Terms of Use

(valid as of September 1, 2009)

By clicking on the " I AGREE" button below, you (referred in this document as the "Member" or "you", or "You") agree to be irrevocably bound with TOTSY by the following terms and conditions of sale and service (the "Terms of Service"), which are incorporated in each and every sale transaction made on the website Totsy.com, a proprietary domain name of My Baby VIP LLC (hereinafter referred to as "TOTSY"), and govern all aspects of the relationship between TOTSY and its Members.

If you want to contact TOTSY's technical service or customer service, you may either contact us by telephone on our toll-free number at 1-888-59TOTSY (or 1-888-598-6879), or on our Site by clicking on the CONTACT US menu and choosing the proper selection. Please note that until September 30, 2009, you may contact us by telephone at the temporary toll-free number: 1-888-791-1112. Thank you.

1. Sale of Goods and Services

The goods or services sold by TOTSY and described in a Purchase Order (the "PO") are subject to these Terms of Service. TOTSY 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 TOTSY. 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, TOTSY shall submit an invoice with each shipment showing the PO number and other product information purchased by Member. 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 TOTSY'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 TOTSY to be used for future transactions on Totsy.com.

3. Delivery

TOTSY will make its best efforts to deliver to you the goods purchased on Totsy.com, consistent with the estimated schedule of delivery indicated to you during the purchasing process, according to the shipping method you have selected. However, TOTSY's delivery obligations are subject to the performance of outside contractors, and TOTSY 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.

4. Shipment — Shipping Errors, Lost or Damaged Merchandise, Defective Goods

TOTSY shall ship the goods of each PO in their original purchase condition, including the original product packaging, manufacturer's containers, documentation, warranty cards, manuals, and all accessories, and in a manner that goods are properly protected from deterioration and contamination. You shall be responsible to pay only such freight charges as indicated on the face of your PO. For any shipping errors, lost or damages goods in transit, or defective goods, please refer to the terms of TOTSY's Return Policy incorporated in this Terms of Service by reference. If you receive quantities in excess of that shown in the PO, you must contact TOTSY's customer care immediately and TOTSY will ship back the goods shipped in excess at its own expenses.

5. Warranty

TOTSY warrants to Member that goods supplied under this PO are new, have not been used or refurbished, in compliance with all applicable specifications and the requirements of this PO. All goods supplied under this PO shall be free from liens or encumbrance on title. TOTSY warrants that the goods sold on its website originates from licensed and authorized sellers and distributors, and that such licensed and authorized sellers or distributors have represented to TOTSY that their goods are not stolen or counterfeits, and do not violate or infringe of any copyright, trade name, trademark, patent or related property rights. In the unlikely event that Member believes that the good it purchased is a stolen good or a counterfeit, or otherwise infringes on a third party's intellectual property rights, it must inform TOTSY without delay.

6. Compliance with Laws

TOTSY warrants that all goods and services sold hereunder shall have been purchased, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which they are subject. TOTSY shall execute and deliver such documents as may be required to effect or to evidence compliance. All laws and regulations required in agreements of this character are hereby incorporated by this reference.

7. Confidentiality — Privacy Policy

In the performance of the services, TOTSY and its subcontractors, if any, may have access to personal information pertaining to Members and which TOTSY wants to protect from disclosure. TOTSY undertakes to hold all of personal information it receives from its Members in strict confidence and neither to disclose or release in any manner such personal information to any third party, nor to use such personal information with any third party, nor to 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 (Click on this link to read the terms of our Privacy Policy ).

8. Intellectual Property Indemnification

Member agrees to defend, indemnify and hold harmless TOTSY, its officers, agents and employees from all claims, expenses and liabilities arising from any actual or alleged violation or infringement of TOTSY's intellectual property rights, and any intellectual property rights of TOTSY's Affiliates and Suppliers which may be affixed and used by TOTSY on its website.

9. Limitation of Liability

TOTSY shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether TOTSY was advised of the possibility of such losses in advance. In no event shall TOTSY's liability hereunder exceed the amount of the purchase price paid by Member, regardless of whether Member's claim is based on contract, tort, strict liability, product liability or otherwise. TOTSY shall have no responsibility for the interruption of its Site, or the failure of any third party applications used by TOTSY in its Site.

10. Termination by TOTSY

TOTSY reserves the right to cancel a PO, or any part thereof, without penalty at any time and for any reasons, except that TOTSY shall immediately refund Member for the price of the goods cancelled. TOTSY reserves its right to suspend your account or unlist you as a member of Totsy.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 TOTSY and its trademarks.

11. Force Majeure

TOTSY shall not be liable for default or delay due to causes beyond TOTSY's control and without fault or negligence on the part of TOTSY, such as, but not limited to, strikes, lock outs, shut down of internet connections by Internet provider, cyber attacks on TOTSY.COM , loss or stolen items while in transit and while in custody of carriers hired by TOTSY, non delivery of items ordered from supplier; provided, however, that TOTSY gives Member prompt notice in writing when any such cause occurs, or appears likely to delay deliveries and/or frustrate performances of services by TOTSY and takes appropriate action to avoid or minimize such delay, or such performance. If any such default or delay threatens to impair TOTSY's ability to meet delivery obligations for its material, supplies and services, Member shall have the right, without any liability to TOTSY, to cancel the portion or portions of this PO so affected. Member shall not be liable for default or delay in the performance of its obligations due to cause beyond its control.

12. Jurisdiction and Governing Law

For any suit or proceeding to enforce the provisions of these Terms of Service, TOTSY irrevocably consents to the exclusive jurisdiction of the Courts of the State of New York. Furthermore TOTSY agrees that these Terms of Service shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without giving effect to its principles of conflict of laws.

13. Amendments of the Terms of Service

These Terms of Service may be amended from time to time by TOTSY, 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."

14. 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.

15. 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.

16. 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 to the maximum extent possible. In any event, all other provisions of these Terms of Service shall be deemed valid and enforceable to the full extent possible.

17. 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.

18. Entire Agreement.

These Terms of Service contains all of the terms and conditions agreed upon by the parties relating to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications of the parties, whether oral or written, respecting the subject matter hereof.

19. 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 TOTSY shall be entitled (without limitation of any other rights or remedies otherwise available to TOTSY 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 TOTSY.