Terms of Service

ACCEPTANCE OF TERMS THROUGH USE

This Agreement is by and between CEIO, doing business as BabyShare.com, and You, Your heirs, agents successors and assigns ("You"), and is made effective as of the date (1) your electronic signature on or acceptance of this agreement, (2) the activation of your account or (3) your receipt of an e-mail from CEIO confirming your order, whichever happens first. The Agreement sets forth the terms and conditions of Your use of CEIO services ("Services") and software ("Software") and explains CEIO's obligations to You and Your obligations to CEIO in relation to our Services and Software.

TERM/TERMINATION OF SERVICE

a. The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew. ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE CEIO TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term."

b. This Agreement may be terminated

i. by either party by giving the other party thirty (30) days prior written notice (subject to an early cancellation fee payable by Customer as provided below),

ii. by CEIO in the event of nonpayment by Customer,

iii. by CEIO, at any time, without notice, if, in CEIO's sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of the this Agreement and related agreements, or Customer's use of the Services disrupts or, in CEIO's sole and absolute discretion and/or judgment, could disrupt, CEIO's business operations and/or

c. If you cancel this Agreement prior to the end of the Initial Term or any Term thereafter,

i. you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation,

ii. CEIO shall refund to you all pre-paid fees for BabyShare.com website services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment,

iii. you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term (other than basic fees as provided in (ii) above) and (iii) you shall pay an early cancellation fee of $25. Any cancellation request shall be effective thirty (30) days after receipt by CEIO, unless a later date is specified in such request.

d. CEIO may terminate this Agreement

i. if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable or

ii. immediately by giving written notice to Customer, if CEIO determines in good faith that Customer's use of the Customer Web site or the Customer Content violates any term or condition. If CEIO cancels this Agreement prior to the end of the Term for your breach of this Agreement and related agreements, the Customer's use of the Services disrupts, CEIO shall not refund to you any fees paid in advance of such cancellation and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and CEIO shall have the right to charge you an administrative fee of $50.00.

e. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which CEIO may be entitled.

DOMAIN NAMES

CEIO registers and retains ownership of all custom domain names for use with Your accounts and baby websites. Domain names are serviced by CEIO and no access is given to domain names or settings outside CEIO. Select domain names may be transferred to You upon request and approval. Domain transfer fee is $20 unless otherwise noted or quoted. You are then responsible for all renewal, hosting and other associated fees of maintaining own domain name. CEIO does not offer support for domain names once transferred.

WEBSITE CONTENT

You agree that you have the needed and required rights and permissions on all content uploaded to Your baby website. Files such as music, photos, videos and other, must be accompanied by permission in writing from current copyright or license holder(s). Upon notification and proof of copyright infringement, Your account and or website may be suspended or terminated. Accounts with content deemed hateful, vulgar or offensive by CEIO may be made inactive or removed from our system.

YOU MUST BE OVER 18 TO AGREE TO THIS AGREEMENT

This Agreement must be completed, understood and agreed to by a person over 18. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this site, he or she should email CEIO with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, or are accessing this site from any country where material on this site is prohibited or illegal, please leave now as you do not have permission to access this site.

LICENSE TO USE THIS SITE

Upon your agreement to this Agreement, CEIO hereby grants you a non-exclusive, non-transferable limited license to use this site in strict accordance with the terms and conditions in this Agreement and as permitted via instructions on this site. You agree not to make any false or fraudulent statements in your use of or to gain access to this site. You acknowledge and agree that all content and services available on this site are property of CEIO and its advertisers and licensors and are protected by copyrights, moral rights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by CEIO, its advertisers and licensors. You agree to pay for any and all purchases and services made using your name and credit card through this Site, not to challenge any such charges and to pay for all collections and/or attorneys fees resulting from any non-payment.

LICENSE RESTRICTIONS

USE

Except as may be explicitly permitted through this site, you agree not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials, code or content on or from BabyShare.com. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from CEIO is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

SECURITY

You agree that if you are issued a Username and Password by CEIO, you shall use your best efforts to prevent access to this site through your Username and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying the CEIO immediately if you discover loss or access to such information by another party not under your control and supervision, and by using a Username and Password not easily guessed by a third party.

You agree that you shall not try to reverse engineer, reproduce, duplicate, copy, sell, trade, resell or exploit, contents or materials on or received via this site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that CEIO shall pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors.

INTERNATIONAL USERS

Accessing this site, and services, products or contents available on BabyShare.com, except as expressly allowed through instructions and truthful statements by the User in regard to use of this site, from places outside the U.S. or where their contents are illegal, is prohibited. Those who choose to access this site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.

EXPORT

You agree that you shall comply with all applicable export and import control laws and regulations in your use of this Site, or materials or services received through this Site, and, in particular, you shall not export or re-export anything on or received through this Site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.

TRADEMARKS

CEIO's, advertisers and licensors' services or products referenced on this site are common law or registered trade marks or service marks of such parties.

DISCLAIMER OF WARRANTIES

CEIO AND ITS ADVERTISERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, STABILITY OF WEB SERVER, UP TIME OF WEB SERVER(S) OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. FILE FORMATS, UPLOADED MUSIC, DIGITAL IMAGE RIGHTS AND OTHER CONTENT UPLOADED BY YOU FOR USE ON YOUR BABY WEBSITE ARE NOT WARRANTIED BY CEIO AND YOU ARE RESPONSIBLE FOR ALL SUCH CONTENT AND PERMISSIONS. ALL INFORMATION AND USE OF THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CEIO AND ADVERTISERS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THIS SITE, THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE AND THE SERVICES RECEIVED THROUGH THIS SITE, INCLUDING ALL EXPESS, STATUTORY, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CEIO AND ADVERTISERS DO NOT WARRANT THAT THE CONTENTS OR ANY INFORMATION RECEIVE THROUGH THIS SITE ARE ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE AND YOUR PERSONAL BABY WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS, INCOMPATIBILITIES OR ERRORS WILL BE CORRECTED. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. USER AGREES THAT IT HAS RELIED ON NO WARRANTIES, REPRESENTATIONS OR STATEMENTS OTHER THAN IN THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL CEIO OR ADVERTISERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF THE USE OF, OR INABILITY TO USE, THIS SITE, THE BABY WEBSITE CREATION SERVICE, THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CEIO OR ADVERTISERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CEIO AND ADVERTISERS LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless CEIO, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use of this site, all services, information or products from this site, or any violation of this Agreement. CEIO reserves the right, at it 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 CEIO in asserting any available defenses.

LEGAL COMPLIANCE

CEIO may suspend or terminate this Agreement or User's use immediately upon receipt of any notice which alleges that User has used this site or their personal baby website for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, CEIO may disclose the User's identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and CEIO shall not be liable for damages or results thereof and User agrees not to bring any action or claim against CEIO for such disclosure.