KIDDO HEALTH INC. (Formerly GOOD PARENTS, INC.)

TERMS OF SERVICE

Last Revised: June 1, 2023

Kiddo Health Inc. (“Kiddo Health”, “us”, “we”, and “our”) has developed and designed a care coordination platform for children, including the Kiddo wearable device, the KiddoWear and Kiddo Health mobile application and Kiddo and Kiddo Health branded provider portals (the “Kiddo Device”, “Kiddo”, or “Product”). The Kiddo Product and our website www.kiddo.health (the “Website”), enables parents and guardians (“User”, “you”, or “your”) to purchase the Kiddo Device and track certain key biometrics and vitals about their children that help parents and guardians to better understand the health, well-being, activity, and sleep of their children. Capitalized terms used, but not otherwise defined, herein shall have the same meaning as ascribed to them under our Privacy Policy.

In addition to access to our Website and mobile application(s), including, without limitation, the Kiddo Software Application (collectively, the “Application”), we provide a range of related services to our Users (collectively “Services”). These Terms of Service (“User Terms”) are a legally binding agreement between Kiddo Health Inc. and the User, and the User Terms govern your access to and use of the Kiddo Device and our Services.  Your use of the Application is also governed by the Kiddo Health Inc. End User License Agreement (“EULA”), which incorporates these User Terms by reference. 

THE KIDDO DEVICE IS NOT INTENDED TO DIAGNOSE OR TREAT ANY MEDICAL OR HEALTH ISSUES. IF YOUR CHILD IS EXPERIENCING ANY HEALTH ISSUES, PLEASE SEEK PROFESSIONAL MEDICAL HELP AND REFRAIN FROM RELYING ON ANY INFORMATION DISSEMINATED FROM THE KIDDO DEVICE. YOU ARE FULLY RESPONSIBLE FOR ANY HARM THAT RESULTS FROM YOUR USE OR YOUR CHILDREN’S OR ANY THRID PARTY’S USE OF THE KIDDO DEVICE.

THIS AGREEMENT (AS DEFINED HEREIN) GOVERNS YOUR USE AND ACCESS OF THE PRODUCT, WEBSITE, APPLICATION AND SERVICES. PLEASE READ THESE USER TERMS, THE END USER LICENSE AGREEMENT FOR THE KIDDO APPLICATION,  THE KIDDO HEALTH INC. PRIVACY POLICY, ANY RELATED DOCUMENTS CAREFFULLY (COLLECTIVELY, “KIDDO TERMS”) AND ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE USER TERMS CONTAIN A BINDING AND MANDATORY CLASS ACTION/JURY TRIAL WAIVER PROVISION IN THE EVENT OF CERTAIN DISPUTES.

IF YOU DO NOT AGREE WITH THE TERMS SET FORTH HEREIN, DO NOT REGISTER OR USE THE KIDDO DEVICE OR OUR SERVICES. IF YOU USE OR ACCESS THE KIDDO DEVICE OR THE SERVICES, YOU ARE BOUND BY THE KIDDO TERMS.

TO THE EXTENT THAT ANY OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE STORAGE OF YOUR PERSONAL INFORMATION) INVOLVE SERVICES, ACTIVITIES OR PRODUCTS THAT ARE SUBJECT TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), KIDDO HEALTH SHALL APPROPRIATELY SAFEGUARD PROTECTED HEALTH INFORMATION (DEFINED IN 45 CFR 160.103) (“PHI”) AND SHALL COMPLY WITH THE PROVISIONS OF 45 CFR 164 SUBPART E REGARDING USE AND DISCLOSURE OF PHI.

If you have any questions about these User Terms, please send us an email at hello@kiddo.health.

BY ACCEPTING THESE USER TERMS, EITHER BY:  CLICKING THE BOX IN THE PRODUCT OR APPLICATION INDICATING YOUR ACCEPTANCE, NAVIGATING THE WEBSITE, DOWNLOADING THE APPLICATION, USING OUR SERVICES, OR PURCHASING AND USING KIDDO, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE USER TERMS; (B) YOU HAVE THE LEGAL CAPACITY TO ENTER INTO AND FORM A BINDING CONTRACT WITH KIDDO HEALTH; AND (C) YOU ACCEPT THE USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE USER TERMS AS WELL AS THE OTHER KIDDO TERMS.   IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND THE OTHER KIDDO TERMS, YOU MUST NOT ACCEPT THESE USER TERMS AND MAY NOT USE THE SERVICES AND/OR KIDDO.

