon your acceptance of these Terms, the App Provider will have the right to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof; (vii) to the extent the terms and conditions for the App provided by the App Provider (“App Terms”) are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms or any applicable EULA, the more restrictive or conflicting terms and conditions in these Terms and/or the EULA shall apply.

f) Compliance with Law. Data protection and privacy laws where you live may impose certain responsibilities on you and your use of the Products and Services. You agree that you (and not HBI) are responsible for ensuring that you comply with any applicable laws when you use the Products and Services, including but not limited to (i) any laws relating to the recording or sharing of video or audio content obtained through the Services that includes third parties, or (ii) any laws requiring notice to or consent of third parties with respect to your use of HBI Products.

g) Third-Party Website Links and Referrals. The Websites may contain links to other websites operated by third parties (“Third-Party Websites”) and referrals to third-party vendors (“Referred Vendors”). Such Third-Party Websites and Referred Vendors are not under our control. HBI provides these links and referrals solely for your convenience and does not make any representations with respect to such Third-Party Websites or Referred Vendors. Your use of these Third-Party Websites is at your own risk.

h) Release Regarding Third Parties. HBI is not responsible for third parties or their products and services, including Other Services, Third-Party Websites and Referred Vendors. HBI hereby disclaims and to the fullest extent permitted by law you hereby discharge, waive and release HBI and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND SIMILAR PROVISIONS IN OTHER JURISDICTIONS) IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING RELEASE DOES NOT APPLY TO HBI’S OWN NEGLIGENCE, RECKLESSNESS OR INTENTIONAL CONDUCT.

8. PAYMENT AND FEES

Paid Services include the Services, which may be one-time purchases or automatically renewing subscription services (“Paid Services”). We may make changes to, suspend, or discontinue Paid Services at any time for any reason, and we reserve the sole discretion to determine which Services or portions thereof require payment.

You agree to pay all applicable fees for Paid Services including, without exclusion, any monthly subscription fees, user fees, and offering fees and any other fees, charges, or costs that you agree to purchase as part of the Paid Services during the checkout process (“Fees”). You agree to pay all Fees and all applicable taxes incurred prior to termination or cancellation of the Agreement.

You authorize HBI to charge your designated payment method for Paid Services. By providing an acceptable payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize HBI or our third-party payment processor to charge your payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Paid Service may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you provide in order to proceed with your use of the Service. If you accept a promotional offer or make changes to your Paid Services, the Fees, taxes, and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. You authorize HBI or our third-party payment processor to charge your payment method for the corresponding amount. Refunds will not be issued unless required by law. This payment obligation shall survive termination or cancellation of this Agreement for any reason whatsoever.

9. SUBSCRIPTIONS

Certain Paid Services may be offered on subscription basis. Your subscription term may vary (“Subscription Term(s)”), as described in the course of purchasing the Paid Services. Your subscription will auto-renew for additional Subscription Terms until your subscription is cancelled by you, or suspended or terminated by HBI. Unless otherwise indicated by HBI, your designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the subscription fee plus any applicable taxes and other charges. Before charging you for a Subscription Term, HBI will notify you of the applicable fees, and the renewal will occur at the price then in effect for the Paid Service.

You may cancel your subscription at any time. Your cancellation of HBI’s digital services Subscription will become effective at the end of the current Subscription Term. Your cancellation of HBI’s Product rentals will become effective when you ship the rented Product back to HBI, as described in the course of renting the Products. Cancellation does not entitle you to the refund of any previously paid Fees or a refund for the remainder of the Subscription Term. At any time for any reason, HBI may provide a refund, discount, or other consideration (“credits”) to some or all users. The amount and form of such credits, and the decision to provide them, are at HBI’a sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate HBI to provide credits in the future.

From time to time, HBI may offer free trials of certain Subscriptions for specified periods of time without payment. Prior to starting your free trial, HBI will notify you of the applicable Subscription fees that will be charged at the expiration of your free trial. Unless you cancel your Subscription prior to the end of your free trial, when your free trial ends, HBI or our third-party payment processor will bill your designated payment method on a recurring basis for your Subscription fee, plus any applicable taxes and other charges, for as long as your Subscription continues. You must cancel your Subscription before the end of your free trial period to avoid any charges following instructions provided by HBI.

Your payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for payment of Fees, which are described in more detail during checkout. All Fees billed on a recurring basis are due immediately upon receipt and are subject to change. You acknowledge that Fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Fees shall be charged or debited from the saved, designated payment method you provide to HBI.

In the event that you have not used the Services for six (6) months or longer following purchase or receipt of a Product during a free trial, we reserve the right to terminate your subscription, cancel any pending purchase(s), and refund you the purchase price of the Product only. You will not be entitled to a refund for the value of the Subscription during the free trial.

