Babybe apps T&C’s

BABYBE APP

PRIVACY POLICY

 

(Last modified: August 29, 2018)

 

Babybe GmbH (“Company” or “we”, “us” or similar terms) respects your privacy and is committed to protecting it through our compliance with this Privacy Policy.

 

  1. How This Privacy Policy Applies

This Privacy Policy describes the types of information we may collect from you, or that you may provide, in connection with your access to or use of (i) our website www.Babybemedical.com/ or any other websites operated by us or our affiliates that link to or otherwise reference that they are subject to this Privacy Policy (collectively, the “Site”), (ii) our branded software applications and services, including our BabybeAPP® application service and BabybeAPP® mobile application, that link to or otherwise reference that they are subject to this Privacy Policy (collectively, “Applications”) and (iii) any features, functionality, information or services (including content and material) made available by or on behalf of us through the Site and/or the Applications (clauses (i), (ii) and (iii), collectively, the “Services”), and our practices for collecting, using, maintaining, protecting and disclosing that information. Without limiting the foregoing, this Privacy Policy applies to information we collect through e-mail, text and other electronic communications between you and the Services.

The Services may offer links to third party websites and/or services, including social networking sites or services (such as Facebook, Twitter, and other social media providers) (collectively, “Third Party Services”). Such Third Party Services are not part of the Services and are not owned, controlled or operated by us. You acknowledge and agree that your access to and use of the Third-Party Services are subject solely to the applicable terms and conditions of use (including, without limitation, privacy policies), if any, of the Third Party Services. This Privacy Policy does not apply to any information collected by or through any Third-Party Services, and the collection and use of your information by or through any such Third Party Services are governed by the privacy policies, if any, of such third parties.

Please read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use the Services. By accessing or using the Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Section 8 (Changes to our Privacy Policy)).

  1. Information We Collect About You and How We Collect It

We collect several types of information from and about users of the Services, including information:

  • by which you may be personally identified, such as name, postal address, credit card or other billing information, e-mail address, telephone number or any other information that is defined as personal or personally identifiable information under applicable law (“personal information”);
  • that is about you but individually does not identify you, such as your interactions with the Services;
  • about the device you use to access the Services and usage details; and/or
  • information that you share with us about other persons, such as names and email addresses of person you would like to invite to become registered users of our BabybeAPP® service.

We collect this information:

  • directly from you when you provide it to us.
  • automatically as you interact with or otherwise use the Services (including usage details, IP addresses and information collected through cookies and other tracking technologies).
  • from third parties, for example, (i) our business partners, (iii) our service providers that furnish us with analytical information on users of the Services and (iii) social networking sites or services (such as Facebook, Twitter, and other social media providers) through which you may interact with the Services.
  1. Information You Provide to Us. The information we collect on or through the Services may include:
  • information that you provide by filling in forms. This includes information provided at the time of your registering to become a customer, placing an order to purchase our products, signing up for our BabybeAPP®service, or requesting further services. We also may ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with the Services.
  • records and copies of your email, text and electronic communications, if you contact us.
  • your responses to surveys that we might ask you to complete for research purposes.
  • details of transactions you carry out through our Services, including the fulfillment of your orders. You may be required to provide financial information before placing an order through our Services

You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Services or transmitted to other users of the Services (collectively, “User Contributions”). Please note that information (including personal information) that you choose to post, display or transmit as part of a User Contribution on public areas of the Services is by nature information that you have decided to make public and, therefore, is not subject to the restrictions on use or disclosure under this Privacy Policy. Your User Contributions are posted on and transmitted to others at your own risk. Although certain Services may be designed to allow you to limit access/transmission of such information to designated recipients, please be aware that no security measures are perfect or impenetrable. Your User Contributions are posted, displayed and transmitted to others at your own risk. We cannot control the actions of others with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Please note that any suggestions, feedback or other information that you provide to us relating to our business, the Services or our other products, services and offerings (whether current or proposed) are provided to us on a non-confidential basis, and you grant to us a worldwide, royalty-free, irrevocable, perpetual, fully transferable and sublicensable (through multiple tiers) right and license to use and otherwise exploit such information (including any and all intellectual property rights with respect thereto) without restriction of any kind.

  1. Information We Collect Through Automatic Data Collection Technologies.

As you interact with or otherwise use the Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions and patterns, including details of your interactions with our Services (such as traffic data, logs and other communication data and the resources that you access and use).

The information we collect automatically does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to provide and improve the Services and to deliver a better and more personalized service, including by enabling us to:

  • estimate our audience size and usage patterns.
  • store information about your preferences, allowing us to customize our Services according to your individual interests.
  • analyse and monitor the use, relevancy and functionality of the Services.
  • recognize you when you return to the Services.

Some of the technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain features or functionality of the Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system may issue cookies when you direct your browser to the Site or interact with the Services.
  • Web Beacons. Pages of the Site and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs. pixel tags and singlepixel gifs) that permit us, for example, to count users who have visited those pages or opened an e-mail and for other related website statistics (for example, recording the popularity of certain content and verifying system and server integrity).

We do not collect personal information through our automated data collection technologies, but we may tie this information to personal information about you that we collect from other sources or you provide to us.

