Baby List, Inc.

Clementine Terms of Use

Effective Date: June 10, 2026

These Terms of Use (“Terms”) govern Your access to and use of Clementine, a private family and friends photo-sharing application (“Clementine” or the “App”) made available by Baby List, Inc. (“Babylist,” “we,” “us,” or “our”). Please read these Terms carefully before using Clementine.

By downloading, installing, accessing, or using Clementine, You agree to be bound by these Terms and by the Babylist Privacy Policy, available at https://www.babylist.com/privacy (the “Privacy Policy”), which is incorporated into these Terms by reference. If You do not agree to these Terms or the Privacy Policy, do not download, install, or use Clementine.

These Terms constitute a binding legal agreement between You and Babylist. Babylist reserves the right to modify these Terms at any time at its sole discretion by posting updated Terms within the App or at the URL where these Terms are hosted. By continuing to access or use Clementine after updated Terms have been posted, You agree to be bound by the updated Terms.

PLEASE READ THE DISPUTE RESOLUTION SECTION FURTHER BELOW CAREFULLY AS IT WILL IMPACT YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. THE PROVISIONS IN THAT SECTION INCLUDE AN ARBITRATION AGREEMENT, A MANDATORY PRE-ARBITRATION INFORMAL DISPUTE RESOLUTION PROCESS, A CLASS ACTION WAIVER, ADDITIONAL PROCEDURES FOR MASS ARBITRATION FILINGS, AND A JURY TRIAL WAIVER. YOU AND BABYLIST AGREE THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION AGREEMENT BELOW, DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BABYLIST WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASSWIDE ARBITRATION. TAKE NOTE THAT IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS TYPICALLY LESS DISCOVERY THAN IN COURT. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THE DISPUTE RESOLUTION SECTION.

Babylist reserves the right, without notice and in its sole discretion, to restrict, refuse or terminate Your ability to use Clementine without any liability to You.

Definitions

“App” or “Clementine” means the Clementine private family photo-sharing mobile application provided by Babylist.

“Clementine Content” means any photos, videos, captions, comments, or other content You upload, or share through the App.

“Family and Friends” means the private, invitation-only group of individuals You authorize to view Your Clementine Content.

“Privacy Policy” means the Babylist Privacy Policy, available at https://www.babylist.com/privacy, which covers data practices for all Babylist services including Clementine, and is incorporated into these Terms by reference.

“Smart Features” means “Face Grouping Feature” that uses facial recognition technology to organize Your photos by person within Your account; and “AI Stories” that uses artificial intelligence to generate stories, captions, or other written content based on photos and metadata You provide, which you can enable when using Clementine.

“You” or “User” means any individual who downloads, installs, accesses, or uses Clementine.

Eligibility and Account

You certify that You are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. You are responsible for ensuring that all persons who access the Website through Your internet connection are aware of these Terms and that they comply with them. This includes any person who is authorized to access Your account via Your login, and any additional logins associated with Your account. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

You must be at least 18 years of age to create a Clementine account and use the App. If You are under the age of 18, You agree and warrant that You have Your parent or legal guardian’s consent to access the App.

If You permit a child to appear in content You share through Clementine, You do so as the child’s parent or legal guardian, or with the consent of the child’s parent or legal guardian.

Account Creation; Babylist Account

You may create a Clementine account by registering directly within the App, by signing in with Your existing Babylist account, or using SSO. If You sign in with Your Babylist account, Your use of Clementine remains subject to these Terms and the Babylist Terms of Use, available at https://www.babylist.com/terms. In the event of a conflict between the Babylist Terms of Use and these Terms with respect to Your use of Clementine, these Terms control.

You represent that all registration information You provide is accurate, current, and complete, and You agree to keep it current. You are responsible for maintaining the confidentiality of Your account credentials and for all activity that occurs under Your account, including activity by any person You authorize to access Your account. Notify Babylist immediately at studio@babylist.com of any unauthorized use of Your account.

Beta and Early Access

Clementine is currently in a limited early access phase. Access may be by invitation only and features are subject to change without notice. By participating in early access, You acknowledge that the App is still being developed and may contain bugs, errors, or incomplete functionality. Babylist makes no commitment regarding the timeline for general availability, the continuation of any feature currently offered, or the migration or preservation of content created during early access.

