Terms of Service – July 13, 2020

Terms of Service

Effective Date: July 13, 2020

This Willow®* Pump, App and Website (together, the “Services”) are provided to assist you in your breastfeeding journey. These Terms of Service (“Terms”) describe the terms and conditions on which Willow (“we” or “Willow”) provides you with access to and use of the Services. By downloading the App or accessing or using the Services, you agree to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully before using the Services.

YOU AFFIRM THAT:

  • YOU HAVE READ AND UNDERSTAND THESE TERMS;
  • YOU WILL COMPLY WITH THESE TERMS; AND
  • YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGAL COMPETENT TO ENTER INTO CONTRACTS.

Important Note: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of a class or representative action.

If you do not agree to these Terms, please do not download, use or access this App or our Services.

Changes to these Terms

The Effective Date of these Terms is set forth at the top of this page. Since technology is always changing, we may occasionally update these Terms. If a significant change is made, we will be sure to post a notice in your account. If you continue to use the Services after these changes are posted, you agree to the revised policy. The amended Terms supersede all previous versions of agreements, notices or statements about the Terms.

Additional Terms

Certain features of the Services, such as additional apps, promotions, offers and research studies, may be subject to additional terms and conditions (“Additional Terms”) presented in conjunction with them. We may present Additional Terms to you through the Services. Regardless of how they are presented to you, we require that you agree to Additional Terms before using these features of the Services. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, you will not have access to the aspect of the Services to which they relate. These Terms and Additional Terms apply equally. If, however, any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail but only for the service(s) to which the Additional Terms apply.

Use of the Services

The following rules apply to your use of the Services:

  • As a user you will be required to register for an account in order to access or use the Services. You are responsible for all use of your account, including use by others to whom you have provided access to your account. You also are responsible for any use of your account by any person that is caused, in whole or in part, by your failure to secure your username or password.
  • You must not provide false or inaccurate registration credentials, impersonate any person or entity, and/or falsely claim an affiliation with any person or entity.
  • Willow is offering you the Services to use for any legally permitted purpose and for your own personal, non-commercial use. You may not re-sell any aspect of the Services, copy or modify the Services, any part of the Services, or our trademarks in any way. You are not allowed to attempt to extract the source code of the Services, and you also shouldn’t try to translate the Services into other languages, or make derivative versions. The Services themselves, and all the trademarks, copyright, database rights and other intellectual property rights related to the Services, belong to Willow.
  • You must not remove, circumvent, disable, damage, or otherwise interfere with: (i) the security-related features of the Services; (ii) the features of the Services that prevent or restrict use or copying of any content accessible through the Services; or (iii) the features of the Services that enforce limitations on use of the Services.
  • You must not intentionally interfere with, or damage operation of the Services, or any user's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.
  • You must not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, password mining or other improper or illegal means. You must not access or attempt to access other users’ Services.
  • You must not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission, or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services, or modify the Services in any manner or form is strictly prohibited.
  • You agree to abide by all applicable local, state, national, and international laws, regulations and court orders with respect to your use of the Services and Content. Without limiting the foregoing, these Terms are also expressly made subject to any applicable export laws, orders, restrictions, or regulations.

Privacy

The information you provide to us or that we collect from or about you is governed by our Privacy Policy. Please review our Privacy Policy carefully before opening an account with us, downloading the App and using the Services, or otherwise providing us with your Personal Information.

Limited License Grant

We grant you a personal, non-commercial, revocable, limited, non-exclusive, royalty-free, non-transferable license to access and use the Services and the information, data, text, photographs, audio, video and other materials and content (collectively, “Content”) made available through the Services. We reserve all other rights. You are not granted any rights not expressly provided in these Terms. The term of this license commences when you download, install, or access any of the Services and continues until the earlier of the termination of these Terms or the revocation of this license by Willow. We may revoke this license at any time and for any reason without any further obligation to you.

Willow’s Proprietary Rights

You expressly acknowledge and agree that Willow transfers no ownership or intellectual property interest or title in and to the Services or Content to you or anyone else and you acknowledge and agree never to challenge Willow’s exclusive ownership in and to the Services or Content and all copyright and other intellectual property rights therein. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, applications, information, derivative work(s) and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services, unless otherwise indicated, are owned, controlled, and licensed by Willow (or Willow’s licensors or providers) and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and/or trademark law, as well as other state, national, and international laws and regulations. Willow, the Willow logo, and all other names, logos, and icons identifying Willow and its programs, applications, products, and services are proprietary trademarks of Willow, and any use of such marks, including, without limitation, as domain names, without the express written permission of Willow is strictly prohibited.

