The KidsExclusive Web site located at www.KidsExclusive.com (the “Web site”) is a copyrighted work belonging to MyFirstBrands, LLC. (“MyFirstBrands”). KidsExclusive provides an online store offering daily sales on top-quality apparel, gear and other products for moms, babies and kids.

This terms of service agreement (“agreement”) sets forth the legally binding terms for your use of the web site and govern all aspects of the relationship between KidsExclusive and its Members. This agreement is accepted by your accessing and/or use of the web site. You (referred in this document as the "Member" or "you", or "You") may not access and/or use the web site or accept the agreement if you are not of 18 years old. By accessing and/or using the web site, you represent and warrant that you have the right, authority, and capacity to enter into the agreement and to abide by all of the terms and conditions set forth herein. If you do not agree with all provisions of this agreement, please do not access and/or use the web site.

Please contact us at support@KidsExclusive.com

1. Sale of Goods and Services.

The goods or services sold by KidsExclusive and described in a Purchase Order (the "PO") are subject to these Terms of Service. KidsExclusive agrees to be bound by and to comply with all such conditions. Each sale transaction will be confirmed to Member in a purchase order ("PO"), or upon the commencement of performance by KidsExclusive. All sales are final upon immediate payment by credit card or debit card by Member.

2. Terms of Payment and Purchase price.

Along with the PO and a packing list, KidsExclusive shall submit an invoice with each shipment showing the PO number and other product information purchased by You. When the sales order is ready for shipment, a copy of the invoice will be forwarded to you by email. All prices shown in the PO are firm and are not subject to adjustment. You will pay your PO immediately, before goods are shipped, by credit card using KidsExclusive’s trusted online security payment system. Your credit card information will be used only for one transaction (corresponding to one PO). However, you may opt to store your credit card information with KidsExclusive to be used for future transactions on KidsExclusive.com.

3. Disclaimers

The web site and products (except as set forth in section 2.6) are provided “as-is” and as available and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the web site: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. We make no warranty regarding the third party sites. Notwithstanding the foregoing, if a supplier of a product provides a warranty for the product and allows us to pass it through to you, we will pass it through to you. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. If applicable law requires any warranties with respect to the products, all such warranties are limited in duration to ninety (90) days from the date of purchase.

4. Acceptable Use Policy. The following sets forth KidsExclusive’s “Acceptable Use Policy”:

Member agrees not to use the Web site to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party. In addition, Member agrees not to use the Web site to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Web site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Web site, other computer systems or networks connected to or used together with the Web site, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Web site. KidsExclusive reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against Member, in our sole discretion, if Member violates the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating Member’s KidsExclusive Account, and/or reporting you to law enforcement authorities. We may also remove or modify Member’s User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including Member’s KidsExclusive Account username and password, IP address and traffic information, usage history, and Member’s User Content.

5. Delivery.

KidsExclusive will make its best efforts to deliver to you the goods purchased on KidsExclusive.com, consistent with the estimated schedule of delivery indicated to you during the purchasing process. However, KidsExclusive’s delivery obligations may be subject to the performance of outside contractors, and KidsExclusive will not be held liable for any damages due to a delay in delivery, or errors in delivery due to erroneous shipment information entered by the Member. If a delay in delivery exceeds more than fifteen (15) business days above the estimated date of delivery, it will be deemed as unreasonable and you will be entitled to cancel your PO, or part of the PO which is not delivered, and be entitled to a refund for those undelivered goods, subject however to the terms of our Return policy concerning returns.

use such personal information for any other purpose than the one for which Member has disclosed same in accordance with its Privacy Policy which is incorporated to these Terms of Service by reference.

13. Governing Law.

This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.

