Terms of Use
Last updated: April 19, 2025
Note: If the Terms, Policy, or Agreement are available in multiple languages and any discrepancies exist between translations, the English version shall prevail.
List of Use Agreements:
Organizational Use Agreement
This Terms of Use sets forth the terms and conditions between the Customer (as defined below) and BabySea ("BabySea," "we," or "us") governing the access and use of BabySea Services by the Customer and its affiliates. BabySea and the Customer may be individually referred to as a "Party" and collectively as the "Parties." This Agreement becomes effective on the date you register for any Services online or submit an Order Form that references this Agreement ("Effective Date").
By accepting this Terms of Use ("Agreement"), you indicate your consent. Acceptance can be demonstrated in various ways, including clicking a checkbox indicating acceptance, signing an Order Form or other document referencing this Agreement, using the Services, making any payment for the Services, or through other actions manifesting your acceptance of this Agreement. By performing any of these actions, you:
i. Agree to this Agreement on behalf of the Customer listed on the Order Form (if any) or any organization such as a business, institution, or other legal entity you represent ("Customer," "you," or "yours"); and
ii. Represent and warrant that you have the authority to bind the Customer to this Agreement. If you lack such authority or do not agree to this Agreement, you are prohibited from accepting this Agreement and using the Services.
Many organizations like businesses, institutions, or other legal entities use BabySea Services. If you access or use the Services on behalf of an organization, your organization is legally and financially responsible for your access and use of the Services, and the use of your BabySea account by others associated with the organization, including employees, agents, or contractors. For the avoidance of doubt, the organization you represent will be deemed the "Customer" under this Agreement. Furthermore, if the Services are created by an administrative User using an Organizational Email and such Services maintain an administrative User account that uses the Organizational Email, then the organization may obtain access to Account Information associated with such Services and claim control and ownership over those Services.
If you access the Services for personal use only (e.g., without affiliation with an organization such as a business, institution, or other legal entity), then your use of the Services is governed by the Personal Use Agreement.
A. Definitions
1. Services
Means the online platform of BabySea's software-as-a-service regulated by this Agreement, including related APIs provided by BabySea, and all associated mobile and desktop applications, as well as any Add-ons you subscribe to. "Services" do not include Non-BabySea Services.
2. Non-BabySea Services
Means third-party services, connections, data, software, applications, or integrations that interact with the Services, provided or created by third parties. Non-BabySea Services include embedded content where the Services may display a preview or link to the content but do not store content from third-party services.
3. Add-ons
Means additional features or Services purchased separately that provide extra functionality or usage rights. Add-ons are subscription-based and, when purchased, bind to the respective Subscription and Subscription Term.
4. Documentation
Means the user guides provided by BabySea related to the Services available in the Help Center, which may be updated by BabySea from time to time. Documentation does not include content published in the Community forum.
5. Gallery
Means the online directory maintained by BabySea providing applications that interact with the Services for Customers and Users. The Gallery can be accessed through the shared interface within the Services. The Gallery excludes third-party platforms utilized in provided Services.
6. Organization
Means a business, institution, or other legal entity lawfully recognized in its respective country.
7. Customer
Means the organization you represent, which accesses and uses the Services and has agreed to this Agreement as defined in the first paragraph above. The Customer may invite Users to join the Services managed by the Customer. The Customer is legally and financially responsible for access and use of the Services by its Users and others associated with the organization who have access to the Customer's Services. BabySea may provide different categories of Users, such as "Members" and "Guests," depending on your Subscription Plan and designated permissions.
8. User
Means any individual who accesses and uses the Services. Users can join Services managed by the Customer. If Users gain access to the Customer's Services, each User must use a unique identity to access and use the Services, and can only access the Services to the extent authorized by the Customer.
9. Customer Data
Means all information stored, provided, or collected by or on behalf of the Customer while using the Services. This includes, but is not limited to, User preferences, settings, and interaction data. Customer Data does not include Account Information.
10. User Data
Means all information stored, provided, or collected by or on behalf of Users while using the Services. This includes, but is not limited to, User preferences, settings, and interaction data. User Data does not include Account Information.
11. Account Information
Means data related to your BabySea account, including information you and your Users provide to BabySea to: (a) create or manage your BabySea account; or (b) enable BabySea to maintain your account or Services. Examples of Account Information include names, usernames, passwords, phone numbers, email addresses, Services metadata, support communication history, billing details, and usage data related to your Users and BabySea account.
12. Usage Data
Means information related to the creation and use of various aspects of the Services and related systems and technologies. This includes data on how Customers and Users utilize features and functions of the Services, as well as analyses and statistics generated from such activities.
13. Organizational Email
Means the email address provided by the Customer.
14. Subscription Fees
Means all fees associated with your Subscription.
