Terms of Use

Article 1: GENERAL TERMS APPLICABLE TO ALL COMPONENTS OF THE SYSTEM

1.1 MEDICAL DISCLAIMERS.

1.1.1 THE RAYBABY MONITOR SYSTEM IS NOT A MEDICAL DEVICE, IS NEITHER REGULATED NOR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION. IT IS NOT DESIGNED TO DETECT OR PREVENT CAUSES OF SUDDEN INFANT DEATH SYNDROME (SIDS).

1.1.2 THE RAYBABY MONITOR SYSTEM IS INTENDED ONLY TO HELP YOU MONITOR YOUR BABY AND IS NOT TO BE USED AS A SUBSTITUTE FOR PARENTING OR OTHER ADULT SUPERVISION, OR TO MODIFY, REPLACE, OR SUPPLEMENT ANY MEDICALLY-PRESCRIBED COURSE OF CARE. IT IS NOT APPROPRIATE FOR HIGH RISK INFANTS.

1.1.3 PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY RAYBABY WITH ANY EMERGENCY, MEDICAL OR OTHERWISE. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911 OR APPROPRIATE EMERGENCY RESPONSE SERVICE.

1.1.4 USE OF THE PRODUCTS, SERVICES, AND ANY CONTENT INCLUDED THEREON IS ENTIRELY AT YOUR OWN RISK.

1.2 Acknowledgement of Obligation to Update Software; Discontinuation of Support. By accepting and using the Products and Services, you acknowledge that in the future you may be required to download and/or install updated software, firmware, or hardware to keep your System operating properly. We may also in the future make changes to elements of the System which affect the functioning of your unit. You acknowledge that we have complete discretion to eliminate technical support for older models or versions of the System components, and that we are not obligated in any way to provide unlimited assistance in the operation and maintenance for discontinued product lines. In that case, you may be required to purchase a current model to continue using Raybaby Products and Services.

1.3 Compliance with Product Instruction Manual. AS A CONDITION TO RECEIPT OF AND LICENSURE TO USE THE SYSTEM OR ANY OF ITS INDIVIDUAL COMPONENTS, YOU AGREE TO STRICTLY COMPLY WITH ALL WARNINGS AND INSTRUCTIONS INCLUDING ON THE PACKAGING, LABELS AND DOCUMENTATION OF THE RAYBABY DEVICE, AND ANY UPDATES THAT WE PROVIDE TO YOU VIA THE MOBILE APPS, WEB APPS, OR SITES (OR VIA EMAIL IF YOU PROVIDE US WITH YOUR EMAIL ADDRESS). Your Product comes with instructions on the proper installation, use, and maintenance of the Product and its related Services. Failure to follow the instructions may interfere with proper functioning of the Product and to create risks of injury to you, your child, or any real or personal property in the vicinity of your installed Product. In addition, you agree to only use Raybaby device in a manner that complies with all applicable laws and regulations.

1.4 Compatibility. You acknowledge that you have verified the compatibility of the Product you are purchasing with other equipment in your home (e.g., ensuring your wi-fi modem and router have sufficient strength and connectivity to reach your baby’s crib). You are solely responsible for determining the compatibility of the Product with other equipment in your home, and you accept that lack of compatibility is not a valid claim under the Limited Warranty provided with your Product and does not otherwise constitute a basis for receiving a replacement (or refund, in our sole discretion) after the seven-day policy described herein.

1.5 Pricing; Sales Tax. Prices for our Products and Services are subject to change at any time, but will not affect any order already placed and accepted at the time of change. If you are subscribed to any of our Services with payments incurred on a recurring basis, we will give you advance notice of any change in pricing applicable to those Services. Unless you cancel such Services within the time frame provided in the notice, you will be deemed to have accepted the change in pricing and authorized continued payment under the new pricing. We calculate and charge sales tax based on laws applicable in the jurisdiction(s) of the purchase and sale.

1.6 Payment. By providing a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your Raybaby account, you can do so at any time by logging into your account and editing your payment information.

1.7 Intellectual Property Use, Restrictions, and Ownership.

1.7.1 These Terms grant you only a worldwide, non-exclusive, non-transferable right to use the Firmware and software associated with the Services provided for use as part of a System, and only during proper use of the System. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain from us, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services.