Your unauthorized use of the Services or Content may violate intellectual property or other proprietary rights laws as well as other laws and regulations. Willow has no obligation to you to provide any other intellectual property rights or to enforce the rights granted hereunder. You will cooperate with Willow at Willow’s reasonable request and expense to enforce Willow’s intellectual property and other rights concerning the Services or Content.

Mobile Usage, Wi-Fi and Network Connectivity

Certain functions of the Services will require the Services to have an active Internet or mobile network connection. If you access and use the Services on your smartphone, tablet or other mobile device, you must have wireless service through Wi-Fi or a participating wireless service provider and a compatible mobile device. You are responsible for all charges (including data and messaging charges) relating to use of the Services through your mobile device.

When you’re using the mobile host function of the App, it’s important to bear in mind that we endeavor to ensure that it is updated and correct at all times. We do not guarantee that the Services are compatible with any particular operating system, browser, mobile device or other software or equipment. By using the Services, you understand that certain information about your usage of the Services may be communicated to us.

Feedback and Submissions

Willow welcomes your feedback and suggestions about Willow’s products, Services or Content. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Willow, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Willow and enable Willow to use such Feedback. In addition, any Feedback received through the Services will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive worldwide right and license for Willow to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part), or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed, and you hereby waive any claim to the contrary.

Medical Information

The Services may contain general information relating to our products and services. The Services are not to be used as a substitute for medical judgment, advice of a licensed healthcare provider or the diagnosis or treatment of any medical condition, disease, health condition or problem. THIS SOFTWARE HAS NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THE SOFTWARE IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY MEDICAL CONDITION, DISEASE OR HEALTH PROBLEM.

Third Party Websites and Services

We do not control and are not responsible for websites and services provided by third parties, even if linked to or accessed through the Services (collectively, “Linked Services”). The inclusion of a link does not imply endorsement by Willow of the Linked Service or any association with the operators of the Linked Service. Willow does not investigate, verify or monitor the Linked Services. We provide links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Linked Services.

Term and Termination

These Terms and your right to use the Services will commence when you download, install, access, or use the Services (the “Commencement Date”) and is effective until terminated as set forth below. In addition, Willow reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to the Services or to any portion thereof in order to protect our name and goodwill, our business, and/or other users. These Terms and your license will also terminate automatically if you fail to comply with these Terms. Termination may be effective without notice. You may also terminate these Terms and your grant of a license at any time by ceasing to use the Services. Upon termination, you must permanently destroy all copies of any aspect of the Services and Content in your possession.

Any termination is subject to the survival rights of following provisions: Willow’s Proprietary Rights; Feedback; Indemnity; Disclaimers of Warranty; Limitation of Liability; Dispute Resolution; Waiver of Class Action Claims and Jury Trial; Limitation on Time to Bring an Action; Governing Law; and General Legal Terms.

Disclaimer of Warranties

WHILE WILLOW ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, AND SOFTWARE, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE SERVICES AND CONTENT MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE SERVICES.WILLOW MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE SERVICES FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE OR TERRITORY. WILLOW ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE WILLOW WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Willow does not warrant that the Services are appropriate or available for use in locations outside the United States and you understand that you will not be able to access the Services from states, territories, or nations where any aspect of the Services is illegal or is otherwise prohibited. You access the Services on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the Services.

Indemnity

You agree to defend, indemnify, and hold harmless each of Willow and its respective affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns (collectively, “Willow”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of these Terms.

Limitation of Liability

IN NO EVENT SHALL WILLOW BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS, THE USE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, CONTENT, PROGRAMS, APPLICATIONS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WILLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF WILLOW FOR ANY REASON WHATSOEVER RELATED TO THE SUBJECT MATTER OF THESE TERMS, INCLUDING WITHOUT LIMITATION, USE OF THE SERVICES, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO WILLOW IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR CLAIM DURING THE PRIOR THREE MONTHS.

YOU FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

You expressly absolve and release Willow from any claim, proceeding or cause of action of harm, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.

Governing Law; Dispute Resolution; Waiver of Class Action Claims and Jury Trial; Limitation on Time to Bring an Action

This Agreement shall be interpreted, construed and enforced in accordance with the laws of State of Delaware, United States of America, without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction except for those giving effect to this choice of law.