1. TERRITORY

Our Products and our Services are currently available for purchase and use primarily in the United States of America (“US”) and Canada, and elsewhere in the world except in the United Kingdom, Economic European Region (“EER”), the European Union (“EU”) and Switzerland (Collectively “Europe"). We are currently not authorized to sell our Products and Services in Europe and, as such, we do not sell our Products and Services in Europe. 

2. PRIVACY

Our Privacy Policy describes how we handle the information you provide to us when you use our Products and Services. You understand that, through your use of the Kiddo Device and the Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information within the United States for storage, processing and use by Kiddo Health and its affiliates.

ANY AND ALL INFORMATION ABOUT CHILDREN UNDER OUR WEBSITE AND APPLICATION IS COLLECTED DIRECTLY FROM PARENTS AND WITH PARENTAL CONSENT. WE DO NOT COLLECT INFORMATION FROM CHILDREN AND DO NOT ALLOW CHILDREN TO BUY OUR PRODUCTS OR SERVICES OR TO REGISTER OR OPEN AN ACCOUNT WITH US.

3. USE OF OUR SERVICES

Persons under the age of 18 are not permitted to access or use the Services unless their parent or legal guardian gives written consent and we are able to verify such consent in accordance with applicable law.  Additionally, you cannot access or use any Services if you are unable to sign a contract under applicable law or have been suspended or removed by us from the Services.

4. ACCOUNT

To access and use our Services and Products, you will be asked to establish an account (“Account”) on our Website or Application, whichever may be applicable. To establish an Account, you will be asked to provide certain registration details and other information, including a user name and password, location, name, date of birth, and other metrics (such as height, weight, allergies, disorders, etc.) of the child using the Product (collectively “Account Information”).  Parents may customize our Products and Services for use by their children. You represent and warrant that the Account Information will at all times be correct, current, and complete. You must treat such Account Information that relates to or allows access to our Services (including your user name and password) as confidential. You agree not to disclose such Account Information to any other person, where “person” is defined in these User Terms to include a natural person, a corporation, a partnership, an unincorporated association, a trust, or an estate, or any other public or private entity.  You agree not to provide any other person with access to your Account or such Account Information. You are responsible for any purchase of the Products by you or any third-party that is placed with your Account Information. You agree to defend, indemnify, and hold us harmless for any purchases, other activity, or third-party claims that result from the use of your Account or your Account Information by any third party, whether or not authorized by you. You agree to defend, indemnify, and hold us harmless for any harm that results from your use, your child’s/children’s use, or any third party’s use of our Products and Services. You agree that you are fully liable for your use, your child’s/children’s use, and any third party’s use of our Products and Services.

You agree to notify us immediately of any unauthorized access to or use of your Account or your Account Information or other breach of the Website or the Application’s security. You agree that we have the right to disable your Account and delete your Account Information at any time if, in our sole opinion, you have violated any provision of these User Terms, including, without limitation, the terms of this Section. You agree to cooperate with us if the security of our Services is compromised by you or any other person through the use of your Account or Account Information. You acknowledge that we reserve the right to withdraw, limit, or otherwise change your access to Kiddo, the Application and the Services in our sole discretion and without notice.

