Terms & Conditions

TERMS & CONDITIONS

Last Updated: April 14, 2022 

Hello and welcome to Motherly, Inc. ®! We will use a few defined terms throughout these Terms of Service:

• “App”: any downloadable applications we make available to you
• “Merchant Product”: any good or service offered for sale by a Merchant Retailer through the Services.
• “Merchant Retailers”: any third party entity or retailer that sells goods or services through the Services.
• “Motherly”, “we”, “us” or “our”: Motherly, Inc.
• “Terms”: These Terms of Service, which are a legally binding agreement that governs your access to our Services.
• “Services”: any software or services we make available to you, including the Site and/or App.
• “Site”: www.mother.ly and its subdomains

BEFORE VIEWING, BROWSING OR OTHERWISE USING THE SERVICES, PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN (A) AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND MOTHERLY, INC. ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 24 “AGREEMENT TO ARBITRATE”); AND (B) TERMS (IN SECTION 3) WHICH APPLY WITH RESPECT TO CERTAIN RECURRING SUBSCRIPTION CHARGES FOR CERTAIN PAID ACCOUNT TYPES. BY VIEWING, BROWSING OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, THEN PLEASE DO NOT VIEW, BROWSE OR OTHERWISE USE THE SERVICES.

PLEASE REVIEW THESE TERMS BEFORE USING THE SERVICES, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE OUR SERVICES, INCLUDING OUR SITE OR APP. BY USING OUR SERVICES, INCLUDING OUR SITE OR APP, YOU REPRESENT TO US THAT YOU ARE AT LEAST 13 YEARS OLD AND HEREBY INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS.

NOTE TO KIDS under 13 years of age: The Services are not FOR persons under the age of 13. If you are under 13 years of age, then please do not use our Services. Talk to your parents about what websites are appropriate for you.

