Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BAIFRONT ("Company," "we," "us," or "our"), governing your access to and use of the website located at baifront.com (the "Website") and all services provided by BAIFRONT.

By accessing or using the Website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease using the Website and our services.

2. DESCRIPTION OF SERVICES

BAIFRONT provides data backup and recovery solutions and IT infrastructure services for businesses, including but not limited to:

• Tier 1 - Comprehensive Assessment: A complimentary evaluation of your current backup environment to identify vulnerabilities and improvement opportunities.
• Tier 2 - Solution Implementation: Design and deployment of custom backup solutions tailored to your specific business needs and budget.
• Tier 3 - 24/7 Managed Service: Continuous monitoring, data restoration services, and business continuity support with guaranteed response times.

The specific scope, deliverables, and pricing for services will be detailed in separate agreements, including but not limited to Master Service Agreements (MSA), Service Level Agreements (SLA), and Statements of Work (SOW).

3. ELIGIBILITY

You must be at least 18 years of age and have the legal authority to enter into contracts on behalf of your organization to use our services. By agreeing to these Terms, you represent and warrant that you meet these eligibility requirements.

4. USER ACCOUNTS AND REGISTRATION

4.1 Account Creation

To access certain features of our Website or services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason we deem appropriate, with or without notice.

5. USER RESPONSIBILITIES AND CONDUCT

You agree to:

• Provide accurate and complete information when engaging our services
• Cooperate with our assessment and implementation processes
• Maintain appropriate access credentials and permissions for systems requiring our intervention
• Comply with all applicable laws and regulations
• Not interfere with or disrupt the integrity or performance of our Website or services
• Not attempt to gain unauthorized access to any portion of the Website or our systems
• Not use our services for any unlawful or fraudulent purpose

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Company Property

All content, features, and functionality on the Website, including but not limited to text, graphics, logos, icons, images, software, documentation, and methodologies, are the exclusive property of BAIFRONT or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

6.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for its intended purpose. This license does not include any right to reproduce, distribute, modify, or create derivative works from our content.

6.3 Client Data

You retain all ownership rights to your data, files, and information that you provide to us or that we access in the course of providing services ("Client Data"). We claim no intellectual property rights over Client Data.

6.4 Feedback

Any feedback, suggestions, or ideas you provide to us regarding our services may be used by us without any obligation to you.

7. PAYMENT TERMS

7.1 Fees

Fees for services will be specified in separate agreements or invoices. Tier 1 assessments are provided at no charge. Tier 2 and Tier 3 services require payment according to the terms specified in your agreement.

7.2 Payment Schedule

Payment terms will be specified in your Master Service Agreement or Statement of Work. Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date.

7.3 Late Payment

Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with overdue balances.

7.4 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes. You are responsible for paying all such taxes except those based on our net income.

8. TERM AND TERMINATION

8.1 Term

These Terms remain in effect while you use the Website or our services.

8.2 Termination by Client

You may terminate your use of services according to the terms specified in your service agreement. Tier 1 assessments may be discontinued at any time. Tier 2 and Tier 3 services require written notice as specified in your agreement.

8.3 Termination by Company

We reserve the right to terminate or suspend your access to services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms.

8.4 Effect of Termination

Upon termination, your right to use the Website and services will immediately cease. Provisions that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. DISCLAIMER OF WARRANTIES

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BAIFRONT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Website or services will meet your specific requirements
• The Website or services will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Website or services will be accurate or reliable
• Any errors in the Website or services will be corrected

WHILE WE STRIVE TO PROVIDE RELIABLE DATA BACKUP AND RECOVERY SERVICES, WE CANNOT GUARANTEE COMPLETE DATA RECOVERY IN ALL CIRCUMSTANCES. SPECIFIC SERVICE LEVEL COMMITMENTS ARE OUTLINED IN SEPARATE SERVICE LEVEL AGREEMENTS.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BAIFRONT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Website or services
• Any conduct or content of any third party on the Website
• Any content obtained from the Website
• Unauthorized access, use, or alteration of your transmissions or content

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SPECIFIC LIABILITY LIMITATIONS FOR TIER 3 MANAGED SERVICES MAY BE DETAILED IN YOUR SERVICE LEVEL AGREEMENT.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless BAIFRONT and its affiliates, officers, directors, employees, agents, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Website or services
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Any content or data you provide to us

12. CONFIDENTIALITY

We recognize the sensitive nature of your business data. We will maintain the confidentiality of your Client Data and proprietary information in accordance with our Privacy Policy and any separate Non-Disclosure Agreement executed between the parties. Specific confidentiality obligations are detailed in service agreements.

13. DATA BACKUP AND RECOVERY DISCLAIMER

While BAIFRONT specializes in data backup and recovery services and employs industry best practices:

• We cannot guarantee 100% data recovery in all situations
• Data loss may occur due to factors beyond our control, including but not limited to hardware failures, software corruption, natural disasters, or cyber attacks
• Your specific recovery time objectives (RTO) and recovery point objectives (RPO) will be defined in your Service Level Agreement
• It is your responsibility to maintain appropriate insurance coverage for business interruption and data loss
• We strongly recommend maintaining multiple backup strategies and regularly testing recovery procedures

14. THIRD-PARTY SERVICES AND LINKS

The Website may contain links to third-party websites or services that are not owned or controlled by BAIFRONT. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable for any damage or loss caused by or in connection with the use of any such third-party services.

15. FORCE MAJEURE

We shall not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16. MODIFICATIONS TO TERMS

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website or services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Website and services.

17. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of or related to these Terms or the Website shall be instituted exclusively in the federal or state courts located in Texas. You waive any objection to venue in such courts and any claim that such courts are an inconvenient forum.

18. DISPUTE RESOLUTION

18.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, the parties agree to first attempt to resolve the dispute informally by contacting us at the contact information provided below.

18.2 Arbitration

If the dispute cannot be resolved informally within thirty (30) days, either party may initiate binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Texas, and the decision of the arbitrator shall be final and binding.

18.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

19. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

20. WAIVER

No waiver by BAIFRONT of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

21. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and BAIFRONT regarding the use of the Website and services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

22. ASSIGNMENT

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent. Any attempted assignment in violation of this section shall be void.

23. NOTICES

All notices to BAIFRONT under these Terms shall be in writing and sent to:

We may provide notices to you via email to the address you provided or by posting on the Website.

24. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.