15. Subscription Plan
Means the applicable Subscription tier for the Services, as detailed on the BabySea website and in related Documentation.
16. Subscription Term
Means the period for which you agree to subscribe to the Services.
17. Order Form
Means the ordering documentation, registration pages, or online Subscription in any form agreed by the Parties. This form outlines the Services accessed by the Customer and Users along with the related pricing. Multiple Order Forms may be incorporated into this Agreement.
18. Affiliate
Means concerning a party, any entity that directly or indirectly controls, is controlled by, or is under common control with, such party. "Control" (including the terms "controlled by" and "under common control") means having the power, direct or indirect, to direct or influence the management and policies of such entity, whether through the ownership of shares, by contract, or otherwise.
19. Confidential Information
Means information disclosed by one Party ("Discloser") to the other Party ("Recipient") under this Agreement, marked explicitly as confidential or stated orally and visually (where applicable) as confidential. It also includes information typically considered confidential by a reasonable Party under the circumstances. "Confidential Information" does not include information that the Recipient can demonstrate: (a) was independently developed by the Recipient; (b) was lawfully received from a third party without confidentiality obligations; or (c) becomes public without the fault of the Recipient. BabySea Confidential Information includes non-public information about the features, functionality, performance, and pricing of the Services, Documentation, APIs, and other BabySea products or Services.
20. Intellectual Property Rights
Means all patent rights (including utility models), copyright, moral rights, trademark and service mark rights, trade secret rights, and other similar proprietary or intellectual property rights, whether registered or unregistered, worldwide, including all applications for such rights.
21. Force Majeure Event
Means any circumstances beyond BabySea's reasonable control, including but not limited to: acts of God, natural disasters, floods, fires, earthquakes, acts of government, civil unrest, acts of terrorism, strikes, or other labor disputes (excluding those involving BabySea employees), internet service provider failures or delays, failures of Non-BabySea Services, or actions by third parties including but not limited to denial-of-service attacks or disruptions to third-party domain name systems.
22. Supplementary Terms
Refers to additional terms and conditions applicable to your access and use of specific features or functionalities when you purchase, use, or activate them. For example, BabySea may present Supplementary Terms when you purchase or activate Add-ons. A complete list of Supplementary Terms can be found under Terms and Privacy and formally forms part of this Agreement.
B. Services
1. Subscription and Subscription Term
The Customer and its affiliates may subscribe to the Services by signing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In case of any conflict between this Agreement and an Order Form, the Order Form will prevail. BabySea provides access to the Services based on Subscription. The Subscription will last for the Subscription Term agreed upon in the applicable Order Form. Unless otherwise specified in the Order Form, each Order Form will automatically renew for a period equal to the expiring Subscription Term, unless either Party notifies the other in writing of their intention not to renew the applicable Order Form at least thirty (30) days before the end of the current Subscription Term.
2. Subscription Plan; Add-ons
BabySea will provide the Services to you in accordance with the Subscription Plan you subscribe to. Additional features and functions may be available as Add-ons. If you subscribe to an Add-on, the Subscription Term for such Add-on will coincide with your Subscription to the Services.
3. Service Provision
The methods and means of providing the Services will be under the exclusive control, management, and supervision of BabySea. BabySea will comply with all laws applicable to its role as a software-as-a-service provider. BabySea will use commercially reasonable efforts to make the Services available in accordance with the Service Level Terms. BabySea may modify or update the Services from time to time at its sole discretion.
4. Access to the Services
Subject to the payment of all Subscription Fees by the Customer and compliance with this Agreement, BabySea grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term of the applicable Order Form, to use the Services in accordance with the applicable Subscription Plan and Documentation, solely in connection with the Customer's internal business operations. The Customer may allow Users to use the Services for this purpose and is responsible for Users' compliance with this Agreement.
5. Support
Provided that all Subscription Fees have been paid and this Agreement is complied with, we offer technical support via email 24 hours a day, 7 days a week. You can email us directly at dev@babysea.ai.
6. Subcontractors
We may utilize subcontractors or other third parties to fulfill our obligations and exercise our rights under this Agreement. However, we remain fully responsible for all acts and omissions of such subcontractors as if they were our own.
7. Integrations and Non-BabySea Services
You may activate Non-BabySea Services through Integrations, either free or paid. Access and use of Non-BabySea Services are governed by your agreement with the respective provider, including their privacy policies. By enabling Integrations, you authorize BabySea to transfer Customer Data and Account Information to the respective providers. BabySea does not warrant or endorse Non-BabySea Services and reserves the right to terminate Integrations at any time without notice. If a Non-BabySea Services provider fails to provide support, BabySea is not obligated to refund any fees. When you purchase integrations or applications, even if the transaction receipt may list BabySea as the merchant, Non-BabySea Services are still provided by third parties.
