Terms and Conditions

Service Description: BabyCallTree.com agrees to provide, and Customer agrees to purchase, the "Service", defined to include, but not limited to prompted delivery of messages to Customer provided numbers and/or emails, direct-dialed Voice over IP ("VoIP") calling and certain calling and call management features or advanced features, including additional features or advanced features which may be offered at additional costs, and which BabyCallTree.com, in its sole discretion, may add, modify, or delete from time to time.
Use of Service: Customer agrees not to use the Services for any unlawful or abusive purpose or in any way that interferes with BabyCallTree.com's ability to provide service to its customers, or damages its property. Customer shall not resell the Services, or any part thereof, without first obtaining any required regulatory approvals and providing BabyCallTree.com with a copy of such approvals (e.g. Resale Certificates). If Customer becomes aware that the Services are being fraudulently used, Customer must immediately notify BabyCallTree.com. BabyCallTree.com has the right to interrupt or restrict access to the Services, without prior notice to Customer, if BabyCallTree.com suspects fraudulent or abusive activity, or activity that interferes with BabyCallTree.com's ability to provide Service to its customers. Customer agrees to cooperate with BabyCallTree.com in any fraud investigation and to use any reasonable fraud prevention measures BabyCallTree.com prescribes. Customer agrees to protect password and account information for any administrative access provided to the Services. Upon termination of the Agreement, Customer's right to use the Services immediately ceases.
Charges: Customer is responsible for paying all charges to its account for Services ordered via BABYCALLTREE.COM, in accordance with the Retail Pricing Schedule listed on the website. All usage rates are exclusive of applicable taxes and governmental surcharges, all of which will be added to Customer's bill. BabyCallTree.com reserves the right to pass through any changes to surcharges, taxes or other modifications to the prices charged hereunder or to BabyCallTree.com's tariffs that are caused or triggered by regulatory activity. Customer acknowledges it is responsible for protecting against fraudulent access to the Services, in accordance with Section 2 above, and shall also be liable for all charges incurred by any other person's use of Customer's Services, whether such use is authorized by Customer or not, except to the extent such use is caused by the intentional misconduct or gross negligence of BabyCallTree.com. Customer is prohibited from intermingling traffic or for utilizing this service for anything other than providing BabyCallTree.com Service to its end users. BabyCallTree.com reserves the right to terminate the Agreement and/or the suspend the Services for cause immediately upon determining, in its sole discretion, that Customer is using or plans to use the Services in a manner inconsistent with this provision and resulting in abnormal volumes and destinations of call usage. BabyCallTree.com may audit Customer's traffic to ensure that Customer is complying with this provision.
Usage Charges. All call usage is charged as a block with a thirty (30) second maximum and all emails are limited to quantities as listed on the Retail Pricing Schedule.
Term; Minimum Commitment; Cancellation Fee: The Term of this Agreement shall commence as of the Effective Date first written above and shall continue for the period indicated in the Order Form above (the "Initial Term") and will thereafter automatically renew on an annual basis unless cancelled by either party, in writing, thirty (30) days prior to the expiration of any Term. The quantity of Services as indicated within the Order Form by the number of numbers and/or email identified and the quantity of memory utilized for the messages constitutes the minimum commitment ("Minimum Commitment") by Customer for the period of the Initial Term and Customer hereby agrees to pay the charges associated with Minimum Commitment Services for the period of the Initial Term. If Customer terminates or cancels this Agreement prior to the end of a Term for any reason other than a default by BabyCallTree.com, or if BabyCallTree.com terminates this Agreement due to a default by Customer, Customer agrees that BabyCallTree.com's damages for such premature termination of this Agreement will be difficult or impossible to determine and Customer agrees to pay BabyCallTree.com, in addition to any amounts outstanding as of the date of termination or cancellation, and as a reasonable estimate of BabyCallTree.com's damages and not as a penalty.
Default; Termination. If Customer fails to pay any amount owed to BabyCallTree.com by its Due Date, or if Customer breaches any representation or fails to perform any of the promises made in this Agreement, or if Customer is subject to any proceeding under the Bankruptcy Act or similar laws, Customer will be in default and BabyCallTree.com may, in its sole discretion and, with or without prior notice, suspend or restrict Service and/or terminate this Agreement subject to the provisions of Section 6, in addition to all other remedies available to it. Upon termination, Customer is responsible for paying all amounts and charges owing under this Agreement, including any applicable Cancellation Fee and all costs of collection, including attorneys' fees.
