YOUR USE OF AND ACCESS TO THE BABY BOX CO., INC.’S (“BABY BOX CO”, “WE” and “US”) WEBSITE, THE BABY BOX CO. COURSES, BABY BOX PRODUCTS, BABY BOX SERVICES, AND APPLICATIONS (THE “SERVICES”) ARE SUBJECT TO AND GOVERNED BY THESE TERMS OF USE (“TERMS”). THESE TERMS ARE A BINDING CONTRACT BETWEEN YOU AND BABY BOX CO. YOUR USE OF THE SERVICES IN ANY WAY MEANS THAT YOU AGREE TO ALL OF THESE TERMS, AND THESE TERMS WILL REMAIN IN EFFECT WHILE YOU USE THE SERVICES. THESE TERMS INCLUDE THE PROVISIONS BELOW, AS WELL AS THOSE IN THE PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

 

Effective date: July 21, 2017

Welcome! If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at [email protected].

 

Important terms relating to your receipt of services and/or baby box sleeping solutions:

If you receive or purchase a baby box sleeping solution from either The Baby Box Co. or a Distributor, the following terms apply: YOU AGREE THAT YOUR USE OF THE BABY BOX SLEEPING SOLUTION IS ENTIRELY AT YOUR OWN RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE BABY BOX CO. HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY DAMAGES YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE BABY BOX SLEEPING SOLUTION OR (IF APPLICABLE) ANY THIRD PARTY PRODUCTS INCLUDED IN THE BABY BOX SLEEPING SOLUTION AT THE TIME YOU RECEIVE SUCH BOX. BABY BOX SLEEPING SOLUTIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLEASE SEE THE “WHAT ELSE TO I NEED TO KNOW” SECTION FOR BABY BOX CO’S COMPLETE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

You understand and agree that The Baby Box Co. is not a party to the relationship formed between you and a Distributor. You may use the Services to facilitate your receipt of a baby box sleeping solution from a Distributor, but The Baby Box Co. is not (to the extent permitted by law) responsible for making sure the Distributor actually provides the baby box sleeping solution. We are also not responsible for or for mediating disputes between you and any Distributor. You understand and agree that we do not control the actions of any Distributor, and the Distributors and their employees are not our employees.

You and the Distributor you receive a baby box sleeping solution or other services from may choose to enter into a separate agreement, to which we are not a party and aren’t responsible for enforcing (an “Outside Agreement”). We are not responsible in any way for Outside Agreements; if you choose to enter into an Outside Agreement, it must not, in any manner, conflict with any of the terms herein.

 

The Baby Box Co. does not provide medical advice.

The Baby Box Co. does not offer medical advice or diagnoses, or engage in the practice of medicine. Similarly, the Services are not intended to provide any medical diagnosis or treatment, or serve as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions regarding yours or any other’s health or medical conditions. The Health Insurance Portability and Accountability Act (“HIPAA”) does not apply to information you provide in connection with the Services (including information provided to or by any Advisor (as defined below) through the Services). We are not a “business associate” of any Advisor and are not responsible for complying with HIPAA regarding any information shared through the Services.

 

Will the Services ever change?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to all or parts of the Services. We will try to give you notice when we make a material change to the Services that would adversely affect you, but that won’t always be practical. Similarly, we reserve the right to remove any Content (as defined below) from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

 

Will these Terms ever change?

As we discussed above, we are constantly trying to improve our Services. As such, we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, however, if we materially change these Terms, we will notify you when you log in to your account to use the Services or when you make a purchase through our ecommerce store.

If you don’t agree with the new Terms, you do not have to agree to them. However, if you do not agree to the new Terms, you will no longer have the right to use the Services. If you do use the Services after a change to the Terms is effective, it means you agree to the new Terms.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

What about my data and the privacy of that data?

The Baby Box Co. takes the privacy of its users very seriously. For The Baby Box Co.’s current Privacy Policy, which describes what information we collect, how we collect it, and what we do with it once we collect it, among other data related clauses, please click here.

 

What are the basics of using The Baby Box Co.?