  1. Information Provided to Us by Third Parties

We may receive information about you from our business partners, including (i) service providers that furnish us with analytical information on users of the Services and (iii) social networking sites or services (such as Facebook, Twitter, and other social media providers) through which you may interact with via the Services. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you. We use the information provided to us by these third parties consistent with Section 3 (How We Use Your Information), and you hereby consent to our use of such information in such manner. We do not control how these third parties themselves use or disclose the information they collected from or about you, nor is any such third party’s use or disclosure of such information subject to this Privacy Policy.

In particular, we use Google Analytics (a web analytics service provided by Google, Inc.). Google Analytics uses cookies to collect information such as URLs, Internet domain and host names, browser software, and the date and time that a webpage is visited. This information may be used to monitor the effectiveness of the Services and to consider potential improvements to the Services. In addition, we enable Google Analytics for Firebase (with respect to our mobile applications) and Google’s remarketing features in Google AdWords. These third party services may use cookies, alone or in conjunction with web beacons or other tracking technologies, to automatically collect information about you, including your unique identifier(s), location, browser settings, and interactions with our Services (including viewing, ordering and purchase activities). This automatically collected information does not include personal information, but such information may be maintained or associated with personal information collected in other ways. This automatically collected information may be used for purposes of identifying you when you visit other websites or platforms (including Google), providing you with targeted advertisements and other content (including advertisements relating to our products and services) on other websites or platforms (including Google) based on your past interactions with the Services, tracking and measuring marketing campaigns and/or conversion rates.

You can learn more about opting out of a third-party provider’s use of cookies by visiting www.networkadvertising.org/choices. In addition, you can learn more about how to opt out of Google’s use of cookies and other tracking technologies by visiting Google’s Ads Settings.

  1. How We Use Your Information

We may use information that we collect about you or that you provide to us through your access to and use of the Services, including any personal information:

  • to operate and provide the Services.
  • to develop and improve the Services and our other products and services.
  • to communicate with you, and provide additional information that may be of interest to you.
  • to provide you with other information, products or services that you request from us.
  • to provide you with customer support, technical support, administrative, account, and security notices, including notice of changes to our Privacy Policy or other legal documents or the products or services that we offer.
  • to conduct our administrative and internal business operations.
  • to fulfill any other purpose for which you provide it.
  • to comply with our obligations, as determined by us in good faith, under applicable law.
  • to carry out our obligations and enforce our rights arising from any contracts entered into between you and us.
  • in any other way we may describe when you provide the information.
  • for any other purpose with your consent.

We may also use your information to communicate with you (including via email, text or other electronic communications) about our own or a third party’s products, services or other offerings that may be of interest to you. If you do not want us to use your information for such promotional purposes, please see Section 5 (Choices About How We Use and Disclose Your Information) below.

  1. Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. Without limitation of the foregoing, we may disclose information relating to the performance, sales, downloads and installations of our video games on or with gaming platforms, hardware or software to gaming platforms and/or gaming hardware or software providers without restriction, as long as such information does not include your personal information.

We may disclose personal information that we collect or you provide as described in this Privacy Policy:

  • to our subsidiaries and affiliates.
  • to our contractors, service providers and other third parties we use to support our business and who are bound by applicable law and/or contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
  • to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by the Company about users of the Services is among the assets transferred.
  • to fulfill the purpose for which you provide it.
  • for any other purpose disclosed by us when you provide the information.
  • with your consent.

We also may disclose your personal information:

  • to comply with any court order, law or legal process, including to respond to any government or regulatory request.
  • to enforce or apply our Privacy Policy or other legal documents.
  • if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
  1. Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

  • Tracking Technologies. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of the Services may then be in accessible or not function properly.
  • Promotional Offers from the Company. If you do not wish to have your e-mail address/contact information used by the Company to promote our own or third parties’ products, services or other offerings, you can opt-out by (i) following the unsubscribe instructions provided in the communication sent by us or (ii) sending us an e-mail stating your request to info@Babybe.com. We will respond to your request within 30 days from the date you contact us. Please note that this opt-out does not apply to information provided to the Company as a result of a purchase, product service experience or other transaction.
  • Social Networks. If you register with us via a third party social networking platform (e.g., Facebook, etc.), you may be able to manage the information you share with us and the interactivity between the Services and your social networking account by using privacy settings and other tools that may be provided by the social networking platform that you are using. By registering with us through a social networking platform, you grant to us the right to collect and use the information that is shared with us by or through the social networking platform.
  1. Accessing and Correcting Your Information

You can request that we correct or delete your personal information by sending us an email at info@Babybemedical.com. We may not accommodate a request to change information if we believe the change would violate any law or cause the information to be incorrect. We will respond to your request within 30 days from the date you contact us.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. We will comply with our obligations (including any disclosure and notice obligations) under applicable U.S. law relating any breach of the security, confidentiality or integrity of your personal information.

Unfortunately, the transmission of information via the Internet is not completely secure and no security measures are perfect or impenetrable. Therefore, we cannot guarantee the security of your personal information transmitted to or stored by us, and we are not responsible for the circumvention of any privacy settings or security measures with respect to our Services or systems.

  1. Changes to Our Privacy Policy

 

It is our policy to post any changes we make to our Privacy Policy on this page with a notice that the Privacy Policy has been updated. If we make material changes to how we treat our users’ personal information, we will notify you by e-mail to the e-mail address specified in your account and/or through a notice on the Site home page. The date this Privacy Policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable e-mail address for you, and for periodically visiting our Site and this Privacy Policy to check for any changes. Your continued use of any of the Services after we make changes to this Privacy Policy is deemed to be acceptance of those changes.