Clementine early access may include features, designs, or functionality that have not been publicly announced. By participating in early access, You agree to keep all non-public aspects of the App, including unreleased features, design elements, and product roadmap information, strictly confidential. You agree not to disclose, publish, or share screenshots, descriptions, or other information about non-public features of the App without Babylist’s prior written consent. This confidentiality obligation does not apply to information that is or becomes publicly available through no fault of Your own.

Feedback. Babylist may invite You to provide feedback, bug reports, feature suggestions, or other input about Your experience with Clementine during early access. Any such feedback is subject to the feedback license described herein. You are not required to provide feedback, and providing feedback does not entitle You to any compensation, equity, or continued access to Clementine.

Account Deletion

Deleting Your Clementine account does not automatically delete Your Babylist account, and deleting Your Babylist account does not automatically delete Your Clementine account. Each account must be deleted separately. To delete Your Clementine account, contact studio@babylist.com. See the Clementine section of the Privacy Policy for data deletion timelines following account deletion.

License to Use the App

Subject to Your compliance with these Terms, Babylist grants You a limited, non-exclusive, non-transferable, revocable license to download, install, and use the App on a mobile device that You own or control, solely for Your personal, non-commercial use. This license does not include the right to: (i) sublicense, sell, resell, transfer, assign, or commercially exploit the App; (ii) modify, reverse engineer, decompile, or disassemble the App; (iii) create derivative works based on the App; or (iv) use the App in any manner not expressly authorized by these Terms.

Babylist reserves all rights not expressly granted in these Terms. The App and all content, features, and functionality within it are owned by Babylist or its licensors and are protected by applicable intellectual property laws.

Your Content

Ownership; License Grant to Babylist

You retain all ownership rights in Your Clementine Content. By uploading or sharing Clementine Content through the App, You grant Babylist a limited, non-exclusive, royalty-free, worldwide license to host, store, reproduce, display, and transmit Your Clementine Content solely as necessary to provide the Clementine service to You and Your authorized Family and Friends. This license terminates when You delete the content or Your account, subject to the data retention periods described in the Privacy Policy.

Babylist does not claim ownership of Your Clementine Content. Clementine Content is not used for advertising, marketing, or cross-product personalization. Babylist does not use photos of minors for advertising, marketing, or AI model training.

Your Representations Regarding Content

By uploading or sharing Clementine Content, You represent and warrant that:

• You own or have all necessary rights to upload, share, and grant Babylist the license described above with respect to each item of Clementine Content;
• Your Clementine Content does not infringe the intellectual property rights, privacy rights, right of publicity, or other rights of any third party;
• Your Clementine Content does not contain material that is unlawful, obscene, harmful, threatening, harassing, defamatory, or otherwise objectionable; and
• Your use of Clementine and Your Clementine Content complies with these Terms and all applicable laws.

Content You Choose to Share

Clementine is a private sharing platform. You control who can see Your content by managing Your Family and Friends list. You are responsible for the content You share and the individuals You invite to see Your Clementine Content. Once You share content with invited Family and Friends, Babylist cannot control how that member uses, copies, or redistributes that content outside of the App.

Family and Friends

You control who sees Clementine Content by inviting individuals via a unique link You provide. You are responsible for ensuring that You invite only individuals You intend to have ongoing access to Your private content.

You are solely responsible for any unauthorized access or disclosure of Your Clementine Content resulting from Your sharing of access credentials, invitation links, or other access with unintended parties. Babylist is not responsible for unauthorized access resulting from Your own sharing decisions.

Invited family and friends may view Your shared content and may be able to comment on or react to it. You are responsible for removing Family and Friends whose access You no longer wish to permit. Removed Family and Friends will lose access to all of Your Clementine Content in the App, including content previously shared with them. However, content they viewed, downloaded, or copied prior to removal may still exist outside the App and is outside Babylist’s control.

Photos Depicting Other Individuals; Minors

Clementine is frequently used to share photos of children. Children are not account holders and do not directly interact with the App. By uploading or sharing a photo or video that depicts another individual, including a minor, You represent and warrant that:

• You are the parent or legal guardian of each minor depicted in the Clementine Content You upload, or You have obtained the prior affirmative consent of such minor’s parent or legal guardian;
• You have obtained any necessary consent from adult individuals whose image, likeness, or other identifying information appears in Your Clementine Content; and
• You have the authority to submit such content for processing by Babylist and its service providers as described in these Terms and the Privacy Policy, including processing for child safety scanning and, if You have enabled it, the Face Grouping Feature.