8. Responsibility for Systems
Each Party will retain full responsibility for its own information technology infrastructure. This includes computers, servers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by that Party or through third-party services.
9. Account Information
We may collect Account Information regarding your and your authorized Users' use of the Services. We will process Account Information that includes Personal Data in accordance with our Privacy Policy. The Customer agrees that some Subscription Plans may require the monitoring of Account Information during the Subscription Term to align the number of Users and/or the use of the Services with the Customer's Subscription and the applicable Subscription Plan at that time.
10. Modification and Termination of Services
BabySea reserves the right to modify or discontinue the Services or any feature thereof at any time, with or without notice to the Customer, provided such modification or discontinuation does not violate the applicable Service Level Terms. BabySea will comply with all such terms, including prior notice and maintaining 99.99% availability as specified therein. BabySea shall not be liable for any modification, discontinuation, or suspension of the Services or any feature thereof, provided such actions are carried out in compliance with those terms.
C. Use of the Services
1. Usage Restrictions
Unless expressly permitted in this Agreement, the Customer shall not, and shall not permit or authorize third parties to:
- a. License, sublicense, sell, transfer, distribute, share, lease, or otherwise allow third parties to use the Services or Documentation;
- b. Use the Services or Documentation to provide business process outsourcing services to third parties (e.g., as a service bureau);
- c. Use the Services to circumvent Subscription Fees or in a manner that violates the applicable Subscription Plan, Documentation, or this Agreement;
- d. Bypass or disable security features or other technology of the Services;
- e. Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent such a restriction is expressly prohibited by applicable law);
- f. Modify, translate, or create derivative works based on the Services or Documentation;
- g. Remove any proprietary notices or labels from the Services;
- h. Use the Services in a manner that violates or attempts to circumvent applicable law;
- i. Access the Services to build a competing product or service or to copy any features or user interface;
- j. Use the Services for any evaluation, comparison, or comparative analysis intended for publication without prior written consent from BabySea;
- k. Use the Services to store or transmit personal health information, except with BabySea's written consent;
- l. Access or use the Services with the intent to avoid the unique identity requirements for the Customer and Users;
- m. Access or use the Services in a manner that temporarily or artificially reduces the number of Customers or Users to avoid Subscription or Subscription Plan limitations; and
- n. Use the Services to store or transmit Customer Data and User Data in violation of the Content and Use Policy.
When you use the domain management features of the Services, you agree to be responsible for ensuring that your use is in compliance with all applicable laws and your internal policies, including those related to employee privacy. If we have reasonable grounds to suspect that you or your Customer Data are in violation of these terms, we reserve the right to investigate the suspected violations and may suspend or terminate your access to the Services.
2. Authorized Users; Customer Responsibility
The Customer is fully responsible for all actions and omissions of its Users, affiliates, or third parties it permits to access or use the Services, as if such actions or omissions were the Customer's own. When registering for a BabySea account, the Customer must provide true and accurate information and maintain the accuracy of such information, including billing details. The Customer is also responsible for maintaining control over its account, including keeping login credentials confidential and being responsible for all activities occurring on or through its account and its Users' accounts. The Customer shall not allow Users to share account credentials or use them simultaneously at multiple locations. The Customer fully acknowledges its responsibility for maintaining the configuration of the Services, including sharing settings and permissions. Each User must use a unique identity to access and use the Services and may only access the Services to the extent purchased by the Customer in accordance with the applicable Subscription Plan.
3. Use Exceeding Subscription Plan Limits
If your use of the Services exceeds the applicable limits for your Subscription Plan, BabySea will use commercially reasonable efforts to notify you of such excessive use. If excessive use continues after notification from BabySea, BabySea may take actions to ensure your use of the Services aligns with your Subscription Plan, including: (a) suspending or terminating User access to the Services; or (b) requiring you to sign an Order Form or purchase additional usage to update your Subscription to accommodate such excessive use.
D. Intellectual Property Ownership
1. Customer Data
The Customer grants BabySea a worldwide, non-exclusive, irrevocable, royalty-free, and sublicensable license (to BabySea's third-party service providers) to host, transfer, use, display, reproduce, and create derivative works of the Customer Data. This license is granted solely to provide the Services to the Customer, ensure proper operation of the Services, and fulfill BabySea's obligations under this Agreement. During the Subscription Term, the Customer may export Customer Data from the Services at any time using the self-export functionalities provided. These exports are available in industry-standard formats supported by the Services, as specified in the applicable Documentation.
2. Ownership by BabySea
BabySea and its licensors retain all rights, title, and interest in the Services, Documentation, APIs, Usage Data, BabySea's website, and all work products created by BabySea and delivered to the Customer, including all Intellectual Property Rights therein ("BabySea IP"). This Agreement does not transfer any ownership rights in the BabySea IP to the Customer. The Customer has only the limited rights to the BabySea IP as expressly permitted under this Agreement.