 

  1. Service-Specific Privacy Terms

 

Your access to and use of certain of our Services may be subject to Service-specific terms and conditions which may contain additional provisions regarding our practices for collecting, using, maintaining, protecting and disclosing information that is collected by us, or provided by you to us, in connection with that particular Service.

 

  1. Children Under the Age of 13

 

6 Our Services are not directed toward or otherwise intended for children under 13 years of age. We do not knowingly collect personal information from children under 13 years of age. If you are under 13 years of age, do not use or provide any information to the Services or on or through any of its features, or provide any information about yourself to us, including your name, address, telephone number, e-mail address or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 years of age without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13 years of age, please contact us at info@Babybemedical.com.

 

  1. Contact Information

 

If you have any questions or comments regarding this Privacy Policy or our privacy practices, please contact us: (i) by mail, at Schelmenwasenstrasse 34, 70567 Stuttgart, Germany. Attn: Babybe GmbH; or (ii) by email, at info@Babybemedical.com.

 

 

BABYBE APP and BABYBE PLAYER

TERMS OF SERVICE

 

(Last Modified: august 29, 2018)

 

IMPORTANT – READ CAREFULLY. THESE TERMS OF SERVICE (INCLUDING OUR TERMS OF USE AND PRIVACY POLICY, WHICH ARE INCORPORATED HEREIN BY REFERENCE) SET FORTH THE LEGAL AGREEMENT BETWEEN YOU AND US RELATING TO YOUR ACCESS TO AND USE OF THE BABYBEAPP SERVICE. IN PARTICULAR, THESE TERMS OF SERVICE REQUIRE THAT ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY BINDING ARBITRATION.

 

BY CLICKING TO “ACCEPT” OR “AGREE” TO THESE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILABLE TO YOU OR BY ACCESSING THE BABYBEAPP SERVICE, WHICHEVER IS FIRST TO OCCUR, YOU AGREE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE. IF YOU HAVE AGREED TO BE LEGALLY BOUND BY THE END USER LICENSE AGREEMENT RELATING TO OUR BABYBEAPP MOBILE APPLICATION THESE TERMS OF SERVICE ARE INCORPORATED THEREIN AND YOU HAVE AGREED TO BE BOUND BY THESE TERMS OF SERVICE WITH RESPECT TO YOUR ACCESS TO AND USE OF THE BABYBEAPP SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK ACCEPT OR AGREE AND DO NOT ACCESS THE BABYBEAPP SERVICE.

 

These Terms of Service, along with our Terms of Use and Privacy Policy which are incorporated herein by this reference, set forth the legal agreement between   Babybe GmbH (“we”, “us” or similar terms) and you relating to your use of and access to our BabybeAPP application service as made available by us (the “BabybeAPP Service”). You represent and warrant that you are of legal age to form a binding contract with us, have read these Terms of Service, the Terms of Use and the Privacy Policy (collectively, the “Agreement”), and agree to be legally bound by the Agreement. Unless otherwise defined in these Terms of Service, capitalized terms used in these Terms of Service will have the defined meanings given in the Terms of Use or Privacy Policy, as applicable.

 

  1. Your Rights to Use the BabybeAPP Service.

 

  1. License. Subject to the terms and conditions of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the BabybeAPP Service for your personal, non-commercial use, subject to the other terms, conditions and restrictions set forth in this Agreement (the “Permitted Use”).

 

  1. Additional Conditions and Restrictions. The license grant in Section 2(a) above does not authorize you to, and you will not (directly or indirectly): (i) use the BabybeAPP Service for any purpose, commercial or otherwise, other than the Permitted Use; (ii) modify, adapt, alter, translate or create derivative works of the BabybeAPP Service; (iii) reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, algorithms, architecture, structure or underlying technology of the BabybeAPP Service; (iv) rent, lease, loan, sublicense, distribute, transfer or provide access (including on a time share, application service or outsourced basis) to the BabybeAPP Service to any other person; (v) use the BabybeAPP Service for purposes of (A) engaging in any activities in violation of (1) our Content Standards or (2) applicable law or (B) competitive or benchmarking analysis or for development of a competing product or service; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any portions of the BabybeAPP Service (including any servers, databases or accounts); or (vii) use the BabybeAPP Service in any manner that could disable, overburden, damage, or impair the BabybeAPP Service or interfere with the authorized use of the BabybeAPP Service by others. We shall have the right (but not the obligation) to monitor your use of the BabybeAPP Service to confirm your compliance with the terms of this Agreement. All rights in and to the BabybeAPP Service not expressly granted to you in this Agreement are expressly reserved by us and its licensors.

 

  1. Account Passwords, Etc.

In order to initially access the BabybeAPP Service you must register for a user account, provide registration information required by us and select a unique username and password in accordance with our then-current provisioning process. You agree to provide to us, and maintain throughout the Term, true, accurate and complete information about you and your account. You agree not to impersonate any person or misrepresent your identity or affiliation with any person. You are responsible for maintaining the confidentiality of the username and password assigned to or adopted by you in connection with your account. You are responsible for all activities that occur as a result of the use of such username and password, regardless of whether such activities are performed by you or others, and such activities will be deemed conducted by you. You will notify us promptly of any unauthorized use of such username and password or any other breach of security known to you.