5. PARENTS’ RESPONSIBILITY

By registering an Account for a child, you represent and warrant to us that you are the parent or legal guardian of that child at the time you establish the Account and thereafter for the duration of the existence of that Account. If your status changes and you are no longer the parent or legal guardian of that child, you must delete the child’s Account.  It is your responsibility to read and evaluate all of the content and internet sites and pages you are selecting for your child. It is your responsibility to review the data collection practices, privacy policies and terms of use of those sites and make the decision about what is right for your child and his or her safety online. Parents are strongly encouraged to participate in their children's online activities and monitor their children's use of the Services, the Product, and the Internet and their children’s engagement in electronic communication generally. Kiddo Health is not responsible for monitoring your child’s activities online. For more information on children’s privacy and the Internet, see http://www.consumer.ftc.gov/articles/0031-protecting-your-childs-privacy-online. It is your responsibility to maintain the secrecy of your user name and password and to monitor your child’s Account configuration regularly to ensure that there are no unauthorized changes. Kiddo Health may terminate your Account or any of your child’s/children’s sub-accounts in its discretion, for any reason. If you are a parent and wish to deactivate your child’s/children’s Account, please send an email message to hello@kiddo.health with your child’s login name and password requesting that the Account be cancelled. When we receive your cancellation request, we will permanently delete your child’s registration information and Account. Do not allow your children to use your Account without your supervision and consent.

6. USER CONTENT

For the purposes of these User Terms, “User Content” means all content submitted, posted, uploaded, published, or transmitted on or through the Website, Application, or through the use of Kiddo by any User, including, but not limited to, the Account Information, health and activity data, location information, photographs, profile information, descriptions, postings, reviews, and payments made through the Website and/or the Application, but excluding Kiddo Health’ content.

In consideration of the benefits that you receive from having an Account, you hereby grant Kiddo Health a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers), transferable license to use the User Content, including your name, voice, likeness, and any other identifying information included in the User Content, as Kiddo Health determines, in its sole discretion, will help Kiddo Health to perform and improve upon Kiddo and the Services.  You agree that such uses may include, without limitation, editing, copying, publicly displaying, distributing copies to the public of, performing publicly, translating, incorporating the User Content in collective works, and creating derivative works using all or part of the User Content  and that those uses may be made in any format, including photos, print, or audio and audiovisual recordings, and made available through any medium, including television, radio, or satellite transmissions, social media platforms, podcasts, or any other physical or electronic media now known or later created.  You represent and warrant that either (i) you created and own all rights, title, and interest to the User Content and that no one else has any ownership rights or (ii) for any content included in the User Content that you did not create or as to which you do not own all rights, title, or interest, you received the permission of each and every rights holder in any part of the User Content to allow the content in the User Content to be used as described in these User Terms.  You further represent and warrant that no consents from, or payments to, any third party are required for or by Your grant of rights to Kiddo Health hereunder or by Kiddo Health’ exercise of such rights and that Kiddo Health’ use of the User Content as permitted by these User Terms will not violate any law or regulation, constitute a breach of any agreement with any third party to which you are a party, or violate or infringe any copyright, trademark, or other intellectual property, or any privacy, publicity, contract, or other third-party right.

7. SERVICE RESTRICTIONS

You agree that the Services, including, but not limited to, the Website, the Application, graphics, trademarks, and editorial content, contain proprietary content, information, and material, are owned by Kiddo Health and/or its licensors, including our customers, brands, and agencies, and are protected by applicable intellectual property and other laws, including, but not limited to, copyright law. You agree that you will not use such proprietary content, information or materials other than as is expressly authorized under the Kiddo Terms.

 You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner.  You shall not exploit the Services in any unauthorized way whatsoever, including, but not limited to, using the Services to transmit any computer viruses, worms, Trojan horses, or other malware, to trespass, or to burden network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any person.  You agree that Kiddo Health is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing, or illegal messages or transmissions that you may receive as a result of using the Services.

8. KIDDO SERVICES

Our Services are intended for personal, non-commercial use. Kiddo Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Kiddo and the Services, to access and view the User Content, and to access and use the Website and Application. You may not resell or otherwise transfer our Products or Services to any third party without our prior written consent.

