Terms and Conditions

Last Updated | January 22, 2025

Welcome to Cradlewise! Your access and use of the Cradlewise website located at https://cradlewise.com (the “Site”) and products (including the Cradlewise smart crib), services, features, and mobile and web applications (“Apps” or “Cradlewise App” when referring to the mobile app) (individually and collectively the “Products and Services”) are subject to the terms and conditions in these Terms and Conditions (the “Terms” or “Agreement”). The Products and Services and the Site are collectively referred to as the “Platform.” These Terms, together with our Privacy Policy, which is incorporated herein, and all other rules, policies, and procedures that are published on the Services by us, constitute a legally binding agreement between you and Cradlewise Inc., its subsidiaries, representatives, affiliates, officers, and directors (“Cradlewise,” “we,” “us” or “our”) governing your use of the Platform. When you use the Platform, either as a paying customer, Site visitor, or any other individual whose information we have collected pursuant to our Privacy Policy, you are referred to in these Terms as a "User" (or “you,” or “your”).

Please read this Agreement carefully. By entering into this Agreement, and/or by using or accessing the Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions) and accept all of its terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Platform.

  • The Cradlewise Platform and Services
  • Eligibility
  • NO MEDICAL ADVICE
  • Wellness-related Content
  • Account Registration and Security
  • Software Requirements
  • Change of Cradlewise Crib Ownership
  • License to Use
  • License Restrictions
  • User Content and Other Content
  • Intellectual Property Rights
  • Platform Orders
  • DISCLAIMER OF WARRANTY
  • LIMITATION OF LIABILITY
  • Indemnity
  • Governing Law and Jurisdiction
  • Dispute Resolution and Arbitration
  • Severability
  • Changes to Services
  • Modification of Terms
  • Assignment
  • Non-Waiver
  • Third-Party Distribution Channels
  • Termination
  • Entire Agreement
  • Contact

The Cradlewise Platform and Services

Using our Platform, you may purchase our smart crib, as well as other Products and Services, to monitor a baby and receive non-medical information related to the baby’s sleep, noise, and movement. Certain of our Services are provided free of charge and are included with the purchase of a Cradlewise smart crib (see “Basic Services” below), while other Services require payment before they can be accessed (see “Cradlewise Plus Paid Subscription” below).

Basic Services. The purchase of a Cradlewise smart crib allows a User to access our Basic Services, such as Smart soothing and crib controls (including bouncing and the ability to play white, pink, or brown noise), video streaming and audio monitoring in the Cradlewise App, baby sleep logs, crib temperature monitoring, sleep tips and baby alerts.

Cradlewise Plus Paid Subscription. In addition to the Basic Services described above, Users who purchase a Cradlewise Plus Paid Subscription (“Paid Subscription”) will also have access to our premium Services, such as video alerts with each notification; a “sleep flipbook” video consisting of snapshots taken by the crib camera every minute to help you better understand your baby’s sleep patterns; access to a lullaby library; ability to record and upload user-created files with your own recorded voice to be played to your baby; and web streaming (in addition to the mobile App) that allows you to stream a live video of your baby on any web browser. We reserve the right to modify, discontinue, or offer new and different premium features, at any time and in our sole discretion. If we make any changes to the terms of Paid Subscription, including any modification, discontinuance, or changes to any of the features offered through the subscription, we will notify you through the Services. If you disagree with any such modifications, you may cancel your subscription in accordance with subscription terms. From time-to-time, we may offer trials of a Paid Subscription for a specified period without payment or at a reduced rate (“Trial”). By using our Services via a Paid Subscription or a Trial, you agree to the Cradlewise Plus Paid Subscription Terms and Conditions.

AI Technology and OTA Updates. The Services and Cradlewise’s software, text, graphics, images, video or audio data, and other technology and materials made available to you through the Services (collectively referred to as the “Content”) include proprietary technologies and other intellectual property owned by Cradlewise, such as artificial intelligence, algorithms, machine learning systems and models, deep-learning AI vision and audio models, and similar technology and features (together, “AI Technology”). Cradlewise may use AI Technology to provide you with the Services, including periodically adjusting the crib’s response to your baby’s specific sleep pattern and needs, as AI Technology learns more about your baby over time.