If you would like to use certain portions of the Service, including the completion of an educational curriculum in order to receive a baby box sleeping solution from The Baby Box Co. or your health care provider, local hospital, or other distributor partner of The Baby Box Co. (“Distributor”), you may be required to sign up for an account, and select a password and user name (“Baby Box Co User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your The Baby Box Co. User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

 

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including The Baby Box Co.);

(b) Violates any law or regulation, including, without limitation, any applicable export control laws;

(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) Jeopardizes the security of your The Baby Box Co. account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i) Copies or stores any significant portion of the Content;

(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

If you violate any of the above requirements or limitations, The Baby Box Co. will have the right to immediately suspend or terminate your access to and use of the Services, without notice.

 

What are my rights regarding the Services?

The materials and content displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Materials (as defined below), and other materials (collectively the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content, or (ii) in a way that violates someone else’s (including The Baby Box Co.’s) rights.

You understand that The Baby Box Co. owns the Services. You agree that you won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply, they still apply!

 

Do I have to grant any licenses to The Baby Box Co. or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services are your “User Submissions.” Any results, conclusions, reports or other materials derived from your User Submissions that are particular to you are “Results,” and together with User Submissions are “User Materials.” Some User Materials are viewable by other users. In order to display your User Materials on the Services, to allow other users to enjoy them (where applicable), and to provide and improve the Services, you grant us certain rights in those User Materials. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Materials that are also your personally-identifiable information.

By uploading any User Submissions in any way, you represent and warrant that you have all rights necessary to upload such User Submissions and to grant The Baby Box Co. the licenses set forth herein with respect to such User Submissions.

For all User Materials, you hereby grant The Baby Box Co. a license to use, translate, modify (for technical purposes, for example making sure your content is viewable on Windows, iOS and Android devices as well as a computer) and reproduce and otherwise act with respect to such User Materials, in each case to enable us to provide and operate the Services, as described in more detail below. For all Results, you hereby grant The Baby Box Co. a license to use, translate, modify, reproduce, create derivative works of, distribute, and otherwise act with respect to such Results for any purpose. In addition, you hereby grant The Baby Box Co. a royalty-free, perpetual, sublicensable, irrevocable, and worldwide license to use all User Materials in anonymized and aggregated form for any purpose, provided that any such use does not identify you individually (for example, to provide aggregated trend data, or to improve our Services). The preceding are licenses only – your ownership in User Materials is not affected.

If you store any User Submissions in your own personal Services account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant The Baby Box Co. the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services.

If you share any User Materials in a manner that only certain individuals, or entities specified by you (“Specified Users”) can view (for example, sharing your Results with an individual or entity of your choice) (a “Limited Audience User Material”), then you grant The Baby Box Co. the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Material for the sole purpose of making that Limited Audience User Material accessible to such other Specified Users, and providing the Services necessary to do so. Also, you grant such Specified Users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. If you share any User Material publicly on the Services and/or in a manner that more than just you or Specified Users can view (for example, sharing your Results in a public forum, leaderboard, or the like), or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Material”), then you grant The Baby Box Co. the licenses above, as well as a license to display, perform, and distribute your Public User Material for the purpose of making that Public User Material accessible to all the Services’ users (and other users of the Services) and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Material in connection with the Services. Also, you grant all other users of the Services a license to access such Public User Material, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that all the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your account related to the Service, we will stop displaying your User Materials (other than Public User Materials, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from The Baby Box Co.’s records, and that your User Materials may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that The Baby Box Co., in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

 

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like The Baby Box Co. being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. In accordance with the Digital Millennium Copyright Act of 1998, The Baby Box Co. will respond expeditiously to claims of copyright infringement concerning The Baby Box Co. website (the “Site”) if such claims are reported to The Baby Box Co.’s Designated Copyright Agent identified in the sample notice below. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to The Baby Box Co.’s Designated Copyright Agent. Upon receipt of Notice as described below, The Baby Box Co. will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

 

DMCA NOTICE OF ALLEGED INFRINGEMENT (“NOTICE”)

1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:

• “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to The Baby Box Co.’s Designated Copyright Agent:

Kaye Kramer

The Baby Box Co. Inc

733 Seward Street

Los Angeles, CA 90038

Email: [email protected]

 

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. 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 you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by The Baby Box Co. When you access third party websites or use third party services, you accept that there are risks in doing so, and that The Baby Box Co. is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

The Baby Box Co. has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, The Baby Box Co. will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that The Baby Box Co. is not responsible or liable for any loss or damage of any sort incurred as the result of your dealings with any third party, including any other registered user of the Services. Sharing of your personal data with a third-party is solely at your own risk.