Except as expressly permitted by law, you may not engage, attempt to engage, or encourage or assist others in engaging in any of the following activities while accessing or using Kiddo: (1) using, displaying, mirroring, or framing Kiddo, the Services, or any individual element within Kiddo or Services, including the layout and design of any page, without Good Parent’s express written consent; (2) using Kiddo Health’ name, any Kiddo Health trademark or logo, or any Kiddo Health proprietary information without Kiddo Health’ express written consent; (3) accessing or tampering with non-public areas of Kiddo or Services, Kiddo Health’ computer systems, or the technical delivery systems of Kiddo Health’ providers; (4) testing the vulnerability of any Kiddo Health system or breaching any security or authentication measures; (5) circumventing any technological measure implemented by Kiddo Health or any of Kiddo Health' providers or any other third party (including another user) to protect Kiddo and the Services; (6) accessing the Services or User Content by any mechanism other than an Account; or (7) modifying, decompiling, disassembling, reverse engineering, tampering with, or otherwise attempting to derive the source code of any hardware or software that Kiddo Health provides to you or any other part of Kiddo or Services.  

9. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify these User Terms at any time. In the event that we modify these User Terms, such modifications shall be binding on you only upon your consent to the modified User Terms. We will inform you about the modifications via email or comparable means within 15 days of such modification. We will also post the modified version on this page. Your continued use of the Kiddo and the Services after such modifications are emailed or otherwise provided to you shall constitute your consent to such changes. Kiddo Health may change, modify, suspend, or discontinue any aspect of Kiddo or the Services in its sole discretion at any time and without notice or liability.

10. ACCESS & PROHIBITED USE

You may use the Kiddo and the Services only for lawful purposes and in accordance with these User Terms. You warrant, represent, and agree that you will NOT use Kiddo or the Services:

  • In a way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, common law and any laws regarding the export of data or software to or from the United States of America or other countries).

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these User Terms.

  • To impersonate or attempt to impersonate Kiddo Health, a Kiddo Health employee, another user, or any other person (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use of Kiddo and the Services, or that, as determined by us in our sole discretion, may harm Kiddo Health or our customers or expose us, our customers, or any other person to liability.

  • In any manner that could disable, overburden, damage, or impair the Website or the Application or interfere with any person’s use of Kiddo and/or the Services.

  • To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt Kiddo or the Services.

  • To introduce any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to Kiddo or the Services.

  • Infringe any patent, trademark, trade secret, copyright, privacy, publicity, contract, or other intellectual property or other rights of any other person.

  • Promote any illegal activity or advocate, promote, or assist in any unlawful act.

  • Impersonate any person or misrepresent your identity or affiliation with any person in connection with our registration process.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD KIDDO HEALTH, ITS RELATED COMPANIES, AND THEIR EMPLOYEES, AGENTS, OR CONTRACTORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS OF VIOLATIONS OF THIS SECTION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF OR RESULTING FROM SUCH INVESTIGATIONS BY ANY OF THE FOREGOING PARTIES OR LAW ENFORCEMENT AUTHORITIES.

11. THIRD-PARTY INTERACTIONS

Our Website and/or Application may contain links to third-party websites, third-party applications, and third-party advertisements (“Third-Party Websites & Advertisements”); however, we are not responsible for any Third-Party Websites & Advertisements. Kiddo Health provides these Third-Party Websites & Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements or the products or services to which those Third-Party Websites & Advertisements relate. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including the privacy and data gathering practices of any Third-Party Websites & Advertisement, and make any investigation that you believe to be necessary or appropriate before proceeding with any transaction with any third party.

You acknowledge and agree that the availability of the Application is dependent on the third party from which you received the license, e.g., the Apple App Store or Google and other Android based app stores (“App Store”). You acknowledge that these User Terms govern the relationship between you and us and not between you and the App Store. We, not the App Store, are solely responsible for Kiddo and the Service, including the Application, the content thereof, maintenance, support services, and warranty thereof, and for addressing any claims relating thereto (e.g., product liability, legal compliance, intellectual property infringement, etc.). To use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application.

12. DISCLAIMER

If you rely on any User Content or the Services, you do so solely at your own risk.  We make no endorsements, representations, or warranty of any kind about any User Content, information, or Services. The accuracy of the data collected and presented through the Services and Kiddo is not intended to match that of medical devices or scientific measurement devices. You are solely liable for any harm that result from your, your child’s/children’s, or any other person’s use of Kiddo and/or the Services.