Disclaimer of Warranties and Limitation of Liability. BABYCALLTREE.COM AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES OR THE BABYCALLTREE.COM AND HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. UNDER NO CIRCUMSTANCES SHALL BABYCALLTREE.COM OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, END-USERS OF CUSTOMER'S SERVICE, FOR ANY LOSS, INJURY OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION OR STORAGE OF ANY MESSAGES, SIGNALS OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Customer shall indemnify and defend BabyCallTree.com from and against all loss (or threatened loss), liability, damage, and expense, including attorney's fees, caused by third party claims arising from or in connection with any of the following:
1. death or bodily injury of any agents, employees, customers, business invitees, business visitors or other persons caused by the tortuous conduct of Customer;
2. the damage, loss or destruction of any real or tangible personal property caused by the tortuous conduct of Customer;
3. any claim, demand, charge, cause of action, or proceeding asserted against BabyCallTree.com but resulting from an act or omission of Customer in its capacity as an employer of a person; or any claim for damages resulting from the illegal or fraudulent use of Services by Customer. Customer will indemnify and defend BabyCallTree.com from and against all loss, liability, damage and expense, including attorney's fees, caused by any third party claims arising from information, data, or messages transmitted over the BabyCallTree.com network by Customer, or Customer's own customers or agents, including, but not limited to claims for libel, slander, invasion of privacy, infringement of copy-right, and invasion or alteration of private records or data;
4. claims based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content. Customer will indemnify and defend BabyCallTree.com from and against all loss, liability, damage and expense, including attorney's fees arising from third party claims brought against BabyCallTree.com alleging that Services or equipment, software or other materials provided by BabyCallTree.com or its subcontractors constitutes an infringement or misappropriation of any copyright, trade-secret, patent right, or other proprietary right of a third party, to the extent that such claim is based on or results from use of the Services in a manner prohibited under the Agreement or any Attachment to the Agreement if such infringement would have been avoided by the use of the Service in accordance with the Agreement or any Attachment. The party seeking indemnification hereunder shall promptly notify the other party in writing of any claim; provided, however, that no failure to notify the indemnifying party shall relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party can demonstrate damages attributable to such failure. The indemnifying party shall have the right and authority to control and direct the investigation, defense and settlement of such claim and each party agrees to provide the other party with reasonable information and assistance for the claim's defense and settlement, provided that
  1. the indemnifying party will obtain the prior written approval of the indemnitee before entering into any settlement of such claims (other than settlements that involve solely the payment of money) or ceasing to defend the claim and
  2. the indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense. To be indemnified under this Section, the party seeking indemnification must not knowingly by any act (including any admission or acknowledgement) materially impair or compromise a claim's defense.
Emergencies: BABYCALLTREE.COM DOES NOT PROVIDE A "911" OR E911 OR SIMILAR EMERGENCY CALL ROUTING WITH CERTAIN ENHANCED NUMBER SERVICES. CUSTOMER SHALL HAVE THE RESPONSIBILITY TO ENSURE THAT ALL EMERGENCY SERVICE CALLS ARE MADE APPROPRIATELY.
Service Level and Service Level Credits: Customer must contact BabyCallTree.com's Customer Service organization to report issues related to Service performance. In order for BabyCallTree.com to investigate any reported issues, Customer agrees to provide BabyCallTree.com with supporting information as reasonably requested by BabyCallTree.com as applicable to the Services delivered under this Agreement. In the event of any damages arising out of BabyCallTree.com's furnishing or failure to furnish Services under this Agreement, Customer's sole remedies are limited to the consideration provided by Customer at the time of purchase.
Miscellaneous Provisions: Laws, Rules, and Regulations. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to the principles of conflict of laws. The Parties agree that the exclusive venue of any action related to this Agreement shall be the state or federal courts located in Sacramento, California, and the parties hereby consent to the jurisdiction and venue of such courts. This Agreement is subject to all laws, rules, regulations, and ordinances relative to, among other things, the provision of enhanced telecommunications and long distance services, including, without limitation, the Communications Act of 1934 and the Telecommunications Act of 1996, as amended, and all rules and regulations promulgated there under.
Force Majeure. Neither party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing party as of the Effective Date and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other prompt written notice of such cause, and in any event within fifteen (15) calendar days of discovery thereof.
Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that Customer shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. Customer shall pay all expenses in connection with performing its obligations hereunder and shall not incur any indebtedness on behalf of BabyCallTree.com in connection with such expenses. Neither party shall have or hold itself out as having any right, authority or agency to act on behalf of the other party in any capacity or in any manner, except as may be specifically authorized in this Agreement.
Attorneys' Fees. If any action shall be brought on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the most prevailing party shall be entitled to recover from the other, as part of the prevailing party's costs, reasonable attorneys' fee.
Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Fair Interpretation, Headings. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the Agreement or otherwise. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understanding or agreements, written or oral, between the parties regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing, in a format specified by BabyCallTree.com, and signed by a duly authorized representative of Customer. No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. Failure by either party to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right.