1. Modification. Motherly may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Motherly provides notice of the Changes, whether such notice is provided through the Services user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first.
2. License to Use; Privacy Policy.
   1. Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, nonexclusive, nontransferable, non-sublicensable, revocable license to install and use the App on a compatible mobile device for your personal, non-commercial purposes and use our Services, in each case, solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of our Services or a sale of a copy of our Services, and we and our partners and suppliers retain all right, title and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
   2. Our Privacy Policy (the “Privacy Policy”), found at https://www.mother.ly/privacy-policy is hereby incorporated into these Terms. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
3. Services. Motherly provides an online space for community support and week-to-week updates on the journey through motherhood. Our Services may include blog posts, guest articles, community message boards, featured products, ask-the-expert questions or other content or features related to motherhood. Our Services may also include content delivery that is customized to you based on the information you have provided us and any information we collect through our Services pursuant to these Terms or our Privacy Policy. We may deliver information to you via our Site, our App or through other means. Motherly may also provide answers to questions you submit through our Ask Motherly feature. We will use commercially reasonable efforts to provide prompt answers to each question, but we do not guarantee that your question will be answered or that an answer will be provided within any specific amount of time. Any questions you submit to Motherly are User Content. We may offer different tiers of membership from time to time (each, a “Plan”). Each Plan may provide you with different levels of access to our Services including our Ask Motherly feature, customized content delivery or other functionality as we make available from time to time. Motherly may charge you a membership fee in respect of your Plan (the “Membership Fee”). You acknowledge that Motherly reserves the right to modify the Membership Fee and billing methods after providing you at least thirty (30) days’ notice. The Membership Fee for access to your Plan may be paid by you in advance by credit card, debit card or PayPal on a one-time, monthly or yearly basis, as applicable. All non-lifetime membership subscriptions will be automatically renewed at the applicable Membership Fee on a month-to-month or a year-to-year basis, as applicable, unless such membership subscription is cancelled or terminated or unless you opt out of the automatic renewal feature as provided below. You may cancel your subscription or opt out of the automatic renewal feature by sending an email to [email protected] with “Cancel Subscription” in the subject line. If you decide to cancel your subscription, in order to avoid renewal, your cancellation request must be received by no later than 5:00 p.m. Pacific Time on the business day prior to your scheduled renewal payment date. We have no obligation to refund any prepaid Membership Fees to you if you terminate before the end of your subscription term, however your Plan will continue to be available to you until the conclusion of the current subscription term. We also make available listings of Merchant Products for sale to you by Merchant Retailers through the Services, as further described in Sections 7-10 below.
4. Additional Terms. When using our Services, you will be subject to any additional posted terms, guidelines or rules applicable to specific services (including Merchant Retailer specific terms applicable to purchase of Merchant Products), offers and features which may be posted from time to time (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. Please note that additional and/or different conditions and terms of use may apply to media, contests, competitions or services provided through one or more of our partners or business associates, and you should refer to those before using such services.
5. Login Credentials; Social Services.
   1. In order to use some functionality of our Services, you will be required to register by providing certain information. We may ask you to complete a registration form and create a user name and password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these Terms. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. All information that you provide through Motherly is subject to our Privacy Policy, as may be in effect from time to time. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on Motherly. Motherly may enable you to connect to our Services with your Facebook account, LinkedIn account or other third party social networking site account information (“Social Services”). By connecting to our Services through Social Services, you authorize us and the Social Services to share certain information about you with each other. We may receive and store information about you including, but not limited to, your user ID associated with such Social Services, and other information that you have permitted the Social Services to share with us, and any information you have made public in connection with those Social Services. Your use of any Social Service is subject to its terms of service and privacy policy. You should always review, and if necessary, adjust your privacy settings on social network service providers and other third party websites and services before linking or connecting them to our Services.
6. User Content. Motherly does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship or any other materials (collectively, “User Content”) that you upload to, submit to or embed in our Services. You represent and warrant that you own the User Content posted by you or that you otherwise have sufficient right, title and interest in and to such User Content to grant us the licenses and rights set forth below without violating, infringing or misappropriating the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree to pay all royalties, fees and any other monies owed any person by reason of any User Content posted by you. After posting, uploading or embedding User Content to our Services, you continue to retain such responsibility for and rights in such User Content as you held prior to posting such User Content on our Services, except that you waive all moral rights in such User Content. By displaying or publishing any User Content on or through our Services, you hereby grant to Motherly a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, adapt, modify (e.g., re-format), re-arrange and distribute your User Content for any purpose through any manner, mode of delivery or media now known or developed in the future (e.g., including to anonymize or re-purpose such content). In addition, we have no obligation to use, or to continue to use, any of your User Content. You retain sole authorship responsibility for any User Content you post, upload or embed to our Services regardless of whether Motherly modifies your User Content (including if we anonymize such content).
7. Merchant Products.
   1. The Services may make available listings, descriptions, and images of Merchant Products which are made available by third parties. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained on the Services). Such information and the availability of any Merchant Product are subject to change at any time without notice.
   2. We have made efforts to accurately display the attributes of Merchant Products, including the applicable colors. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will accurately reflect actual product color or finish. In addition, certain weights, measures, and similar descriptions are approximate and are for convenience only.
   3. We sell Merchant Products for children’s use; however, these Merchant Products are intended for sale to adults.
   4. Motherly is not responsible for, and cannot guarantee the performance of, goods and services provided by third parties, including any Merchant Retailer, our advertisers, or other third parties to whose sites we link. While our goal is to provide accurate information, product packaging and material may contain more and/or different information than that provided on the Services, including the product description, country of origin, nutrition, ingredient, allergen, and other information. Always read labels, warnings, directions, and other information provided with the product before using the Merchant Product. For additional information about a Merchant Product, please contact the manufacturer. If you find a Merchant Product is not as described, your sole remedy is to return it in unused condition to the applicable Merchant Retailer, in accordance with Motherly’s return policy. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the purchase, possession, and use of any Merchant Product.
8. Classes
   1. The Services include Classes (defined below), which Instructors (defined below) may offer for sale.  While Motherly strives to high standards of service, you acknowledge and agree that: (1) Motherly is not a party to any agreements entered into between you and any Instructors, (2) Motherly only provides certain tools to facilitate the purchase, sale and provision of Classes, (3) Motherly contracts for Classes directly with Instructors (4) Motherly is not a broker, agent (except as expressly set forth below) or insurer, and (5) Motherly disclaims all liability for the conduct of you, Instructors, or any other consumers of Classes or users of the Site. “Classes” mean online digital classes for parenting and wellness related to and designed for Parents or Parents-to-be.  “Instructors” means the third-party provider of Classes. 
   2. As the provider of an online marketplace, Motherly does not own, create, sell, resell, control, or manage any Classes. Instructors acknowledge and agree that Motherly’s responsibilities are limited to: (i) providing the Site as an online marketplace and platform to facilitate the sale, purchase, and conduct of Classes, and (ii) serving as the limited agent of each Instructor for the purpose of accepting payments from a user on behalf of the Instructors. There are risks that you assume when dealing with other users (including those who may be acting under false pretenses). 