 

  1. Ownership of BabybeAPP Service.

Except for the limited licenses expressly granted to you in Section 2(a) of this Agreement, nothing in this Agreement will be construed, either by implication, estoppel, or otherwise, as a grant to you of any right, title, license, or interest in the BabybeAPP Service or any component thereof (including any patent, copyright, trade secrets, or other intellectual property rights with respect to any of the foregoing). We and/or its licensors shall retain exclusive ownership and title (including all patent, copyright, trade secret, and other intellectual property rights) in and to the BabybeAPP Service.

 

  1. BabybeAPP Messages.

 

  1. You acknowledge that the BabybeAPP Service is designed to allow you to (i) record, store, post and otherwise make available text, audio, video and/or audiovisual content (“BabybeAPP Messages”) to other registered users of the BabybeAPP Service for their use and (ii) to receive BabybeAPP Messages from other registered users of BabybeAPP Service for your use. We do not claim ownership to your BabybeAPP Messages, however, with respect to any BabybeAPP Messages that you record, store, post or otherwise make available through the use of the BabybeAPP Services, you hereby grant to us a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, fully transferable and sublicenseable (through multiple tiers) license to reproduce, display, distribute, modify, prepare derivative works of, and otherwise use your BabybeAPP Messages for the purpose of providing the BabybeAPP Service. Without limiting the license granted to us under the preceding sentence, you also hereby grant to each registered user of the BabybeAPP Service to whom you transmit (or designate for transmission) your BabybeAPP Messages through the BabybeAPP Service a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, fully transferable and sublicenseable (through multiple tiers) license to access such BabybeAPP Messages through their respective accounts for the BabybeAPP Services and to reproduce, display, distribute, modify, prepare derivative works of, and otherwise use your BabybeAPP Messages, in any and all media now known or hereafter devised, including the right to download your BabybeAPP Messages to and/or for use with our products and services.

 

  1. We take no responsibility for the content or use of any BabybeAPP Messages or other communications made by registered users through the use of the BabybeAPP Service. You agree that you are entirely responsible for the content of the BabybeAPP Messages you transmit and for choosing the registered users of the BabybeAPP Service to whom you may transmit BabybeAPP Messages through the use of the BabybeAPP Service. Similarly, you acknowledge that, notwithstanding our Content Standards, you may be exposed to BabybeAPP Messages or other communications that contain content that is offensive, unlawful, harmful to minors, obscene or otherwise objectionable. You agree that you are entirely responsible for the BabybeAPP Messages and their content you choose to access and use through the use of the BabybeAPP Service, and your access to and use of such content is at your own risk. We may in our sole discretion block, prevent delivery of or otherwise remove content of BabybeAPP Messages and other communications as part of its effort to protect the BabybeAPP Service, its users or otherwise to enforce this Agreement.

 

  1. Without limiting any of your representations, warranties or covenants contained in the Terms of Use with respect to User Contributions (all of which shall apply to your BabybeAPP Messages), you represent, warrant and agree that: (i) your BabybeAPP Messages shall comply with, and not violate, the Content Standards and (ii) you have all necessary rights in your BabybeAPP Messages to use (and to permit us to use) your BabybeAPP Messages in connection with the BabybeAPP Service, to grant us the licenses and rights set forth in this Section 5, and that your BabybeAPP Messages (including the use thereof under this Agreement), including any of the content contained therein, do not and will not violate, misappropriate or infringe the rights (including intellectual property rights) of any person or any applicable laws.

 

  1. Hardware and System Requirements.

You are solely responsible for obtaining and maintaining, at your own expense, all hardware, software and services needed to access and/or use the BabybeAPP Service, including any and all computers, mobile devices and Internet access services.

 

  1. Term and Termination.

 

  1. Term. The term of this Agreement will commence at the time of your completion of our account registration process and provisioning of your username and password for the BabybeAPP Service and will continue until terminated in accordance with Section 7(b) below (such period, the “Term”).

 

  1. Termination. This Agreement may be terminated by you at any time for convenience (i.e., for any or no reason) upon delivery of written notice of termination of your account to us. This Agreement may be terminated by us (i) immediately, with or without notice, in the event of your breach of this Agreement or pursuant to any specific right of termination granted to us under this Agreement or (ii) at any time for our convenience, with or without notice, in the event of our decision (which shall be in our sole discretion) to cease to support or provide the BabybeAPP Service.

 

  1. Effect of Termination.

 

  1. Upon termination of this Agreement, the licenses granted to you under Section 2 will terminate automatically and you will cease further use of the BabybeAPP Service. We are under no obligation to store or make available (during or after the Term) any BabybeAPP Messages or other User Contributions for any particular period of time, and reserve the right to delete the same at any time without notice. Without limiting the foregoing, you acknowledge and agree that, following termination of this Agreement, you will not be able to access or download any BabybeAPP Messages through or from the BabybeAPP Service.

 

  1. Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement will not affect any of the parties’ respective rights or obligations that (A) are vested pursuant to this Agreement as of the effective date of such termination or expiration (including obligations for payment and remedies for breach of this Agreement); or (B) arise under Sections 1, 3, 4, 5, 7 and 9 through 21 of this Agreement, all of which will survive any termination or expiration of this Agreement.