We are not responsible (and explicitly disclaim any liability) for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through Kiddo and the Services. Use of Kiddo and the Services should not replace your or your child’s/children’s good judgment and common sense.

13. MEDICAL DISCLAIMER

Kiddo and the Services are not intended to diagnose, treat, cure, or prevent any disease. If your child has a medical or heart condition, consult his/her doctor before using Kiddo or the Services, engaging in any treatment or exercise program, or changing your diet. If your child experiences a medical emergency, immediately stop using Kiddo and the Services and consult with a medical professional. We are not responsible (and explicitly disclaim any liability) for any health problems that may result from products, programs, alerts or events you learn about through Kiddo or the Services. If your child engages in any treatment, exercise program or health regime you receive or learn about through Kiddo and the Services, you agree that you and your child do so at your own risk and of your own accord.

Prolonged contact with wearable devices may contribute to skin irritation or allergies in some users. To reduce irritation, follow four simple wear and care tips regarding Kiddo: (1) keep it clean, (2) keep it dry, (3) don’t wear it too tight, and (4) give your child’s wrist a rest by removing Kiddo for an at least two hours after extended wear. For more information, visit our Website. If you notice any skin irritation, soreness, tingling, numbness, burning, or stiffness in your child’s hands or wrists while or after wearing the Product, remove your device and discontinue use. If any symptoms persist longer than 2-3 days after removing the device, consult your child’s doctor. You are responsible for any harm that results from your, your child’s/children’s, or any other person’s use of Kiddo or the Services.

14. EMAILS, TEXT MESSAGES & MOBILE PHONE CONSENT

  • Text Messages. You understand and agree that you may receive information and push notifications from Kiddo Health via text messaging or through the Application. You hereby consent to receive communications via the Application, text message, or calls to your mobile number. You acknowledge that you may receive additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you, not us, are solely responsible for any such charges and fees. You may ask us to stop (or opt-out of) the transmission of these communications at any time, and we will do so.

  • Email Subscriptions. You can always ask to unsubscribe from our commercial or promotional emails, and we will unsubscribe you. We may, however, still send you transactional and relational emails about your Account and your Purchases.

  • Push Notifications. You can opt out of receiving push notifications through the Application. Please note that opting out of receiving push notifications may impact your use of Kiddo and the Services.

15. CONFIDENTIALITY

In the event that any information is disclosed to you through your access to Kiddo or the Services that is related in any way to Kiddo Health, Kiddo Health business, or Kiddo Health customers and that we deem, in our sole discretion, to be confidential and proprietary, you agree to notify Kiddo Health promptly about such disclosure and to hold such information in the strictest of confidence. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about Kiddo or the Services ("Submissions") provided by you to us are non-confidential and that we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Kiddo Health and our officers, employees, managers, directors, customers, and agents (collectively, the “Kiddo Health Indemnified Parties”) from and against any and all costs, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, losses, and expenses of any kind (including, but not limited, to reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder or pursuing any insurance providers) (“Losses”) arising out of or in connection with any claim, suit, action, demand or proceeding brought by any third party against any of the Kiddo Health Indemnified Parties arising out of or in connection with any of the following: (i) your breach of any of these User Terms, including, but not limited to, Section 8 and any breach of a representation, warranty, covenant, or obligation hereunder; (ii) your, your child’s/children’s, your invitee’s, or your agent’s negligence, gross negligence or willful misconduct; (iii) the User Content; (iv) any incorrect information provided by you in your Account or elsewhere ; or (iv) any failure by you, your children, your invitees or your agents to comply with applicable laws and regulations.  You acknowledge that such Losses include, without limitation, those relating to copyright, trademark, or patent infringement, rights of publicity or privacy, defamation, libel, false light, moral rights, or trade secret misappropriation.

