Mockingbird Flock Talk Program

Welcome to Baby Generation, Inc., operating under its tradename “Mockingbird” (“we”, “our”, “us”). Mockingbird operates the website located at https://www.hellomockingbird.com/  (together with any other website, mobile website or applications branded as Mockingbird, the “Website”). The Mockingbird Flock Talk Program (the “Program”) connects an existing Mockingbird customer (the “Brand Ambassador”) with a prospective customer (the “Customer”) who desires to obtain firsthand information about Mockingbird products. The Brand Ambassador and Customer may be referred to herein individually as “you” or a “participant.” The terms, guidelines, and conditions contained herein constitute an agreement (the “Agreement”) between Baby Generation, Inc., and you as the Brand Ambassador or Customer. BY PARTICIPATING IN THE PROGRAM, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. Our Terms of Use, Privacy Policy and Customer Terms and Conditions (“Mockingbird Documents”) are incorporated herein by reference.

BRAND AMBASSADORS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF MOCKINGBIRD. EXCEPT FOR THE INITIAL INTRODUCTION, MOCKINGBIRD DOES NOT PERFORM ANY OBLIGATIONS IN CONNECTION WITH ANY INTERACTION BETWEEN BRAND AMBASSADORS AND CUSTOMERS. YOU HEREBY ACKNOWLEDGE THAT MOCKINGBIRD DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR ANY BRAND AMBASSADOR AND THE RELATIONSHIP BETWEEN BRAND AMBASSADORS AND MOCKINGBIRD ARE THAT OF AN INDEPENDENT CONTRACTOR.

YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK. YOU UNDERSTAND THAT MOCKINGBIRD DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND CHECKS ON ANY PARTICIPANT OR VERIFY THE STATEMENTS OF ANY PARTICIPANT BUT RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND TO USE AVAILABLE PUBLIC RECORDS FOR SUCH PURPOSE. MOCKINGBIRD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PARTICIPANT. YOU AGREE TO, AND HEREBY DO, RELEASE MOCKINGBIRD, ITS EMPLOYEES, AGENTS, SUCCESSORS, LICENSEES AND ASSIGNS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND PARTNERS (“THE RELEASED PARTIES”) FROM ANY CLAIMS, DEMANDS, LOSSES, DAMAGES, RIGHTS, AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH AND PROPERTY DAMAGE, THAT EITHER DIRECTLY OR INDIRECTLY ARISES FROM YOUR INTERACTIONS WITH OR CONDUCT OF OTHER PARTICIPANTS.

How the Program Works. We sell Mockingbird-branded baby gear and related accessories (“Products”) through our Website and authorized retailers. We have created the Program to provide an opportunity for Customers to connect with Brand Ambassadors who can share their experience with our Products, answer Customer questions, offer personal photos/videos showing the Product in use (not supplied by Mockingbird or approved by Mockingbird), and provide testimonials and firsthand accounts about their experience with Mockingbird and the Products.

Once introduced by Mockingbird, the Brand Ambassador and Customer may communicate and interact directly with each other via email, video conference, text message or any other communications platform on a mutually agreed upon day and time. The Brand Ambassador or Customer may decline or cease to communicate for any reason. Mockingbird’s responsibilities are limited to facilitating the initial introduction between the Brand Ambassador and Customer. You understand and agree that Mockingbird is not acting as an insurer or contracting agent. If the Brand Ambassador and Customer enter into any agreement or arrangement, including meeting in person, written or unwritten, such agreement or arrangement is between the Brand Ambassador and the Customer, and Mockingbird is not a party to it or responsible for its contents or consequences.

Communications and Text Messaging. When you provide us with your email address, telephone number, or other contact information you agree that the Released Parties and other Program participants may send you emails, text messages (including SMS and MMS), or other communications relating to the Program. We will never charge you for the text messages you receive, however you may see message and data rate charges from your mobile provider. You are responsible for the payment to your mobile provider of any message, data and other charges related to text messages, including for confirmation texts you receive and your responses thereto. You may opt-out of receiving future text messages from us at any time by contacting us by emailing community@hellomockingbird.com. You understand that we may instruct Program participants to cease communications with you but we bear no responsibility or liability for their behavior, practices, or the content of their communications.

Privacy and Third Party Services. You acknowledge and agree you have no expectation of privacy regarding your transmission of any emails, photographs, images, videos, reviews, information, or materials (“Content”). You acknowledge and agree that should you utilize any third party communication service you do so at your own risk and you are subject to the terms and conditions and privacy policy of that third party service. Mockingbird is not responsible or liable for your compliance or lack thereof with any third party terms and conditions or privacy policy. Mockingbird does not endorse any third party products or services, and Mockingbird is not liable for any third party products or services.

