Terms & conditions of use agreement
Effective date: April 1, 2019
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE BAC MEDICAL MARKETING WEB SITE YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT ("AGREEMENT") BETWEEN YOU AND BAC MEDICAL MARKETING. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEB SITE.
You hereby acknowledge and agree as follows:
BAC Medical Marketing hereby grants you a limited, non-exclusive, personal, non-assignable and non-transferable license to access and use the BAC Medical Marketing web site, provided and expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this User Agreement (the "Agreement").
Ownership, Use and Intellectual Property Rights
The BAC Medical Marketing web site is the valuable, exclusive property of BAC Medical Marketing, and nothing in this Agreement shall be construed as transferring or assigning any ownership rights in such property to you or any other person or entity. You have a license to use the BAC Medical Marketing web site, as long as you comply with the terms of this Agreement or until BAC Medical Marketing terminates this Agreement or your access rights. Ownership of the BAC Medical Marketing web site, and any documentation or information, shall remain at all times with BAC Medical Marketing. Contract law and intellectual property law protect the BAC Medical Marketing web site, including domestic and international copyright law, and all intellectual property rights in the BAC Medical Marketing web site belong to BAC Medical Marketing.
If BAC Medical Marketing provides you with an access identification, you may not allow concurrent use of the BAC Medical Marketing web site by multiple users utilizing identical user identification numbers, or allow another person or entity to use your user identification number to access the BAC Medical Marketing web site. You may not remove, alter or obscure any copyright, legal or proprietary notice in or on any portion of the BAC Medical Marketing web site. You may store in the memory of your computer and may manipulate, analyze, reformat, print and/or display for your use only, the information received or accessed through the BAC Medical Marketing web site pursuant to this Agreement. You may not resell, redistribute, broadcast or transfer the information or use the information in a searchable, machine-readable database. Unless separately and specifically authorized in writing by an officer of BAC Medical Marketing, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share the BAC Medical Marketing web site, any part thereof, or any of the information received or accessed therefrom, to or through any other person or entity. BAC Medical Marketing expressly reserves all rights not granted to you herein. BAC Medical Marketing reserve all rights to enforce their copyright and intellectual property rights.
Delays in Services; Force Majeure
Any delays in or failure of performance by BAC Medical Marketing, service providers or service sponsors (including its and their officers, directors, employees, affiliates, agents, representatives and subcontractors) shall not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond BAC Medical Marketing’s control, including but not limited to acts of governmental authority, weather, fire, floods, explosions, acts of God, strikes or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. BAC Medical Marketing shall have no responsibility to provide you access to the BAC Medical Marketing web site while interruption of the BAC Medical Marketing web site due to any such or similar cause shall continue.
This Agreement and the limited license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons:
a. immediately by BAC Medical Marketing for any unauthorized access or use by you, including, without limitation:
b. concurrent access of the BAC Medical Marketing web site by multiple users utilizing identical user identification numbers;
c. permitting another person or entity to use your user identification number to access the BAC Medical Marketing web site; or
d. any other access or use of the BAC Medical Marketing web site except as expressly provided in this Agreement.
e. immediately by BAC Medical Marketing if you assign or transfer (or attempt to assign or transfer) any rights granted to you under this Agreement;
f. immediately by BAC Medical Marketing if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the software and/or data files contained in or accessed through, the BAC Medical Marketing web site;
g. immediately by BAC Medical Marketing if you transmit or receive using the BAC Medical Marketing web site (or cause the transmission or receipt of) any pornographic, obscene, disparaging, defamatory, or libelous information of any nature or form whatsoever, with respect to any other user, company, or any other person or business entity. BAC Medical Marketing, in its sole discretion, shall determine whether any information transmitted or received violates this provision;
h. immediately by BAC Medical Marketing if you violate any of the other terms and conditions of this Agreement; or
i. immediately upon termination of your subscription to the BAC Medical Marketing web site.
Termination or cancellation of this Agreement shall not affect any other right or relief to which BAC Medical Marketing may be entitled, whether at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to BAC Medical Marketing. Regardless of the reason for cancellation or termination of this Agreement. On termination of this Agreement, as requested by BAC Medical Marketing, you agree to erase and destroy any copies of the BAC Medical Marketing web site you have made. You agree to certify to BAC Medical Marketing your compliance with these requirements in writing upon BAC Medical Marketing’s request. All provisions in this Agreement, relating to proprietary rights, indemnification and limitation of liability shall survive termination of this Agreement.
You acknowledge that BAC Medical Marketing reserves the right to, and that BAC Medical Marketing may from time to time choose to, monitor any and all information transmitted or received through the BAC Medical Marketing web site. BAC Medical Marketing, in its sole discretion and without further notice to you, may review, censor or prohibit the transmission or receipt of any information which BAC Medical Marketing deems inappropriate (such as that specified in subparagraph (d) of the Termination paragraph above,) or that BAC Medical Marketing determines violates any term or condition of this Agreement.
Equipment and Operation
You shall provide and maintain all telephone and other equipment necessary to access the BAC Medical Marketing web site, and the costs of any such equipment and/or telephone connections or use, including any applicable taxes, shall be borne solely by you. You shall reimburse BAC Medical Marketing for any such costs incurred by BAC Medical Marketing due to use of the BAC Medical Marketing web site by you; such reimbursement shall be billed to you and payable in accordance with your payment for access to the BAC Medical Marketing web site. You are responsible for operating your own equipment and for familiarity with the information (e.g., calculations and reports) used with or available through the BAC Medical Marketing web site. BAC Medical Marketing reserves the right to refuse assistance or to charge additional fees if you seek assistance from BAC Medical Marketing with respect to such basic background information or any other matters not directly relating to the operation of the BAC Medical Marketing web site. BAC Medical Marketing shall not have any responsibility to provide you with alternate access to the BAC Medical Marketing web site if your access is interrupted due to a breakdown or failure of your equipment.
