Last updated: November 18, 2019.
We may, from time to time, modify the terms of this Agreement. When we make changes to this Agreement, we will post those changes here. In addition, you will be notified of these changes when accessing the Baby A Designs Services following any such change(s). Your use of the Baby A Designs Services following any such modifications or changes constitutes your agreement to the terms of the modified Agreement. The date of the most recent update is listed at the top of this Agreement.
Baby A Designs Services
Welcome to the Baby A Designs Services. Baby A Designs provides services to you subject to the notices, terms, and conditions set forth in this Agreement. In addition when you use any of the Baby A Designs Services, you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such Baby A Designs Services then in effect, and they are incorporated into this Agreement by this reference. We reserve the right to change the Baby A Designs Services and the terms and conditions of this Agreement at any time. ACCESSING, BROWSING, OR OTHERWISE USING THE BABY A DESIGNS SERVICES INDICATES YOUR EXPRESS, BINDING AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, SO PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING AND ALSO REFER BACK TO THIS AGREEMENT FROM TIME TO TIME FOR UPDATES.
- USE OF BABY A DESIGNS SERVICES
You represent and warrant that you are at least 18 years old or visiting the Baby A Designs Services under the supervision of a parent or guardian who approves of you doing that. Subject to the terms and conditions of this Agreement, we grant you a limited, revocable, non-transferable, and non- exclusive license to access and use the Baby A Designs Services by displaying it on your internet browser only for the purpose of shopping for personal items sold on the Baby A Designs Services and not for any commercial use or use on behalf of any third party, except as we might permit expressly and/or in writing in advance. Any breach of this Agreement shall result in our immediate withdrawal of the license granted in this paragraph without any requirement for us to provide notice to you.
Except as permitted in the paragraph above, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Baby A Designs Services or any portion of them unless we provide you with express permission to do so in writing. You may not make any commercial use of any of the information provided on the Baby A Designs Services or make any use of the Baby A Designs Services for the benefit of another business unless explicitly permitted by us in advance. We reserve the right to refuse service, terminate accounts, and/or cancel orders at our sole discretion, including without limitation, if we believe that your conduct or the conduct of any individual, entity, or other person reasonably related to your use of the Baby A Designs Services or any information related to the Baby A Designs Services, violates applicable law or is harmful to our interests or to the interests of any individual, entity, or other person.
You may not upload to, distribute, or otherwise publish through Baby A Designs Services any content, information, or other material (collectively, the “Content”) that: (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under United States of America or other laws, international or otherwise; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties.
Content provided on or through the Baby A Designs Services is solely for informational purposes. It is your sole responsibility to consult a licensed physician or qualified health care professional for advice, diagnosis, and/or treatment of any health related condition. Submissions (as defined below) or opinions expressed on or through the Baby A Designs Services are those of the individual, entity, or other person expressing such Submission or opinion and may not reflect our actual policies, representations, or warranties of any kind . Product representations expressed on the Baby A Designs Services are those of the vendors of those products, if at all, and are not made by us. We may assign you a password and other account identification information to enable you to access and use certain portions of the Baby A Designs Services. Each time you use a password or other account identification information, you will be deemed to be authorized to access and use the Baby A Designs Services in a manner consistent with the terms and conditions of this Agreement, and we will have no obligation to investigate the authorization or source of any such access or use of the Baby A Designs Services.
YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE BABY A DESIGNS SERVICES BY ANYONE USING THE PASSWORD AND OTHER ACCOUNT IDENTIFICATION INFORMATION ORIGINALLY ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS BABY A DESIGNS SERVICES IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and other account identification information assigned to you. You shall immediately notify us in writing of any unauthorized use of your password or other account identification information or any other breach or threatened breach of the Baby A Designs Services security. In addition in the event of a data breach, Baby A Designs will make every effort to inform affected consumers of the possible damage to the integrity of their accounts and information in a timely fashion and through methods reasonable under the circumstances.
- REVIEWS AND COMMENTS
Except as otherwise provided elsewhere in this Agreement or on or through the Baby A Designs Services, anything that you submit or post to Baby A Designs Services and/or provide us through any medium, including without limitation, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, the “Submission(s)”) is and will be treated as non- confidential and nonproprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable, paid-up, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. All Submissions shall automatically become our sole and exclusive property without any payment obligation on our part, and those Submissions will not be returned to you, unless we decide to do so in our sole discretion.
In addition to the rights applicable to any Submission, when you post comments or reviews to the Baby A Designs Services, you also grant us the right to use the name or other information that you submit with any review, comment, or other Content, if any, in connection with such review, comment, or other Content or otherwise. You represent and warrant that you own or otherwise control all of the rights to the reviews, comments and other Content that you post on or through the Baby A Designs Services and that use of your reviews, comments, or other Content by us will not infringe upon or violate your rights or the rights of any third party. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submissions or Content. We may, but shall not be obligated to, remove or edit any Submissions or Content (including comments or reviews) for any reason.
