HAPPIEST BABY, INC.

TERMS OF USE

March 11, 2024

  1. YOUR ACCEPTANCE

By using and/or visiting this website, happiestbaby1.wpenginepowered.com (the “Website”), you signify your agreement to these terms and conditions (the “Terms of Use”). If you do not agree to any of these terms, do not use the Website. The Website is owned and operated by Happiest Baby, Inc. (“HBI”).

HBI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, HBI grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE WHICH WAIVES YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE LAWSUIT.

  1. WEBSITE

These Terms of Use apply to all users of the Website. The Website may contain links to third-party websites that are not owned or controlled by HBI. HBI assumes no responsibility for the content, privacy policies or practices of any third-party websites. In addition, HBI will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly release HBI from any and all liability, direct or indirect, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any third-party website, or any failures and/or disruptions to your computer system arising from your use of any third-party website.

  1. YOUR USE OF THE WEBSITE

You may not distribute in any medium any part of the Website without HBI’s prior written authorization.

You may not commercially use the Website.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any content on the Website (“Content”), or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. HBI reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website by hacking, password “mining” or any other illegitimate means.

 

You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or HBI’s systems or networks, or any systems or networks connected to the Website or to HBI.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

  1. CONTENT

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Website.

(a) The Content on the Website and the trademarks, service marks, logos, insignias and other intellectual property contained therein (“Marks”), are owned by or licensed to HBI, subject to copyright and other intellectual property rights under the law. Content also includes the “look and feel” of the Website (including its design, layout, color combinations, button shapes and other graphical elements) which are protected by HBI’s or its licensors’ service marks, trademarks and copyrights. Content on the Website is provided to you for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of HBI. HBI reserves all rights not expressly granted in and to the Website and the Content.

(b) You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted in these Terms of Use, including any use, copying, or distribution of Content for any commercial purposes.

(c) You agree not to use any of the Content for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence system.

(d) You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content, or enforce limitations on use of the Website or the Content.

(e) HBI grants you a limited, terminable, non-sublicensable license to display the Content solely for your own use in connection with viewing the Website. Any rights not expressly granted herein are hereby reserved by HBI.

(f) Any creative ideas, suggestions or other materials you disclose or offer to us in connection with this Website (“Disclosures”), including e-mails to HBI or posts on interactive portions of this Website, shall be freely usable by HBI for any purpose whatsoever, including but not limited to publishing, developing, distributing and marketing content or services using such information. Any Disclosure is provided by you on a non-confidential basis, with no obligation on HBI’s part to keep such information secret. If you provide your name or other biographical information in connection with your Disclosure, that information will be considered part of your Disclosure and usable as provided in this Section, including by publicly identifying you as the source of the Disclosure. By uploading or otherwise providing any Disclosure to this Website or HBI, you hereby grant HBI the unlimited, non-terminable, perpetual right to reuse, redistribute, modify or create derivative works from such Disclosure for any purpose and in any media without compensation, and you promise that all “moral rights” in uploaded materials have been waived. You further grant us the right in our discretion to use any name or biographical information that you submit in connection with your content. You promise that you own or otherwise possess sufficient rights to your Disclosures for use as contemplated in these Terms of Use; that the Disclosure content is accurate; and that use of the Disclosure content you supply does not breach these Terms of Use and will not cause injury to any person or entity.

HBI reserves the right to in its sole discretion, filter, censor, edit or regulate information and content provided by third parties on this Website, including third-party Disclosures and any other information provided, including in comment and/or other interactive areas. HBI neither endorses nor is responsible for (and under no circumstances shall be liable for) the contents, accuracy or reliability of such information and content.

  1. DISCLAIMERS

YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW. HBI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. HBI, ITS LICENSORS AND LICENSEES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE. HBI, ITS LICENSORS AND LICENSEES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE WEBSITE, IF ANY, OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, IF ANY, AND HBI, ITS LICENSORS AND LICENSEES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES IF SUCH A TRANSACTION TAKES PLACE.

Nothing stated or posted on the website is intended to be, and should not be taken to be, the dispensation of medical advice or the practice of medicine. Any website materials, such as text, graphics, images, and information obtained from the website are for informational purposes only. The Website is not intended to offer or be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your health provider regarding any medical condition. If you think you may have a medical emergency, call your healthcare providers or emergency services immediately.

  1. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event will HBI be liable to you for any indirect, incidental, exemplary, punitive, or consequential damages, including lost profits, even if HBI has been advised of the possibility of such damages. 