9. Payments; Placing an Order.
   1. Order Acceptance and Payment Processing. Payment processing for the Services and any Merchant Product purchased through the Services is provided by such third-party payment processor as we may utilize from time to time (“Payment Processor”). Motherly does not collect or store your credit card information. You can find out more about our privacy practices in our Privacy Policy. By providing a credit card or other payment method accepted by Motherly and using the Services, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounter in order to proceed with your purchase or use of your account. Prior to accepting an order we may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase. We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by our Payment Processor. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order.
   2. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the applicable Services and/or Merchant Products, as well as all shipping and handling charges and applicable taxes.
   3. Motherly reserves the right, including without prior notice, to limit the quantity of items purchased per person, per household, or per order for any reason. We will attempt to notify you should such limits be applied. Motherly also reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms, “reselling” will be defined as purchasing or intending to purchase any Merchant Product(s) through the Services for the purpose of engaging in a commercial sale of the same Merchant Product(s) to a third party.
10. Pricing Information; Availability.
    1. Motherly cannot confirm the price or availability of a Merchant Product until after your order is placed. Pricing or availability errors may occur on the Services or through Merchant Retailers. The receipt of an order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Merchant Product. Motherly reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from Motherly or the applicable Merchant Retailer. Motherly may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
    2. Promotional Codes.Promotional codes are limited in nature and may expire or be discontinued with or without notice. Promotional codes are void where prohibited by law. Promotional codes may not be copied, sold, or otherwise transferred. They are not redeemable for cash and are subject to cancellation or change at any time for any reason without notice. We reserve the right in our discretion to impose conditions on the offering of any promotional code.
    3. Shipping and Delivery.Ordersfor Merchant Products will be fulfilled by the applicable Merchant Retailer. The Merchant Retailer will ship to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Services. Risk of loss and title for Merchant Products will be in accordance with the applicable Merchant Retailer’s shipping terms, and if none are provided, risk of loss and title for Merchant Products will pass to you upon delivery of the Merchant Products to the carrier by the Merchant Retailer.Delivery of Merchant Products to addresses outside the United States may be limited. Some Merchant Products may have restricted delivery within the United States. Estimated delivery times are determined based on the method of shipping chosen when Merchant Products are purchased and the destination of the Merchant Products. For clarity, Motherly shall not have any liability with respect to fulfillment, loss and shipping of Merchant Products from the Merchant Retailer to you.
    4. Export Policy.You acknowledge that (a) goods sold through the Services, and (b) any software or technology purchased, downloaded, or used from the Services, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and you agree to comply with all applicable laws. You agree, represent, and warrant that no Motherly Content or Merchant Products will be accessed from, downloaded in, released in, carried to, transferred to, transshipped through, exported to, or re-exported (collectively “transferred”) to any territory (or national resident thereof), person, entity, or organization to which such Motherly Content or Merchant Products could not be transferred directly from the United States or by a U.S. person without a license, including without limitation to any person on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.
11. Motherly Content.
    1. The content, visual interfaces, information, graphics, design, compilation, links, computer code, products, software, services, videos and all other elements of our Services that are provided by Motherly (“Motherly Content”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Motherly Content contained on our Services is the copyrighted property of Motherly or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to Motherly or its affiliates and/or third party licensors. Except as expressly authorized by Motherly, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make unauthorized use of the Motherly Content.
    2. Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, nontransferable, nonexclusive, non-sublicensable, revocable license to access and use the Motherly Content, solely for your personal and non-commercial use, and subject to any restrictions on certain types of Motherly Content set forth in these Terms.
    3. You understand that the Motherly Content that is posted on our Services is used by you at your own risk.
    4. We reserve the right to make changes to User Content or Motherly Content, descriptions or specifications of our Services or other information without obligation to issue any notice of such changes.
    5. Nothing contained on our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use our Services or any Motherly Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on Motherly.
12. Use of Our Services.
    1. You agree that any information you provide to Motherly in connection with our Services will be true, accurate, current and complete.
    2. As a condition of your use of our Services, you shall not use our Services for any purpose that is unlawful or prohibited by these Terms. Access to the Motherly Content and our Services from territories where their contents are illegal is strictly prohibited. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email or privacy.
    3. Any use of any of the Motherly Content other than for private, non-commercial use is strictly prohibited.
    4. You may not use our Services in any manner that in our sole discretion could damage, disable, overburden or impair it or interfere with any other party’s use of our Services. You may not intentionally interfere with or damage the operation of our Services or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of our Services, features that prevent or restrict the use or copying of any content accessible through our Services or features that enforce limitations on the use of our Services. You may not attempt to gain unauthorized access to our Services, or any part of them, other accounts, computer systems or networks connected to our Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of our Services or any activities conducted through our Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services. You agree neither to modify our Services in any manner or form, nor to use modified versions of our Services, including (without limitation) for the purpose of obtaining unauthorized access to our Services.
    5. Our Services may contain robot exclusion headers. You agree that you shall not use any robot, spider, scraper, crawler or other automated means to access our Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to our Services.
    6. You may not use framing techniques to enclose any trademark, logo or other Motherly Content without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Motherly’s name or trademarks without our express written consent.
    7. You may not deep-link to our Services and we may promptly remove any links that Motherly finds objectionable in its sole discretion. You may not use any Motherly logos, graphics or trademarks as part of the link without our express written consent.
    8. You may not send junk mail to other users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests and petitions for signatures.
    9. In addition, you agree that you shall not, and shall not authorize or facilitate any attempt by another person to use our Services to:
       1. Transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Motherly.
       2. Use a name or language that we, in our sole discretion, deem offensive.
       3. Post defamatory statements.
       4. Post hateful or offensive User Content or User Content that disparages any ethnic, racial, sexual, gender, religious or other group.
       5. Post User Content that depicts or advocates the use of illegal drugs.
       6. Post User Content that characterizes violence as acceptable, glamorous or desirable.
       7. Post User Content which infringes another’s copyright, trademark or trade secret.
       8. Post unsolicited advertising or unlawfully promote products or services.
       9. Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity.
       10. Promote, solicit or participate in any multi-level marketing or pyramid schemes.
       11. Exploit children under 18 years of age.
       12. Engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum. Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
       13. Solicit personal information from children under 13 years of age.
       14. Create a false identity or impersonate another person or entity.
       15. Encourage conduct that would constitute a criminal or civil offense.
    10. We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.
13. Copyright Infringement; DMCA Policy. If you believe that any materials on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Services or other pertinent information that will help us to locate the material; (3) your name, address, telephone number and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is accessible at 6300 N Sagewood Drive, STE H-242, Park City UT 84098