- a. Feedback. If the Customer provides feedback, comments, or suggestions to BabySea regarding the Services (collectively, "Feedback"), the Customer hereby assigns all rights, title, and interest in and to such Feedback to BabySea. BabySea is entitled to freely use the Feedback without any obligation of payment, attribution, or restriction whatsoever.
- b. Usage Data. BabySea has the right to: (i) collect, analyze, and process Usage Data internally for its business purposes, including security, analytics, Service improvements, product usage evaluation, and related development, diagnostics, and repair of the Services or other BabySea products; and (ii) disclose Usage Data to third parties in aggregate and/or non-identifiable form, in a manner that does not identify the Customer or its Users.
E. Subscription Fees
1. Subscription Fees
The Subscription Fees for your Subscription will be outlined in the Order Form. Unless otherwise stated, the Subscription Fees for any renewal Subscription Term will follow BabySea's standard rates for the applicable Subscription Plan at the commencement of the next Subscription Term. Subscription Fees are due and payable at the start of the applicable Subscription Term. All Subscriptions are non-cancellable, and Subscription Fees are non-refundable, except in the case of a material breach of this Agreement by BabySea that is not remedied. The Customer's use of the Services is subject to the rights and limitations of the applicable Subscription Plan. Some features are provided based on a usage-based subscription model. You acknowledge and agree that if you exceed the usage limits allowed by your Subscription and Subscription Plan: (a) You may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using those features; and (b) BabySea reserves the right to disable or degrade the performance of those features.
2. Billing and Payment
Unless otherwise stated in the Order Form, Subscription Fees must be paid in full upon purchase. In the event of non-payment or late payment of Subscription Fees, BabySea reserves the right, at its discretion, to: (a) suspend the Customer's access to the Services; (b) terminate this Agreement or the applicable Order Form; or (c) continue providing the Services for a specified period in the expectation that the Customer will make full and timely payment.
3. Taxes
You are responsible for paying all taxes associated with your Subscription. Unless expressly stated otherwise in specific Subscription terms, all prices listed are exclusive of taxes, fees, and other charges, including but not limited to value-added tax and withholding tax, applicable to such charges or this Agreement. We will invoice you for such taxes if we believe we have a legal obligation to do so, unless you provide a tax exemption certificate acceptable to the taxing authorities. You are not responsible for any taxes imposed on BabySea based on BabySea's income.
4. Refund and Cancellation Policy
If the Customer terminates this Agreement or a Subscription before the end of the Subscription Term, refunds will not be provided except in the case of a material breach not remedied by BabySea. Subscription Fees paid will be prorated based on the time and Services provided.
F. Warranties
1. Mutual Warranties
Each Party represents and warrants to the other that:
- a. This Agreement has been duly executed and delivered and constitutes a binding and enforceable agreement against the signatory in accordance with its terms;
- b. No authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the signatory; and
- c. The execution, delivery, and performance of this Agreement by the signatory do not violate any other agreement to which it is a Party or by which it is bound.
2. BabySea's Warranties
BabySea warrants that during the applicable Subscription Term:
- a. The Services will operate substantially in accordance with the Documentation; and
- b. This Agreement, the Order Form, and the Documentation will accurately describe the administrative, physical, and technical safeguards applied to materially protect the security, confidentiality, and integrity of Customer Data.
This warranty does not apply if the Customer does not notify BabySea in writing within thirty (30) days of discovering the breach. If BabySea breaches this warranty, as the Customer's sole remedy and BabySea's sole obligation, BabySea will, at its own cost: (i) modify the Services to operate substantially in accordance with the Documentation; or (ii) terminate this Agreement and refund to the Customer any Subscription Fees paid for Services not provided.
3. Customer Warranties
The Customer represents and warrants to BabySea that:
- a. The Customer has the necessary rights and permissions to lawfully authorize BabySea to use and process Customer Data as contemplated by this Agreement. BabySea's use of Customer Data will not violate or infringe upon any third-party rights, including Intellectual Property Rights or privacy rights; and
- b. The Customer will use the Services in accordance with the Documentation and applicable law.
G. Confidentiality
Each Party will protect the other Party's Confidential Information and will not use or disclose it to any third party without authorization. The Recipient may disclose Confidential Information to employees, officers, consultants, or professional advisors who need to know it and who are bound by confidentiality obligations. Disclosure is also permitted if required by law, provided that the Recipient gives notice and an opportunity to the Discloser to contest such disclosure and makes efforts to minimize the scope. The Recipient is responsible for its employees' and representatives' compliance with this Agreement.