- INTELLECTUAL PROPERTY
All text, graphics, button icons, images, audio clips, and software (collectively, “IP Content”), belong exclusively to Baby A Designs. The collection, arrangement, and assembly of all IP Content on the Baby A Designs Services (the “Compilation”) belongs exclusively to Baby A Designs. All software used on or through the Baby A Designs Services (the “Software”) is the exclusive property of Baby A Designs. The IP Content, the Compilation, and the Software are all protected by United States of America and other copyright laws, international and otherwise. BABYADESIGNS.COM AND OTHER BABY A DESIGNS DIGITAL DESTINATIONS (and designs) and other logos, slogans, trade names, or words are registered trademarks, trademarks, or service marks (collectively, “Marks”) of Baby A Designs, its affiliates, suppliers, or third parties. The use of any of our Marks without our express written consent is strictly prohibited. You may not use our Marks in connection with any product or service in any way that is likely to cause confusion. You may not use our Marks in any manner that disparages or discredits us. You may not use any of our Marks in meta-tags without our prior explicit written consent.
- RISK OF LOSS; OTHER TERMS OF SALE
The risk of loss and title for items purchased by you pass to you upon our delivery of the items to the carrier pursuant to our standard terms of sale.
- TERMINATION AND EFFECT OF TERMINATION
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate this Agreement or revoke any or all of your rights granted under this Agreement. Upon any termination of this Agreement, you shall immediately cease all access to and use of the Baby A Designs Services and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and other account identification information issued to you and deny your access to and use of the Baby A Designs Services in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
- INTERNATIONAL ACCESS
The Baby A Designs Services may be accessed from countries other than the United States of America. The Baby A Designs Services may contain products or references to products that are not available outside of the United States of America. Any such references do not imply that such products will be made available outside the United States of America unless stated. If you access and use the Baby A Designs Services outside the United States of America, you are responsible for complying with your local laws and regulations and any additional or other applicable laws and regulations, with no obligations of ours arising in that context.
- DISCLAIMER AND LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE PROVIDED IN THE STANDARD EXPRESS TERMS OF SALE THAT GOVERN THE SALE OF EACH PRODUCT ON OUR WEBSITE OR ANY OTHER MEDIUM PRESENTED, THE BABY A DESIGNS SERVICES, THE PRODUCTS OFFERED FOR SALE ON OR THROUGH BABY A DESIGNS SERVICES, AND THE PRODUCTS OFFERED THROUGH THE TRANSACTIONS CONDUCTED THROUGH BABY A DESIGNS SERVICES ARE PROVIDED BY US ON AN “AS IS” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE BABY A DESIGNS SERVICES OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED ON OR THROUGH THE BABY A DESIGNS SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY, AND SYSTEM INTEGRATION. THE BABY A DESIGNS SERVICES MAY INCLUDE INACCURACIES, MISTAKES, OR TYPOGRAPHICAL ERRORS. WE DO NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE BABY A DESIGNS SERVICES, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION OR CLAIM) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US DURING THE MONTH IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO YOUR ACTION OR CLAIM AND OUR LIABILITY.
- TYPOGRAPHICAL ERRORS
In the event that a product is listed at an incorrect price or with incorrect information due to a typographical error or error in pricing or product information received from our suppliers, we shall have the right to refuse or cancel any orders placed for products listed at incorrect or inaccurate prices. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and/or your credit card has been charged. If your credit card has already been charged for the purchase and your order is canceled, we will issue a credit to your credit card account in the amount of the charge as soon as reasonably practicable.
The Baby A Designs Services may contain links to other locations or sites on the Internet that are owned and operated by third parties. You acknowledge that we are not responsible for the operation of or Content located on or through any such locations or sites.
- COPYRIGHT COMPLAINTS
We respect the intellectual property of others. Any violations alleged against us shall be reviewed and given the proper due diligence.
You agree that our remedy at law for any actual or threatened breach of this Agreement would be inadequate and that we will be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including without limitation, attorneys’ fees incurred in pursuing such claims and/or remedies.
- APPLICABLE LAW
The Baby A Designs Services are created, maintained, enhanced from time to time, and controlled by us in the Commonwealth of Pennsylvania, United States of America. As such, the laws of the Commonwealth of Pennsylvania and of the United States of America, as applicable and as amended from time to time, will govern the disclaimers, terms, and conditions set forth in this Agreement, without giving effect to any principles of conflict of laws.
Any dispute relating in any way to your visit to or use of the Baby A Designs Services or to the products that you purchase through the Baby A Designs Services shall be submitted first to confidential mediation (the “Mediation”) and if not successful, then to confidential arbitration (the “Arbitration”), except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief through litigation in any state or federal court (the “Litigation”). You agree that the Mediation and the Arbitration, if any, will be conducted in person in Allegheny County, Pennsylvania through the use of a mediator or arbitrator(s) selected at our sole discretion. Additionally in the event of the Litigation, you hereby consent to, and waive all defenses of lack of personal jurisdiction and inconvenience of forum (or forum non conveniens) with respect to, venue and jurisdiction in the state and federal courts of Pittsburgh, Pennsylvania.
Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award in any such Arbitration shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no Arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether
through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Baby A Designs Services or this Agreement that you might seek to pursue must be filed within one (1) year after such claim or cause of action arose or be completely waived and forever barred.
If any of these provisions of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed separate and several and shall not affect the validity and enforceability of any remaining provision(s) of this Agreement.
- OUR ADDRESS
Please send any questions or comments (including all inquiries unrelated to copyright infringement or other intellectual property matters) regarding the Baby A Designs Services, our website, or any other related medium:
Baby A Designs, LLC PO BOX 15881, Pittsburgh, PA 15244-9916