17. DISCLAIMERS OF WARRANTIES

Your access to and use of Kiddo, the Services, or any content provided in connection with Kiddo or the Services are at your own risk. You understand and agree that Kiddo and the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis except as set forth in our Limited Warranty  that is provided with the Kiddo Device. Without limiting the foregoing, to the maximum extent permitted under applicable law, KIDDO HEALTH DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS SET FORTH IN OUR LIMITED WARRANTY. Kiddo Health makes no warranty or representation and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content provided in connection with Kiddo or the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of Kiddo, the Services, or any content provided in connection with Kiddo or the Services; (iii) the deletion of, or the failure to store or to transmit, any content provided in connection with Kiddo or the Services or other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Kiddo Health or through the Services will create any warranty or representation by us not expressly made herein.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIDDO HEALTH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE KIDDO OR THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KIDDO HEALTH EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID KIDDO HEALTH, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER KIDDO HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  

YOU, ON BEHALF OF YOURSELF, YOUR CHILDREN, YOUR INVITEES, AND YOUR AGENTS, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING KIDDO OR ACCESSING THE SERVICES AND THE WEBSITE. YOU, ON BEHALF OF YOURSELF, YOUR CHILDREN, YOUR INVITEES, AND YOUR AGENTS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, INDEMNIFY AND DEFEND KIDDO HEALTH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, ACTIONS, DISPUTES, DEMANDS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, LIABILITIES, DAMAGES, AWARDS, PENALTIES, FINES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE WEBSITE OR THE SERVICES; (II) YOUR CHILD’S/CHILDREN’S USE OF KIDDO, THE WEBSITE, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO ANY OTHER PERSON, THAT MAY RESULT FROM THE USE OF KIDDO, THE WEBSITE, OR THE SERVICES; (III) VIOLATION OF THESE USER TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO ANY OTHER PERSON, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES; (IV) CLAIMS, OR ANY DECISION BY A COURT OR GOVERNMENT AGENCY, THAT KIDDO HEALTH IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE, OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE USER TERMS; (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO COPYRIGHT, TRADEMARK, PATENT, PUBLICITY, PRIVACY, TRADE SECRET, OR MORAL RIGHTS; (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION; (VIII) YOUR WILLFUL MISCONDUCT; OR (IX) ANY THIRD PARTY’S ACCESS TO OR USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD ,OR OTHER APPROPRIATE SECURITY CODE.

19. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website or Application violates your copyright rights, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our designated Copyright Agent:

  • Your physical or electronic signature;

  • Identification of the copyrighted work(s) that you claim to have been infringed;

  • Identification of the material on our services that you claim is infringing and that you request us to remove;

  • Sufficient information to permit us to locate such material;

  • Your address, telephone number, and e-mail address;

  • A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that allegedly has been infringed or that you are authorized to act on behalf of the copyright owner.

The Kiddo Health Copyright Agent designated to receive the DMCA Takedown Notices is the CEO, Kiddo Health Inc. Attn: DMCA Notice, Kiddo Health Inc., 2261 Market Street #4736, San Francisco, California 94114. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all of the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsity) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys' fees incurred by us in connection with the written notification and allegation of copyright infringement. It is our policy to terminate the accounts of repeat infringers.

20. TERMINATION

These User Terms will remain in full force and effect so long as you continue to access or use Kiddo or the Services or until terminated in accordance with the provisions of these User Terms. These User Terms may be terminated: (i) by Kiddo Health, without cause, at any time; or (ii) by Kiddo Health, if Kiddo Health in good faith believes that you have used Kiddo or the Services in violation of these User Terms or the Privacy Policy, including any other incorporated guidelines, terms, or rules. Upon termination of these User Terms, your Account and your right to use Kiddo and the Services will automatically terminate. You may terminate these User Terms at any time by deactivating your Account and discontinuing use of Kiddo and the Services.

If you transfer Kiddo to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use Kiddo or the Services under your Account and will need to register for a separate Account with Kiddo Health and accept these User Terms. Upon termination of these User Terms, your Account and your right to use the Services will automatically terminate.

Sections 6, 7, 11, 12, 13, and 15-27 and any other section, which by its context is intended to survive, shall survive any termination or expiration of this Agreement.

21. ASSIGNMENT

Any benefits arising from these User Terms are for your benefit alone and not any other person’s other third party’s benefit. You shall have no right to assign these User Terms or any benefits or obligations hereunder to any other party or legal entity. Any attempted assignment shall be null and void.

