Effective Date: Dec 6, 2017
Last Updated Date: n/a
FOR CERTAIN OF THE PRODUCT PACKAGES, IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “ INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT BAZE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9.6 BELOW.
PLEASE BE AWARE THAT SECTION 18 OF THIS AGREEMENT, BELOW, CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT.
The Application, the Software, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (collectively, the “ Baze Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Baze grants you a limited license to reproduce portions of Baze Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Baze in a separate license, your right to use any Baze Properties is subject to the Terms.
1.1 Application License. Subject to your compliance with the Terms, Baze grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “ App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
1.2 Baze Software. Use of any software and associated documentation, other than the Application, that is made available via the Website or the Services (“ Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Baze provide you with any tangible copy of our Software. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). Subject to your compliance with the Terms, Baze grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
1.3 Updates. You understand that Baze Properties are evolving. As a result, Baze may require you to accept updates to Baze Properties that you have installed on your computer or mobile device. You acknowledge and agree that Baze may update Baze Properties with or without notifying you. You may need to update third-party software from time to time in order to use Baze Properties.
1.4 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Baze Properties or any portion of Baze Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Baze Properties (including images, text, page layout or form) of Baze; (c) you shall not use any metatags or other “hidden text” using Baze’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Baze Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Baze Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Baze Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Baze Properties. Any future release, update or other addition to Baze Properties shall be subject to the Terms. Baze, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Baze Properties terminates the licenses granted by Baze pursuant to the Terms.
1.5 Third-Party Materials. As a part of Baze Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Baze to monitor such materials and that you access these materials at your own risk.
2.1 Registering Your Account. In order to access certain features of Baze Properties you will be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website or Application(“Account”).
2.2 Registration Data. In registering an account on the Website or Application, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “ Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Baze Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Baze Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Baze immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Baze has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Baze has the right to suspend or terminate your Account and refuse any and all current or future use of Baze Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Baze reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Baze Properties if you have been previously removed by Baze, or if you have been previously banned from any of Baze Properties.
2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Baze.
2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Baze Properties, including but not limited to, a mobile device that is suitable to connect with and use Baze Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Baze Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Baze will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing email@example.com.
3.1 Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Baze Properties (“ Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Baze, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“ Make Available”) through Baze Properties (“ Your Content”), and that you and other Users of Baze Properties, and not Baze, are similarly responsible for all Content they Make Available through Baze Properties (“ User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that Baze has no obligation to pre-screen Content (including, but not limited to, User Content), although Baze reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Baze pre-screens, refuses or removes any Content, you acknowledge that Baze will do so for Baze’s benefit, not yours. Without limiting the foregoing, Baze shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by Baze in writing elsewhere, Baze has no obligation to store any of Your Content that you Make Available on Baze Properties. Baze has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Baze Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Baze retains the right to create reasonable limits on Baze’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Baze in its sole discretion.
5.1 Baze Properties. Except with respect to Your Content and User Content, you agree that Baze and its suppliers own all rights, title and interest in Baze Properties (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using a Baze game client, and Baze game clients and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Baze Properties.
5.2 Trademarks. Baze and other related graphics, logos, service marks and trade names used on or in connection with Baze Properties or in connection with the Services are the trademarks of Baze and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Baze Properties are the property of their respective owners.
5.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Baze Properties.
5.4 Your Content. Baze does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in Baze Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide 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 worldwide intellectual property right that may exist in Your Content.
5.5 License to Your Content. Subject to any applicable account settings that you select, you grant Baze a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Baze Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Baze Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Baze, are responsible for all of Your Content that you make available on or in Baze Properties.
5.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Baze through its suggestion, feedback, wiki, forum or similar pages (“ Feedback”) is at your own risk and that Baze has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Baze a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Baze Properties.
As a condition of your use of the Baze Properties, you agree not to use Baze Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any Content on or through Baze Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Baze’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Baze; (vi) interferes with or attempt to interfere with the proper functioning of Baze Properties or uses Baze Properties in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Baze Properties, including but not limited to violating or attempting to violate any security features of Baze Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Baze Properties, introducing viruses, worms, or similar harmful code into Baze Properties, or interfering or attempting to interfere with use of Baze Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Baze Properties.