You are solely responsible for obtaining and maintaining any required consents before uploading content depicting others. Babylist does not independently verify Your authority to upload content depicting third parties.

Smart Features

If you enable the Smart Features, the following will apply:

Face Grouping Feature and Biometric Data

The Face Grouping Feature uses facial recognition technology to organize Your photos by person within Your account. If You enable the Face Grouping Feature, Clementine will generate facial data from photos You upload, including photos depicting individuals who are not Clementine account holders, in order to identify and group matching faces within Your account. Initial face detection occurs on Your device using Apple’s built-in tools; additional facial recognition processing occurs on Babylist’s servers.

Consent; Your Responsibilities

By enabling the Face Grouping Feature, You:

• Consent to the collection, use, and storage of biometric and facial data as described in the Clementine section of the Privacy Policy;
• Represent and warrant that You have appropriate authority to submit all depicted individuals’ photos for facial recognition processing, including the authority to provide consent on behalf of any minors depicted; and
• Acknowledge that this processing applies to all individuals appearing in uploaded photos, including individuals who are not Clementine account holders.

Geographic Restrictions

The Face Grouping Feature is not currently available to account holders who reside in Illinois, Maryland, Colorado, Washington, or Texas. By enabling the Face Grouping Feature, You represent that You do not reside in any of those states. If You are a resident of one of those states, You may not enable the Face Grouping Feature.

Revocation; Deletion

You may disable the Face Grouping Feature and revoke Your consent at any time through the App settings or by contacting studio@babylist.com. Upon revocation, no new photos You upload will be processed through the face grouping pipeline. You may also request deletion of Your facial data at any time by contacting studio@babylist.com regardless of whether You disable the feature.

AI-Powered Stories and Captions

The AI Stories feature uses artificial intelligence to generate stories, order the photos within the stories, captions, or other written content based on photos and metadata You provide. The AI Stories feature is automated technology; content it generates is not created by a human. AI-generated content may be inaccurate, incomplete, or may not accurately reflect the circumstances depicted in Your photos. You are responsible for reviewing all AI-generated content.

AI Stories are provided for Your personal, non-commercial use only. Babylist does not use photos of minors to train AI models. By using the AI Stories feature, You agree that Your photos and related inputs will be processed by Babylist and its AI service providers solely to generate the content You request, in accordance with the Privacy Policy.

Babylist reserves the right to modify, suspend, or discontinue the Smart Features at any time without notice.

Child Safety

We take the safety of children seriously. All photos uploaded to Clementine are automatically scanned using industry-standard hash-matching technology to detect known child sexual abuse material (“CSAM”). This process uses cryptographic hash comparisons against databases of known CSAM maintained by the National Center for Missing and Exploited Children (“NCMEC”) and other authorized child safety organizations. Scanning is performed by automated systems and does not involve human review of Your photos in the ordinary course.

If a scan produces a confirmed match, Babylist is required by federal law (18 U.S.C. § 2258A) to file a report with NCMEC’s CyberTipline. Confirmed reports may be shared with law enforcement as required or permitted by law.

You agree not to upload any content that constitutes child sexual abuse material or that otherwise sexually exploits, endangers, or harms minors. Violation of this prohibition will result in immediate account termination and referral to law enforcement. You may report child safety concerns to Babylist at studio@babylist.com. For more information about how we keep children safe, visit our Child Safety Policy.

Permitted Use; Prohibited Conduct

Clementine is provided solely for personal, non-commercial, private family photo sharing. You agree to use the App only for its intended purpose and in compliance with all applicable laws and these Terms.

You agree not to:

• Upload, store, share, or display any content that is unlawful, obscene, harmful to minors, threatening, harassing, defamatory, or that violates the rights of any third party;
• Upload any content that constitutes CSAM or that depicts the sexual exploitation or abuse of any individual;
• Upload photos or content depicting other individuals without the authority to do so as described in these Terms;
• Enable the Face Grouping Feature if You reside in Illinois, Maryland, Washington, Colorado or Texas;
• Use the App for any commercial purpose, including advertising, marketing, promotion, or solicitation;
• Share Your account credentials or Family and Friends invitation links with individuals You do not intend to have access to Your private content;
• Attempt to extract, harvest, scrape, or otherwise collect biometric or facial data generated by the Face Grouping Feature for any purpose other than Your personal use within the App;
• Attempt to reverse engineer, decompile, or otherwise access the source code or underlying technology of the App;
• Use any automated tool, bot, or script to access, mine, or interact with the App; or
• Interfere with or disrupt the integrity, security, or performance of the App or Babylist’s systems.