H. Privacy and Security
1. Security
BabySea is committed to implementing comprehensive administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Customer Data. These security measures are designed and implemented, which are regularly reviewed and updated to ensure optimal protection of Customer's sensitive information.
2. Data Processing Agreement
This Agreement includes a Data Processing Addendum applicable when GDPR laws govern your use of the Services in processing Customer Personal Data. This Addendum outlines each Party's responsibilities and obligations concerning data processing. By agreeing to this Agreement, you also agree to the terms set forth in the Data Processing Addendum, which forms an integral part of this Agreement.
I. Term and Termination
This Agreement begins on the Effective Date and will continue as long as the Customer has an active Subscription to the Services, or until this Agreement is terminated in accordance with the applicable terms.
J. Limitation of Liability
BabySea shall not be liable for any indirect, incidental, special, consequential, or other damages (including but not limited to lost profits, business interruption, or loss of information) arising out of the use of or inability to use the Services, even if BabySea has been advised of the possibility of such damages.
K. Beta Services; Free Trials
If you register for a free trial, we will provide the Services at no charge until the earliest of: (1) the end of the free trial period, (2) the start of any Subscription, or (3) our termination of the trial. Please note that this free trial is for evaluation purposes only. We reserve the right to terminate your free trial at any time at our sole discretion.
L. Miscellaneous Provisions
1. Entire Agreement
This Agreement, along with the Order Form and related appendices, constitutes the entire agreement between both Parties regarding the matters set forth herein. This Agreement supersedes all prior agreements, discussions, negotiations, and understandings, whether written or oral, between the Parties regarding such matters.
2. Amendments
BabySea reserves the right to change or modify this Agreement from time to time. BabySea will provide written notice of such changes via email or the official BabySea website at least 30 days before the changes take effect. The Customer is expected to review the terms and conditions periodically. The Customer's continued use of the Services after the effective date of changes will be deemed acceptance of the changes. If the Customer does not agree with the changes, the Customer may stop using the Services before the changes take effect.
3. Severability
If any provision of this Agreement is deemed invalid or unenforceable by a competent court, such provision will be removed or limited to the minimum extent necessary. The remaining provisions of this Agreement will remain in full force and effect.
4. Assignment
The Customer may not assign or transfer its rights or obligations under this Agreement without prior written consent from BabySea. In contrast, BabySea may assign this Agreement without the Customer's consent to an Affiliate or in the context of a merger, acquisition, or sale of assets involving BabySea.
5. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration. The arbitration process will be conducted in accordance with the prevailing arbitration rules in Indonesia.
6. Notices
All notices or other communications required or permitted under this Agreement must be in writing and will be deemed given: (a) when delivered personally, upon receipt; (b) when sent by registered mail with tracking, upon receipt; or (c) when sent by email or forms, upon receipt by the recipient. Notices should be sent via email to dev@babysea.ai.
BY CONSENTING TO THIS AGREEMENT, THE CUSTOMER AND/OR USER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OUTLINED ABOVE.
Personal Use Agreement
This Agreement applies only to the personal use of the Services. If you access or use the Services on behalf of an organization, business, institution, or any other legal entity (each referred to as an "Organization"), then your use of the Services, including the ownership of any content created, stored, or transmitted using the Services, will be exclusively governed by and subject to the Organizational Use Agreement.
Please read this Personal Use Agreement ("Agreement") carefully before using the Services operated by BabySea ("BabySea," "we," or "us").
For the purposes of this Agreement:
i. "You" means you as the User of the Services.
ii. "Services" means the online platform of BabySea's software-as-a-service regulated by this Agreement, including related APIs provided by BabySea, and all associated mobile and desktop applications, as well as any Add-ons you subscribe to. "Services" do not include Non-BabySea Services.
Your access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, Users, and other Parties who wish to access or use the Services. You acknowledge that this Agreement, together with the Privacy Policy, governs your access to and use of the Services.
By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to any part of this Agreement, you do not have permission to access the Services.
A. Content
For the purposes of this Agreement: (1) "BabySea Content" includes text, graphics, images, music, software, machine learning models, audio, video, any kind of artistic works, and information or material that is posted, generated, provided, or otherwise made available through the Services by BabySea or its licensors; and (2) "User Content" includes any content that you make available for access through the Services (excluding Organization Content). User Content includes all generated outputs. Collectively, BabySea Content, User Content, and Organization Content are referred to as "Content".
1. Content Ownership Rights
We do not claim any ownership rights over User Content, and nothing in this Agreement will be construed to restrict your rights to use and exploit your User Content. Subject to this Agreement, BabySea and its licensors exclusively own all rights, titles, and interests in and to the Services and BabySea Content, including all related intellectual property rights. You acknowledge that the Services and BabySea Content are protected by copyright, trademark, and other laws in Indonesia and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or BabySea Content.
2. Rights to User Content Provided by You
By providing User Content through the Services, you hereby grant to BabySea a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, store, reproduce, transmit, publicly display, publicly perform, publish, distribute, and modify (solely for format purposes) your User Content solely in connection with operating and providing the Services and BabySea Content to you, and subject to the permissions you grant, to other Users, individuals, and/or organizations. Subject to these licenses, between BabySea and you, you retain ownership of all rights in your User Content. You acknowledge that if you provide Organization Content (as defined below), the ownership of such Organization Content may be determined by an agreement between you and the Organization, and if no such agreement exists, then between you and the Organization, the Organization may have rights to such Organization Content.
3. Your Responsibility for User Content
You are solely responsible for your User Content. You represent and warrant that you own your User Content or have all rights necessary to grant us the license rights to it as described in this Agreement. You also represent and warrant that neither your User Content, the provision of your User Content for access through the Services, nor the use of your User Content by BabySea through the Services will infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy, nor result in any violation of applicable laws or regulations or agreements you have with third parties.
4. Sharing User Content
You can designate your User Content as "public" or "private." You agree that User Content designated as public will be accessible and available to other Users who you grant access to such publicly designated User Content. Consequently, you understand and agree that such Users will have rights to view, comment on, and tag your publicly designated User Content. If you grant additional permissions to other Users regarding your User Content, you understand and agree that those Users, based on the granted permissions, will have the ability to use, publish, display, modify, or reproduce your User Content. You grant BabySea all rights necessary to make any of your publicly designated User Content available to other Users of the Services and allow such Users to engage in the activities described in this Section and the Documentation related to your publicly designated User Content. "Documentation" means the user documentation provided by BabySea concerning the Services that may be updated by BabySea from time to time. Documentation does not include content published in user forums or the community.
5. Deletion of User Content
You can delete your User Content designated as private by specifically deleting it. However, some of your User Content might not be completely deleted, and copies of your User Content might remain on the Services. Additional details regarding the deletion and storage of User Content are outlined in 'Termination' below.
6. Rights in Content Provided by BabySea
Subject to your compliance with this Agreement, BabySea grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display, and print BabySea Content solely in connection with your use of the Services and for your personal and non-commercial purposes only.
7. Content Policy & Monitoring Use of Content
You agree that your use of the Services and all User Content will comply with BabySea's Content and Use Policy. Although we have no obligation to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, ensuring compliance with this Agreement, and complying with applicable laws or legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, in our sole discretion, consider any Content objectionable or in violation of this Agreement. We also have the right to investigate violations of this Agreement or conduct affecting the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
B. Restrictions on Use of Services
You are not allowed to do the following unless applicable law or regulations prohibit these restrictions, or you have received written permission from us to do so:
- Introduce viruses, trojan, worms, logic bombs, or other malicious or technologically harmful material;
- Access or use the Services in any manner that could disable, overburden, damage, disrupt, or impede the Services or interfere with any other party's access to or use of the Services or use any device, software, or routine that causes the same;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other Users, or computer systems or networks connected to the Services;
- Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
- Reverse engineer, decompile, disassemble or decode the Services (including any underlying ideas or algorithms), or attempt to do the same;
- Use any robot, spider, crawler, scraper, or other automated devices, process, software, or query that intercepts, mines, scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same;
- Post, upload, publish, transmit, or distribute User Content that: (a) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (b) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (c) promotes illegal or harmful activities or substances; (d) violates, or encourages conduct that would violate, any applicable law or regulation or would give rise to civil liability; (e) is fraudulent, false, misleading, or deceptive; (f) is defamatory, obscene, pornographic, vulgar, or offensive; (g) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;
- Access or use the Services in any manner not explicitly permitted by this Agreement or the Documentation;
- Use the Services for any illegal, harassing, unethical, or disruptive purposes;
- Access or use the Services in violation of our Content and Use Policy;
- Violate any applicable law or regulation concerning your access to or use of the Services; and
- Access or use the Services in any manner, including related to data storage, exceeding reasonable usage limits as determined by BabySea in its sole discretion.
C. Accounts
You are responsible for maintaining the confidentiality of your account and password, including but not limited to restricting access to your computer and/or account. Sharing your login credentials or password is prohibited. You accept responsibility for all activities or actions that occur under your account. You must immediately notify us if you become aware of any breach of security or unauthorized use of your account.
You may not use the name of another person or entity that is unauthorized to be used as a username, or a name or trademark that is subject to rights of another party other than you without appropriate authorization. You may not use any offensive, vulgar, or obscene names as usernames.
You may not use the Services if you are 13 years old or younger. By using the Services, you represent and warrant that you are older than 13 years.
