Terms of Service — Bayside Operations Technology

Terms of service.

Bayside Life Science Consultants, LLC d/b/a Bayside Operations Technology, LLC (“Bayside” “we,” “us,” or “our”) welcomes you to www.baysideops.com (the “Website”).

We provide our Website to you subject to the following Terms of Service, which may be updated by us from time to time without notice to you. In relevant part, these Terms of Service also apply to your use, possession and/or purchase of the goods and services offered by Bayside (“Products”). By browsing the public areas or by accessing and using the Website, or by using, possessing or purchasing Products, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Service and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement.”). If you do not agree to any of these terms, then please do not use the Website.

1. DESCRIPTION OF WEBSITE.

Bayside helps businesses and healthcare organizations of all sizes improve the medical and physical safety of their employees, visitors, patients, and facilities, and reduce operating expenses for the business and healthcare organization. You are welcome to browse the Website as a visitor without providing any information to us. Registered users (“Registered Users”) of our Website can (i) view all publicly-accessible content, (ii) email us, (iii) place Product orders, on an individual or group basis, (iv) sign-up for alerts and other notifications, and (v) sign-up for promotions. If you would like to use our Website as a Registered User, you will need to create a user account. During the registration process, you will have to provide your name, email address, shipping address and create a user name and password for your account. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your Registered User account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We are under no obligation to accept you as a Registered User, and may accept or reject any registration, in our sole and absolute discretion.

2. STANDARD RULES

By accessing and/or using the Website, you hereby agree to comply with the rules listed below:

· You will not use the Website for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

· You will not access or use the Website to collect any market research for a competing businesses;

· You will not upload, post, e-mail, transmit, or otherwise make available any content that:

o infringes any copyright, trademark, or other proprietary rights of any person or entity; or

o is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or

o discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information;

· You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and

· You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.

We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice.

3. RESTRICTIONS

The Website is available for individuals aged 13 years or older. If you are 13 or older, but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

4. PAYMENT; SHIPPING

You are required to pay the fees associated with the Products you purchase, including, without limitation all shipping fees assessed by Bayside at its sole discretion. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any purchase, and you agree to pay all charges resulting from your purchase of Products at the prices then in effect, including any unauthorized charges incurred prior to your notifying Bayside of such charges. We may use third party providers to process your payment and you agree that such third party provider may immediately authorize your credit card for payment of any such fees associated with Products you purchase.

If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Website to contact customer service.

All Products will be shipped F.O.B. shipping point and title and risk of loss shall pass to you upon delivery of Products to a common carrier. We can provide estimated arrival times for each Product upon request from you, but are not liable for any delays that may occur.

5. LIMITED WARRANTY; REFUNDS

IF YOU HAVE PURCHASED, POSSESS OR ARE USING A PRODUCT PROVIDED, DISTRIBUTED OR RESOLD BY BAYSIDE, INCLUDING BUT NOT LIMITED TO AN AUTOMATED AI TEMPERATURE SCREENING SYSTEM MANUFACTURED BY RICHTECH CREATIVE DISPLAYS, LLC (”AATSS”), PLEASE BE ADVISED THAT THE MAUFACTURER OF SUCH PRODUCT IS SOLELY RESPONSIBLE FOR ANY AND ALL WARRANTIES ON THE PRODUCT. BY YOUR PURCHASE, POSSESSION OR CONTINUED USE OF THE PRODUCT(S), YOU AGREE AS FOLLOWS:

BAYSIDE OFFERS NO WARRANTY AND DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS REGARDING THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON‑INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE; SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED BY BAYSIDE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THIRTY (30) DAYS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THESE WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE MANUFACTURER’S WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE..

THE LIMITED WARRANTY FROM THE MANUFACTURER IS THE SOLE WARRANTY, EXPRESS OR IMPLIED, APPLICABLE TO THE PRODUCT(S); BAYSIDE IS NOT THE MANUFACTURER OF ANY PRODUCT.