Babylist reserves the right to investigate suspected violations and to suspend or terminate accounts, cooperate with law enforcement, and pursue all available legal remedies in response to violations of these Terms.

Privacy

Your use of Clementine is governed by the Babylist Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how Babylist collects, uses, shares, and retains data through Clementine, including Your photos, Family and Friends information, facial data generated by the Face Grouping Feature, location data embedded in photos, and AI-generated content. Please review the Clementine section of the Privacy Policy carefully before using the App.

Clementine data is not used for advertising or cross-product personalization and is not shared with third-party advertisers in identifiable form. Data practices specific to Clementine are described in the Clementine section of the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to data practices, the Privacy Policy controls.

Intellectual Property

The App and all content, features, technology, software, designs, and other materials provided by Babylist through Clementine (“Babylist IP”) are owned by Babylist or its licensors and are protected by applicable copyright, trademark, patent, and other intellectual property laws. These Terms do not transfer any ownership of Babylist IP to You. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit Babylist IP without Babylist’s prior written consent.

If You provide Babylist with feedback, suggestions, or ideas regarding Clementine (“Feedback”), You grant Babylist a perpetual, irrevocable, royalty-free license to use, incorporate, and build upon that Feedback for any purpose, including to improve and develop the App, without compensation or attribution to You.

Copyright and DMCA

Respect for Copyright

Babylist respects intellectual property rights and expects users of Clementine to do the same. You may not upload, share, or otherwise transmit through the App any content that infringes the copyright, trademark, or other intellectual property rights of any third party. By uploading Clementine Content, You represent and warrant that You own all rights in that content or have obtained all necessary permissions and licenses to upload, share, and grant Babylist the licenses described in these Terms.

DMCA Notice and Takedown Procedure

If You believe that content available through Clementine infringes Your copyright, You may submit a written notice of claimed infringement to Babylist’s designated copyright agent pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Your notice must include all of the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of such works;
• Identification of the material claimed to be infringing and information reasonably sufficient to permit Babylist to locate that material within the App;
• Your name, address, telephone number, and email address;
• A statement that You have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and
• A statement made under penalty of perjury that the information in Your notice is accurate and that You are the copyright owner or authorized to act on the owner’s behalf.

Please send Your notice to Babylist’s designated copyright agent at:

Repeat Infringer Policy

In accordance with the DMCA and applicable law, it is Babylist’s policy to terminate, in appropriate circumstances, the accounts of users who are the subject of repeated valid copyright infringement claims. Babylist reserves the right to terminate any user’s account if Babylist determines, in its sole discretion, that the user has repeatedly infringed the copyrights of others.

Third-Party Services

Clementine integrates or interacts with third-party services and technologies to deliver certain features, including on-device face detection, cloud infrastructure and storage providers, AI story generation providers, location place-name services, and child safety scanning services. Your use of features powered by third-party services may be subject to the terms of service and privacy policies of those third parties. Babylist is not responsible for the acts, omissions, availability, accuracy, security, or content of any third-party service, and makes no representations or warranties regarding any third-party service or technology used in connection with Clementine.

The App may contain links to third-party websites or resources. Such links are provided for Your convenience only. Babylist does not endorse and is not responsible for the content, products, services, or practices of any linked third-party website or resource. You access any third-party website or resource at Your own risk and subject to that third party’s own terms and policies.

Disclaimers

THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BABYLIST DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY.

BABYLIST DOES NOT WARRANT THAT: (I) THE APP WILL BE AVAILABLE AT ALL TIMES OR OPERATE WITHOUT INTERRUPTION OR ERROR; (II) DEFECTS WILL BE CORRECTED; (III) THE APP OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE SMART FEATURES WILL ACCURATELY IDENTIFY OR GROUP ALL INDIVIDUALS DEPICTED IN YOUR PHOTOS OR PRODUCE STORIES THAT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR SHARING; OR (VI) CONTENT YOU SHARE WILL REMAIN PRIVATE IF YOU SHARE YOUR CREDENTIALS OR FAMILY AND FRIENDS ACCESS WITH OTHERS.