1.7.2 Unless otherwise noted, all content created in or available through the Services, and the Services themselves, is the property of Raybaby and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. The service marks and trademarks of Raybaby, including without limitation Raybaby and the Raybaby logos, are owned by RIoT Solutions, Inc. Any other trademarks, service marks, logos and/or trade names appearing on the Product or via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

1.7.3 The Products and Services also include technology for which US Patent applications are currently pending. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Product or Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Product or Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

1.7.4 You shall abide by all applicable local, state, national and international laws and regulations. You will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these product and service license agreements.

1.8Confidentiality. “Confidential Information” shall mean the Firmware, the software underlying the Mobile Apps, Sites, and Web Apps, and all other information disclosed to you that Raybaby characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least three (3) years after termination of these Terms, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of RIoT Solutions, Inc. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify us in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms, and will cooperate with us in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify RIoT Solutions, Inc. prior to such disclosure to allow us an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

1.9 Limitation of Liability.

1.9.1 DISCLAIMER. IN NO EVENT SHALL RAYBABY BE LIABLE TO ANY USER OF THE PRODUCT OR SERVICES, OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE PRODUCT OR SERVICES, OR THE CONTENT GENERATED BY USE OF THE PRODUCT OR SERVICES (THE “CONTENT”), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF RAYBABY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

1.9.2 LIMITATION. YOU AGREE THAT OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: THE AMOUNTS, IF ANY, YOU PAID TO US FOR THE PRODUCT OR SERVICES IN THE THEN-PRIOR SIX MONTHS, OR $1.00. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. RIOT SOLUTIONS, INC. DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS LICENSORS AND SUPPLIERS.

1.9.3EXCLUSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. CONSULT AN ATTORNEY FOR FURTHER INFORMATION.

1.10 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

1.11Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

1.12Dispute Resolution and Binding Arbitration. Except if you opt-out or for disputes relating to Raybaby’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), you agree that all disputes between you and Raybaby (whether or not such dispute involves a third party) arising out of or relating to these Terms or the use of the System shall be finally resolved by arbitration before a single arbitrator in the State of Delaware. The arbitration will proceed under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and Raybaby hereby expressly waive trial by jury. You and Raybaby shall appoint as sole arbitrator a person mutually agreed by you and Raybaby or, if you and Raybaby cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may apply to any court having jurisdiction over the parties for a judicial acceptance of the award or order of enforcement or to seek injunctive relief, security or other equitable remedies. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

You hereby waive any and all rights to bring any claim related to these Terms as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

You may opt out of this Agreement To Arbitrate. If you do so, neither you nor Raybaby can require the other to participate in an arbitration proceeding. To opt out, you must notify Raybaby in writing within thirty (30) days after the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, and a clear statement that you want to opt out of this Agreement To Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement To Arbitrate. You must use this address to opt out:

If you opt out of this Agreement To Arbitrate, or if we bring a claim for injunction against you relating to Raybaby’s intellectual property, you and Raybaby consent to the non-exclusive jurisdiction of the state and federal courts in the State of Delaware. This Arbitration section will survive the termination of your relationship with Raybaby.

1.13 Indemnification. By using the Product and/or Services, you agree to indemnify and hold Raybaby harmless and, at our option, defend us, from any third party claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, that arises in connection with your use of the Product and/or Services. Your indemnification obligation hereunder does not apply to our willful, wanton, or intentionally reckless, or grossly negligent conduct.

1.14 Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 1.13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

1.15 No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of RIoT Solutions, Inc.

1.16 No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

1.17 Notices. Any notices required or permitted to be given under these Terms may be given by email: (a) if to us, at creator@raybaby.org, or (b) if to you, (i) at the email address you provide when setting up your user account for the Services, or if you have not yet set up a user account for the Services (ii) at any other address or contact point we have received for you.

1.18 Severability. If any provision of these Terms is determined to be invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

1.19 Survival. Those provisions of these Terms (including in Articles 2 through 4 below and the Introductory Provisions above) which, by their nature, are intended to survive termination of this agreement shall so survive. These include without limitation provisions regarding confidentiality, dispute resolution, amendments and waivers, and provisions regarding intellectual property.