 

  1. Suspension of BabybeAPP Service. We may (without limitation of any other rights or remedies) suspend access to and use of the BabybeAPP Service in the event of your breach of this Agreement or pursuant to any specific right of suspension granted to us under this Agreement, or (iii) in our reasonable good faith determination, suspension of the BabybeAPP Service is necessary to avoid or mitigate harm to the security of our or our customers’ systems or data. Any such suspension will not constitute a termination of this Agreement.

 

  1. Compliance with Laws.

You agree to comply with all applicable laws (including regulations) relating to access to and use of the BabybeAPP Services and other performance of this Agreement. Without limiting the foregoing, you agree that the BabybeAPP Service and other technical data provided to you under this Agreement may be subject to the import/export control laws of the Germany and other countries, and you will comply with any and all such applicable laws.

 

YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION SERVICE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. ANYTHING TO THE CONTRARY NOTWITHSTANDING, WE (INCLUDING, FOR PURPOSES OF THIS SECTION, ITS AFFILIATES AND LICENSORS) DO NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIM ALL, WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE BABYBEAPP SERVICES, AND ANY OTHER PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR ITEMS, PROVIDED, OR TO BE PROVIDED, TO YOU UNDER THIS AGREEMENT OR BY OR THROUGH THE USE OF THE BABYBEAPP SERVICES (COLLECTIVELY, THE “OFFERINGS”), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES REGARDING (I) THE OFFERINGS (INCLUDING THE USE OF OR THE RESULTS OF THE OFFERINGS) IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, COMPLIANCE WITH APPLICABLE LAWS OR OTHERWISE, OR (II) WHETHER THE OPERATION OF THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. YOUR USE OF THE OFFERINGS IS DONE SO AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANYTHING TO THE CONTRARY NOTWITHSTANDING, YOU ACKNOWLEDGE AND AGREE THAT WE HAVE THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE BABYBEAPP SERVICE ANY TIME WITHOUT NOTICE OR LIABILITY TO YOU.

 

  1. Limitation of Liability.

IN NO EVENT SHALL WE (INCLUDING, FOR PURPOSES OF THIS SECTION, ITS AFFILIATES AND LICENSORS) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR LOSS OF TIME OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, OUR TOTAL MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, WILL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID TO US BY YOU FOR THE BABYBEAPP APP DURING THE 12-MONTH PERIOD PRIOR TO THE OCCURRENCE OF SUCH CLAIM, DAMAGE OR LIABILITY, LESS THE AMOUNT OF ALL CLAIMS, DAMAGES OR LIABILITIES PREVIOUSLY PAID BY US DURING SUCH 12-MONTH PERIOD AND (II) US$100. NO ACTION, SUIT OR PROCEEDING AGAINST US MAY BE BROUGHT MORE THAN ONE YEAR FOLLOWING THE DATE UPON WHICH THE CLAIM FIRST AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Incorporation of Terms of Use and Privacy Policy.

Please review our Terms of Use and Privacy Policy, which can be found at www.Babybemedical.com, and which are incorporated herein by this reference. The Terms of Use provide supplemental terms and conditions to these Terms of Service, and in the event of a conflict between the Terms of Use and these Terms of Service, these Terms of Service will take precedence. The Privacy Policy sets forth our practices with respect to the collection, confidentiality and security of certain information you provide to us. The Terms of Use and the Privacy Policy are subject to change, modification and amendment as described in each of those respective documents.

 

You agree to defend, indemnify and hold harmless us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of any provision of this Agreement or (b) your use of the BabybeAPP Service, including your BabybeAPP Messages and/or the use thereof.

 

  1. Governing Law; Venue.

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STUTTGART, GERMANY, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISION OR RULE (WHETHER OF STUTTGART OR OTHERWISE). SUBJECT TO THE PROVISIONS OF SECTION 14 (BINDING ARBITRATION AND CLASS ACTION WAIVER) BELOW, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE BABYBEAPP APP OR THE BABYBEAPP SERVICE SHALL BE INSTITUTED EXCLUSIVELY IN THE COURTS OF STUTTGART, GERMANY. YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.

 

  1. Binding Arbitration and Class Action Waiver.

 

  1. We are committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. But if we are unsuccessful, you may pursue claims as explained in this section.

 

  1. You agree to give us an opportunity to resolve any disputes or claims relating in any way to the BabybeAPP Service, any dealings with our customer service agents, any representations made by us, or this Agreement, including our Terms of Use or Privacy Policy (collectively, “Claims”) by contacting us at legal@Babybe GmbH.com. If we are not able to resolve your Claims within 60 days, you may seek relief through arbitration or in small claims court, as set forth below.

 

  1. Any and all Claims will be resolved by binding arbitration, rather than in court, except you or we may assert Claims on an individual basis in small claims court if they qualify. This includes any Claims you assert against us or our affiliates.

 

  1. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce the Agreement as a court would.

 

  1. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Claims to General Counsel: Arbitration Claim Manager, c/o Babybe GmbH, Schelmenwasenstrasse 34, 70567 Stuttgart, Germany,. If we request arbitration against you, we will give you notice at the email address or street address you have provided.