CLEMENTINE IS NOT INTENDED TO BE A BACKUP OR ARCHIVAL SERVICE. BABYLIST IS NOT RESPONSIBLE FOR ANY LOSS OF CLEMENTINE CONTENT RESULTING FROM TECHNICAL FAILURE, ACCOUNT DELETION, OR CIRCUMSTANCES OUTSIDE BABYLIST’S REASONABLE CONTROL. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF CONTENT THAT IS IMPORTANT TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BABYLIST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE CLEMENTINE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), EVEN IF BABYLIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BABYLIST’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF CLEMENTINE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT YOU PAID TO BABYLIST FOR USE OF THE APP IN THE TWELVE MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, BABYLIST’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Babylist, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claims, actions, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Your use of or inability to use Clementine; (ii) Your Clementine Content; (iii) Your breach of these Terms; (iv) Your violation of any applicable law or third-party right, including any intellectual property right, privacy right, or right of publicity; or (v) Your failure to obtain required consents before uploading content depicting other individuals.

Term and Termination

These Terms are effective from the date You first access or use Clementine and remain in effect until terminated. You may terminate these Terms at any time by ceasing to use the App and deleting Your Clementine account.

Babylist may suspend or terminate Your access to Clementine at any time, with or without notice, for any reason, including if Babylist reasonably believes You have violated these Terms, applicable law, or the rights of any third party. Upon termination, Your license to use the App will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including without limitation Your Content, Privacy, Copyright and DMCA, Third-Party Services, Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.

Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND BABYLIST AGREE TO RESOLVE DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.

Applicability of Arbitration Agreement

In this section (the “Arbitration Agreement”), You and Babylist agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of Clementine or any communications between You and Babylist will be resolved by binding arbitration on an individual basis, except that You and Babylist are not required to arbitrate any: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is an individual dispute and not a class action, or (ii) disputes or claims where the only relief sought is injunctive relief. For purposes of this Arbitration Agreement: the phrase “all claims and disputes” also includes claims and disputes that arose or involve facts between us before the effective date of these Terms as well as claims that may arise after the termination of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

Informal Dispute Resolution

First, we would like to address any disputes without the need for arbitration. If You have a dispute with Babylist that is subject to arbitration, then prior to initiating arbitration, You agree to mail an individualized request (“Pre-Arbitration Demand”) to Babylist, ATTN: Legal, Baby List, Inc., 1900 Powell St, Suite 150, Emeryville, CA 94608, so that we can work together to resolve the dispute. A Pre-Arbitration Demand is valid only if it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) Your name, telephone number, email address and mailing address, (ii) the name, telephone number, mailing address and email address of Your counsel, if any, (iii) a description of Your dispute, and (iv) Your signature. Likewise, if Babylist has a dispute with You, Babylist will send an email or mail with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address or mailing address associated with Your account. If the dispute is not resolved within sixty (60) calendar days of the date that You or Babylist send Your Pre-Arbitration Demand, arbitration may then be filed. You agree that compliance with this subsection is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. You and Babylist agree that any dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Arbitration Procedure

The Federal Arbitration Act (“FAA”), including its procedural provisions, governs the interpretation and enforcement of this Arbitration Agreement, and not state law. If after completing the informal dispute resolution process discussed above, either You or Babylist wishes to initiate arbitration, the arbitration will be conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with the JAMS Comprehensive Arbitration Rules & Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/, or, by mutual agreement of the parties after the arbitration is initiated, the JAMS Streamlined Arbitration Rules & Procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/, (collectively, “JAMS Rules”), as modified by this Arbitration Agreement, in effect at the time of arbitration, except as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines (the “JAMS Mass Arbitration Procedures”), available at https://www.jamsadr.com/mass-arbitration-procedures, as modified by this Arbitration Agreement. All sets of rules mentioned in the prior sentence are also available by calling JAMS at 1-800-352-5267. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms.

The arbitration will be conducted in San Francisco, California, unless the parties agree to another location, by a single neutral arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from an appropriate list of JAMS arbitrators in accordance with the JAMS Rules or JAMS Mass Arbitration Procedures. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration conducted by telephone, online, written submissions, or any combination of the three, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules.