1.20 Entire Agreement. These Terms (including those terms and conditions set forth in Articles 2 through 4), and our policies incorporated herein (including without limitation our Privacy Policy), will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

Article 2: TERMS GENERALLY APPLICABLE TO THE PRODUCTS

2.1 Incorporation of Article 1 General Terms. The provisions of Article 1 above are hereby incorporated into this Article 2 as if fully restated herein.

2.2 Goods Not for Resale or Export. You represent and warrant that you are buying Products from the Site for your own personal or household use only, and not for resale or export. You will not export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.

2.3 Returns Policy; Procedures. In addition to the remedies under the Limited Warranty provided below, we offer you a limited right to return the Product for replacement or repaired unit, pursuant to the terms of this Section 2.3. To qualify for a repaired or replacement unit under this section, you must notify us in writing at creator@raybaby.org within seven (7) days of Product delivery to the shipping address you designate during the order process. You must then cooperate in our investigation to determine if a defect originates in the Product, or Services, or elsewhere. If a defect exists that cannot be remedied remotely, we will offer you a replacement Product. If you elect to receive a replacement product, we must receive your return shipment of the Product within thirty (30) days of our notice to you of the determined defect to be considered a valid return. The Company reserves the right, in its sole discretion, to offer refunds to customers who would otherwise qualify for a replacement product under this Section 2.3.

2.4 Availability; Pre-Orders. All Products offered on the Store are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products and/or Services without prior notice. Products available for reservation and pre-order are not offered for sale by us. Your placement of a reservation and pre-order does not create a contract for sale. Later, when the Product is offered for sale, we may accept your offer to purchase Products subject to these Terms. At that time, we will capture payment on the payment card you provided and ship your Product. We reserve the right to cancel or refuse any order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed.

2.5 Shipping; Delivery; Risk of Loss. Prices do not include shipping costs. Our delivery charges and methods are as described on the sections of the Sites (or sites run by third-party vendors) configured for sales, and subject to change in our discretion from time to time. Any replacements available on the Product are conditioned on our confirmed timely receipt of a Product unit to our shipping center. The Products available on the Sites have been designed, marketed, and sold for use by residents of the United States. You are responsible for complying with all applicable laws and regulations of the country for which the Product is destined. We are not liable or responsible if you break any such law. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

2.6 Limited Warranty. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

WE WARRANT THAT FOR A PERIOD OF ONE YEAR FROM YOUR PURCHASE OF A PRODUCT (THE “LIMITED WARRANTY PERIOD”), THE PRODUCT WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP. THE LIMITED WARRANTY PERIOD IS NOT EXTENDED IF WE REPAIR OR REPLACE THE WARRANTED PRODUCT, AND WE MAY CHOOSE TO CHANGE THE AVAILABILITY OF THE WARRANTY AT ANY TIME (BUT WITHOUT RETROACTIVE IMPACT).

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

2.6.1 Who Can Use This Warranty? This Limited Warranty extends only to the original purchaser of Product. It does not extend to any subsequent or other owner or transferee of the Product.

2.6.2 What Does This Warranty Cover? This Limited Warranty covers, during the Limited Warranty Period, defects in materials and workmanship in the Products.

2.6.3 What Does This Warranty Not Cover? This Limited Warranty does not cover any damages due to:

• Transportation.
• Storage.
• Improper use.
• Failure to follow the Instruction Manual, or to perform preventative maintenance.
• Modifications or unauthorized repairs.
• Normal wear and tear.
• External causes, such as accidents, abuse, or other actions or event beyond our reasonable control.

2.6.4 What Are Your Remedies Under This Warranty? With respect to defective Products during the Limited Warranty Period, we have, in our sole discretion, elect to: (i) repair or replace the Products at no cost to you, or (ii) refund your purchase price for the Products and any associated subscription service.

2.6.5 How to Obtain Warranty Service. To report a claim under this Limited Warranty, you must send us an email at creator@raybaby.org.

2.6.6 Limitation of Liability. THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

Article 3: TERMS GENERALLY APPLICABLE TO THE FIRMWARE

3.1 Incorporation of Article 1 General Terms; Interpretation. The provisions of Article 1 above are hereby incorporated into this Article 3 as if fully restated herein. As they relate to the Firmware, to the extent any provision of this Article 3 is inconsistent with any other provision in the Terms, the provision in this Article controls. This Article constitutes an End User License Agreement for use of the Firmware (“Firmware EULA”). This Article does not apply to or grant any license for the software or services included in the Web Apps, Mobile Apps, and Sites.

3.2 Firmware License. Subject to the terms of this Firmware EULA, Raybaby grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Firmware, in executable object code form only, solely on the Product that you own or control and solely for use in conjunction with the Product for your personal, non-commercial purposes.

3.3 Firmware Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Firmware or make the Firmware available to any third party, (b) copy or use the Firmware for any purpose other than as permitted in Section 3.2, (c) use any portion of the Firmware on any device or computer other than the Product that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Firmware, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Firmware (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact RIoT Solutions, Inc. and provide us an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Firmware to any third party without our prior written approval for each such release.

3.4 Firmware Ownership. The Firmware and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of RIoT Solutions, Inc. and its licensors. RIoT Solutions, Inc. and its licensors reserve all rights in and to the Firmware not expressly granted to you in this Firmware EULA. The Firmware (and all copies thereof) is licensed to you, not sold, under this Firmware EULA. There are no implied licenses in this Firmware EULA. All suggestions or feedback provided by you to us with respect to the Firmware shall be our property. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.

3.5 Firmware EULA Term and Termination. This Firmware EULA and the license granted hereunder are effective on the date you first use the Firmware or Product and shall continue for as long as you own the Product, unless this Firmware EULA is terminated under this section. RIoT Solutions, Inc. may terminate this Firmware EULA at any time if you fail to comply with any term(s) hereof. You may terminate this Firmware EULA effective immediately upon written notice to us. Upon termination of this Firmware EULA, the license granted hereunder will terminate and you must stop all use of the Firmware, but the terms of Sections 3.2 through 3.8 (inclusive) will remain in effect, after any such termination.

3.6 Firmware Warranty Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIOT SOLUTIONS, INC. PROVIDES THE FIRMWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE FIRMWARE. WE MAKE NO WARRANTY THAT THE FIRMWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

3.7 Limitations of Firmware. You acknowledge that the Raybaby Monitor System, of which the Firmware is an integral part, is not certified for emergency response. YOU UNDERSTAND THAT THE SYSTEM IS NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. In addition, our customer care and support contacts are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.

3.8 Injunctive Relief. You acknowledge that the Firmware contains valuable trade secrets and proprietary information of RIoT Solutions, Inc., that any actual or threatened breach of Section 3.3 (Firmware Restrictions) of this Firmware EULA will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

Article 4: TERMS GENERALLY APPLICABLE TO THE WEB APPS, MOBILE APPS, AND SITES

4.1 Incorporation of Article 1 General Terms; Interpretation. The provisions of Article 1 above are hereby incorporated into this Article 4 as if fully restated herein. As they relate to the Software, to the extent any provision of this Article 4 is inconsistent with any other provision in the Terms, the provision in this Article controls. This Article constitutes an End User License Agreement for use of the Software (“Software EULA”). This Article does not apply to or grant any license for the software or services included in the Firmware.

4.2 Software License. Subject to the terms of this Software EULA, Raybaby grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Software, in executable object code form only, and solely for use in conjunction with a Raybaby System for your personal, non-commercial purposes, on (i) in the case of Mobile Apps, any mobile device connected via your Raybaby account to the physical monitor unit in your System, and (ii) in the case of the Web Apps and Sites, any personal computing or mobile browsing device.

4.3 Software Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party, (b) copy or use the Software for any purpose other than as permitted in Section 4.2, (c) use any portion of the Software on any device or computer other than a device or computer that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact RIoT Solutions, Inc. and provide us an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Software to any third party without our prior written approval for each such release.

4.4 Software Ownership. The Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of RIoT Solutions, Inc. and its licensors. RIoT Solutions, Inc. and its licensors reserve all rights in and to the Software not expressly granted to you in this Software EULA. The Software (and all copies thereof) is licensed to you, not sold, under this Software EULA. There are no implied licenses in this Software EULA. All suggestions or feedback provided by you to us with respect to the Firmware shall be our property. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.