You acknowledge that the information provided through the BAC Medical Marketing web site is compiled from sources, which are beyond the control of BAC Medical Marketing. Though such information is recognized by the parties to be generally reliable during the term of this Agreement, you acknowledge that inaccuracies may occur and BAC Medical Marketing does not warrant the accuracy or suitability of the information for any particular purpose. BAC Medical Marketing provides the information for your personal information only. BAC Medical Marketing shall not be liable for any errors, inaccuracies or delays in content, or for any actions taken by you in reliance thereon. BAC Medical Marketing makes reasonable efforts to obtain reliable content from third parties, but BAC Medical Marketing does not guarantee the accuracy of or endorse the views or opinions given by any third parties. The BAC Medical Marketing web site may point to other Internet sites that may be of interest to you, however, BAC Medical Marketing does not endorse or take responsibility for the content on such other sites.
YOU ACKNOWLEDGE THAT THE BAC MEDICAL MARKETING WEB SITE IS PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. BAC MEDICAL MARKETING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, BAC MEDICAL MARKETING DOES NOT REPRESENT OR WARRANT (i) THAT THE BAC MEDICAL MARKETING WEB SITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS, (ii) THAT THE ACCESS OR USE OF THE BAC MEDICAL MARKETING WEB SITE WILL BE ERROR-FREE, OR (iii) THE ACCURACY OF ANY DATA OR INFORMATION YOU INPUT INTO OR PROCESS WITH THE BAC MEDICAL MARKETING WEB SITE OR THE RESULTS OF ANY SUCH PROCESSING. YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY YOU IN CONNECTION WITH SUCH DATA, INFORMATION AND RESULTS, AND FOR VERIFYING THE ACCURACY OF SUCH DATA, INFORMATION AND RESULTS FROM INDEPENDENT SOURCES.
Limitation of Liability; Disclaimer of Consequential Damages
YOU AGREE THAT BAC MEDICAL MARKETING (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE BAC MEDICAL MARKETING WEB SITE FOR ANY PURPOSE WHATSOEVER, EVEN IF BAC MEDICAL MARKETING HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
NOTWITHSTANDING THE ABOVE PROVISIONS, IF THERE SHALL AT ANY TIME BE OR ARISE ANY LIABILITY ON THE PART OF BAC MEDICAL MARKETING BY VIRTUE OF THIS AGREEMENT OR BECAUSE OF THE RELATIONSHIP THEREBY ESTABLISHED, WHETHER DUE TO THE NEGLIGENCE OF BAC MEDICAL MARKETING OR OTHERWISE, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO THE LESSER OF TEN PERCENT (10%) OF THE SUMS PAID TO BAC MEDICAL MARKETING BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, AS LIMITED DAMAGES AND NOT AS A PENALTY. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE AND AGREE THAT BAC MEDICAL MARKETING WILL USE REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE BAC MEDICAL MARKETING WEB SITE OR THE ACCESS SOFTWARE. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND HEREBY HOLD BAC MEDICAL MARKETING HARMLESS) FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION ON YOUR COMPUTER EQUIPMENT, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS.
THE PROVISIONS CONTAINED IN THIS LIABILITY SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL BAC MEDICAL MARKETING BE LIABLE FOR ANY LOSS OR LIABILITY, INCLUDING ANY FUTURE MONETARY LOSSES DUE TO YOUR USE OF THE BAC MEDICAL MARKETING WEB SITE.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BAC MEDICAL MARKETING (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) FOR AND AGAINST ANY AND ALL CLAIMS BROUGHT BY PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THIS AGREEMENT ARISING FROM OR RELATED TO YOUR ACCESS TO AND USE OF THE BAC MEDICAL MARKETING WEB SITE, INCLUDING THE INFORMATION OBTAINED THROUGH THE BAC MEDICAL MARKETING WEB SITE.
This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the BAC Medical Marketing web site and access software or information about the BAC Medical Marketing web site and access software that may be imposed from time to time by the government of the United States of America. You agree that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding import or export of the BAC Medical Marketing web site and access software.
No Conflicting Terms
If there is any conflict between this Agreement, any purchase order, any help text, manuals or other documents relating to the BAC Medical Marketing web site, this Agreement shall govern, whether such order or other documents is prior to or subsequent to this Agreement, or is signed or acknowledged by any director, officer, employee, representative or agent of BAC Medical Marketing.
If BAC Medical Marketing takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, in addition to all sums to which it is entitled or any other relief, at law or in equity, BAC Medical Marketing shall be entitled to recover from you and you agree to pay, reasonable and necessary attorney's fees and all costs of any litigation.
Governing Law; Limitations; Venue
The laws of the State of California, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern this Agreement. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the BAC Medical Marketing web site contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action may only be brought in the state or federal courts located in Los Angeles, Los Angeles County, California, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of California as your agent for service of process.
If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and no other agreement as to such subject matter, written or oral, exists.
BAC Medical Marketing reserves the right to make changes or modifications to the BAC Medical Marketing web site and this Agreement. Display of notice of changes online at BAC Medical Marketing’s web site, where you access the BAC Medical Marketing web site, shall constitute effective notice under this Agreement on the day BAC Medical Marketing places the changes on-line on its web site, and your continued use of the BAC Medical Marketing web site thereafter shall constitute your acceptance of such changes or modifications.