 USA or by email at [email protected] (subject line must include “Copyright Infringement Notice”). In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.

14. Links to Third Party Sites. Our Services may contain links to third party sites. These links are provided to you as a convenience, and we are do not endorse or accept any responsibility for the content or use of such sites. Use of any third party site is subject to its terms of service and privacy policy.
15. Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) may not be parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Motherly; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.
16. Feedback. We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (1) your Suggestion(s) become our property and you hereby assign such Suggestions to us, and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential. Please visit our contact information below for further assistance.
17. Availability of Service. Motherly may make changes to or discontinue any of the media, contests, products or services available within our Services at any time, and without notice. The media, products or services on our Services may be out of date, and Motherly makes no commitment to update these materials on our Services.
18. Notice. Except as explicitly stated otherwise, legal notices shall be served on Motherly’s national registered agent or to the email address you provide to Motherly during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.
19. Violations; Termination. You agree that Motherly, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have at our Services or your use of our Services, at any time. Motherly may also in its sole discretion and at any time discontinue providing access to our Services, or any part thereof, with or without notice. You agree that any termination of your access to our Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Motherly shall not be liable to you or any third party for any such termination. Motherly does not permit copyright infringing activities on our Services, and reserves the right to terminate access to our Services, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of our Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Motherly may have at law or in equity. You may terminate this agreement at any time by ceasing to access our Services; however, if you maintain a Plan with us, then you may not terminate this agreement until you cancel your subscription in accordance with Section 3 or your subscription expires. We have no obligation to refund any prepaid Membership Fees to you if you terminate before the end of your subscription term.
20. Disclaimers; No Warranties. THE SERVICES AND ANY CONTENT, MEDIA, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MOTHERLY AND ITS AFFILIATES, CONTENT AUTHORS, LICENSORS, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS AND SUPPLIERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. MOTHERLY AND ITS AFFILIATES, CONTENT AUTHORS, LICENSORS, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS AND SUPPLIERS DO NOT WARRANT THAT THE CONTENT, FEATURES OR FUNCTIONALITY CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOTHERLY AND ITS AFFILIATES, CONTENT AUTHORS, LICENSORS, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY CONTENT AVAILABLE ON THE SERVICES IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, USEFULNESS OR OTHERWISE. YOU (AND NOT MOTHERLY NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL OR OTHER DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
21. Indemnification; Hold Harmless. You agree to indemnify and hold Motherly, and its affiliates, suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your use or misuse of our Services, violation of these Terms, violation of the rights of any other person or entity, or any breach of the representations, warranties and covenants in these Terms. Motherly reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
22. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MOTHERLY OR ITS AFFILIATES, CONTENT AUTHORS, LICENSORS, CONTRACTORS, EMPLOYEES, AGENTS OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE MOTHERLY MATERIALS ON THE SERVICES, THE SERVICES THEMSELVES, OR ANY OTHER INTERACTIONS WITH MOTHERLY, EVEN IF MOTHERLY OR A MOTHERLY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, MOTHERLY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.IN NO EVENT SHALL MOTHERLY’S OR ITS AFFILIATES, CONTENT AUTHORS, LICENSORS, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) EXCEED FIVE U.S. DOLLARS ($5).THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES, INCLUDING MERCHANT PRODUCTS, SOLD OR PROVIDED TO YOU BY THIRD PARTIES, INCLUDING MERCHANT RETAILERS, OTHER THAN MOTHERLY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SERVICES.
    
    YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, MOTHERLY WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY MERCHANT RETAILER OR OTHER USER OF THE SERVICES.
23. No Medical Advice. The Services may contain digital classes, videos, articles, blogs, questions and answers, frequently asked questions or other postings (each an “Article”) regarding health care, medicine, nutrition and similar topics. All such information is general in nature and should not substitute for, or be used instead of, a clinical or therapeutic relationship with a health care professional who is fully familiar with the specifics of your case. Such Articles may assist you in your personal, general research but none of it constitutes the practice of medicine or any other health care profession.  You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a health care professional. Nothing in any Article is intended as a recommendation or endorsement of any specific tests, products, procedures, healthcare provider, opinions or other information that may be mentioned in our Services. Email correspondence with any author of an Article (even if the author is a physician), will not, in and of itself, create a physician/patient relationship or cause such author to create or retain any medical records about you, monitor your care or communicate with your health care provider. Always seek the advice of your physician or other qualified health care provider with any questions you have regarding your medical care. If you suspect that you may have a medical condition, or are seeking medical advice or treatment, we recommend that you consult a qualified health professional as soon as possible. You should be aware of the general risks of transmitting information over the Internet, which may not use encryption. You should therefore not share any personal medical information that you would wish to be held confidential in a physician/patient or similar clinical relationship. To the maximum extent permitted by law, neither the Motherly nor any authors of any Articles found on our Services shall have any liability to you for any loss, damage or injury of any kind which you may claim to have incurred as a result of your reliance on any Article content.

24. Agreement to Arbitrate; Waiver of Class Action. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Santa Clara County, California under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms. Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor us shall participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf. You may opt out of this Agreement To Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Motherly account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement To Arbitrate. You must use this address to opt out: Motherly, Inc. attn. Arbitration Opt-out,6300 N Sagewood Drive, STE H-242, Park City, UT 84098. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal. In accordance with Section 25, this Arbitration Section will survive the termination of your relationship with us.
25. Survival. In the event of any termination or expiration of these Terms, accrued obligations and the following Sections survive: 1, 2.2, 5, 6, 7, 8, 9, 10, 11.1, 11.3, 11.4, 11.5, 12, 13, 15, 16, 18, 20, 21, 22, 23, 24, 25, 26 and 27 shall survive.
26. Miscellaneous.
    1. Governing Law; Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms or the Services that is not subject to arbitration under Section 24 shall be filed only in the state or federal courts in California (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
    2. Jurisdiction. Subject to Section 24, you agree that any action at law or in equity arising out of or relating to these Terms or our Services shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
    3. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
    4. Severability. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
    5. Assignment. These Terms and related Additional Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Motherly without restriction.
    6. Communications. Under these Terms, you consent to receive communications from Motherly electronically.
    7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
    8. Entire Agreement. This is the entire agreement between you and Motherly relating to the subject matter herein and shall not be modified except in writing, signed by both parties or by a change to these Terms or Additional Terms made by Motherly as set forth above.
27. Claims. YOU AND MOTHERLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
28. Disclosures. The Services are operated by Motherly, Inc.,6300 N Sagewood Drive, STE H-242, Park City UT 84098 , USA, email: [email protected], telephone: 650.514.4032 Motherly provides information of a general nature and is designed for educational purposes only. This Site does not provide medical advice, diagnosis or treatment. Your use of the Site indicates your agreement to be bound by these Terms, including any Additional Terms and our Privacy Policy. Information on our advertising and affiliate guidelines can be found here.