Thank you for visiting the Nabi Baby, Inc. ("Nabi Baby™") Web Site (the "Site"). In light of the complexities governing the use and operation of web sites, we have set forth below a series of Site Access and Use Terms ("Terms") that apply to your access to and use of the Site. Also included in these Terms are the Data Privacy and privacy terms. Compliance with and acceptance of the Terms are required in order for you to have access to and use of the Site. Please read the Terms very carefully. We hope that you will understand that, in the complex legal world of the Internet, access and use terms are required. If you do not agree with or do not accept any of the Terms, please immediately exit the Site and refrain from further access. BY CHOOSING TO ACCESS AND USE THIS SITE, YOU ARE EXPRESSLY AGREEING TO BE BOUND BY THESE TERMS.
Thank you for your understanding. We hope that you enjoy the Site and find it useful. Also, please keep in mind that information provided on this site and via linked sites is not for the purposes of seeking or encouraging investment unless specifically designated as such.
1. LIMITED TERMINABLE LICENSE
As described below, your compliance with the Terms provides a limited, terminable license regarding access to and use of the Site Contents. "Site Contents" or "Contents" means images, text, information, sounds, interactive features, links, and other features of the Site. "Site Code" means any and all underlying elements of the Site, including, but not limited to source code, object code, and other sets of statements or instructions that relate to the operation or functions of the Site.
You agree:
a) Not to alter any Site Content in any manner or use it in a manner specifically prohibited by these Terms or by the instructions in the Site;
b) To use the Site Contents for your own informational purposes only. For example, unless expressly authorized by Nabi Baby™, you agree not to place any Site Contents on a network and will not use any Site Contents to advertise or otherwise promote any products or services not provided by Nabi Baby™ ;
c) Not to copy, distribute, reverse engineer, decompile, disassemble, modify, disclose or otherwise use any Site Code without the express written permission of Nabi Baby™;
d) You may print out a copy of the Site Contents, or an excerpt from the Site Contents, to preserve a "hard copy." However, you agree to place the following notation on your copy: "© 2007- Nabi Baby™, Inc. All Rights Reserved. See Nabi Baby™, Inc. Web Site for Access and Use Terms and additional information and conditions of use";
e) Nabi Baby™ may, solely in its own discretion and without advance notice, revoke the limited license regarding all of the Site Contents or with respect to specific images, texts, other Site features or Site Code. If requested by Nabi Baby™, you agree to cease using and/or destroy any copies of the subject Content;
f) Unless expressly permitted in writing from Nabi Baby™, you will not frame, link, associate with advertisements (e.g., pop-ups) or commercially exploit the Site, Site Contents or the Site Code; and
g) You are responsible for ensuring that other parties that have access to the Site or Site Contents through your system or with your permission agree to the Terms.
2. OWNERSHIP OF TRADEMARKS, PATENTS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS
All trademarks, service marks, certification marks, trade names, trade dress, copyrights, patent rights and other proprietary rights in or associated with the Site, the Site Contents and Site Code are the properties of Nabi Baby™, its owner(s), affiliated entities or its licensors. Nothing in these Terms or any Site Contents shall convey an ownership interest or a non-terminable license in any trademarks, service marks, trade names, trade dress, copyrights, patent rights and other proprietary rights in or associated with the Site, the Site Contents or the Site Code.
3. SUBMISSIONS AND USER GRANT OF LICENSE
Nabi Baby™ is pleased to hear from its customers and Site users and we occasionally invite and accept submissions of proposed content for the Site, such as photographs, designs or text. We welcome your input. However, due to legal requirements, we cannot provide compensation for, agree to consider, or agree in advance to keep confidential, any submission of creative ideas, disclosures of inventions, other disclosures of potentially useful information, or submissions of any other content. In order to avoid confusion and unmanageable situations, all content submitted by you via the Site or through any contact information provided in the Site (e.g., addresses, email addresses, telephone numbers, links) is provided with a paid-up, perpetual, non-exclusive license, effective everywhere, to Nabi Baby™ to consider, retain, copy, use, publish, modify, disclose and otherwise exploit the expression, concepts, and information in the content, at Nabi Baby™’s sole discretion. BY SUBMITTING ANY CONTENT, YOU REPRESENT AND WARRANT THAT YOU ARE NOT A MINOR AND THAT YOU HAVE FULL RIGHT AND AUTHORITY TO SUBMIT THE CONTENT AND AGREE TO THESE TERMS WITH REGARD TO THE CONTENT. Nabi Baby™ may, in its sole discretion, determine that the submission and its contents should be kept confidential. Any or all of these license rights can be assigned and sublicensed by Nabi Baby™ and they apply to all manner of copying, display, distribution, transmission, communication, reproduction, storage, recording and all other media or means of exploitation now known or hereafter conceived. If any applicable law, judicial decision or regulatory requirement restricts or limits the provisions of this paragraph, Nabi Baby™’s liability, if any, will be limited in accordance with THE LIMITATION OF LIABILITY terms in Section 6 of these Terms.