 

If an arbitrator or court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

 

Except as otherwise provided in these Terms of Service, the Terms of Use or the Privacy Policy, any notice required or permitted to be given to a party under this Agreement shall be made (a) in the case of a notice to us, by mail to Babybe GmbH, Schelmenwasenstrasse 34, 70567 Stuttgart, Germany, Attn: General Counsel and (b) in the case of a notice to you, by mail or email, in each case to the address reflected in our records.

 

You may not assign or otherwise transfer this Agreement, or any of your rights or obligations hereunder, without our prior written consent. Any attempted assignment or transfer of this Agreement or any rights or obligations hereunder in violation of the preceding sentence will be void. We may freely assign or otherwise transfer this Agreement, or any of our rights or obligations hereunder, without notice to or consent from you. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.

 

Each instance in this Agreement of the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “days” means calendar days, not business days, unless otherwise specified. All headings or section divisions contained in this Agreement are for reference purposes only and will not be construed to affect the meaning or interpretation of this Agreement.

 

  1. Force Majeure.

We will not be liable for any failure or delay in performance resulting from any event beyond its reasonable control, including due to fire, flood, action or decree of civil or military authority, insurrection, act of war, terrorism, denial of service attacks, labor disputes or shortages, material shortages, power outages, failure of internet connections, failure of suppliers, or embargo.

 

  1. Waiver; Amendments.

No waiver of any provision of this Agreement will be effective against us unless made in writing and signed by an officer of our company. We shall have the right to change, modify or amend any or all of these Terms of Service, in whole or in part, at any time, on written notice to you, which notice may be provided by posting the amendment to the BabybeAPP Service log in or home page and/or by sending you an email alert that there has been an amendment. Your continued use of the BabybeAPP Service following the publication of such amendment shall constitute your acceptance of the amended Terms of Service.

 

  1. Entire Agreement.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes any and all prior representations, warranties, understandings or agreements (written or oral) between you and us with respect to the subject matter hereof.

 

 

 

BABYBEAPP MOBILE APP (iOS)

END USER LICENSE AGREEMENT

 

(Last Modified: August 29, 2018)

 

IMPORTANT – READ CAREFULLY. THIS END USER LICENSE AGREEMENT SETS FORTH THE LEGAL AGREEMENT BETWEEN YOU AND US RELATING TO THE BABYBEAPP APP. IN PARTICULAR, THIS AGREEMENT REQUIRES THAT ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY BINDING ARBITRATION.

 

BY CLICKING TO “ACCEPT” OR “AGREE” TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU OR BY DOWNLOADING THE BABYBEAPP APP, WHICHEVER IS FIRST TO OCCUR, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU ARE NOT LICENSED OR OTHERWISE PERMITTED TO DOWNLOAD, INSTALL OR USE THE BABYBEAPP APP AND YOU MUST NOT DOWNLOAD, INSTALL OR USE THE BABYBEAPP APP IN ANY MANNER.

 

This End User License Agreement (the “Agreement”) sets forth the legal agreement between  Babybe GmbH (“we”, “us” or similar terms) and you relating to our  BabybeAPP mobile application for iOS, in object code form, including any Updates (as defined below) thereto, as may be made available by us to you from time to time (collectively, the “BabybeAPP App”). This Agreement is between you and us only, and Apple, Inc. and its subsidiaries (collectively, “Apple”) are not a party to this Agreement. Although Apple is not a party to this Agreement, Apple has the right to enforce this Agreement against you as a third party beneficiary relating to your use of the BabybeAPP App. We are solely responsible for the content of the BabybeAPP App. You represent and warrant that you are of legal age to form a binding contract with us, have read the Agreement, and agree to be legally bound by the Agreement.

 

  1. Applicability of BabybeAPP Terms of Service and Privacy Policy.

The BabybeAPP App may  provide you with access to, or otherwise enable your use of, our BabybeAPP application service (the “BabybeAPP Service”) and certain features, functionality and content accessible on or through the BabybeAPP Service. Your access to and use of the BabybeAPP Service is governed by our BabybeAPP Terms of Service (available at www.BabybeAPP.Babybe GmbH.com/vs-terms-of-service) (the “BabybeAPP Terms of Service”) and our Privacy Policy (available at www.Babybe GmbH.com/privacy-policy) (the “Privacy Policy”), which are incorporated herein by this reference. By agreeing to be bound by this Agreement you are also agreeing to be bound by our BabybeAPP Terms of Service and Privacy Policy. Our BabybeAPP Terms of Service and our Privacy Policy are subject to change, modification and amendment in accordance with their respective terms and conditions. Your access to and use of the BabybeAPP Service may require you to separately acknowledge your acceptance of the BabybeAPP Terms of Service and/or Privacy Policy, and/or to register for an account, and your failure to do so may restrict you from accessing or using the BabybeAPP Service’s features and functionality. Any violation of the BabybeAPP Terms of Service also will be deemed a violation of this Agreement.

 

  1. Your Rights to Use the BabybeAPP App.

 

  1. License. Subject to the terms and conditions of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to (i) download and install the BabybeAPP App on a single mobile device owned or controlled by you, (ii) run the BabybeAPP App, as properly installed in accordance with this Agreement, for your personal, non-commercial use, and (iii) access and use the BabybeAPP Service on such mobile device in accordance with this Agreement, including the BabybeAPP Terms of Service and Privacy Policy (collectively, the “Permitted Use”). The BabybeAPP App is licensed, and not sold, to you.