Unless you opt out in the Cradlewise App’s ‘Allow Data Uploads’ Setting, event-based audio-less video-clips from the crib, event-based audio spectrograms for cry detection, images of the area inside the crib and depth sensor point clouds collected through your use of the Cradlewise crib, Apps, and any other Cradlewise Products or Services shall be accessed, used, and stored by Cradlewise in accordance with this agreement and the Privacy Policy. Cradlewise uses data obtained from your crib for various purposes, as set forth in the Privacy Policy, including to train our AI model to create software updates specific to your baby’s needs. We provide periodic over-the-air (“OTA”) software updates to all of the cribs that are active on the Platform. If you opt out of the use of AI features, the periodic OTA updates that will be made available to your crib will not be individualized to your baby and may not provide the optimal experience.

Eligibility

You represent and warrant that you are at least 18 years of age. If you are under 18 years of age (or such other age of majority as established by applicable law), you may not, under any circumstances or for any reason, use the Platform as a customer. We may, in our sole discretion, refuse to offer the Services to any person or entity and change eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent that the offering, sale, or provision of the Services conflicts with any applicable law, rule, or regulation.

You acknowledge that the nature of the Services may require us to collect or otherwise process certain personal information of children under the age of 18, consistent with this Agreement and our Privacy Policy, in order for the Services to operate as intended and for you to receive the benefit of the Services. You consent to any such collection, use, and disclosure of such personal information, including as set forth in our Privacy Policy. You represent and warrant that you have the authority to provide this consent.

The Services are offered only for Users and children associated with Users’ accounts, and not for the use or benefit of any third party.

Currently, our Platform is being offered to residents of the United States, Canada, and India only. If you choose to use our Platform in any other jurisdiction, you accept it as-is, with no warranties of any kind.

NO MEDICAL ADVICE

CRADLEWISE PROVIDES THE SERVICES FOR YOU TO MONITOR CHILDREN IN YOUR CARE PLACED IN A CRADLEWISE CRIB. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE INTENDED FOR YOUR PERSONAL INFORMATIONAL USE ONLY. CRADLEWISE PRODUCTS AND SERVICES ARE NOT MEDICAL DEVICES.

CRADLEWISE PRODUCTS AND SERVICES, INCLUDING ANY CONTENT DISPLAYED VIA THE SERVICES, ARE NEITHER REGULATED, NOR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION, DO NOT PROVIDE MEDICAL ADVICE, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR (1) ADVICE FROM YOUR DOCTOR OR OTHER MEDICAL PROFESSIONALS, (2) A VISIT, CALL, OR CONSULTATION WITH YOUR DOCTOR OR OTHER MEDICAL PROFESSIONALS, OR (3) THE DIAGNOSIS, TREATMENT, PREVENTION, OR MITIGATION OF A DISEASE, DISORDER, SYNDROME, OR CONDITION.

ALL CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY ALERTS AND NOTIFICATIONS RELATED TO YOUR BABY, IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MAY NOT BE ACCURATE. OUR PRODUCTS AND SERVICES ARE NOT INTENDED TO DIAGNOSE, DETECT, TREAT, PREVENT, MITIGATE, OR CURE ANY DISEASE, DISORDER, SYNDROME, OR MEDICAL CONDITION (INCLUDING, BUT NOT LIMITED TO, SUDDEN INFANT DEATH SYNDROME (SIDS), RESPIRATORY SYNCYATIAL VIRUS (RSV), SEIZURES, AND LARYNGOTRACHEOBRONCHITIS (CROUP)).

USE OF THE SERVICES, OR COMMUNICATION WITH US VIA THE INTERNET, EMAIL, OR OTHER MEANS, DOES NOT CREATE ANY DOCTOR-PATIENT RELATIONSHIP. IF YOU HAVE ANY HEALTH-RELATED QUESTIONS, SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER WITH RESPECT TO ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, TREATMENT, OR CHANGE TO YOUR CHILD’S BEHAVIOR, INCLUDING SLEEP OR BREATHING PATTERNS. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ, SEEN, UNDERSTOOD, OR ASSUMED THROUGH OUR PLATFORM. WE ARE NOT RESPONSIBLE FOR YOUR DECISION TO SEEK OR NOT SEEK MEDICAL CARE BASED ON YOUR EXPERIENCE WITH OUR PLATFORM.