4. PUBLIC COMMUNICATIONS, FORUMS AND INTERACTIVE FEATURES
As a convenience to visitors of the Site, Nabi Baby™ may provide from time to time, at its sole discretion, one or more chat areas, blog areas, message boards, email functions, contact information, polls, surveys, and other features for use by visitors to the Site. Such features are referred to herein as "Visitor Features." Nabi Baby™ may, in its sole discretion and without advance notice, discontinue provision of any Visitor Features to any or all Site visitors and may, in its sole discretion, remove any content provided by a Site visitor. Users of Visitor Features are bound by and must comply with the Terms, and must agree NOT to do the following:
a) Transmit any content that is damaging, disruptive, obscene, unlawful, inaccurate, defamatory, illegal or otherwise objectionable to Nabi Baby™;
b) Impersonate any other person or entity, provide false or misleading identification or address information, or invade the privacy or violate the personal or proprietary right of any person or entity;
c) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to regulations having the force of law, while you are using or accessing any Visitor Features; and
d) Infringe the copyrights, trademarks, or other personal or proprietary rights of any person or entity.
Nabi Baby™ hopes that all of those who use and have access to the Site will follow the Terms and otherwise conduct themselves properly. However, Nabi Baby™ cannot be responsible for monitoring, verifying or substantiating content or code provided by third party users of the Site. Therefore, you agree that Nabi Baby™ shall not be liable for any breach of the Terms by third parties or for other injurious behavior engaged in by third parties who use or gain access to the Site. Also, any content provided by a Site Visitor is also subject to the grant of rights to Nabi Baby™ in Section 3 of these Terms.
5. LINKS
Unless expressly stated otherwise by Nabi Baby™, Nabi Baby™ does not necessarily control sites that may be linked to or from the Site. Nabi Baby™ cannot monitor or otherwise evaluate such sites, and Nabi Baby™ is not responsible for any of their contents, features, codes, underlying materials, terms of access or privacy policies. Even if you are linked to a web page other than the front page of the linked site, you are responsible for checking that site's terms and conditions of access and use, as well as the site's privacy policies. Materials on other sites may be subject to proprietary rights and other restrictions. LINKS ARE PROVIDED FOR YOUR CONVENIENCE ONLY AND THEIR USE IS AT YOUR SOLE DISCRETION AND RISK.
All links to this Site or any of its pages require the prior express written consent of Nabi Baby™, except that Nabi Baby™ consents to external links in circumstances in which all of the following are present: (a) the link is text-only and contains only the name "Nabi Baby™, Inc."; (b) the link directs the Internet browser to the main page of the Site and not to other web site pages within this Site; (c) the link, when in use with any browser, displays the entire Site full screen without frames and does not utilize banner advertisement or pop-up advertisements or otherwise obscure, hide, modify or minimize any page contained in the Site; (d) the appearance, display or formatting of any page on the Site is not juxtaposed, associated with, positioned with, or otherwise related to any other activity, product, entity or person such as to create a false impression that Nabi Baby™ has a relationship with any such activity, individual, entity or product or that Nabi Baby™ endorses, sponsors or is associated with such activity, individual, entity or product when it is not; and (e) does not damage, disparage or deplete the goodwill associated with any trade name, trademark or service mark belonging to or associated with Nabi Baby™. AT ANY TIME AND FOR ANY REASON, NABI BABY™, IN ITS SOLE DISCRETION AND WITHOUT ANY LIABILITY TO YOU, MAY REVOKE THIS CONSENT TO LINK TO THE SITE.