The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. This includes but is not limited to the ability of the arbitrator to award fees and costs if the arbitrator determines that a claim or defense is frivolous or was brought for an improper purpose, for the purpose of harassment, or in bad faith. The award of the arbitrator is final and binding upon You and Babylist. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Your responsibility to pay any filing, administrative, and arbitrator costs will be as set forth in the applicable arbitration provider’s rules. If You have a gross monthly income of less than 300% of the federal poverty guidelines, You may be entitled to a waiver of certain arbitration costs. Further, if the amount of the initial filing fee is more than You would have to pay to file a Complaint in the United States District Court for the Northern District of California (or, for cases where that court would lack original jurisdiction, the California Superior Court, County of San Francisco), Babylist will pay the difference between the initial filing fee and the amount You would have to pay to file a Complaint in Court. Otherwise, the JAMS Rules and/or JAMS Mass Arbitration Procedures shall govern the payment of arbitration fees, unless otherwise provided in this Arbitration Agreement.

Mass Arbitrations

If 75 or more individuals submit similar arbitration claims and are represented by either the same law firm or law firms acting in coordination, You and Babylist agree that the JAMS Mass Arbitration Procedures will apply. The JAMS Mass Arbitration Procedures are designed to facilitate the fair, expeditious, and efficient resolution of mass arbitrations.

For any mass arbitration, JAMS will appoint a “process administrator” who will determine all preliminary and administrative matters as may be necessary to ensure the orderly and efficient resolution of the claims. This will include determining, among other things, whether each party has met the applicable filing requirements and conditions precedent to submit their claims to arbitration, and which demands for arbitration should be included as part of the mass arbitration proceeding.

All demands for arbitration included as part of the mass arbitration proceeding must be resolved in stages. You agree to this process even though it may delay the arbitration of Your claim. In the first stage, claimants’ counsel and Babylist will each select 5 cases (10 cases total), unless the parties agree to another number, to be resolved individually by different arbitrators. In the meantime, no other cases may proceed in arbitration, and JAMS must not charge a case management fee or an arbitration appointment fee for those cases.

After this first stage of cases is completed, the parties must engage in a single mediation, before a retired federal or state-court judge (unless the parties agree otherwise), of all remaining cases, and Babylist will pay the mediation fee. If the parties cannot resolve the remaining cases after mediation, You and Babylist agree that the process administrator will batch, consolidate, or otherwise group any remaining arbitration demands to the greatest extent possible.

Class or Consolidated Action Waiver

YOU AND BABYLIST AGREE THAT, EXCEPT AS SPECIFIED ABOVE IN THE MASS ARBITRATION SECTION, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER OR CUSTOMER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR CUSTOMER, EXCEPT AS SPECIFIED IN THE MASS ARBITRATION SECTION.

This subsection does not prevent You or Babylist from participating in a class-wide settlement of claims. Notwithstanding any other provision of these Terms, the Arbitration Agreement, JAMS Rules, or JAMS Mass Arbitration Procedures, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IN SUCH CIRCUMSTANCES, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED OR REPRESENTATIVE ACTION THAT IS PERMITTED TO PROCEED MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.

Jury Trial Waiver

YOU AND BABYLIST WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Babylist are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between You and Babylist over whether to vacate or enforce an arbitration award, YOU AND BABYLIST WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

Confidentiality

To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

Right to Opt Out of Arbitration

You may opt out of the foregoing Arbitration Agreement by notifying Babylist in writing within 30 days of the date You first registered for Clementine or 30 days from the date these Terms were last updated. To opt out, You must send a written notification to Babylist at Baby List, Inc., 1900 Powell St, Suite 150, Emeryville, CA 94608, Attention: Legal, that includes (i) Your name, account username, address, telephone number and email address, and (ii) a clear statement indicating that You do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration provision.

General

Governing Law

These Terms are governed by the internal substantive laws of the State of California, except that the Federal Arbitration Act governs provisions relating to arbitration. Except as otherwise provided in the Arbitration Agreement, any claims not subject to arbitration shall be brought exclusively in the state or federal courts located in San Francisco, California, and You and Babylist each consent to the personal jurisdiction of such courts.

Severability

If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect.

Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between You and Babylist with respect to Your use of Clementine and supersede all prior agreements, representations, and understandings relating to the subject matter hereof. If You also use other Babylist services, the Babylist Terms of Use govern those services.

No Waiver

Babylist’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Babylist.

Assignment

You may not assign or transfer these Terms or any rights hereunder without Babylist’s prior written consent. Babylist may assign these Terms, in whole or in part, without restriction. These Terms will be binding on permitted assigns.

Changes to the App

Babylist reserves the right to modify, suspend, or discontinue Clementine or any feature of the App at any time without notice, including during the early access period. Babylist will not be liable to You for any modification, suspension, or discontinuation of the App.

Contact Us

If You have questions about these Terms, please contact Babylist at: