The Site and its contents are provided by BayMedica, LLC (“BayMedica”, “we”, “us” or “our”) for the use of individual users. Copyright and all other rights not expressly granted to users under these Terms are hereby expressly reserved by BayMedica, and any additional uses of the Site or its contents require our prior written permission.
These Terms were last updated on July 24, 2023. At any time without notice or liability, and for any reason, we may update, change, suspend or terminate any aspect of these Terms or the Site. Please consult these Terms each time that you use the Site. Your continued use of the Site for 15 days or more following the posting of changes to these Terms will mean that you accept and agree to those changes.
Subject to your compliance with these Terms, BayMedica grants you a limited, personal, non-exclusive, non-transferable license to use the Site and our Content (as defined below) solely for the purpose of viewing, storing, processing and downloading information for personal, non-commercial use. Any use of the Site for commercial or other revenue-generating purposes is strictly prohibited.
Except as expressly permitted in these Terms, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, sublicense, commercialize, communicate, link, broadcast or otherwise make available the Site or any Content, or other information and materials obtained through or in connection with the use of the Site, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of the owner of the copyright in the Site or Content. These Terms, including all restrictions on your use of the Site and its contents, apply whether or not a license fee or other payment was paid for the use of the Site or any Content.
User Content and Conduct
All information, data, text, software, music, photographs, graphics, images, avatars, video, messages, advertisements, ideas, reviews, opinions, questions, suggestions and other materials (“Content“) that are posted, e-mailed, transmitted, uploaded or otherwise submitted through your use of the Site are submitted at your own risk and are your sole responsibility. If you are posting Content generated by or on behalf of a third party, you warrant that you are authorized to act on behalf of that third party and to bind them to these Terms. You should not submit any Content that may cause harm or injury to any party.
You agree that you are responsible for your own conduct when using the Site. Content belonging to others may be copied and printed for your personal use only. Misuse or unauthorized use of the Site, its contents, BayMedica’s network and systems, or of any information, images or other materials on the Site is strictly prohibited, and BayMedica reserves the right, at its sole discretion and without liability, to immediately suspend or terminate access by any user who is using, or who BayMedica reasonably believes may be using the Site or its contents in violation of these Terms. You agree that you will use the Site, including all Content, only in ways that are legal, proper and in accordance with these Terms, accepted Internet protocol, and applicable rules, policies and guidelines. Without limiting the generality of the foregoing, by using the Site, you agree not to:
- interfere or attempt to interfere with, or obtain unauthorized access to, BayMedica or its Third Party Content providers’ content, data, computers, systems or system security;
- upload, post, distribute, e-mail or otherwise publish or make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of unauthorized commercial communication, or to “hack” or “phish” us or other users;
- solicit or otherwise attempt to collect, discover, store or disseminate passwords, email addresses, addresses, telephone numbers, personally identifying information, or other non-public information from BayMedica or other users;
- defame, abuse, threaten or otherwise violate the legal rights of others, including rights regarding privacy and publicity;
- modify, retransmit, distribute, disseminate, display, sell, publish, broadcast or circulate any Content (other than your own) to any third party without our prior consent;
- remove, alter or conceal any copyright, trademark or other proprietary rights notices from our materials, or from materials created by others, without prior permission;
- upload, post, distribute, e-mail or otherwise publish or make available any Content that you know to be inaccurate or misleading, or that is illegal, libelous, defamatory, obscene, harmful, vulgar, sexually explicit, threatening, tortuous, harassing, abusive, invasive of another user’s privacy, racially or ethnically objectionable, or which promotes hatred, physical harm or injury against any person or group;
- upload, post, distribute, e-mail or otherwise publish or make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information, and proprietary and confidential information learned or disclosed as part of an employment relationship or under a non-disclosure agreement);
- upload, post, distribute, e-mail or otherwise publish or make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, posting an unauthorized copy of another person’s copyrighted work;
- upload, post, distribute, e-mail or otherwise publish or make available any material that contains software viruses or any other computer code, files or programs designed to interfere with, destroy or limit the functionality of any computer software or system, website, application, telecommunications, or other equipment; or
- otherwise use the Site in a manner that could, in BayMedica’s sole opinion, adversely affect the ability of other users to use the Site, any Content, the Internet, or any sites supplied by Third Party Content providers.
We may, but are under no obligation to, pre-screen or monitor any Content other than our own, or to review or log any activity or use of the Site. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation or government request, or to enhance operational efficiencies, to improve service levels, to assess client satisfaction, or to protect BayMedica or its users. We reserve the right, but do not assume the obligation, to remove or block access to any Content, and/or to ban users who violate these Terms from using the Site.
Access and Interference
You agree that you will not use any spiders, robots, other automatic devices, or manual processes to monitor or copy the Site or any Content, or the use of the Site or any Content by any party, or for any other unauthorized purpose without our express prior written permission. You agree that you will not use any device, software or routine to interfere or to attempt to interfere with the proper working of the Site; to destroy, manipulate, remove, destroy or impair any portion of our website; or to disrupt our servers or network, nor will you do or cause to be done anything that imposes an unreasonable or disproportionately large load on our infrastructure.
License to User Content; Rights to Unsolicited Ideas
You, or a third party licensor, retain all intellectual property rights in any Content that you submit. By submitting any Content, whether on your own behalf or on behalf of another party, you hereby grant to us a royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, disseminate, perform, transmit and display such Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content, without compensation or obligation to you or any other party. You hereby waive all “moral rights” in and to any Content that you submit. The rights granted hereunder may be freely assigned or sub-licensed by us to any party. If you are not the owner of the Content that you submit, you warrant that the owner of the Content has expressly granted a similar license. There is no relationship of any type created, including without limitation any agency or fiduciary relationship, as between you and us, by virtue of the submission by you of any Content.
If you submit any unsolicited ideas, comments or other feedback (“Feedback”) to us regarding the Site and/or our Content, you agree that such Feedback (including all rights, title and interest therein) automatically become our property, and you forfeit all rights that you may have in such Feedback. For greater certainty, you agree that BayMedica and its affiliated companies may use (or not use) and exploit any Feedback in any way at their discretion, without compensation or obligation to you or to any other party.
Third Party Content, Dealings & Disclaimer
BayMedica is merely a distributor, and not a publisher, of any content provided by third parties that is accessed through the Site (“Third Party Content”). BayMedica does not have administrative, editorial or other control over such Third Party Content, and accepts no responsibility or liability in respect of any Third Party Content or a user’s use of it. The responsibility for ensuring compliance with all applicable third party terms and conditions, as well as applicable laws, are yours and/or the Third Party Content provider’s alone. You acknowledge that any dealings or agreements between you and third parties are strictly between you and the third party, and that BayMedica is not a party to such dealings or agreements.
The Site may contain hyperlinks to other web sites (“Linked Sites”) that have been developed by advertisers and other third parties, which are not under the control of BayMedica. BayMedica provides hyperlinks to the Linked Sites as a convenience only, and their inclusion does not imply warranties, representations, endorsements, approvals, verification or investigation by BayMedica or its agents of the Linked Sites, or of any products or services offered on or through the Linked Sites. Further, BayMedica is not responsible for the contents of the Linked Sites, and is not acting as a publisher or disseminator of information or materials contained on any Linked Site or any hyperlink contained on a Linked Site. In any transactions with third parties, BayMedica is not the seller or provider, and your agreement to purchase any products or services from a third party is between you and the third party, and not us. You acknowledge that the use of Linked Sites may be subject to terms and conditions contained on those Linked Sites, and you agree that you are solely responsible for your use of any Linked Site. Under no circumstances will BayMedica be responsible or liable for any loss or damage of any kind incurred as a result of, or in connection with, any correspondence or business dealings by you with any third parties, including any merchants or advertisers found on or through the use of the Site, and including payment for and delivery of related goods and services.
Our Intellectual Property Rights
The Site, and any Content and other information and materials created or supplied by us, and the selection and arrangement thereof, are owned by us (or our third party licensors, including any Third Party Content providers) and are protected by Canadian and international copyright, and other intellectual property laws and treaty provisions.
All trademarks and design marks, trade dress, service names, logos and associated designs used in connection with the Site are trademarks and/or registered trademarks of BayMedica and/or its affiliates, licensors, or related companies. Except as expressly permitted by law, the use, copying, imitation or modification of any trademarks without the express written consent of the owner of the trademark is strictly prohibited. You will not remove, alter or conceal any trademark or other proprietary rights notices incorporated into or accompanying the Site, any of our Content or any other information or materials accessed through the Site.
You are solely responsible for obtaining, maintaining and paying for all communications services, mobile devices, computer hardware, and other equipment and services required to access and use the Site and any Content accessed or obtained through your use of the Site. Use of the Site is at solely at your own risk. BayMedica assumes no responsibility and shall not be liable for any damage to, or viruses that may infect your software, computer equipment (including mobile devices) or other property as a result of your access to, use, or browsing of the Site or associated websites, or from using or downloading any information, data, text, software, photographs, graphics, images, messages, ideas or other Content.
You agree to defend, indemnify and hold us, our affiliates and licensors, and each of our respective officers, partners, directors, employees and agents harmless, from and against any and all losses, costs and damages, including those arising in connection with any third party claims, resulting from or related to: (a) your breach of these Terms; (b) your access to or use (or misuse) of the Site, or of our or any other party’s Content; (c) your use, submission or transmission of any Content; (d) your use of or reliance upon, or publication, communication or distribution of any materials from any third party source; or (e) your violation of any other party’s rights including, without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You shall use your best efforts to cooperate with us in the defense of any claim made against us. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Disclaimer of Warranties
You expressly understand and agree as follows:
(A) The site is provided to you for your personal use in accordance with these terms. Your use of the site, including any links or content, is at your sold risk. To the maximum extent permitted by applicable law, the site, our content, and any other information and materials that we make available to you or that you access through the use of the site, is provided on an ‘as is’ and ‘as available’ basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement.
(B) without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, we make no warranty that: (I) the site or any content, linked or related websites, or other materials will meet your expectations or satisfy your requirements; (II) the use of the site or any content, linked or related websites or other materials will be uninterrupted, timely, secure, or error-free; (III) the results that may be obtained from the use of the site or any content will be complete, accurate, reliable or useful; (IV) the quality of any listings, products, services, programs, information, or other material accessed by you through your use of the site will meet your expectations, and (V) any errors in the site, content, or other materials will be corrected
(C) any content or other material downloaded other otherwise accessed or obtained through the use of the site is done at your own discretion and risk, and you will be solely responsible for any harm or damage, including (but not limited to) damage to your computer system or loss of data, that results from the download of any such content or material.
(D) to the maximum extent permitted by applicable law, you agree that no advice or information, whether oral or written, obtained by you from us, through your use of the site, or through or from any other website or publication, will create any warranty or other liability not expressly stated in these terms.
Limitation of Liability
You acknowledge and agree that if you are dissatisfied with the site or its contents, or with any results obtained through the use of the site, your only remedy is to discontinue use of the site.
You expressly understand and agree that we will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages of any kind, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (I) the use or the inability to use the site, our systems, any content, or any materials, goods, services, offerings or information obtained through the use of the site; (II) any errors or omissions in the site or any content; (III) the suspension or termination of your ability to access the site; (IV) any interruption or cessation of transmission to or from our site or failure of our systems; (V) the cost of procurement of substitute goods and services; (VI) unauthorized access to or alteration of our systems or your transmissions, content or data; (VII) statements by or conduct of any third party using the site; (VIII) any bugs, viruses or the like that are transmitted to or through our site by any third party; or (IX) any other matter or event relating to or resulting from your or any other party’s use of the site.
You expressly acknowledge that we have entered into this agreement with you, and have and will make the site available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth in these terms, and that the same form an essential basis of the bargain between you and us. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth in these terms will survive, and continue to apply in the case of, fundamental, breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy, or termination of the agreement between you and us.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages and, accordingly, some or all of the above limitations may not apply to you. In such jurisdictions, you agree that our liability shall be limited to the greatest extent permitted by applicable law.
You may discontinue your use of the Site at any time, for any reason or for no reason.
In addition to any other termination rights that we may have, we reserve the right to modify, suspend, discontinue or terminate the Site or any party’s ability to access or use the Site, our materials or other Content, at any time and for any reason (or no reason), including any breach by you of these Terms.
Upon termination, you will have no further right to access or use the Site, and any rights and licenses granted to you under these Terms will terminate. Termination or other discontinuation of your use of the Site will not relieve you of any obligations arising prior to termination regarding the use and protection of intellectual property or confidential information, ownership, or indemnification, nor will it relieve you of any liability for any breach of these Terms. Upon termination, we will have the right, but not the obligation to retain any Content or other information that you have submitted.
Any products and services offered through the Site are offered only in jurisdictions where they may be legally offered and are offered only to persons to whom it is lawful to make a solicitation. You agree to comply with all applicable laws, rules and regulations governing your use of the Site, including laws regulating the import or export of data to or from the United States and your country of residence.
These Terms contain the entire agreement between you and us governing your use of the Site. The legal agreement created by your acceptance of these Terms is personal, and cannot be transferred or assigned by you. We may assign this agreement and/or any of our rights or obligations under these Terms at any time.
Our failure to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
No use of the Site or any Content will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship, even if your use is for a commercial purpose which has been authorized by us. You and BayMedica shall, at all times, be and remain independent contractors.
The provisions of these Terms are severable. If any individual term or condition is held to be invalid, unenforceable or contrary to applicable law, such provision will be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of the provision, and all other terms and conditions will remain in full force and effect.
BayMedica may communicate with you by email or by posting notices on the Site. You consent to receive communications from BayMedica electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You further agree that these Terms, and all correspondence and documentation relating to these Terms and your use of the Site, will be written in the English language.
If you wish to contact us with any questions, comments or concerns regarding these Terms or the Site, or to provide any notice pursuant to these Terms, please contact our parent company at email@example.com.