Baze may, but is not obligated to, monitor or review Baze Properties and Content at any time. Without limiting the foregoing, Baze shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Baze does not generally monitor user activity occurring in connection with Baze Properties or Content, if Baze becomes aware of any possible violations by you of any provision of the Terms, Baze reserves the right to investigate such violations, and Baze may, at its sole discretion, immediately terminate your license to use Baze Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
8.1 User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Baze reserves the right, but has no obligation, to intercede in such disputes. You agree that Baze will not be responsible for any liability incurred as the result of such interactions.
8.2 Content Provided by Other Users. Baze Properties may contain User Content provided by other Users. Baze is not responsible for and does not control User Content. Baze has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
9.1 Third-Party Websites, Applications & Ads. Baze Properties may contain links to third-party websites (“ Third-Party Websites”) and applications (“ Third-Party Applications”) and advertisements for third parties (“ Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Baze Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Baze. Baze is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Baze provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9.2 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“ App Store”). You acknowledge that the Terms are between you and Baze and not with the App Store. Baze, not the App Store, is solely responsible for Baze Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Baze Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Baze Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
10.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Baze with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“ Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Baze with your credit card number or PayPal account and associated payment information, you agree that Baze is authorized to immediately invoice your Account for all fees and charges due and payable to Baze hereunder and that no additional notice or consent is required. You agree to immediately notify Baze of any change in your billing address or the credit card or PayPal account used for payment hereunder. Baze reserves the right at any time to change its prices and billing methods, either immediately upon posting on Baze Properties or by e-mail delivery to you.
10.2 Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “ Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “ Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and Baze for the Services until Baze accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
10.3 Taxes. Baze’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Baze, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Baze for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “ Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Baze is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
10.4 Withholding Taxes. You agree to make all payments of fees to Baze free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Baze will be your sole responsibility, and you will provide Baze with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
10.5 Automatic Renewal. For some products, your subscription will continue indefinitely until terminated in accordance with the Terms. In this case, after your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Baze’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) twenty-four (24) hours prior to the Renewal Commencement Date (or in the event that you receive a notice from Baze that your subscription will be automatically renewed, you will have thirty days from the date of the Baze notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page or sending an email to firstname.lastname@example.org. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Baze at email@example.com or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Baze to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Baze does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Baze may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
10.6 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Baze to have the charges reversed.
10.7 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: firstname.lastname@example.org.
You agree to indemnify and hold Baze, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “ Baze Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Baze Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Baze reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Baze in asserting any available defenses. This provision does not require you to indemnify any of the Baze Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Baze Properties.
By accessing the Website, Application, and/or Service, you agree to, acknowledge, and represent as follows:
12.1 You understand that Baze does not provide medical advice. The information you learn from Baze is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. You understand that while the Services might point to a possible diagnosis or treatment, the information you receive through the Services should always be confirmed and supplemented by additional medical and clinical testing as recommended by your healthcare providers. You acknowledge that Baze urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from any information you obtain through the Services.
12.2 You agree that the information available through the Services are for informational and educational purposes only. We are not responsible for the accuracy or completeness of information available from or through the Services. You assume full risk and responsibility for the use of information you obtain from or through the Services, and neither we nor our contractors are responsible or liable for any claim, loss, or liability arising from use of the information. We do not recommend or endorse any provider of healthcare or healthcare products, items or services, and the appearance of materials in the Services relating to any such products, items or services is not an endorsement or recommendation of them. You will review the functionality and limitations of the Services to make an independent determination of their suitability for your use.
12.4 You represent that you are eighteen (18) years of age or older if you are providing a blood sample.
12.5 You are guaranteeing that any blood sample you provide is your own blood sample.
12.6 If you are a customer outside the United States providing a blood sample, you confirm that this act is not subject to any export ban or restriction in the country in which you reside.
12.7 You agree that any blood sample you provide and all resulting data may be transferred and/or processed outside the country in which you reside.
12.8 You take responsibility for all possible consequences resulting from your sharing with others access to your blood sample results.
12.10 You understand that by providing any blood sample, having such sample processed, and/or accessing your results, you acquire no right or commercial interest in any research or commercial products that may be developed by Baze or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your blood sample or any other information you provide to Baze to or through the Services.
You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any of these representations, Baze has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any portion thereof, and you will indemnify the Baze Parties against any liability, costs, or damages arising out of the breach of the representation.
13.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF BAZE PROPERTIES IS AT YOUR SOLE RISK, AND BAZE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BAZE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
13.2 Medical Disclaimers.
13.3 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT BAZE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BAZE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
13.4 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF BAZE PROPERTIES. YOU UNDERSTAND THAT BAZE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF BAZE PROPERTIES.
14.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL BAZE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH BAZE PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT BAZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF BAZE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE BAZE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH BAZE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON BAZE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO BAZE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A BAZE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BAZE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A BAZE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
14.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL BAZE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Baze by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A BAZE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BAZE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A BAZE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
14.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BAZE AND YOU.
15.1 Violations. If Baze becomes aware of any possible violations by you of the Terms, Baze reserves the right to investigate such violations. If, as a result of the investigation, Baze believes that criminal activity has occurred, Baze reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Baze is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Baze Properties, including Your Content, in Baze’s possession in connection with your use of Baze Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Baze, its Users or the public, and all enforcement or other government officials, as Baze in its sole discretion believes to be necessary or appropriate.
15.2 Breach. In the event that Baze determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Baze Properties, Baze reserves the right to:
16.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Baze Properties, unless terminated earlier in accordance with the Terms.
16.2 Prior Use. Notwithstanding the foregoing, if you used Baze Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Baze Properties (whichever is earlier) and will remain in full force and effect while you use Baze Properties, unless earlier terminated in accordance with the Terms.
16.3 Termination of Services by Baze. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Baze will refund your Service Subscription Fee, if already paid pursuant to Section 9.2 or 9.3, for the applicable Service, only to the extent such Service was not yet provided as of the date of termination. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if Baze is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful), Baze has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Baze’s sole discretion and that Baze shall not be liable to you or any third party for any termination of your Account.
16.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Baze will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16.5 No Subsequent Registration. If your registration(s) with or ability to access Baze Properties, or any other Baze community is discontinued by Baze due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Baze Properties or any Baze community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Baze Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Baze reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Baze Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Baze intends to announce such Services or Content in your country. Baze Properties are controlled and offered by Baze from its facilities in the United States of America. Baze makes no representations that Baze Properties are appropriate or available for use in other locations. Those who access or use Baze Properties from other countries do so at their own volition and are responsible for compliance with local law.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Baze and limits the manner in which you can seek relief from us.
18.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Baze, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Baze may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH BAZE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST BAZE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST BAZE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
18.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Harvard Business Services, Inc., 16192 Coastal Highway Lewes, Delaware 19958 USA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Baze will pay them for you. In addition, Baze will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Baze will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Baze. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
18.4 Waiver of Jury Trial. YOU AND BAZE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Baze are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 19.7.
18.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Baze Labs, Inc., 1 Broadway, 14th floor, Cambridge, Massachusetts 02142 and/or email address: email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Baze username (if any), the email address you used to set up your Baze account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
18.7 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
18.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Baze.
18.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Baze makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Baze.
19.1 Electronic Communications. The communications between you and Baze use electronic means, whether you visit Baze Properties or send Baze e-mails, or whether Baze posts notices on Baze Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Baze in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Baze provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
19.2 Release. You hereby release Baze Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Baze Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Baze Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Baze Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
19.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Baze’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
19.4 Force Majeure. Baze shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
19.5 Questions, Complaints, Claims.If you have any questions, complaints or claims with respect to Baze Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
19.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Baze agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Middlesex County, Massachusetts.
19.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
19.8 Notice. Where Baze requires that you provide an e-mail address, you are responsible for providing Baze with your most current e-mail address. In the event that the last e-mail address you provided to Baze is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Baze’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Baze at the following address: 1 Broadway, 14th floor, Cambridge, Massachusetts 02142. Such notice shall be deemed given when received by Baze by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
19.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
19.11 Export Control. You may not use, export, import, or transfer Baze Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Baze Properties, and any other applicable laws. In particular, but without limitation, Baze Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Baze Properties, 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. You also will not use Baze Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Baze are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Baze products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
19.12 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
19.13 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.