BabyQuip

Material Connection Disclosure. BabyQuip requires our affiliates to comply with Federal Trade Commission (FTC) 16 CFR Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. BabyQuip reserves the right to demand corrective action, withhold commission fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with this provision. This means that you must prominently disclose the fact that financial or in-kind compensation is provided from BabyQuip to you, including by:

a. Disclosing that you receive a commission on reservations booked through you and your link. Written disclosures must stand out (e.g., bold, italic, and/or different color font), include #ad when online, and be clear and conspicuous in every situation where you supply the Affiliate Link (including by placing the written disclosure in any photo or video promoting BabyQuip). Users must not need to click or scroll to see the disclosure. Verbal disclosures to the user must be made where you are completing a booking for them or in any video or audio file that promotes BabyQuip.

B. Being honest in any review, promotion, or other endorsement of BabyQuip you make.

Restrictions on Marketing. You will not: (a) in any way suggest that BabyQuip is endorsing any products or services other than BabyQuip’s own products and services; (b) misrepresent the relationship between us or present any false information about BabyQuip; (c) except as specifically provided in these Terms, use any BabyQuip trade names, trademarks, or service marks without the prior written approval from BabyQuip; (d) link to the BabyQuip Site through any non-Affiliate Site or mirrored website; or (e) you will not purchase ads that direct to your site(s) through an Affiliate Link that could be considered as competing with BabyQuip’s own advertising, including, but not limited to, bidding on BabyQuip branded keywords.

Intellectual Property

BabyQuip Assets and BabyQuip Site. BabyQuip owns all right, title and interest in and to the BabyQuip Assets and the BabyQuip Site, including any intellectual property rights therein. BabyQuip grants to you a non-exclusive, non-transferable, non-sublicenseable, worldwide, fully-paid license to use and display the BabyQuip Assets as set forth in these Terms. You will comply with any written guidelines for use of the BabyQuip Assets that we provide. All goodwill associated with the use of the BabyQuip Assets will inure to our benefit. You must only use the BabyQuip Assets that are made available to you via the affiliate platform and in accordance with these Terms.