 

  1. Additional Conditions and Restrictions. The license grant in Section 3(a) above does not authorize you to, and you will not (directly or indirectly): (i) use the BabybeAPP App for any purpose, commercial or otherwise, other than the Permitted Use; (ii) copy the BabybeAPP App (except to the extent expressly permitted under this Agreement); (iii) modify, adapt, alter, translate or create derivative works of the BabybeAPP App; (iv) reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, algorithms, architecture, structure or underlying technology of the BabybeAPP App; (v) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the BabybeAPP App, including any copy thereof; (vi) rent, lease, loan, sublicense, distribute, transfer or provide access (including on a time share, application service or outsourced basis) to the BabybeAPP App to any other person; (vii) use the BabybeAPP App for purposes of (A) engaging in any activities in violation of applicable law or (B) competitive or benchmarking analysis or for development of a competing product, service or offering; or (viii) attempt to gain unauthorized access to, interfere with, damage or disrupt any portions of the BabybeAPP App or the BabybeAPP Service (including any servers, databases or accounts relating thereto). We shall have the right (but not the obligation) to monitor your use of the BabybeAPP App to confirm your compliance with the terms of this Agreement. All rights in and to the BabybeAPP App not expressly granted to you in this Agreement are expressly reserved by us and our licensors.

 

  1. Ownership of Software.

Except for the limited licenses expressly granted to you in Section 3(a) of this Agreement, nothing in this Agreement will be construed, either by implication, estoppel, or otherwise, as a grant to you of any right, title, license, or interest in the BabybeAPP App or the BabybeAPP Service or any component of any of the foregoing (including any patent, copyright, trade secrets, or other intellectual property rights with respect to any of the foregoing). We and/or our licensors shall retain exclusive ownership and title (including all patent, copyright, trade secret, and other intellectual property rights) in and to the BabybeAPP App and the BabybeAPP Service.

 

  1. Modifications; Updates.

We may from time to time in our sole discretion develop and provide software updates to the BabybeAPP App, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when your computer is connected to the internet either: (a) the BabybeAPP App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available updates. You shall promptly download and install all Updates and acknowledge and agree that the BabybeAPP App, the BabybeAPP Service or portions any of the foregoing may not properly operate should you fail to do so. In addition, you acknowledge and agree that we shall have the right to modify, suspend or discontinue the BabybeAPP Service (or any portion thereof) that is or was accessible through the BabybeAPP App at any time without notice or liability to you.

 

  1. Collection of Information.

You acknowledge that when you download, install or use the BabybeAPP App, we may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and your use of the BabybeAPP App and/or BabybeAPP Service. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the BabybeAPP App or certain of the features and functionality of the BabybeAPP Service. All information we collect through or in connection with the BabybeAPP App is subject to our Privacy Policy. By downloading, installing, using and providing information to or through the BabybeAPP App, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

 

  1. Third Party Materials.

The BabybeAPP App may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.

 

  1. Term and Termination.
  2. Term. The term of this Agreement will commence at the time of acceptance of this Agreement by you and will continue in effect until terminated in accordance with Section 8(b) below (such period, the “Term”).

 

  1. Termination. This Agreement will terminate automatically when you uninstall or delete the BabybeAPP App. This Agreement may be terminated by us immediately, with or without notice, in the event of your breach of this Agreement or our decision (which shall be in our sole discretion) to cease to support or provide the BabybeAPP App or the BabybeAPP Service.

 

  1. Effect of Termination.

 

  1. Upon termination of this Agreement, all rights granted to you under this Agreement (including the license granted to you under Section 3) will terminate automatically and you will promptly uninstall, delete and cease further use of the BabybeAPP App (including any copies thereof) in your possession. We are under no obligation to store or make available (during or after the Term) any BabybeAPP Messages or other User Contributions for any particular period of time. Without limiting the foregoing, please note that if you uninstall or delete the BabybeAPP App certain data relating to the BabybeAPP Service that is specific to the BabybeAPP App or your mobile device may be inaccessible through the web-based version of the BabybeAPP Service.

 

  1. Notwithstanding anything to the contrary in this Agreement, termination of this Agreement will not affect any of the parties’ respective rights or obligations that (A) are vested pursuant to this Agreement as of the effective date of such termination or expiration (including remedies for breach of this Agreement); or (B) arise under Sections 1, 2, 4, 6, 8(c) and 10 through 21 of this Agreement, all of which will survive any termination or expiration of this Agreement.

 

  1. Compliance with Laws.

You agree to comply with all applicable laws (including regulations) relating to access to and use of the BabybeAPP App and other performance of this Agreement. Without limiting the foregoing, you agree that that the BabybeAPP App and other technical data provided to you under this Agreement may be subject to the import/export control laws of the Germany and other countries, and you will comply with any and all such applicable laws.