We reserve the right to adjust the Fees for our Paid Services, or any features or parts of our Paid Services, at any time. You acknowledge that Happiest Baby may change the Fees for Paid Services at any time. In the event of such a change, we will provide notice to you via the email address associated with your account at least thirty (30) days in advance of the effective date of the change. Your continued use of the Services indicates your acceptance of any changes to the Fees. You are solely responsible and will be charged for all applicable taxes.

10. OWNERSHIP AND INTELLECTUAL PROPERTY

You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Licensed Software, and Services (including the Website and Apps) are owned by HBI or its affiliates and/or licensors. Your possession, access, and use of the Product, Licensed Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. HBI and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services and Licensed Software are licensed to you, not sold, under these Terms. Except as expressly set forth in these Terms, these Terms do not grant you any right, title, or interest in the Services or any Content.

You may not use Content you obtain from our Services in any public or commercial way, nor may you copy or incorporate any of the Content into any other work, including your own website without our prior written consent.

If you provide any communications or materials to HBI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. Happiest Baby may use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. By uploading or otherwise providing any Feedback, you hereby grant HBI and its designees, the unlimited, irrevocable, perpetual right to reuse, redistribute, modify and create derivative works from such items for any purpose and in any media without compensation or attribution, and you warrant that all “moral rights” in uploaded materials have been waived. You further grant HBI and our designees the right in our discretion to use any name or biographical information that you submit in connection with your Feedback.

11. INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold HBI, its officers, directors, employees, affiliates, agents, licensors, and suppliers, harmless from and against any damages, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) your or your Authorized Users’ use of Products, Website, App, any other Services or Licensed Software, including without limitation your negligence and willful misconduct, (ii) your or your Authorized Users’ violation of law or third party right, (iii) any User Submissions or feedback you provide; (iv) your or your Authorized Users’ violation of these Terms; or (v) your use or reliance upon Other Services, Third-Party Websites or Referred Vendors. THIS INDEMNIFICATION SECTION DOES NOT APPLY TO HBI’S OWN NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL CONDUCT. HBI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify HBI and you agree to cooperate with HBI’s defense of such claims. You agree not to settle any such claim without HBI’s prior written consent. This indemnification and defense obligation will survive these Terms of Service and your use of the Services.

12. WARRANTY DISCLAIMERS

a) The warranty for the Product and Licensed Software, if any, are set forth in the applicable Limited Warranty and the EULA, respectively.

b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS”, “WHERE IS” AND “AS AVAILABLE.” HBI AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

c) HBI AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HBI OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

d) HBI MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND HBI WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. HBI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

e) HBI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE (INCLUDING THOSE FROM OTHER SERVICES, THIRD PARTIES OR REFERRED VENDORS), AND HBI WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.

f) WHEN YOU INVITE AUTHORIZED USERS OR OTHER THIRD PARTIES TO USE YOUR PRODUCTS OR SERVICE, YOU ASSUME ALL RESPONSIBILITY FOR THEIR USE, AND ANY DAMAGES THAT THEY MAY CAUSE TO YOU, HBI, OR ANY THIRD PARTY.

13. LIMITATION OF LIABILITY

13.1 U.S., Canada and Australia Residents Only. If you reside in the United States, Canada or Australia, this Section 13.1 applies to you instead of Section 13.2.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT SHALL HBI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, REVENUE OR DIMINUTION IN VALUE) DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS OR SERVICES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN WARNED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, HBI’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PRODUCTS OR SERVICES SHALL BE MORE THAN THE GREATER OF $100, OR THE AMOUNTS PAID BY YOU TO US OR OUR AUTHORIZED RESELLER FOR THE PAST TWELVE MONTHS OF THE SERVICES IN QUESTION. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. TO THE FULLEST EXTENT BY LAW HBI WILL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT OR YOUR RELIANCE THERETO, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.

13.2 EEA and UK Residents Only. If you reside in the European Economic Area or the United Kingdom, this Section 13.2 applies to you instead of Section 13.1.

Nothing in these Terms shall exclude or limit (a) any person's liability for death or personal injury caused by negligence or (b) liability for fraud. Nothing in these Terms is intended to affect your legal rights as a consumer.

HBI will not be liable to you for any losses or damages suffered by you that: (i) were not reasonably foreseeable by you and us at the time you accepted these Terms (loss or damage is reasonably foreseeable if either it is obvious at the time you accepted these Terms that it may happen or, both you and we knew it might happen, for example, if you and we discussed it); or (ii) are not caused by us breaking a term of these Terms, or any other failure by us.

14. DISPUTE RESOLUTION, AGREEMENT TO ARBITRATE AND GOVERNING LAW

As a consumer, you will benefit from any mandatory provisions of the law of the country in which you reside.  Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION ON PARTICIPATION IN CLASS ACTION LAWSUITS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS BELOW MAY NOT APPLY TO YOU.