D. Subscriptions
Certain parts of the Services, including Add-ons, are available on a paid subscription basis ("Subscription"). "Subscription Fee" means all fees associated with your Subscription. Supplementary terms ("Supplementary Terms") may apply to Subscriptions you purchase. You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or annual basis.
You agree that at the end of each Billing Cycle, your Subscription will automatically renew, and your method of payment will be automatically charged for the applicable fees and taxes for the next Billing Cycle under the same conditions as the previous Billing Cycle unless you cancel your Subscription before your renewal date.
A valid payment method is required to process your Subscription payment. You must provide BabySea accurate and complete billing information, including full name, address, state, postal code, and a valid payment method. By submitting such payment information, you automatically authorize BabySea to charge all Subscription Fees incurred through your account to such payment instruments.
If automatic billing fails to occur for any reason, BabySea may attempt to charge your chosen payment method again, one or more times. If payment continues to fail, the Subscription will, at BabySea's sole discretion, be canceled or downgraded and you may lose access to the Services.
You may cancel your Subscription either through your online account management page or by contacting our support team at dev@babysea.ai and indicating your intent to cancel your Subscription.
E. Fees and Fee Changes
BabySea, at its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions, including Add-ons. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.
BabySea will provide you with a reasonable prior notice of any change in Subscription Fees. Your continued use of the Services after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee.
The Subscription Fee stated does not include taxes or other governmental assessments, including, for example, Value Added Tax, sales tax, use tax, or withholding tax, which may be assessed by any jurisdiction (collectively, "Taxes").
F. Free Trials and Beta Services
1. Free Trial
BabySea may, at its sole discretion, offer Subscription with a free trial for a limited period ("Free Trial"). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures described in the Subscription section of this Agreement. If you or BabySea cancel your Free Trial, you acknowledge and agree that we may delete all User Content or data associated with the Services running on your Free Trial. If you do not cancel your Free Trial, it will automatically convert to a paid Subscription at the end of the trial period, and you hereby authorize us to charge you for the ongoing use of the paid Services under such Subscription via your payment method. Subsequently, your Subscription can be canceled in accordance with Section D (Subscriptions) of this Agreement.
At any time and without notice, BabySea reserves the right to:
- a. Modify the terms and conditions of any Free Trial offer;
- b. Cancel any Free Trial offer; or
- c. Cancel the Free Trial Subscription at any time.
2. Beta Services
This section describes additional terms and conditions under which you may access and use certain features, technologies, and services provided by BabySea that are not yet generally available, including but not limited to, products, services, or features designated or labeled as "alpha," "beta," "early access," "preview," "pilot," or similar terms (each, a "Beta Services").
You must comply with all terms related to the Beta Services that BabySea posts on its website or provides to you. BabySea may add or change terms, including lowering or increasing usage limits, related to access or use of Beta Services at any time. Service Level Terms do not apply to Beta Services.
You may provide feedback to BabySea regarding the Beta Services. BabySea will own and may use and evaluate all feedback for its own purposes.
BabySea may suspend or terminate your access to or use of Beta Services at any time. Your access to and use of any Beta Services will automatically terminate upon the release of a generally available version of the applicable Beta Services or upon notification of termination by BabySea.
DISCALIMER
WITHOUT LIMITING ANY DISCLAIMERS IN THIS AGREEMENT, BETA SERVICES ARE NOT GENERALLY READY FOR COMMERCIALIZATION. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, BabySea PROVIDES BETA SERVICES "AS IS." BabySea MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT BETA SERVICES WILL BE GENERALLY AVAILABLE. TO THE EXTENT PERMITTED BY LAW, BabySea DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
G. Refund Policy
Payments made are non-cancellable and non-refundable. No refunds or credits for partially used Subscription periods will be provided.
H. Communications from BabySea
By creating an account on our Services, you agree to subscribe to newsletters, marketing, or promotional materials, and other information we may send. However, you may opt-out of receiving some or all of these communications from us by following the unsubscribe link or instructions provided in each email we send. Note that you may still receive transactional or administrative messages related to the Services even after you opt-out of receiving marketing communications.
I. Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to claims that material posted on the Services infringes the copyright of any person or entity in accordance with our DMCA Policy (Digital Millennium Copyright Act).
J. Intellectual Property Rights
The Services and their contents (excluding User Content and Organization Content), features, and functionality are and will remain the exclusive property of BabySea and its licensors. The Services are protected by copyright, trademark, and other laws of Indonesia and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without prior written consent from BabySea.
K. Feedback
We welcome feedback, comments, and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any Feedback you provide does not and will not grant you any right, title, or interest in the Services or any such Feedback. All Feedback becomes the exclusive property of BabySea, and BabySea may use and disclose Feedback in any manner and for any purpose without further notice or compensation to you and without retaining any rights to Feedback by you. You hereby assign to BabySea all rights, title, and interest (including, but not limited to, patents, copyright, trade secrets, trademarks, know-how, moral rights, and all other intellectual property rights) that you may have in and to any and all Feedback.