4.5 Software EULA Term and Termination. This Software EULA and the license granted hereunder are effective on the date you first use the Software or Product (including its Firmware) and shall continue for as long as you own the System or visit the Raybaby Sites, unless this Software EULA is terminated under this section. RIoT Solutions, Inc. may terminate this Software EULA at any time if you fail to comply with any term(s) hereof. You may terminate this Software EULA effective immediately upon written notice to us. Upon termination of this Software EULA, the license granted hereunder will terminate and you must stop all use of the Software, but the terms of Sections 4.2 through 4.16 (inclusive) will remain in effect, after any such termination.

4.6 Software Warranty Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIOT SOLUTIONS, INC. PROVIDES THE SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. WE MAKE NO WARRANTY THAT THE FIRMWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

4.7 Limitations of Software. You acknowledge that the Raybaby Monitor System, of which the Software is an integral part, is not certified for emergency response. YOU UNDERSTAND THAT THE SYSTEM IS NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. In addition, our customer care and support contacts are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.

4.8 Injunctive Relief. You acknowledge that the Software contains valuable trade secrets and proprietary information of RIoT Solutions, Inc., that any actual or threatened breach of Section 4.3 (Software Restrictions) of this Software EULA will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

4.9 Registration. In order to use some features of our Services, you must first register and create a user name and password. You are required to give truthful contact information (such as name and email address). Your registration information will allow us to link your usage of the Mobile Apps to your Product device, and allow you access to forums. Our use of the information you provide to us is governed by the Privacy Policy.

4.10 Access, Use, and Registration.

4.10.1 Acknowledgement to Receive Email. As a registered member of the Services, you may receive emails from us from time to time regarding upcoming events, special promotions, and product and service offerings from us and our partners. We offer an opportunity to opt-out of certain communications on the Sites, through the Mobile Apps, or you may contact us at creator@raybaby.org.

4.10.2 Profiles. As part of registering with our Services, you may provide information about yourself such as your name, age, gender, a short description about yourself, and other information. We are not responsible for any personal information you choose to share within your profile, which may appear if you make any posts in our comments or forums portions of our Sites or Mobile Apps.

4.10.3 Social Network Login Credentials. The Services may enable you to connect to your Raybaby account with your Gmail account, or your Facebook account, or other third-party social network service provider account information (“Third Party Social Networking Account”). By connecting to the Services with a Third Party Social Networking Account, you give us permission to access, store and use your information from such third party social network service provider including, but not limited to, your user ID, any information that you have permitted the third-party social network service provider to share with us, and any information you have made public in connection with that service. Information received by Raybaby will be subject to our Privacy Policy, but Raybaby is otherwise not responsible for the information that it receives from such third party social network service provider. Any such third party social network service provider accessed from the Services is independent from Raybaby, and Raybaby has no control over the terms or content of that website. Your use of any third party social network service provider is subject to its terms of service and privacy policy. We request that our users exercise caution and good judgment when using third party social network service providers. You should always review, and if necessary, adjust your privacy settings on social network service providers and other third party websites and services before linking or connecting them to your System and its Services. Some of our Services may be restricted to members only. In order to become a member, we may ask you to complete a registration form and create a user name and password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these Terms.

4.10.4 Registered Users. You also have to register as a member in order to use the Mobile Apps and to connect the device to your account. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. For your convenience as a Raybaby member, all information that you provide to Raybaby is subject to Raybaby’s Privacy Policy. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on the Services.

4.11 Third Party Links. External links on the Services may lead to other websites. We are not liable for the content, goods, services, advertising, or other materials found on these external sites. Even if we refer to a third party or third party product or service, that does not mean that we approve or endorse that third party or that product or service. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

4.12 Services Content. You agree that we are not liable in any way for the accuracy, completeness, timeliness or correct sequencing of Content, or for any decision made or action taken by you relying upon the Content. The term “Content” means all information, text, alerts, images, data, links, software, or other material accessible through the Services, whether created by us or provided by another person or user, for display through the Services, including biometric and audio data about your baby. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content or trademarks displayed on our Services, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on our Services. The Content may contain typographical errors, other errors or inaccuracies. We reserve the right, but without obligation, to make changes to Content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes. You may view, copy, download, and print Content that is available to you through the Services, subject to the following conditions:

4.12.1 The Content may be used solely for internal informational purposes.

4.12.2 No part of the Services or Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose, except as may be available through the Services from time to time.