If, notwithstanding the other provisions of these Terms of Use, HBI is found to be liable to you for any damage or loss which arises out of or is related to your use of the Website or these Terms of Use, HBI’s liability will not exceed the greater of (i) the total of any monies you have paid to HBI in the six months  immediately preceding your claim, or (ii) one hundred US dollars ($100).  

You acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth herein form an essential basis of the agreement between the parties to these Terms of Use, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose), and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions regarding your use of the Website and these Terms of Use would be substantially different.

  1. INDEMNITY

You agree to defend, indemnify and hold harmless HBI, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, from any demands, claims, damages, obligations, losses, liabilities, costs and expenses (including attorney’s fees) made against HBI by any third party due to or arising in connection with your use of the Website.

  1. TERMINATION OF USE

HBI may, in its sole discretion, change, suspend or discontinue any aspect of the Website at any time with or without notice, including the availability of any Website feature, database, or Content. HBI may also impose limits on certain features and services or restrict your access to parts of the Website, or the entire Website, with or without notice, at any time, in HBI’s exclusive discretion, for any reason or purpose, including conduct that HBI reasonably believes breaches these Terms of Use or other policies or guidelines posted on the Website. Upon any termination of these Terms of Use, you shall immediately discontinue your use of the Website and destroy all materials obtained from it.

  1. VIOLATION OF THESE TERMS OF USE

HBI may disclose any information we have about you if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) HBI’s rights or property, or the rights or property of visitors to or users of the Website.  HBI reserves the right at all times to disclose any information that it deems necessary to comply with any applicable law, regulation, legal process or governmental request. HBI also may disclose your information when it determines that applicable law requires or permits such disclosure.

You acknowledge and agree that HBI may preserve any transmittal or communication by you with HBI through the Website, and may also disclose such data if required to do so by law or HBI determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of HBI, its employees, users of or visitors to the Website, and the public.

You agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to HBI, for which monetary damages would be inadequate, and you consent to HBI obtaining any injunctive or equitable relief that it deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies HBI may have at law or in equity. You agree that HBI will not be liable to you or to any third party for termination of your access to the Website as a result of any violation of these Terms of Use.

  1. ARBITRATON AGREEMENT

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.

(a) All disputes arising under these Terms of Use will be resolved by confidential, final and binding arbitration (“Arbitration Agreement”) before a single arbitrator, administered by the Judicial Arbitration and Mediation Services or its successor in effect at the time the demand for arbitration has been made. The place of arbitration shall be Los Angeles, with sufficient video conferencing facilities such that a Party can participate in the arbitration proceedings without the necessity to be physically present in Los Angeles.  If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our dispute, the arbitrator will decide that issue. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of all disputes arising under these Terms of Use and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of 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. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs its interpretation and enforcement.

(b) 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).

(c) For any claim or counterclaim under $25,000, arbitration shall be conducted solely by the submission of documents to the arbitrator.

(d) You and HBI acknowledge and agree that we are each waiving the right to a trial by jury or judge as to all arbitrable disputes.

(e) 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.

(f) 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.

(g) This Arbitration Agreement will survive any termination of these Terms of Use.

  1. MODIFICATIONS

HBI reserves the right to make changes to these Terms of Use from time to time. Please ensure that you have read and agreed with HBI’s most recent Terms of Use when you use the Website. Your continued use of the Website following changes to these Terms of Use shall indicate your acknowledgment of such changes and agreement to be bound by the revised terms.

  1. CHOICE OF LAW AND VENUE

These Terms of Use shall be governed by the laws of the State of California without regard to its conflict of laws principles. Subject to the Arbitration Agreement above, the parties irrevocably consent to bring any action relating to these Terms of Use in the federal or state courts in Los Angeles, California, and each of the parties 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. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

  1. GENERAL

If any of the provisions of these Terms of Use are found by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and HBI with regard to your use of the Website. HBI’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by HBI of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between HBI and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

  1. FEEDBACK AND INFORMATION

Any feedback you provide at this Website shall be deemed to be non-confidential. HBI shall be free to use such information on an unrestricted basis.

The information contained in this Website is subject to change without notice.

Copyright © 2024 Happiest Baby, Inc. All rights reserved.

Happiest Baby, Inc., 11390 W. Olympic Blvd., Los Angeles, CA 90064, USA.

 

In the event of any questions or comments or to request further information, we may be contacted at [email protected].