6. WARRANTY DISCLAIMERS, INVESTMENT INFORMATION, DAMAGE LIMITATION, INDEMNIFICATION
THE SITE, OPERATION OF THE SITE CODE, SITE CONTENTS (INCLUDING BUT NOT LIMITED TO LINKED SITE CONTENTS), AS WELL AS THE OPERATION OF AND EFFECTS OF ACCESS TO THIS SITE AND LINKED SITES, ARE PROVIDED "AS IS." NABI BABY™, ITS PREDECESSORS, OWNERS, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, SUPPLIERS, AGENTS, AND CONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL STATUTORY, EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF: (1) SUITABILITY FOR ANY PARTICULAR PURPOSE, (2) MERCHANTABILITY, (3) COMPLETENESS, (4) ACCURACY, (5) NON-INFRINGEMENT, AND (6) FREEDOM FROM TECHNICAL ERRORS OR UNAUTHORIZED, INJURIOUS INTRUSIONS OR ITEMS, SUCH AS HACKING, VIRUSES, AND OTHER HARMFUL COMPONENTS. IRRESPECTIVE OF WHETHER A CLAIM IS BASED UPON CONTRACT, NEGLIGENCE, TORT OR OTHER PRINCIPLES, AND IRRESPECTIVE OF WHETHER THEY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, NABI BABY™, ITS PREDECESSORS, OWNERS, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, SUPPLIERS, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, OR DAMAGES FOR BUSINESS DISRUPTION OR LOSS OF INFORMATION.
PLEASE NOTE THAT SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES. THEREFORE, SOME OF THE ABOVE TERMS MAY BE INAPPLICABLE TO PARTICULAR CIRCUMSTANCES.
You agree to indemnify, defend and hold harmless Nabi Baby™, its predecessors, owners, directors, officers, personnel, suppliers, agents, and contractors from any and all claims and causes of actions arising from or related to any violation of the Terms by you or by others that gain access to the Site through your system or to whom you have provided access to Site Contents. Nabi Baby™ reserves the option, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Nabi Baby™ in asserting any available defenses. You shall be responsible for any damages or fines assessed due to violation of the Terms by you or others that gain access to the Site through your system or to whom you have provided access to Site Contents.
7. PRODUCTS AND SERVICES
PRODUCTS AND SERVICES OFFERED THROUGH THIS SITE MAY BE SUBJECT TO LICENSE TERMS AND TERMS OF USE OR SALE THAT ARE IN ADDITION TO, OR DISTINCT FROM, THE TERMS. THEREFORE, THE PROVISION AND ACCEPTANCE OF ANY SUCH PRODUCT OR SERVICE SHALL BE SUBJECT TO ANY ADDITIONAL OR DISTINCT TERMS SUPPLIED BY NABI BABY™ OR THE THIRD PARTY SUPPLIER(S) OF THE PRODUCT(S) OR SERVICE(S).
8. CHANGES TO SITE OR TERMS OF ACCESS AND USE
Nabi Baby™ reserves the right, at its sole discretion, without advance notice, to change, modify, add or remove all or any portion of the Site or the Terms. Changes to the Terms shall be immediately effective when posted. You agree to review the Terms periodically to be aware of any changes. Your access to and continued use of the Site after the changes are posted shall constitute acceptance of those changes. Also, events may occur that result in disruption or discontinuation of access to the Site, removal of specific Site Contents or corruption of Site Code. Therefore, Nabi Baby™ reserves the right, without liability, to: (1) discontinue provision of access to the Site to any and all users without notice; and (2) remove or modify any Site Content.
9. CHANGES IN SITE OR RIGHTS OWNERSHIP
You agree that these Terms and Nabi Baby™’s interests, rights, and obligations hereunder, can be transferred by Nabi Baby™ to a subsequent owner of an interest in this Site or any of the Site Contents.
10. PRIVACY TERMS
We appreciate that you have visited our Site. Our privacy terms are meant to ensure that the Site can operate efficiently and be used as a tool to provide services. Sites that link to, or are linked from, this Site may have different privacy terms.
As with many other web sites, when you visit this Site, our web server or system may automatically recognize and store information. Examples of such information might include identification of the type of Internet browser used, the type of operating system your computer has, the name of the Internet service used, the user's "click path," the advertisement or link used to gain access to the Site, and the exit link or path from the Site. This type of non-personal information helps us to evaluate the features of our Site and to determine the best ways to provide our services. At times, we will share such information with our affiliates or parties that are helping with our Site or working with us. If you provide personal information, such as a name and address, we may use that information to communicate with you, or our affiliates or parties working with us may use the information to communicate with you. If any personal information is incorrect or objectionable, please contact Nabi Baby™ at info@nabibaby.com. Any personal data collected about European Union ("EU") visitors via this web site or when you contact Nabi Baby™'s sales, customer or technical support will be processed in the United States by Nabi Baby™ or a party acting on its behalf.