L. Gallery and Non-BabySea Services
We may provide Non-BabySea Services to you through the Gallery.
"Gallery" means the online directory maintained by BabySea providing applications that interact with the Services for Customers and Users. The Gallery can be accessed through the shared interface within the Services. The Gallery excludes third-party platforms utilized in provided Services.
"Non-BabySea Services" means third-party services, connections, data, software, applications, or integrations that interact with the Services, provided or created by third parties. Non-BabySea Services include embedded content where the Services may display a preview or link to the content but do not store content from third-party services.
If you decide to enable, access, or use Non-BabySea Services, your access and use of such Non-BabySea Services will be governed exclusively by your agreement with the provider of such Non-BabySea Services. Furthermore, by enabling such Non-BabySea Services, you allow BabySea to transfer your User Content and account information as required by the functionality of those Non-BabySea Services. Some Non-BabySea Services will be available through the Gallery at no cost, and others for a fee.
BabySea does not guarantee or endorse Non-BabySea Services. The Services may contain features designed to work with Non-BabySea Services, including through the Gallery. BabySea cannot guarantee the continued availability of such features or any Non-BabySea Services, and BabySea may cease providing Non-BabySea Services or the Gallery (or any features of or listings in the Gallery), without prior notice to you, for example, and without limitation, if the provider of a Non-BabySea Service ceases to provide the Non-BabySea Service in a manner acceptable to BabySea. You acknowledge and agree that BabySea has no control over and is not responsible for the content, privacy policies, or practices of third-party websites or Non-BabySea Services. We do not warrant the offerings of these entities or individuals or their websites.
You acknowledge and agree that BabySea will not be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites or Non-BabySea Services. You agree and acknowledge that BabySea has no obligation to provide support or maintenance for Non-BabySea Services, and the failure of a Non-BabySea Service provider to support or maintain the Non-BabySea Service will not entitle you to any refund of fees paid to BabySea, if any, for the Services or Non-BabySea Services.
We strongly encourage you to read the terms and conditions and privacy policies of any third-party websites or Non-BabySea Services you visit or interact with.
M. Termination
We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, at our sole discretion, for any reason and without limitation, including but not limited to a breach of this Agreement.
You can request to delete your Services at any time through our account management page. Upon your request for deletion, all Content from those Services will immediately become inaccessible. After 30 days, User Content will be deleted from our servers and will no longer be recoverable.
N. Indemnification
You agree to defend, indemnify, and hold harmless BabySea and its license holders and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debts, and expenses (including but not limited to attorney's fees), arising from or related to: (1) your use and access to the Services, by you or any person using your account and password; (2) a breach of this Agreement; or (3) your User Content provided to the Services.
O. Limitation of Liability
In no event shall BabySea, its directors, employees, partners, agents, suppliers, or affiliates be liable to you for any indirect, incidental, special, consequential, or punitive damages. This includes, but is not limited to, loss of profits, data, use, goodwill, or other intangible losses. This applies whether based on warranty, contract, tort (including negligence), or any other legal theory, regardless of whether we have been informed of the possibility of such damages, and even if a remedy set forth herein fails in its essential purpose. BabySea's total liability arising out of or related to your use of the Services and this Agreement is limited to the greater of: (1) 350,000 IDR; or (2) one hundred percent (100%) of the amount you paid for your Subscription in the twelve (12) months preceding the event giving rise to the liability.
P. Disclaimer
Your use of the Services is at your sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance. BabySea, its subsidiaries, affiliates, and licensors do not warrant that: (1) the Services will function uninterrupted, secure, or available at any particular time or location; (2) any errors or defects will be corrected; (3) the Services are free of viruses or other harmful components; or (4) the results of using the Services will meet your requirements.
Q. Confidential Information
Each Party will protect the other Party's Confidential Information and will not use or disclose it to any third party without authorization. The Recipient may disclose Confidential Information to employees, officers, consultants, or professional advisors who need to know it and who are bound by confidentiality obligations. Disclosure is also permitted if required by law, provided that the Recipient gives notice and an opportunity to the Discloser to contest such disclosure and makes efforts to minimize the scope. The Recipient is responsible for its employees' and representatives' compliance with this Agreement.
R. Changes
We reserve the right, at our sole discretion, to modify or replace this Agreement, including any Supplementary Terms, at any time. By continuing to access or use our Services after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, you are no longer authorized to use the Services.
S. Entire Agreement
This Agreement constitutes the entire agreement between you and BabySea regarding our Services and supersedes and replaces any prior agreements between BabySea and you regarding the Services.
T. Survival
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.