Binding Agreement. This Agreement is made for the benefit of BabyCallTree.com and Customer and their respective designates, if any, and not for the benefit of any third parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, and their permitted successors and assigns.
Remedies. The rights and remedies of the Parties hereunder shall not be mutually exclusive, i.e., the exercise of one (1) or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The Parties acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise.
Survival. Sections of this Agreement will survive Termination or expiration of this Agreement and remain in full force and effect. These terms will apply to either party's successors and assigns, and any other provisions of this Agreement that are necessary for interpretation of such surviving terms shall continue to apply to all such surviving terms. Should any Section of this agreement be deemed unenforceable or to be stricken by a court the surviving sections shall endure.
Copyright Infringement. BabyCallTree.com respects the intellectual property rights of others and asks and expects our users to do the same. If you believe your work has been copied in any way in connection with our Services that constitutes copyright infringement, please provide our copyright agent with the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on our property, servers or site, or otherwise sufficient to enable us to locate such material;
4. your address, telephone number, and e-mail address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Privacy. Customer authorizes our monitoring and recording of calls to concerning the account or the Service and consents to BabyCallTree.Com or its authorized agents contacting the Customer from time to time by means of (a) automatic dialing equipment, email, direct mail or the BabyCallTree.Com voicemail box.
Registration. In order to become a BabyCallTree.Com user, the Customer must first create an account on this web site. To create an account the Customer is required to provide the following contact information: name, email address, country, ZIP/postal code, credit card or Paypall information and choose a password.
Information about your Contacts. In order to contact the Customers Designates to directly receive the messaging service provided by BabyCallTree.Com, Customer will enter their names, telephone or cell phone numbers and/or email addresses. This information will be used by BabyCallTree.Com to send the Customers message upon prompt by customer. The names and email addresses of people provided will be used to send the customized message provided by customer. All information entered there will only be viewable by you and will not be searchable by others in the BabyCallTree.Com Database. All information that the Customer enters or uploads about contacts will be covered by the same terms of this privacy policy as cover your own personally identifiable information.
Cookies & Log Files:
Like most web sites, BabyCallTree.Com uses cookies and web log files to track site usage. A cookie is a tiny data file which resides on your computer which allows BabyCallTree.Com to recognize you as a user when you return to our site using the same computer and web browser. Unfortunately, if your browser settings do not allow cookies, you will not be able to use our website. Like the information you enter at registration or in your Profile, cookie and log file data is used to customize your experience on the web site.
One type of cookie, known as a "persistent" cookie, is set once you've logged in to your BabyCallTree.Com account. The next time you visit the BabyCallTree.Com web site, the persistent cookie will allow us to recognize you as an existing user so you will not need to log in before using the service. In order to access or change any of your private information (like a credit card number), however, you must log in securely again with your password even if your computer contains your persistent cookie. Additionally, if you log out of the BabyCallTree.Com site you will need to re-enter your password the next time you visit in order to log in to your account. Another type of cookie, called a "session" cookie, is used to identify a particular visit to the BabyCallTree.Com site. Session cookies expire after a short time or when you close your web browser.
Due to the communications standards on the Internet, when you visit the BabyCallTree.Com web site we automatically receive the URL of the site from which you came and the site to which you are going when you leave BabyCallTree.Com. We also receive the Internet protocol (IP) address of your computer (or the proxy server you use to access the World Wide Web), your computer operating system and type of web browser you are using, as well as the name of your ISP. This information is used to analyze overall trends to help us improve the BabyCallTree.Com service. The linkage between your IP address and your personally identifiable information is never shared with third-parties without your permission or except when required by law.
Web Beacons. We allow other companies, called ad networks, to serve advertisements to BabyCallTree.Com users. Ad networks include third party ad servers, ad agencies, ad technology vendors and research firms. BabyCallTree.Com may "target" some ads to users that fit a certain general profile � for example, "product managers in Texas." BabyCallTree.Com does NOT use personally identifiable information to target ads. To deliver these ads properly, BabyCallTree.Com may include a file, called a web beacon, from these ad networks within pages served by BabyCallTree.Com so the networks may provide anonymized, aggregated auditing, research and reporting for advertisers as well as to target ads to you while you visit other websites. Because your web browser must request these advertisements and web beacons from the ad network's servers, these companies can view, edit or set their own cookies, just as if you had requested a web page from their site. These general targets may also be used by ad networks to display targeted ads on other websites as a substitute for random, irrelevant ads. You will never see additional ads as a result of being a BabyCallTree.Com user and BabyCallTree.Com never provides personally identifiable information to any advertiser nor any third party. You may opt-out of use of Web beacons in BabyCallTree.Com pages that you view and of placement of a cookie by ad networks in your browser. To opt-out click here and go to the "Advertising" section at the bottom and change the setting there to "No". In addition, this Web site may use the technology of DoubleClick Inc. to serve ads only when you visit this site. DoubleClick may use non-personal information, such as your state or zip code, in order to provide advertisements about goods and services that may be of interest to you while you visit this Web site. In the course of serving advertisements to this site, DoubleClick may place or recognize a unique "cookie" on your browser. If you would like more information about this practice and to know your choices about not having this information used by DoubleClick, please click here. Note that when you opt-out of the DoubleClick cookie a special DoubleClick "opt-out" cookie will replace the DoubleClick Ad cookie. If you ever delete the cookies on your browser you will need to again opt-out of the DoubleClick Ad Cookie. If you opt-out you will lose the potential benefit of receiving ads that are more targeted to your interests.