If there is a dispute between participants on this site, or between users and any third party, you agree that The Baby Box Co. is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release The Baby Box Co., its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “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.”

 

Do the Services cost anything?

The Services (excluding the products you can order through the Services) are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

 

What about ordering products?

You may choose to purchase products through the Services. The Baby Box Co. may limit or cancel quantities of product purchased, and it reserves the right to refuse any order. In the event The Baby Box Co. needs to make a change to an order, it will attempt to notify you by contacting the email address, billing address, and/or phone number provided at the time the order was made. The prices displayed on the Services are quoted in the currency that you select in the drop down menu. If no currency is selected, priced are displayed and payments will be made in US dollars (USD). Prices are subject to change at any time. Sales tax will be determined by the shipping address of the order and will automatically be added to the order. The Baby Box Co. is required by law to apply sales tax to orders to certain states. For more information regarding shipping and delivery of our products, please see our FAQ and our Shipping & Delivery Terms, located at https://www.thebabyboxes.com/pages/faq

For more information regarding returns, please see our Returns Policy located here: https://www.thebabyboxes.com/pages/faq

The Baby Box Co. reserves the right to require payment of fees for certain or all services, in addition to the fees charged for the purchase of products. You shall pay all such fees, as described on the Services in connection with any such services you select. The Baby Box Co. reserves the right to change its pricing and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Services. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.

 

What if I want to stop using The Baby Box Co. Services?

You’re free to stop using the Services at any time, by contacting us at [email protected]; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

The Baby Box Co. is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. The Baby Box Co. has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Materials you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of The Baby Box Co.

If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

 

I use tHE bABY bOX cO. cOURSES App available via the Apple App Store what do I need to know about that?

These Terms apply to your use of all the Services, including the iOS applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

(a) Both you and The Baby Box Co. acknowledge that these Terms are between you and The Baby Box Co. only, and not with Apple, and that Apple is not responsible for the Application or the Content;

(b) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

(c) You will only use the Application in connection with an Apple device that you own or control;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

(e) In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

(f) You acknowledge and agree that The Baby Box Co., and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

(g) You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, The Baby Box Co., and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

(h) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

(i) Both you and The Baby Box Co. acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

Both you and The Baby Box Co. acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

 

What else do I need to know?

THE TERMS BELOW INCLUDE IMPORTANT TERMS RELATING TO DISCLAIMERS OF WARRANTY, THE BABY BOX CO.’S LIMITATION OF LIABILITY, AND YOUR INDEMNIFICATION OF THE BABY BOX CO., AMONG OTHER IMPORTANT TERMS, PLEASE READ THEM CAREFULLY.

Warranty Disclaimer

Neither The Baby Box Co. nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from The Baby Box Co. or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY THE BABY BOX CO. (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE BABY BOX CO. (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO THE BABY BOX CO. IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, OR (D) ANY MATTER RELATING TO THE DISTRIBUTORS OR THE BABY BOX SLEEPING SOLUTIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AS SUCH, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold The Baby Box Co., its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without The Baby Box Co.’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms (whether brought against The Baby Box Co. or against any director, officer, or employee of The Baby Box Co. in his or her personal capacity) shall be finally settled in Los Angeles County, California, in English, in accordance with the Streamlined 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 such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Los Angeles County, California, or the Central District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND THE BABY BOX CO. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that The Baby Box Co. may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and The Baby Box Co. agree that these Terms are the complete and exclusive statement of the mutual understanding between you and The Baby Box Co., and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of The Baby Box Co., and you do not have any authority of any kind to bind The Baby Box Co. in any respect whatsoever. You and The Baby Box Co. agree there are no third party beneficiaries intended under these Terms.