14.1 U.S. and Canada Residents Only. If you reside in the United States or Canada, this Section 14.1 applies to you instead of Sections 14.2 or 14.3.

YOU AND HBI HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. HOWEVER, HBI WILL NOT INVOKE ITS RIGHT TO ARBITRATE ANY INDIVIDUAL CLAIM THAT YOU BRING IN SMALL CLAIMS COURT, AS LONG AS IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM.

(a) Dispute Resolution. The dispute resolution process consists of: (1) an informal negotiation with HBI’s customer service team; and, if the dispute remains unresolved, (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this section). The Consumer Arbitration Rules provide, among other things:

o Claims can be filed with AAA online at www.adr.org;
o Arbitrators must be neutral and no party may unilaterally select an arbitrator;
o Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
o Parties retain the right to seek relief in small claims court for certain claims, at their option;
o The initial filing fee for the consumer is capped at $200;
o The consumer can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
o The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

(b) Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and HBI each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. HBI will contact you at the email address you have provided; you can contact HBI’s customer service team by emailing customercare@happiestbaby.com. If after a good faith effort to negotiate one of us feels the dispute cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. To initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

(c) Agreement to Arbitrate. You and HBI agree that any dispute, claim or controversy arising out of or relating to this Agreement, your relationship with HBI or your use of the Product or any HBI’s services (collectively, “Disputes”) will be settled by binding arbitration (“Arbitration Agreement”) before a single arbitrator. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, the arbitrator will decide that issue.

(d) Exceptions to Arbitration Agreement. You and HBI each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights and (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

(e) Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (“AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

(f) Modification to AAA Rules - Arbitration Hearing/Location. If you reside in the United States, the place of arbitration shall be Los Angeles, with sufficient video conferencing facilities such that you can fully deal with the arbitration proceedings without the necessity to be physically present in Los Angeles. If you reside in Canada, the place of arbitration shall be Toronto, with sufficient video conferencing facilities such that you can fully deal with the arbitration proceedings without the necessity to be physically present in Toronto.

You and HBI each agree that for any claim or counterclaim under $25,000, arbitration shall be conducted solely by the submission of documents to the arbitrator.

(g) Modification of AAA Rules - Attorney’s Fees and Costs. HBI will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, HBI agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

(h) Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

(i) Jury Trial Waiver. You and HBI acknowledge and agree that by accepting these Terms we are each waiving the right to a trial by jury as to all arbitrable disputes.

(j) No Class Actions or Representative Proceedings. You and HBI acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all disputes between us. Further, unless you and HBI both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this Subsection is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

(k) Severability. Except as provided herein, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(l) Changes. Notwithstanding anything to the contrary in this Agreement, if HBI changes this Section 14 (“Dispute Resolution, Agreement to Arbitrate and Governing Law”) after the date you last accepted this Agreement (or accepted any subsequent changes to it), you may reject any such change by sending HBI written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date below. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and HBI in accordance with the provisions of this Section 14 in effect on the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

(m) Survival. Except as provided herein, this Section 14 will survive any termination of this Agreement and will continue to apply even if you stop using the Product or Services.

(n) Choice of Law for U.S. residents. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws principles. Subject to the Agreement to Arbitrate provision above, you and HBI each irrevocably consents to bring any action arising under or relating to these Terms in the federal or state courts in Los Angeles, California. Each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.

(o)  Choice of Law for Canada residents. These Terms governed by the laws of the Province of Ontario without regard to its conflicts of law principles and the applicable federal laws of Canada.  Subject to the Agreement to Arbitrate provision above, you and HBI each irrevocably consents to bring any action arising under or relating to these Terms in the Courts of the Province of Ontario. Each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.

14.2 EEA and UK Residents Only. If you reside in the European Economic Area or the United Kingdom, this Section 14.2 applies to you instead of Sections 14.1 or 14.3.

These Terms, their subject matter and formation, are governed by English law. However, if you are a consumer and resident of any EEA country you will benefit from mandatory provisions of, and legal rights available to you under, the laws of that country. For example, English law governs this contract but French consumers cannot be deprived of French law rules and German consumers cannot be deprived of German law rules. Nothing in these Terms affects your rights as a consumer to rely on these local law mandatory provisions and legal rights.

You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a consumer and resident of any other country you and we may also bring proceedings in that country, including, for example, for French consumers, in front of the competent French courts and for German consumers, in front of the competent German courts.

14.3 Australia Residents Only. If you reside in Australia, this Section 14.3 applies to you instead of Sections 14.1 and 14.2.

These Terms governed by the laws of Victoria (excluding its conflicts of law rules) and the applicable federal laws of Australia. To the fullest extent permitted by law, parties submit to the Courts of Victoria for any disputes arising under these Terms and agree to waive any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.