Representations and Warranties

• Mutual Representations. Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into these Terms and to perform its obligations hereunder; (b) the performance by it of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) these Terms constitute the legal, valid and binding obligation of it, enforceable against it in accordance with its terms; (d) it acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in these Terms; and (e) it possesses all authorizations, approvals, consents, licenses, permits, certificates or other rights and permissions necessary to grant the rights granted by it under these Terms and to perform its obligations under these Terms.
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• BabyQuip Representations. BabyQuip represents and warrants to you that (a) the BabyQuip Assets violates or infringes the intellectual property rights of any third party; (b) the BabyQuip Site does not include any content that may reasonably be considered obscene, defamatory, harassing, offensive, malicious, or liable to incite violence, racial hatred or acts of terrorism; and (c) its activities pursuant to these Terms and the BabyQuip Site will comply with all applicable laws, rules, and regulations.
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• Affiliate Representations. You represent and warrant to BabyQuip that (a) neither the Affiliate Marks nor the Affiliate Sites violate or infringe the intellectual property rights of any third party; (b) the Affiliate Sites (i) do not include any content that may reasonably be considered obscene, defamatory, harassing, offensive, malicious, or liable to incite violence, racial hatred or acts of terrorism; (ii) each post a privacy policy that discloses that tracking technologies from third parties may be present on the Affiliate Sites and otherwise provides adequate notice of the activities contemplated by these Terms; and (iii) comply with all applicable laws, rules, and regulations.
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• The BabyQuip Assets are provided "as is" to the fullest extent permitted by law. Except as specifically set forth in these Terms, BabyQuip disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose. 
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• Confidentiality
• Confidential Information. “Confidential Information” means any information relating to or disclosed in the course of our relationship, which is or should reasonably be understood to be confidential or proprietary to the disclosing party, including, but not limited to, the material terms of these Terms, information in any reporting, technical processes and formulas, source codes, product designs, sales, cost and other financial information, product and business plans, projections, and marketing data.
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• Obligations with Respect to Confidential Information. Each party agrees: (a) to protect and safeguard the other party’s Confidential Information against unauthorized use, publication or disclosure with the same degree of care that it uses to protect the confidentiality of its own Confidential Information and, in any event, not less than reasonable care; (b) to restrict access to the other party’s Confidential Information to those of its officers, directors, employees, agents, attorneys, accountants, investment advisors, and contractors who have a need to know and who have confidentiality obligations that afford the Confidential Information a substantially similar level of protection as is afforded by these Terms; and (c) not to use, or permit others to use, the other party’s Confidential Information except as is reasonably necessary to perform its obligations or exercise its rights under these Terms.
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• Limitations on Obligations. The obligations set forth above do not apply to information that: (a) is already known to the receiving party without restriction on use or disclosure at the time of communication to the receiving party; (b) is or becomes publicly known through no wrongful act or inaction of the receiving party; (c) has been rightfully received from a third party authorized to make such communication, without restriction on use or disclosure; or (d) has been independently developed by the receiving party without use of the Confidential Information of the other party. Notwithstanding any other provision of these Terms, a party may disclose Confidential Information of the other party if such disclosure is required by an order of a court or other governmental authority, law or regulation, but only to the extent that any such disclosure is necessary and after notice to the other if practicable. In such case, the party required to make the disclosure will, at the other party’s expense, assist the other party in obtaining an order protecting the Confidential Information from public disclosure, or in otherwise minimizing and limiting the breadth and scope of such disclosure.
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• Equitable Relief. Each of us understands and acknowledges that any disclosure or misappropriation of any of the other’s Confidential Information in violation of these Terms may cause irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the disclosing party will have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the disclosing party deems appropriate. Such right of the disclosing party will be in addition to the remedies otherwise available to the disclosing party at law or in equity.
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• Limitations on Liability and Indemnification
  • No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THESE TERMS. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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  • Cap on Liability. EXCEPT IN CONNECTION WITH (A) BREACH OF A PARTY’S OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION, (B) A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER THESE TERMS OR (C) A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER THESE TERMS EXCEED THE AMOUNT PAID BY BABYQUIP TO YOU IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION RELATING TO THE LIABILITY AROSE.
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  • Indemnification. Each party will indemnify, defend, and hold the other party, and its affiliates, employees, representatives, agents, directors, officers, managers, and shareholders, harmless from and against any damages, losses, costs, settlements, judgments, awards, fines, penalties, interest, liabilities, or expenses (including without limitation, reasonable attorneys’ fees and disbursements and court costs) (collectively, “Liability”) incurred in connection with any third-party claim, demand, or action (collectively, “Claim”) arising out of or relating to: (a) any actual or alleged breach of these Terms by that party; (b) any actual or alleged fraud, misrepresentation, or violation of applicable laws, rules or regulations by that party; (c) in the case of BabyQuip, the offering or provision of its services or the BabyQuip Site; (d) in the case of you, the offering or provision of any product or service or the Affiliate Sites. If a party becomes aware of a Claim for which it is indemnified by the other party, it will promptly notify the indemnifying party of the Claim (provided that failure to promptly notify the indemnifying party will relieve it of its indemnification obligations only to the extent that such failure has materially prejudiced its defense of the Claim). The indemnified party may, at its own expense, retain counsel to participate in the defense and disposition of the Claim. The indemnifying party may not settle, compromise, or in any other manner dispose of any Claim without the consent of the indemnified party, which will not be unreasonably withheld or delayed.
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• Miscellaneous
  • Force Majeure. No failure or omission by either party to carry out or observe any term of these Terms will give rise to any claim against the other party, or be deemed a breach of these Terms, if the failure or omission arises from causes beyond the that party’s reasonable control, including without limitation, earthquake, flood, fire, or other natural disasters, acts of God, acts of civil or military authority, government priorities, labor controversy, civil disturbance, terrorism, epidemics, quarantine, energy crises, war, riots.
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  • Independent Contractors. The parties are independent contractors. Neither party is an agent, representative or employee of the other party. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
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  • Expenses. Each party will be responsible for any expenses incurred by it in connection with the performance of its obligations under these Terms.
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  • Feedback. You may provide us with comments, suggestions, enhancement requests, recommendations or other feedback arising out of your experience (collectively “Feedback”). If you do provide Feedback, you assign to us all right, title, and interest, including any intellectual property rights therein, and agree not to assert any “moral rights”, in and to the Feedback. Further, you understand and acknowledge that we will own all right, title and interest, including intellectual property rights therein, in and to any enhancements to the Service Platform or other services offered by us or any of our affiliates, or any new services developed by us or any of our affiliates, based upon or otherwise incorporating your Feedback
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  • Notice. Notices will be considered given upon the date of delivery by email if receipt is confirmed electronically or in writing. Notices can also be sent by an overnight delivery service (confirmed by a signed receipt), by certified mail (return receipt requested), or by personal delivery (confirmed in writing by the deliverer), in which case, notice will be considered given as of the date on which confirmation of receipt is made.
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  • Entire Agreement; Amendment; No Waiver. These Terms set forth the entire agreement and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. The failure of either party to insist upon or enforce strict performance by the other party of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
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  • Assignment. Neither party may assign its rights or obligations, in whole or in part, under these Terms without the other party’s prior written consent, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, BabyQuip may assign its rights and obligations hereunder, without your consent, to a third party in the event of any sale, assignment, transfer or other conveyance to such third party of all or substantially all of the business or assets of BabyQuip. These Terms will be fully binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.
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  • Construction; Severability. In the event that any provision of these Terms conflicts with the law under which these Terms are to be construed or if any such provision is held invalid by a court with jurisdiction over the parties (a) the provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms will remain in full force and effect.
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  • Applicable Law; Venue. Except as otherwise expressly provided herein, these Terms will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware, except for its conflicts of laws principles. All controversies and claims arising out of these Terms will be resolved as set forth in Section 10, with all proceedings conducted in Santa Fe County, New Mexico.