4.12.3 The Content may not be modified.

4.13 Content Submitted by Users.

4.13.1 Accuracy. Users may use the Services without volunteering Personal Information (as defined in our Privacy Policy). Please refer to our Privacy Policy for additional information on our practices for handling Personal Information. However, if you choose to provide Personal Information to register for or participate in the Services, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

4.13.2 Liability. We are not responsible or liable for the conduct of users or for views, opinions and statements expressed in Content submitted for public display through our Services, such as through Public Areas (as defined below). We do not prescreen Content posted by you or other third parties to online discussion boards, blogs, forums, or other services that may be available through the Services from time to time that allow users to communicate with other users (each, a “Public Area”). Content submitted to Public Areas may be viewed by other users or the general public. We may decide in the future to add a feature to enable you to select the level of sharing of your Content with other users in Public Areas. With respect to such Content in Public Areas, we are acting as a passive conduit for such distribution and are not responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by users through a Public Area are those of the respective user and not of Raybaby. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content you submit to the Services is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to the Services.

4.13.3 Monitoring. We have the right, but not the obligation, to monitor Content submitted to the Services, either through our submission forms or through Public Areas, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material, such as Content, submitted to or posted in any Public Area provided through our Services. Without limiting the foregoing, we have the right to remove any material that Raybaby, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the Content that you submit or post to our Services.

4.14 Prohibited Content. By accessing our Services or any Public Area, you agree that you will not disrupt or otherwise interfere in any way with any other user’s use of the Services and to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Services to:

4.14.1 Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Raybaby;

4.14.2 Post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

4.14.3 Post Content which infringes another’s copyright, trademark or trade secret;

4.14.4 Post unsolicited advertising or unlawfully promote products or services;

4.14.5 Advertise or offer to sell any goods or services for any commercial purpose through the Service unless authorized by us in a separate agreement;

4.14.6 Promote, solicit, or participate in any multi-level marketing or pyramid schemes;

4.14.7 Adapt, alter, license, sublicense or translate any of the Services for your own personal or commercial use;

4.14.8 Impersonate another person;

4.14.9 Harass, threaten or intentionally embarrass or cause distress to another person or entity;

4.14.10 Violate any federal, state, local, or international law or regulation;

4.14.11 Solicit personal information from children under 18 years of age;

4.14.12 Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 18 years of age);

4.14.13 Harvest or otherwise collect information about users, including email addresses, without their consent;

4.14.14 Transfer your Raybaby account and Login Credentials to another party without our consent;

4.14.15 Obtain unauthorized access to any computer system through the Services;

4.14.16 Introduce viruses, worms, Trojan horses and/or harmful code in connection with the Services;

4.14.17 Encourage conduct that would constitute a criminal or civil offense.

4.14.17 Encourage conduct that would constitute a criminal or civil offense.

While the above are an illustrative list of problematic types of conduct, Raybaby reserves the right to remove or modify any Content at any time, for any reason, whether on the foregoing list or otherwise. All submissions made to Public Areas will be public, and Raybaby will not be responsible for the action of other users with respect to any information or materials posted in Public Areas.

4.16 Copyright Infringement; Notice And Take Down Procedures. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Raybaby’s policy to respond to notices of any actual or alleged infringement that are reported to Raybaby’s “Designated Copyright Agent” and that comply with the DMCA. If you believe that any material on our Services infringes your copyright, you may request that it be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

• identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;
• identification of the material that you believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material;
• a statement that you have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law;
• your name, address, telephone number, and email address;
• a statement that the information in your claim is accurate;
• a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf.

Our agent for copyright issues relating to our Services can be contacted at creator@raybaby.org or at RIoT Solutions, Inc., ATTN: Copyright Agent, 7029-K Haycock Road, Falls Church, Virginia 22043.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of users of the Services who are repeat infringers.