22. THE EULA

In addition to being subject to these User Terms, the Software embedded in the Product (and any updates thereto) (“Kiddo Software”) is licensed and governed by the End User License Agreement. You will be required to electronically execute an End User License Agreement with us  before we can begin to provide you Services.

23. EXPORT COMPLIANCE

You agree not to promote, use, distribute, transfer, provide, sub-license, share with, or otherwise offer Kiddo and/or the Services in violation of any laws or these User Terms, including, without limitation, the United States Foreign Corrupt Practices Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly, directly or indirectly, export, re-export, transfer, make available, or release (collectively, “Export”) the Services to any destination, person, entity, or end user outside of the United States or otherwise prohibited or restricted under US law.

24. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Kiddo Health to any obligation, agreement, debt, or liability. The User shall not hold itself out as an agent or representative of Kiddo Health.

25. FORCE MAJEURE

Kiddo Health shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: (i) fire, (ii) lightning, (iii) explosion, (iv) power surge or failure, (v) water, (vi) acts of God, (vii) war, (viii) revolution, (ix) civil commotion or acts of civil or military authorities or public enemies, (x) any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body, (xi) labor unrest, including, without limitation, strikes, slowdowns, picketing, or boycotts, (xii) inability to secure raw materials or food preparation facilities, (xiii) fuel or energy shortages, (xiv) pandemic(s), or (xv)acts or omissions of other common carriers.

26. GOVERNING LAW

You agree that these User Terms will be governed by the laws of the State of California, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. Any translation of these User Terms from English is provided as a convenience only. If these User Terms are translated into a language other than English and there is a conflict of terms between the English version and the other language version, the English version will control.  In the event of a legal dispute under these User Terms, the parties hereby irrevocably consent to the exclusive venue and jurisdiction of the state and Federal courts located in San Francisco, California and waive any and all objections thereto, including, without limitation, forum non-conveniens.  YOU HEREBY WAIVE YOUR RIGHT TO A JURY AND HEREBY AGREE THAT ANY AND ALL LEGAL PROCEEDINGS ARISING OUT OF OR UNDER THESE TERMS AND/OR THE RULES SHALL BE ADJUDICATED AND DECIDED BY A JUDGE.  YOU, ON YOUR BEHALF AND ON THE BEHALF OF YOUR CHILD, FURTHER AGREE NOT TO PARTICIPATE IN ANY CLASS ACTION WITH RESPECT TO THESE USER TERMS, THE WEB SITE, THE USE OF THE SERVICES AND/OR THE KIDDO DEVICE.

You and Kiddo Health agree that any legal dispute or other dispute (“Dispute”) arising out of or related to these User Terms or the Website, the Services, or Kiddo is personal to you and Kiddo Health and that such Dispute will not be brought as a class action, or any other type of representative proceeding. You and Kiddo Health agree that there will be no class action in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS  INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS, OR PATENTS, YOU AND KIDDO HEALTH AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR KIDDO HEALTH WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE; OTHERWISE, THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND KIDDO HEALTH WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). 

27. MISCELLANEOUS.

These Term of Service, the EULA, and the Privacy Policy constitute the sole and entire agreement between you and Kiddo Health (collectively “Agreement”) with respect to Kiddo, the Application and the Services, and the Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to Kiddo and the Services. Our failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against Kiddo Health arising out of or related to use of the Services, Kiddo, or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All of the sections of the Agreement that, by their nature, are intended to survive the termination of this Agreement shall survive such termination. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise in the Agreement, any and all notices to Kiddo Health shall be given by certified mail, postage prepaid and return receipt requested to 2261 Market Street #4736, San Francisco, California 94114. Any notices to you shall be provided to you through our Website or the Application or given to you via the email address or physical address you provide to Kiddo Health during the registration process.

PLEASE NOTE THAT BY USING THE WEBSITE, APPLICATION, THE SERVICES OR THE KIDDO DEVICES AND PRODUCT, YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE USER TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE USER TERMS, PLEASE DO NOT ACCESS OR USE OUR WEBSITE, APPLICATION, THE SERVICES, OR THE KIDDO PRODUCT.