Program Guidelines.
By participating in the Program, you agree:

• To use the Program only for its intended purposes and not in any manner that violates the law.
• To interact with other participants only in a lawful manner.
• You are 21 years old or older.
• You are a resident of the United States of America.
• Not to submit viruses or other malicious code to or through communications with other participants.
• Not to use the Program for purposes of competing with Mockingbird or to promote other products or services.
• To share honest information about the Products that is based on your personal experience and to disclose clearly and conspicuously your connection to this Program in all communications between participants.
• Not to share information that is intentionally inaccurate or misleading, or that violates this Agreement.
• Not to share Content or material that (i) untruthfully disparages or denigrates or defames or slanders any of Mockingbird’s competitors or their respective products or services; (ii) promotes alcohol, illegal drugs, tobacco, or firearms/weapons (or the use of any of the foregoing); (iii) promotes any activities that may appear to be unsafe, dangerous or unlawful; (iv) is unlawful; (v) is pornographic, threatening, harassing, abusive, distasteful, or defamatory, or that contains nudity or graphic violence, incites violence, hatred, bigotry, or discrimination of any kind; (vi) contains any political commentary, (vii) violates intellectual property rights or the legal rights (for example, privacy or publicity rights) of others; (viii) includes any viruses, spyware, malware, or other malicious components.
• Not to share “spam” or other unauthorized commercial communications.
• Not to provide Mockingbird or other participants with any false information, including, but not limited to, false names or images of yourself, or otherwise impersonate another person to intentionally mislead Mockingbird or other participants.
• Not to interfere with our provision of, or any other participant’s use of, the Program.
• Not to solicit another participant’s sensitive personal information, including bank details or other financial information.
• Not to publicly post to social media the contents of any communications pursuant to this Program.
• To use caution in all communications and/or interactions with other participant, including if you decide to communicate or interact with other participants in person.
• Not to engage in behavior or interact with other participants in a manner that (i) will negatively impact the health, safety, or general well-being of other participants, or (ii) violates any federal, state, and/or local laws or health restrictions, guidelines, or protocols.

Intellectual Property Rights & Right of Privacy/Publicity. You hereby release and discharge the Released Parties from any and all claims you might have in connection with Content provided to Mockingbird and/or other participants, including, but not limited to, any claims for intellectual property infringement; defamation; violation of any moral or artist rights; and/or any right of privacy or publicity. You further release the Released Parties for any injury or damage to your computer or other devices, regardless of how caused, relating to or resulting from participating in the Program.

Grant of Rights.  By participating in the Program, you hereby grant to Mockingbird and its agents, designees, and assigns, without limitation, notice or, further compensation, the right to use your name, city and state of residence, photograph(s) or other likeness(es), entry/ies, picture(s), portrait(s), voice, testimonial(s), biographical information (in whole or in part), and/or statements regarding the Program, Mockingbird, or its Products worldwide and in perpetuity for any and all purposes, including, but not limited to, advertising, trade and/or promotion on behalf of Mockingbird in any and all forms of media, now known or hereafter devised, including, but not limited to, print, TV, radio, electronic, cable, social media, or World Wide Web, without further limitation, restriction, compensation, notice, review, or approval.

Rewards & Special Benefits for Brand Ambassadors. Mockingbird may provide special benefits to Brand Ambassadors or Customers for participating in the Program. To be eligible for a reward or special benefit: 1) the participant must be officially enrolled in the Program, and 2) the participant must provide proof that communication via email, video conference, text message or other by other means was completed with another participant designated by Mockingbird. Once the initial introduction is made by Mockingbird, Brand Ambassadors and/or Customers, not Mockingbird, are solely responsible for initiating and completing communications with each other. Mockingbird disclaims all liability arising from or related to connecting the Brand Ambassadors with Customers or any communications between Brand Ambassadors and Customers.

Disputes; Agreement to Arbitrate.

In the event of any controversy, claim, or dispute (“Dispute”) between you and us regarding, arising out of, or relating to this Agreement or the Program, such Dispute will be resolved through binding arbitration rather than by a court, provided that you may assert claims in small claims court if your claims qualify. The arbitration shall be heard by a single arbitrator and governed by and conducted according to the applicable Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (provided that if, for any reason, AAA declines to administer the arbitration, the Dispute may be arbitrated before another mutually agreed upon arbitration service pursuant to its own rules for arbitration). Any and all Disputes shall be resolved individually, without resort to any form of class action.  The arbitration shall be heard by a single arbitrator. The place of arbitration shall be New York, New York.

There is no judge or jury in arbitration and court review of an arbitration award is limited. It is important that you understand that the arbitrator's decision will be binding and may be entered as a judgment in any court of competent jurisdiction.

Indemnification. You agree to indemnify and hold harmless the Released Parties from and against any demands, losses, liabilities, claims or expenses (including reasonable attorneys’ fees) made against the Released Parties by any third party due to or arising out of or in connection with any breach by you of this Agreement or your use of and participation in the Program (or any element or component thereof) that violates any third party right, including, but not limited to, infringement or misappropriation of any trademark, patent, copyright, trade secret or other intellectual property right.

Waiver and Severability. No waiver by us of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition and any failure by us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you. We may assign our rights under these Terms of Use without restriction.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Entire Agreement. Except as they may be amended in the future, this Agreement and the Mockingbird Documents referred to herein constitute the sole and entire agreement between you and us. In the event of any conflict or inconsistency between this Agreement and the Mockingbird Documents, the terms of this Agreement shall control.