License Agreement

END-USER LICENSE AGREEMENT

IMPORTANT: CAREFULLY READ THIS ENTIRE END USER LICENSE AGREEMENT (SOMETIMES CALLED “TERMS” BEFORE LICENSING OR USING THIS APPLICATION OR BUYING THE KIDDO DEVICE. PURCHASING, INSTALLING, COPYING, OR OTHERWISE USING THIS APPLICATION AND/OR THE KIDDO DEVICE INDICATES THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS IN OUR TERMS OF SERVICE, OUR TERMS OF SALE, AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE, INSTALL OR USE THE APPLICATION.

YOU MUST BE AT LEAST 18 YEARS OLD TO DOWNLOAD OR USE THIS APPLICATION WITHOUT THE CONSENT OF YOUR PARENT OR LEGAL GUARDIAN. THIS APPLICATION IS INTENDED ONLY TO BE USED BY PARENTS OR LEGAL GUARDIANS OF A CHILD WHO WEARS THE KIDDO DEVICE, AND MUST NOT BE DOWNLOADED OR USED BY ANYONE UNDER THE AGE OF 18 YEARS OLD WITHOUT THE WRITTEN CONSENT OF THE PARENT OR LEGAL GUARDIAN. THIS IS NOT A MEDICAL DEVICE NOR DOES IT PROVIDE MEDICAL ADVICE OR SERVICE.

THIS APPLICATION AND THE KIDDO DEVICE IS AVAILABLE FOR LICENSING THROUGHOUT THE WORLD EXCEPT IN EUROPE. DO NOT REGISTER, ACCESS, USE OR LICENSE THIS APPLICATION OR THE KIDDO DEVICE IF YOU ARE IN EUROPE OR A EUROPEAN RESIDENT OR VISITOR.

THIS End User License Agreement (the “License Agreement” or “Terms”) is effective on the date that you download the Kiddo Application (the “Application”) and begin using it and the Kiddo Device (the “Effective Date”). This License Agreement is a binding, legal agreement between Good Parents, Inc., a Delaware corporation, whose principal place of business is at 169 11th Street, San Francisco, CA 94103, United States (“Good Parents” or “we”), and you (“you”, the “Licensor” or the “End User”). Good Parents and Licensor are hereinafter sometimes referred to collectively as the “Parties” and singly as a “Party”. Capitalized terms, not defined in this License Agreement will have the meaning subscribed to them in our Terms of Sale, our Terms of Service and/or in our Privacy Policy. We and you agree as follows:

1. Scope. Good Parents offers the Kiddo Application (the “Application”) only under license. You may not buy the Application. The Application may only be used in connection with the Kiddo Device. The Parties agree and the Licensor acknowledges that the structure, organization, and code of the Application (collectively the “Information”) is considered to be the trade secrets of GoodParents and you agree to keep this Information confidential and not give such Information to third parties without the prior written consent of GoodParents. Good Parent is licensing the Application to you under the terms and conditions of this License Agreement. You are licensing the Application under the terms and conditions of this Agreement. You agree and acknowledges that, if you obtained the Application from a third party application vendor (the “Application Vendor”), Good Parents, not the Application Vendor, is responsible for the Application.

2. Terms of Service, Terms of Sale, and Privacy Policy. By using this Application and the Kiddo Unit, you agree to be bound by our Terms of Service, our Terms of Sale, and out Privacy Policy (collectively our “Rules.” Please read them carefully. If you don’t agree with the Rules or these Terms, do not access or use the Application or the Kiddo Unit.

3. License Grant. We hereby grant you a limited, non-exclusive, non-sublicensable, non-transferrable (except as set forth herein) license to use and to allow your child to use the Application in accordance with the terms of this Agreement. You agree to use the Application solely for solely personal use and that of your child. You agree not share, sale, sublicense, resale of similar purposes. Subject to the restrictions set forth in the following paragraphs, you may copy the Application only as necessary for your use or your child’s use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Application in any way.

4. Restrictions. You must be at least 18 years of age to use this Application. If you are less than 18 years of age, you must obtain the written consent of your parent or legal guardian to use this Application. Your use of the Application must not violate any usage rules of the Application Vendor or any other third party service provider you use to enable the Application. You are prohibited from selling, renting or leasing the Application to any other person or third party. You acknowledge that the Application should be used only for general information purposes and is not a medical service. You should not rely on the Application for any life or death situation You agree not to otherwise reproduce, copy, modify, decompile, disassemble, reverse engineer or create derivative works of any portion of the Application, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. We reserve the right to modify the Application, or to discontinue offering the Application all together at any time and for any reason, including without limitation, if any third party supplier ceases to supply content or services, or if our contract with such supplier terminates. If we discontinue offering the Application, this Agreement and your rights under it will terminate immediately. We may also terminate this Agreement if we determines that you have violated any of the terms of this Agreement.