 

YOU ACKNOWLEDGE AND AGREE THAT THE BABYBEAPP APP IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. ANYTHING TO THE CONTRARY NOTWITHSTANDING, WE (INCLUDING, FOR PURPOSES OF THIS SECTION, OUR AFFILIATES AND LICENSORS) DO NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIM ALL, WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE BABYBEAPP APP, AND ANY OTHER PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR ITEMS, PROVIDED, OR TO BE PROVIDED, TO YOU UNDER THIS AGREEMENT OR BY OR THROUGH THE USE OF THE BABYBEAPP APP (COLLECTIVELY, THE “OFFERINGS”), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES REGARDING (I) THE OFFERINGS (INCLUDING THE USE OF OR THE RESULTS OF THE OFFERINGS) IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, COMPLIANCE WITH APPLICABLE LAWS OR OTHERWISE, OR (II) WHETHER THE OPERATION OF THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. YOUR USE OF THE OFFERINGS IS DONE SO AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANYTHING TO THE CONTRARY NOTWITHSTANDING, YOU ACKNOWLEDGE AND AGREE THAT WE HAVE THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE BABYBEAPP SERVICE ACCESSIBLE THROUGH THE BABYBEAPP APP ANY TIME WITHOUT NOTICE OR LIABILITY TO YOU.

 

  1. Limitation of Liability.

IN NO EVENT SHALL WE (INCLUDING, FOR PURPOSES OF THIS SECTION, ITS AFFILIATES AND LICENSORS) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR LOSS OF TIME OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, OUR TOTAL MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, WILL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID TO US BY YOU FOR THE BABYBEAPP APP DURING THE 12-MONTH PERIOD PRIOR TO THE OCCURRENCE OF SUCH CLAIM, DAMAGE OR LIABILITY, LESS THE AMOUNT OF ALL CLAIMS, DAMAGES OR LIABILITIES PREVIOUSLY PAID BY US DURING SUCH 12-MONTH PERIOD AND (II) US$100. NO ACTION, SUIT OR PROCEEDING AGAINST US MAY BE BROUGHT MORE THAN ONE YEAR FOLLOWING THE DATE UPON WHICH THE CLAIM FIRST AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

You agree to defend, indemnify and hold harmless us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of any provision of this Agreement or (b) your use of the BabybeAPP App, including the results of your use thereof.

 

  1. Governing Law; Venue.

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STUTTGART, GERMANY, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISION OR RULE (WHETHER OF STUTTGART OR OTHERWISE). SUBJECT TO THE PROVISIONS OF SECTION 14 (BINDING ARBITRATION AND CLASS ACTION WAIVER) BELOW, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE BABYBEAPP APP OR THE BABYBEAPP SERVICE SHALL BE INSTITUTED EXCLUSIVELY IN THE COURTS OF STUTTGART, GERMANY. YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.

 

  1. Binding Arbitration and Class Action Waiver.

 

  1. We are committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. But if we are unsuccessful, you may pursue claims as explained in this section.

 

  1. You agree to give us an opportunity to resolve any disputes or claims relating in any way to the BabybeAPP App, the BabybeAPP Service accessible through the BabybeAPP App, any dealings with our customer service agents, any representations made by us, or this Agreement, including our BabybeAPP Terms of Service or Privacy Policy (collectively, “Claims”) by contacting us at legal@Babybe GmbH.com. If we are not able to resolve your Claims within 60 days, you may seek relief through arbitration or in small claims court, as set forth below.

 

  1. Any and all Claims will be resolved by binding arbitration, rather than in court, except you or we may assert Claims on an individual basis in small claims court if they qualify. This includes any Claims you assert against us or our affiliates.

 

  1. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce the Agreement as a court would.

 

  1. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Claims to General Counsel: Arbitration Claim Manager, c/o Babybe GmbH, Schelmenwasenstrasse 34, 70567 Stuttgart, Germany,. If we request arbitration against you, we will give you notice at the email address or street address you have provided.

 

If an arbitrator or court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

 

Except as otherwise provided in the Agreement, any notice required or permitted to be given to a party under this Agreement shall be made (a) in the case of a notice to us, by mail to  Babybe GmbH, Schelmenwasenstrasse 34, 70567 Stuttgart, Germany, Attn: General Counsel and (b) in the case of a notice to you, by mail or email, in each case to the address reflected in our records.

 

You may not assign or otherwise transfer this Agreement, or any of your rights or obligations hereunder, without our prior written consent. Any attempted assignment or transfer of this Agreement or any rights or obligations hereunder in violation of the preceding sentence will be void. We may freely assign or otherwise transfer this Agreement, or any of our rights or obligations hereunder, without notice to or consent from you. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.

 

Each instance in this Agreement of the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “days” means calendar days, not business days, unless otherwise specified. All headings or section divisions contained in this Agreement are for reference purposes only and will not be construed to affect the meaning or interpretation of this Agreement.

 

  1. Force Majeure.

We will not be liable for any failure or delay in performance resulting from any event beyond its reasonable control, including due to fire, flood, action or decree of civil or military authority, insurrection, act of war, terrorism, denial of service attacks, labor disputes or shortages, material shortages, power outages, failure of internet connections, failure of suppliers, or embargo.

 

  1. Waiver; Amendments.

No waiver of any provision of this Agreement will be effective against us unless made in writing and signed by an officer of our company. We shall have the right to change, modify or amend this Agreement, in whole or in part, at any time, on written notice to you, which notice may be provided by posting the amendment to the page of our website containing the then-current version of this End User License Agreement and/or by sending you an email or other electronic alert that there has been an amendment. Your continued use of the BabybeAPP App following the publication of such amendment shall constitute your acceptance of the amended End User License Agreement.

 

  1. Entire Agreement.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes any and all prior representations, warranties, understandings or agreements (written or oral) between you and us with respect to the subject matter hereof.