You and Willow shall make a good faith effort to resolve any pending breach of these Terms, or any other dispute arising under or in connection with these Terms, through mediation conducted within thirty (30) days following first assertion of the breach or dispute. If eight (8) hours of such mediation does not fully resolve the breach or dispute, or if the parties do not conduct such mediation, the breach or dispute shall be finally resolved in New Castle County, Delaware by binding arbitration before a single member arbitration panel under the administration and rules of the American Arbitration Association. The parties agree:

  • To take and direct the arbitrator to take all necessary steps to conduct any arbitration only via teleconference (i.e., telephone) and written correspondence (including e-mail) to the fullest extent practicable and possible.
  • The judgment rendered by the arbitrator may be entered in any court having jurisdiction.
  • Any arbitration proceeding conducted in connection with this Agreement, any arbitration related papers, arbitration decision, arbitration award as well as this Agreement and contents thereof shall be and shall at all times remain completely confidential and, except as may be required by applicable laws, shall not be directly or indirectly disclosed to any third party and/or otherwise published in any medium (including anywhere on the Internet and/or on any blog).
  • The state and federal courts located New Castle County, Delaware shall have irrevocable personal jurisdiction over you for the purpose of enforcing all arbitration awards. You agree not to challenge such courts’ personal jurisdiction or venue for such purpose by raising “inconvenient forum” or similar defenses.

THE PARTIES WAIVE ALL RIGHTS TO BRING CLAIMS AND ACTIONS UNDER OR CONCERNING THIS AGREEMENT IN ANY STATE OR FEDERAL COURTS (OTHER THAN TO ENFORCE AN ARBITRATION AWARD OR ORDER GRANTED IN CONNECTION WITH THIS AGREEMENT), INCLUDING WITHOUT LIMITATION CLASS ACTION LITIGATION.

Notwithstanding the foregoing mediation and arbitration provisions, we shall never be precluded or delayed from seeking or obtaining temporary, preliminary and permanent injunctive relief without the posting of any bond against infringement or other violation of our intellectual property rights in any court(s) of competent jurisdiction.

YOU ALSO AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS AND ACKNOWLEDGE THAT EITHER PARTY MAY SEEK ATTORNEY’S FEES IN ANY PROCEEDING.

Any claim you might have against Willow must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms and is hereby disclaimed. A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Apple Device Additional Terms

If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:

  • Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of these Terms, then the Apple Device Additional Terms control with respect to access and use of the App via an Apple Device.
  • Agreement with Willow, Not Apple. You acknowledge that these Terms are an agreement between Willow and you, and not with Apple. Willow, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), then the App Store Terms of Service apply to the extent of any conflict.
  • Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
  • Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. If Willow decides (in its sole discretion) to provide support and maintenance services for an iOS App, Willow is solely responsible for providing such services.
  • Warranty. In the event of any failure of the an iOS App to conform to any applicable warranty provided by Willow in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is Willow’s sole responsibility. Notwithstanding the foregoing, Willow is not obligated to provide any warranty with respect to an iOS App and you acknowledge and agree that this paragraph will not have any effect on the warranty disclaimers provided in these Terms.
  • Product Claims. You hereby acknowledge that Willow, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Note that pursuant to the limitation of liability provision set forth in these Terms, these Terms will not limit Willow’s liability beyond what is permitted by applicable law.
  • Intellectual Property Rights. You acknowledge that, in the event of any third party claim that an iOS or your possession and use (in accordance with these Terms) of an iOS App infringes that third party’s intellectual property rights, Willow, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • Third Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
  • Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to Willow at [email protected]. Willow’s principal offices are located at 1975 W. El Camino Real, Suite 306, Mountain View, CA 94040.

Services Updates

Willow strives to the Services useful and efficient. We reserve the right to make changes to the Services, including the App, or to charge for the Services, at any time and for any reason. For Willow app compatibility, please see: Supported Devices – the requirements for which (and for any additional systems we decide to extend the availability of the App to) may change, and you’ll need to download the updates if you want to keep using the App. Willow does not promise that it will always update the App so that it is relevant or useful to you and/or works with the iOS version that you have installed on your device. We may also wish to stop providing the App, and may terminate use of it at any time without giving notice of termination to you. Unless we tell you otherwise, upon any termination, (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the App, and delete it from your devices. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of any feature or component of the App.

Consent

You agree that Willow and its affiliates, agents, or subcontractors may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of, among other things, applications, software updates, product support and other services to you (if any) related to the Services, or to verify compliance with these Terms.

General Legal Terms

You and we agree to be bound by the following general terms:

  • These Terms, which include our Privacy Policy, contain the entire understanding by and between Willow and you with respect to the matters contained herein.
  • Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Waivers are effective only if in writing and signed by us.
  • Except as described in the section entitled Changes to these Terms, these Terms may not be amended unless in writing and signed by you and us.
  • If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
  • Nothing contained in these Terms will be deemed to constitute Willow or you as the agent or representative of the other or as joint venturers or partners.
  • These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns.
  • You must not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. All of our rights and obligations under these Terms are assignable.
  • You agree that we may send you notice via email to the email address you have provided, and we are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notice through the App.

Contact Us

If you have any questions or comments about these Terms or our Services, please contact us at:

[email protected]
1975 W. El Camino Real
Suite 306
Mountain View, CA 94040