14. Arbitration.

You agree to submit to the personal jurisdiction of the state or federal courts with jurisdiction for Los Angeles, CA for the purpose of litigating all such claims or disputes. Any claim or dispute in connection with these Terms shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

15. Termination by KidsExclusive.

KidsExclusive reserves the right to cancel a PO, or any part thereof, without penalty at any time and for any reasons, except that KidsExclusive shall immediately refund Member for the price of the goods cancelled. KidsExclusive reserves its right to suspend your account or unlist you as a member of KidsExclusive.com at any time, if the event that you are in breach of any terms of these Terms of Service, or if you have disparaged, defamed or tarnished KidsExclusive and its trademarks.

16. Amendments of the Terms of Service.

These Terms of Service may be amended from time to time by KidsExclusive, at its sole discretion. Any revised Terms of Service will appear at the top of the document with the mention "revised as of MM/DD/YYYY."

17. Assignment.

The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be.

18. Headings.

The headings in these Terms of Service are intended principally for convenience and shall not, by themselves, determine the rights and obligations of the parties to these Terms of Service.

19. Severability.

If any provision of these Terms of Service, or any terms of its other terms incorporated by reference, is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties. In any event, all other provisions of these Terms of Service shall be deemed valid and enforceable to the full extent possible.

20. Waiver.

The waiver of any term or condition contained in these Terms of Service by any party to these Terms of Service shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in these Terms of Service.

21. Entire Agreement.

This Agreement (which includes the Privacy Policy and any other rules posted on the Web site) constitutes the entire agreement between you and us regarding the use of the Web site. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to KidsExclusive is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without KidsExclusive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

22. Injunctive Relief and Service of Process.

The Member acknowledges and agrees that damages will not be an adequate remedy in the event of a breach of any of the Member's obligations under these Terms of Service. The Member therefore agrees that KidsExclusive shall be entitled (without limitation of any other rights or remedies otherwise available to KidsExclusive and without the necessity of posting a bond) to obtain an injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of these Terms of Service. The Member further agrees that service upon the Member in any such action or proceeding may be made by first class mail, certified or registered, to the Member's address as last appearing on the records of KidsExclusive.

23. Invite Friends Offer Details.

For every new member you (the "Sponsor") invite ("Invitee") to KidsExclusive.com you will receive a $20 credit ("Credit"), or credit amount stated in promotional terms & conditions, to use after your Invitee's first qualifying purchase has been shipped to be used only on the Sponsor's next purchase. Credit has no value unless used for a purchase. There is no limit to how many friends you would like to invite or how many Credits you can earn. Only one Credit is allowed per invited new member. Invitees must join via clicking the link in the e-mail invitation or clicking on your personal invite URL to receive the Credit. Invitee can only accept one invite to KidsExclusive.com. If an Invitee accepts an invite from someone else, Sponsor will not be credited for that invitation. In connection with these promotions, which may change from time to time, any person that receives Credits, prizes or other benefits by using multiple user accounts or email addresses, using false names, impersonating others, or through the use of any other fraudulent or misleading conduct, shall forfeit any Credits, prizes or benefits obtained through such means, and may be liable for civil and/or criminal penalties under applicable law.

24. Customer Credits.

Credits are only for use on product contained within the KidsExclusive Web Site and may not be used for the purchase of gift cards or services. Credits are promotional in nature without any exchange of money or value from you. Credits are not transferable to other accounts and as such, Credits do not constitute property and you do not have a vested property right or interest in the Credits. Credits expire eighteen months after the date of issuance. We reserve the right at any time with our discretion, and without prior notice, to discontinue the Credits program or to add or change Credits program rules, terms or conditions, including changing expiration periods or Credits values for existing or future Credits. KidsExclusive reserves the right to change the terms and policies of this offer at any time without notice. KidsExclusive further reserves the right to suspend or terminate the account of any user it believes is engaged in fraudulent, illegal, or inappropriate conduct in relation to this offer including, without limitation, creating fictitious, alias, or duplicate accounts to obtain credits. If your account and/or membership is terminated for any reason, any credit balances in your account will be cancelled, except as prohibited by law. Account balances are determined by KidsExclusive and such determination is final.