When you visit the Site, we may use the widely-used technology called "cookies." Cookies are bits of data sent to your browser for the purposes of authenticating, tracking and maintaining information about your use of the Site, such as site preferences and electronic shopping cart contents. We collect and use, and may from time-to-time supply third parties with, this information as anonymous, collected or aggregated user data for the purposes of analysis, quality control and improvements to the Site. Most Internet browsers will allow you to erase cookies from your computer's hard drive, block acceptance of cookies, or receive a warning that a cookie is stored. Please note, however, that if you block cookies, some portions of the Site may not function properly. Your computer user's manual or help screen may contain more information on how to eliminate or control the use or storage of cookies.
Web beacons are web page images that allow Nabi Baby™ to gather anonymous data about visits to the Site. This information is sometimes referred to as "clickstream data." Nabi Baby™ may collect clickstream data regarding the Site and its use through web beacons or similar technology. Nabi Baby™ may use this data, alone or in combination with other data to assess and improve the features of this Site.
If you supply personal information, such as your name, address, email address or telephone number, you may be contacted to provide you with information regarding products, services or events that may be of interest to you.
If you have supplied personal information to us in connection with your application for employment or to provide products or services, you consent to the retention of such information by Nabi Baby™ for reasonable periods so that they may be considered for future opportunities. You may contact Nabi Baby ™ at any time at info@nabibaby.com to: (a) submit inquiries or other communications regarding Nabi Baby™'s privacy policies; (b) object to or restrict Nabi Baby™'s use of your information for direct marketing purpose; or (c) request deletion or correction of such information.
11. ACCESS FROM OUTSIDE OF THE UNITED STATES AND EXPORT CONTROL MATTERS
By providing personal information and other information through use of the Site, all users fully understand and consent to the collection and processing of such information in the United States of America. This Site is operated from a location in the State of California, United States of America. Nabi Baby™ makes no representation that the Site, the Site Contents, links, or the Site Code are appropriate for use in countries other than the United States. All users are responsible for compliance with applicable laws.
Software, information and technology provided for downloading or otherwise obtained via this Site may be subject to U.S. export controls, such as the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Site Contents, Site Code or any other items or information gained via this Site to any country, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
12. JURISDICTION, DISPUTE RESOLUTION, INTERPRETATION, SEVERABILITY AND MERGER
These Terms, and all disputes arising from or related to them, their interpretation, or their subject matters (including but not limited to Site Contents) shall be governed by, resolved and remedied in accordance with the laws of the State of California, USA (without resort to conflict of law principles) as it applies to agreements entered into and to be performed entirely within such State and to acts or omissions occurring wholly within the State. Any claims arising from or related to the Terms or their subject matters shall be brought and resolved only in the appropriate State or Federal Courts located in California and you expressly consent to the jurisdiction and exclusive venue of said courts. However, Nabi Baby™, at its sole discretion, can also institute or convert any action (no matter which party initiates it) to arbitration under the applicable rules of the American Arbitration Association, said arbitration to: (1) apply the choice of law specified above; and (2) take place in California.
If otherwise applicable hereto, the Uniform Computer Information Transactions Act (as adopted by any State) and the United Nations Convention for the International Sale of Goods are hereby agreed not to be applicable to these Terms and their subject matters. In addition, all disclaimable or waivable local and international provisions related to choice of law or dispute resolution are waived or disclaimed by you in favor of the above choice of California law, jurisdiction and forums for dispute resolution.
You agree and represent that you have carefully considered the Terms and that ambiguities, if any, shall not be enforced against the drafter but shall be fairly read so as not to prejudice the rights of Nabi Baby™. The section headings in these Terms are for convenience only and do not limit or otherwise affect the interpretation of any of the terms in the Terms.
If any provision(s) of the Terms are deemed unenforceable in a determination by a body with proper jurisdiction, the Parties agree (without waiving rights of appeal) that the unenforceable provision(s) shall be: (1) reconstituted to approximate as closely as lawfully possible the evident intent of the original provision(s); or (2) if option (1), above, cannot be implemented, the unenforceable provision(s) shall be excised from the Terms and the Parties shall negotiate in good faith with respect to their modification. If the Parties cannot agree to a modification, the Terms shall be enforced, without the unenforceable provision, in a fair manner that most closely approximates the evident intent or understanding of the Parties.
These Terms comprise the entire agreement between the Parties relating to the matters contained herein and shall not be modified except in a writing supplied by Nabi Baby™, such as modified Terms.