5. Support. If you need operational or technical support and assistance regarding the installation, un-installation, use or operation of the Application, or if you have questions, complaints or claims regarding the Application, contact Good Parents Inc. at: hello@kiddowear.com. If you licensed the Application through an Application Vender, you agree and acknowledge that the Application Vendor will have no maintenance or support obligation for the Application, nor any responsibility for addressing any claims from you or any third party regarding the possession or use of the Application, including without limitation product liability claims, claims of failure to meet legal or regulatory requirements or consumer protection laws claims. Further, the Application Vendor will have no responsibility regarding third party claims of intellectual property rights violations as a result of your possession or use of the Application.

6. No Warranty; Disclaimer of Warranty, and Disclaimer of Liability.

a. As Is. The Application is provided to you “as is,” and you agree to use it at your own risk. Neither we or our vendors make any guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, merchantability, fitness for a particular purpose, usefulness, use or results to be obtained from the Application, or that the Application will be uninterrupted or error-free.

b. Disclaimer of Warranty.

GOOD PARENTS AND ITS LICENSORS, INCLUDING LICENSORS, SERVICE PROVIDERS, CHANNEL PARTNERS, SUPPLIERS AND AFFILIATED COMPANIES (COLLECTIVELY “PARTNERS”) OF GOOD PARENTS INC., DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY GOOD PARENTS INC. WILL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THIS AGREEMENT. THE SOLE AND MAXIMUM RESPONSIBILITY OF THE APPLICATION VENDOR IN THE EVENT OF A WARRANTY FAILURE IS A REFUND OF THE APPLICATION PURCHASE PRICE.

c. Disclaimer of Liability.

YOU AGREE THAT GOOD PARENTS INC. AND ITS PARTNERS WILL NOT BE LIABLE TO YOU FOR ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE APPLICATION OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE APPLICATION, ANY DEFECT IN THE APPLICATION, OR THE BREACH OF THESE TERMS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF GOOD PARENTS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOOD PARENTS AND ITS PARTNERS TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE APPLICATION WILL NOT EXCEED $1.00.

d. Survival. This Section 6 will survive the termination of this Agreement.

7. Term. This Agreement will remain in effect for as long as we support the Application. We may terminate this Agreement at any time for any reason or no reason. You may terminate this Agreement at any time for any reason or no reason by discontinuing the use of the Application, by deleting it from your mobile devices, and/or destroying the Kiddo Device. Sections 1, 2, 3, 4, 6, 8, and 9 will survive the termination of this Agreement.

8. Indemnity. You agree to defend, indemnify, and hold Good Parents and our Partners free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney’s fees, (collectively “Damages”) arising out of or in connection with your (i) use or possession of the Application; (ii) breach of this Agreement; (iii) breach of any representation or covenant set forth in this Agreement, including, without limitation, Section 2 and Section 3 above; (iv) allowing others except your child to use this Application or the Kiddo Device. This Section 8 will survive the termination of this Agreement.

9. Miscellaneous.

a. Entire Agreement. These Terms, along with the Terms of Service, Terms of Sale, and Privacy Policy, constitute the entire agreement between Good Parents Inc. and its licensors, including the licensors, service providers, channel partners, suppliers and affiliated companies of Good Parents Inc. and its licensors, and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

b. Governing Law. You agree that this Agreement 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 this Agreement from English is provided as a convenience only. If this Agreement is 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.

c. Collection of Information. We may collect information relating to how often you use the Application or the frequency with which certain features of the Application are used. This information will be collected anonymously, in a way that does not personally identify you. We may use this information to detect broad user trends and to otherwise enhance our products or applications. The collection and use of this information, as well as provisions applicable to information that you upload using the Application, are described in more detail in our Privacy Policy. Please carefully read our Privacy Policy. Do not begin use of the Application without first carefully reading our Privacy Policy. By using the Application, you agree and acknowledge that you have read the Privacy Policy and agree to be bound by it.

d. Export Control. You agree not to export the Application or any part of the Application and the Kiddo Device except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. You agree to defend, indemnify us and our Partners from any Damages that result from your violation of this Subsection 9.d.

e. Arbitration. We and you, on your behalf and on behalf of your child, agree that any dispute between us with respect to this Agreement and/or the use of the Application and/or the Kiddo Device will be submitted to mandatory, binding arbitration under the commercial arbitration rules, then in effect, of the American Arbitration Commission. As such, each of us waive our right to trial by a judge or by jury. You, on your behalf and on the behalf of your child, further agree not to participate in any class action with respect to this Agreement and/or the use of the Application and/or the Kiddo Device. You agree that the arbitration will be held before a single arbitrator to be agreed to by you and us in the City of San Francisco.