All disputes arising under these Terms shall be resolved by final and binding arbitration before a single arbitrator, in accordance with and subject to the Resolution Institute Arbitration Rules. The place of arbitration shall be Melbourne, with sufficient video conferencing facilities such that you can fully deal with the arbitration proceedings without the necessity to be physically present in Melbourne.

YOU AND HBI HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. HOWEVER, HBI WILL NOT INVOKE ITS RIGHT TO ARBITRATE ANY INDIVIDUAL CLAIM THAT YOU BRING IN SMALL CLAIMS COURT, AS LONG AS IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM.

The arbitrator shall have exclusive authority to resolve any arbitrability issues including any dispute over these Terms or this arbitration provision’s scope, application, meaning and enforceability.  The arbitrator shall be empowered to grant whatever relief would be available in court, including without limitation preliminary relief, injunctive relief and specific performance. Any award of the arbitrator shall be final and binding immediately when rendered, and judgment on the award may be entered in any court of competent jurisdiction. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed and the remaining arbitration terms shall be enforced. HBI will be responsible for paying any individual consumer's arbitration/arbitrator fees. Notwithstanding the foregoing, HBI may apply to any relevant government agency or any court of competent jurisdiction to preserve its rights under these Terms and to obtain any injunctive or preliminary relief, or any award of specific performance, to which it may be entitled; provided, however, that no such authority shall have the right or power to render a judgment or award (or to enjoin the rendering of an arbitral award) for damages that may be due to or from either party under these Terms, which right and power shall be reserved exclusively to an arbitration proceeding in accordance herewith.

15. COPYRIGHT POLICY

Happiest Baby respects the intellectual property rights of others, and it is HBI’s policy to expeditiously process and review notices of claimed infringement of copyright or other applicable intellectual property laws.

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address; (v) 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 (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Happiest Baby, Inc., 3115 South La Cienega Boulevard, Los Angeles, California 90016, tel: 310-476-4440, fax: 310-476-4401, email: legal@happiestbaby.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to HBI customer service. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Promptly after receipt of a valid removal notification, HBI will remove or disable access to the allegedly infringing content in accordance with requirements of the DMCA. HBI will also notify the party that posted it of your claim that the material is infringing and will give that party an opportunity to send us a written counter-notification. If HBI receives a valid counter-notification, HBI will forward it to you and you must then notify HBI within 10 business days that you have filed an action seeking a court order to restrain the other party from engaging in the allegedly infringing activity. If HBI receives such notification from you, HBI will not restore the material. If HBI does not receive such notification from you, HBI may reinstate the material.

16. INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, agree to comply with all applicable laws regarding intellectual property and/or the transmission of technical data exported from the United States or the country in which you reside.

17. GENERAL

a) Modifications. HBI reserves the right to make changes to these Terms from time to time. Please ensure that you have read and agreed with HBI’s most recent Terms when you use the Services. HBI will take reasonable efforts to notify you when we make material revisions or modifications to these Terms by posting a notice or new version of these Terms on HBI’s Website or providing direct notice to you. Your continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.

These Terms may be modified by you only by obtaining our written consent in an agreement signed by an officer of HBI, or as set forth herein.

b) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the Agreement to Arbitrate herein, HBI may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

c) Entire Agreement/Severability. These Terms constitute the entire agreement between you and HBI regarding the use of the Services. Any failure by HBI to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

d) Force Majeure. Except for the payment of fees due under these Terms, neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, pandemics, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without HBI’s prior written consent. HBI may assign these Terms without restriction. These Terms are binding upon any permitted assignee.

f) Notifications. HBI may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy, or posting of such notice on HBI’s Website. HBI is not responsible for any automatic filtering you or your network provider may apply to email notifications.

g) Limits on Claims. To the fullest extent permitted by law, you agree that any claim or cause of action arising out of or related to these Terms or the use of the Services, must be filed within one (1) year after such claim or cause of action arose or be forever barred, regardless of any time limit set forth in any statute or law to the contrary.

h) No Waiver. No provision of these Terms shall be waived except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of or delay in exercising any right or remedy under these Terms shall operate as a waiver or estoppel of any right, remedy or condition.

i) Contact. In the event of any questions or comments or to request further information, HBI may be contacted at 3115 South La Cienega Boulevard, Los Angeles, California 90016, by (i) email at customercare@happiestbaby.com (U.S. and Canada residents),customercare-eu@happiestbaby.com (EEA and UK residents) or customercare-au@happiestbaby.com (Australia residents), or (ii) phone at 1-855-424-6323 OR +44 808 164 4528 (for EEA and UK residents).

j) Copyright/Trademark Information. Copyright © 2023, Happiest Baby, Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Services are the property of HBI, HB Innovations, Inc., or of their respective holders. You are not permitted to use any of the Marks without prior written consent of HBI. HBI reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.