Children. Children are not eligible to use our service and we ask that minors (under the age of 18) do not submit any personal information to us or use the service.
Information Use. BabyCallTree.Com is an online service dedicated to helping all soon to be parents and their relatives and friends more effectively communicate the events of a new addition to their family. The personally identifiable information you choose to provide on this site is used to facilitate this goal. Other information, that does not personally identify you as an individual, is collected by BabyCallTree.Com Corporation from the site (such as, by way of example, patterns of utilization) and is exclusively owned by BabyCallTree.Com. This information can be utilized by BabyCallTree.Com in such manner as BabyCallTree.Com, in its sole discretion, deems appropriate.
BabyCallTree.Com Communications. BabyCallTree.Com will communicate with you through email and notices posted on this website. These include a series of welcome and reminder emails which help inform new users about various features of the service. Please be aware that you will always receive certain emails from BabyCallTree.Com related to the proper functioning of your account, such as email notices when another user in your network sends you an opportunity. BabyCallTree.Com may send you promotional information unless you have opted out of receiving such information. If you wish to opt-out of receiving promotional emails, please send a request to support@BabyCallTree.com.
Customized Content. Information you provide at registration or in your Profile section is also used to customize your experience on the web site.
Information Sharing and Sharing Information With Third Parties. BabyCallTree.Com takes the privacy of our users very seriously. We will only share your personally identifiable with third parties to carry out your instructions and to provide specific services. For instance, we use a credit card processing company to bill users for subscription fees. These third parties do not retain, share, or store any personally identifiable information except to provide these services and are bound by strict confidentiality agreements which limit their use of such information. We may provide aggregated data about the usage of our services to third-parties for such purposes as we deem, in our sole discretion, to be appropriate. We may segment our users by role (i.e. product managers, vice presidents), industry, geographic location, company. If you would like to be excluded from the aggregated research or products based upon aggregated data about our users' activities on the site, please email customer service.
Communications Between Users. Any emails initiated by the Customer through BabyCallTree.Com, will list your email address and name in the header of the message. Emails you initiated may also provide aggregate information about network (for instance how many people are in your network), but will never list the people to whom you're directly connected. Other communications initiated through the BabyCallTree.Com website, will list your name as the initiator but will not include your personal contact information. Your contact information will only be shared with another user if both of you have indicated that you would like to establish contact with each other.
1. Customer agrees NOT to send via email and/or telemessaging any material or language that may be offensive to the recipient;
2. Customer further agrees that all Designates shall be pre-qualified as friends, family or associates who requested to be notified by the Customer at or near the time of the actual event.
Legal Disclaimer. It is possible that we may need to disclose personal information when required by law. We will disclose such information wherein we have a good-faith belief that it is necessary to comply with a court order, ongoing judicial proceeding, or other legal process served on our company or to exercise our legal rights or defend against legal claims.
Accessing and Changing Your Account Information. Customer can review the personal information Customer provided us and make any desired changes to the information, or to the settings for your BabyCallTree.Com account, at any time by logging in to your account on the BabyCallTree.Com website and editing the information on your Profile page. Customer can also close your account through the BabyCallTree.Com website. If Customer closes BabyCallTree.Com account, we will remove Customers name and other personally identifiable information from our publicly viewable data. We may retain certain data contributed by Customer if it may be necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, non-personally-identifiable data, account recovery, or if required by law. All retained data will continue to be subject to the terms of the BabyCallTree.Com Privacy Policy that Customer have previously agree to. To request that we close Customers account and remove Customer information from the BabyCallTree.Com service, please send Customer request to support@BabyCallTree.com. Please send Customer request using an email account that Customer have registered with BabyCallTree.Com under Customer name. Customer will receive a response to requests sent to support@BabyCallTree.com within three business days of our receiving it.
Security. In order to secure your personal information, access to your data on BabyCallTree.Com is password-protected, and sensitive data (such as credit card information) is protected by SSL encryption when it is exchanged between your web browser and our web site.
Changes to this Privacy Policy. BabyCallTree.Com may update this privacy policy. In the event there are significant changes in the way we treat your personally identifiable information, we will display a notice on this site. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account.