YOU ACKNOWLEDGE AND AGREE THAT MONITORING THE CHILDREN IN YOUR CARE REMOTELY, INCLUDING BY USING THE PLATFORM, CARRIES CERTAIN INHERENT AND SIGNIFICANT RISKS OF INJURY OR DEATH, AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES.

Wellness-related Content

The Content available through the Services, including our Blog, may include recommendations and other media to help with general wellness efforts, including sleep-related efforts. You acknowledge and agree that Cradlewise is not a healthcare provider and that the Services (including any general wellness recommendations and any information available through the Services that may appear to be personalized) may not be appropriate for your family. Cradlewise is not responsible for any results that may or may not be obtained from the use of the Service.

Account Registration and Security

In order to access the full functionality of the Platform, you will be required to register an account on the Services. When you register an account as the primary Platform User, you are granted with administrative rights to your account. Using these administrative rights, you can grant additional access to the account to up to nine (9) other individuals (e.g., family members and caregivers, collectively the “Authorized Users” (referred to as “Caregivers” in the Cradlewise App)). Each Authorized User will be required to register their own User profile in order to access your account. You are fully responsible for the actions or inactions of any Authorized User on the Platform. You and the Authorized Users are collectively referred to as “Users” or “you.”

You must provide accurate and complete information and keep it current and updated at all times. You shall not: (1) select or use as a username a name of another person with the intent to impersonate that person, (2) use as a username a name subject to any rights of a person other than you without appropriate authorization, (3) use, as a username, a name that is otherwise offensive, vulgar, or obscene, or (4) do anything illegal in the creation or use of the account.

You are solely responsible for the activity that occurs on your account and for keeping your account password secure. You may never access the Services through another User’s profile or account without permission. You agree not to publish, distribute, or post your or other Users’ account login information. You shall not transfer your account to anyone, and we reserve the right to immediately terminate your account in the event that you transfer your account. You have the right to delete your profile or account, either directly or through a request made to one of our employees or affiliates. If you suspect that any unauthorized party is using your profile or account, you agree to notify us immediately at support@cradlewise.com.

Software Requirements

You are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications (the “Software Requirements”) to use the Services provided on the Platform.

The Software Requirements are as follows:

  • Android enabled devices or iOS enabled devices
  • Safari, Google Chrome or Internet Explorer
  • Language: English

Change of Cradlewise Crib Ownership

This section applies to cribs sold by Cradlewise on or after March 5, 2024 and subsequently resold or gifted by the original User-purchaser.

We only sell new cribs and we are not involved in any way in any crib resale or gifting by the original crib purchaser and User to another individual. As the original crib purchaser, you understand that we do not make any promises, representations, or warranties to you with respect to your ability to resell or gift the crib, including with respect to any resale value the crib might have. If you choose to resell or gift the crib you purchased from us, you agree to share with the individual to whom you are reselling the crib these Terms and direct them specifically to this section.

If you purchase a Cradlewise crib secondhand or receive a used Cradlewise crib as a gift from the original User and purchaser of the crib, you understand that we do not have a contractual relationship with you resulting from your purchase or receipt of the crib. If you purchase or receive as a gift any previously registered and used Cradlewise crib that Cradlewise sold on or after March 5, 2024, and you want to register an account and use our Platform, including our Services (which include the use of the Cradlewise App to connect to the smart crib for controls, audio/video streaming, images, sound machine, data insights, and other Services associated with the crib, including but not limited to, crib firmware updates, as well as access to Cradlewise Customer Support), you will be required to pay Cradlewise a one-time activation fee of $120.00 at the time of activation. You will not be able to use our Services if you do not pay this activation fee.

Second-hand crib activation fee allows us to ensure the sustainability of high-quality services for all Cradlewise users and to maintain the integrity and functionality of our Products and Services, so that every child and parent or caregiver benefits from the full Cradlewise experience.

License to Use

Subject to this Agreement, we grant you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to (1) access and use the Content and the software and Apps made available through the Platform and (2) use the Cradlewise software embedded within the Products, in each case solely for the purposes of using the Services. Any use, reproduction, modification, distribution, dissemination, or storage of any Content for any purpose other than using the Services as permitted under this Agreement and any subscription is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right. The Content may be owned by us or may be provided through an arrangement we have with others, including our licensors, partners, sponsors, or affiliates.

License Restrictions

You must comply with the laws that apply to you in the jurisdictions from which you access the Platform. If any laws applicable to you restrict or prohibit you from using the Platform, you must comply with those legal restrictions or, if applicable, stop accessing and/or using the Services. You represent and warrant that all the information you provide to Cradlewise when you access or use the Platform is and shall remain true, accurate and complete at all times.

The following activities are expressly prohibited:

  • Publishing any Platform Content in any other media for commercial purposes without our prior consent;
  • Publicly performing and/or showing any Platform Content without our prior written consent;
  • Using the Platform in any way that is or may be damaging to the Platform or any User;
  • Engaging in any use of the Platform, which, in our sole judgment, degrades the reliability, speed, or operation of the Platform or any underlying hardware or software thereof;
  • Using the Platform in any way that impacts User access to the Platform;
  • Using the Platform in violation of any applicable laws and regulations;
  • Engaging in any data mining, data harvesting, data extracting or any other similar tools or techniques (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to harvest, extract, or collect any information from the Content or our Platform;
  • Using the Platform to engage in any advertising or marketing;
  • Using the smart crib in any manner that may harm the baby;
  • Using the Services to provide, or incorporate the Services into, any product or service provided to a third party;
  • Reverse engineering, decompiling, disassembling, or otherwise seeking to obtain the source code or non-public APIs to the Services;
  • Circumventing, disabling or otherwise interfering with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services.

Certain areas of this Platform are restricted from being accessed by you and we may further restrict access by you to any areas of this Platform, at any time, at our sole discretion.

User Content and Other Content

The Services may include functionality to permit your submission of certain content, whether manually at your direction or automatically in accordance with your Cradlewise account settings or otherwise (collectively, “User Content”) and the hosting, sharing, and/or publishing of such User Content.

User Content includes, without limitation, any user profile information you submit and make publicly available, as well as any reviews, testimonials, comments, and suggestions for improvements to the Services and any other feedback you submit to us. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations. All User Content shall not be subject to any confidentiality obligations on Cradlewise or any third party, and Cradlewise may use such User Content for any purpose, including for marketing purposes and to improve the Products and Services, without any compensation to you. You understand that Cradlewise does not guarantee any confidentiality with respect to User Content that you submit and make available to others.

You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (1) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (2) you have the express, specific, informed, and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement.

In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content.

Video, audio, images, and photographs collected through your use of the Cradlewise crib, Apps, and any other Cradlewise Products or Services as part of your use of the Platform shall not be considered User Content for the purposes of this Agreement.

By submitting User Content to us (which, as defined in the preceding paragraph, does not include video, audio, images, and photographs collected through your use of the Cradlewise crib and Apps), you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to edit, modify, truncate, aggregate, translate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish, and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms with our business partners and licensees for information and analytical purposes.

Intellectual Property Rights

The Content is protected by intellectual property rights, including copyright under both United States and other laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement or subscription, your permission to access and/or use the Content and other Services automatically terminates and you must immediately destroy any copies you have made of the Content.

Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use our trademarks or any Third Party Trademark displayed on the Services. The Third Party Trademarks may not be used to disparage any applicable third party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third Party Trademarks.

The Services may include access to hyperlinks, content, recommendations, and data from third-party websites, products and services (“External Services”). These External Services are provided solely as a convenience to you but are not an endorsement by us of the content, recommendations, and data on or made available through such External Services, and may be subject to separate legal terms and conditions between you and third parties. We are not a party to such separate legal terms and conditions and your use of any External Services shall be at your own risk. The content, recommendations, and data of such External Services are developed and provided by others. In addition, the Services permit access to content, recommendations, and data posted, stored, or displayed at the direction of users of the Services, for which we cannot accept any responsibility or liability.

We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit your notifications of claimed infringement and other notices relating to Content and User Content and/or violation of this Agreement to: Cradlewise, 40087 Mission Blvd, #391 Fremont, CA 94539.

Platform Orders

You can purchase Cradlewise Products and Services through our online store on the Platform. By purchasing Products and Services through our Platform, you represent that you are at least the age of majority in your jurisdiction. Products and Services that we sell through our Platform are currently available for purchase and use in the United States, Canada, and India only.

We reserve the right to refuse to sell Products and Services to anyone for any reason at any time. You understand that in the Platform, your User Content (not including payment card information), may be transferred unencrypted and involve transmission over various networks. Your payment card information will be processed by our third-party payment processors, which are integrated into our Platform.

Prices for our Products and Services (including a Paid Subscription and second-hand crib activation fee) are subject to change at any time and without notice, unless otherwise specified. We reserve the right at any time to modify, temporarily suspend, or entirely discontinue the Platform (or any part thereof) without notice and in our sole discretion. We shall not be liable to you or to any third party for any modification, price change, temporary suspension or discontinuance of the Platform. If we discontinue the Platform, you will remain liable for all amounts due up to and including the date of discontinuance.

Occasionally, there may be Content on our Site that contains typographical errors, inaccuracies or omissions that may relate to Product or Services description, pricing, promotions, offers, Product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Platform is inaccurate at any time without prior notice.

You agree to pay all applicable fees, charges, and taxes when ordering Products and Services, including as described in the policies applicable to our Services, including Cradlewise Plus Paid Subscription Terms and Conditions.

The Products purchased via the Platform will be shipped to the address you designate as the shipping address during the check-out process. Shipping will be made on the date(s) selected by us. All items will be packed for shipment and shipped in accordance with our standard practices. We shall not be liable for any damages or penalties for delivery delay or for failure to give notice of delay. The foregoing terms shall only apply to the extent you purchase the Products directly from the Company.

Coupons and discount/promo codes must be used at the time of the original purchase, only at the time of check-out, and can not be retroactively applied or changed after purchase. Coupons and discount/promo codes are not transferable and may not be reproduced, purchased, traded, or sold. We reserve the right to cancel orders that use a code that was obtained from a web forum or other Internet site, or are in violation of any restriction.

Cradlewise reserves the right to refuse or cancel an order at any time and for any reason. Any Product returns and any order cancellations shall be done in accordance with the Cradlewise Return and Cancellation Policy applicable to your location, the United States, Canada, and India.

DISCLAIMER OF WARRANTY

EXCEPT AS STATED IN CRADLEWISE WARRANTY AND PROTECTION PLAN AND CRADLEWISE PROTECT (BOTH OF WHICH ARE AVAILABLE SOLELY TO USERS IN THE UNITED STATES, CANADA, AND INDIA), THE PLATFORM AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. WE HEREBY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

WE, OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT (INCLUDING THE USER CONTENT) OR SERVICES, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY. WE DO NOT MAKE ANY PROMISES OR REPRESENTATIONS ABOUT CRADLEWISE’S PRODUCTS (INCLUDING THE CRIB), THE APPS’, OR THE SERVICES’ FUNCTIONALITY, PERFORMANCE, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

NEITHER WE NOR OUR AFFILIATES OR PARTNERS SHALL BE SUBJECT TO LIABILITY FOR (I) THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO USERS OF THE SERVICES OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR (II) FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES OR TO THE AVAILABILITY OF ANY DATA OR INFORMATION STREAM (INCLUDING AUDIO OR VIDEO FEEDS AS WELL AS IMAGES AND PHOTOGRAPHS) FROM WHATEVER CAUSE. FURTHER, WE MAKE NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ERROR-FREE OR THAT THE SERVICES OR THE CONTENT (INCLUDING THE APPS) ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES THE CRADLEWISE PRODUCTS (INCLUDING THE CRIB), THE APPS, AND THE CONTENT) IS AT YOUR OWN RISK.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST OR CORRUPTED DATA OR INTERRUPTION OF SERVICES) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, INCLUDING THE CRADLEWISE PRODUCTS, THE APPS, AND/OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnity

You agree to defend, indemnify, and hold us and our subsidiaries, affiliates, officers, agents, suppliers, employees, partners, and licensors harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your User Content, (ii) your breach of this Agreement, (iii) your uploading of, access to, connection to, or use or misuse of the Content or the Services, or (iv) your violation of law. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of California and the United States, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is expressly excluded. You and Cradlewise agree that, except as otherwise provided in Section Dispute Resolution and Arbitration below, the state and federal courts located in San Francisco, California will have exclusive jurisdiction of all disputes arising out of or related to this Agreement or your use of the Platform and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Cradlewise shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

Dispute Resolution and Arbitration

Arbitration Procedures. You and Cradlewise agree that, except as provided in this Section, all disputes, controversies and claims related to these Terms or the Platform (each a “Claim”) shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section and the JAMS Rules, the terms in this Section will control and prevail.

Except as otherwise set forth in this Section, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Cradlewise will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and Cradlewise may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

Location. The arbitration will take place in San Francisco, California, unless the parties agree to video, phone or internet connection appearances.

LIMITATIONS. YOU AND CRADLEWISE AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE CLAIM BETWEEN CRADLEWISE AND YOU INDIVIDUALLY. YOU AND CRADLEWISE AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

Exceptions to Arbitration. You and Cradlewise agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Cradlewise’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

Severability of Dispute Resolution and Arbitration Provisions. You and Cradlewise agree that if any portion of this Section is found illegal or unenforceable (except any portion of Subsection “Exception to Arbitration”), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Subsection “Exception to Arbitration” is found to be illegal or unenforceable then neither you nor Cradlewise will elect to arbitrate any Claim falling within that portion of Subsection “Exception to Arbitration” found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within San Francisco, California, United States of America, and you and Cradlewise agree to submit to the personal jurisdiction of that court.

Severability

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

Changes to Services

The Platform may change over time. We may suspend or discontinue any part of the Platform, including Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to provide you notice when we make a material change to the Services, but we do not guarantee such notice. Similarly, we reserve the right to remove any Content or User Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.

Modification of Terms

We may modify these Terms and/or Services at any time and in our sole discretion. Such modification will be effective upon posting it to our Site. By continuing to access or use the Services after such modification, you are agreeing to be bound by the modified Agreement, and your continued use of the Platform will be subject to the updated Terms. We encourage you to visit this page from time to time to be informed of any changes. You can view the effective date of the Agreement at the top of this page.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. This Agreement will inure to the benefit of our successors and permitted assigns.

Non-Waiver

Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

Third-Party Distribution Channels

Cradlewise offers software applications that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services. With respect to software that is made available for your use in connection with an Apple-branded product (such software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

  • Cradlewise and you acknowledge that this Agreement is concluded between Cradlewise and you only, and not with Apple Inc. (“Apple”), and that as between Cradlewise and Apple, Cradlewise, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
  • Your license to use the Apple-Enabled Software is limited to a non-exclusive, revocable, non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Cradlewise’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Cradlewise and you acknowledge that Cradlewise, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Cradlewise and Apple, Cradlewise, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Cradlewise at the email address or mailing address set forth in Section “Contact” of this Agreement.

Cradlewise and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

Termination

We may remove, restrict, cancel, or suspend your access to and/or use of the Platform, in whole or in part, if we determine, in our sole discretion, that you violated these Terms. You may also terminate this Agreement by ceasing to access the Service, deleting all copies of the Service or part thereof within your control. Termination shall not affect any rights or remedies accrued up to the time of termination.

Entire Agreement

These Terms and other agreements, rules, and policies incorporated by reference in these Terms or posted by us on the Platform, including, without limitation, the Privacy Policy, constitute the entire agreement between you and Cradlewise with respect to the Platform. It supersedes any and all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between you and Cradlewise relating to the subject matter contained in these Terms.

Contact

If you have any questions about these Terms or the Platform, please contact Cradlewise by email or postal mail at the following address:

Name: Cradlewise Inc.

Address: 40087 Mission Blvd, #391 Fremont, CA 94539, USA

Email: support@cradlewise.com