Versions of such manufacturer’s warranties may be viewed at https://www.baysideops.com/ai-product-warranty, or will be provided to you by written request to Bayside; provided however that Bayside is providing such terms as a convenience and does not represent that the versions of manufacturers’ warranties that we provide are current or accurate. Contact the applicable manufacturer for more information.All Product purchases are final unless otherwise stated and Bayside shall accept returns at its sole discretion.

6. INTELLECTUAL PROPERTY

The Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Bayside or its permitted third parties (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us.. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Bayside (“Bayside Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Bayside. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Bayside Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Bayside Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

7. COMMUNICATIONS TO BAYSIDE AND USER SUBMISSIONS

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential or proprietary information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

You retain all copyrights and other intellectual property rights in and to anything you post to the Website. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all submissions you provide to us in any media now known or hereafter devised and for any purpose.

8. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY

OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 5: (I) WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE, THE CONTENT, OR THE PRODUCTS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE, (II) THE WEBSITE, THE CONTENT, AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH PRODUCTS, ANY THIRD-PARTY SOFTWARE, OR ANY THIRD-PARTY WEBSITES WILL CREATE ANY WARRANTY FROM BAYSIDE.AND (III) YOU AGREE THAT YOU USE THE WEBSITE, THE CONTENT, AND THE PRODUCTS AT YOUR OWN RISK.

OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 5: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BAYSIDE, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRIBUTORS OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, EXEMPLARY, PUNITIVE, INDIRECT OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, DAMAGE FOR EXPOSURE OF PERSONAL OR IDENTIFYING INFORMATION, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE (INCLUDING BUT NOT LIMITED TO ANY PRIVACY LAWS, SUCH AS, THE GENERAL DATA PROTECTION REGULATION, THE CALIFORNIA CONSUMER PRIVACY ACT, OR THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT) OR OTHERWISE) EVEN IF BAYSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, BAYSIDE’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’, CONTRIBUTORS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. You acknowledge that Bayside has entered into this Agreement in reliance upon the disclaimers and the limitations of liability set forth herein, and that the same is an essential basis of the bargain between the parties and reflects a reasonable and fair allocation of risks.

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE WEBSITE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.

THE WEBSITE IS NOT INTENDED TO BE A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE IN DIAGNOSING, TREATING, OR PREVENTING THE PERSON-TO-PERSON OR SURFACE-TO-PERSON TRANSMISSION OF A HEALTH PROBLEM. YOU SHOULD SEEK ADVICE FROM YOUR LICENSED HEALTH CARE PROVIDER OR EPIDEMIOLOGIST FOR ANY SPECIFIC HEALTH CARE CONCERNS AND BEFORE BEGINNING ANY TREATMENT PROGRAM OR PROGRAM TO REDUCE THE SPREAD OF PERSON-TO-PERSON OR SUFACE-TO-PERSON DISEASE TRANSMISSION IN ANY TYPE OF FACILITY OR POPULATION

Unless expressly indicated on a Product package, Bayside does not offer, resell or distribute medical devices. Products are not intended to diagnose, treat, cure, or prevent any disease or health condition, and do not have FDA or MedCE approval.

Temperature sensing products should be used by healthy adults in a stable environment and are only meant to inform you about your overall wellbeing. No medical advice can be concluded from the measured temperature data, and Products cannot replace the services of health care professionals. Deviations from the normal body temperature range should be investigated by a health care professional and no conclusion regarding your health can be drawn from a temperature reading that is within the healthy range. Never disregard professional medical advice or delay in seeking it because of the temperature measurements by products.

WE RESERVE THE RIGHT TO CANCEL OR MODIFY AN ORDER WHERE IT APPEARS THAT A CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY OR UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE ORDER CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.

9. EXTERNAL SITES

The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising from or regarding (in whole or in part) the use or misuse of the Website, Content or the Products by you or your employees, agents, contractors, workers, guests or invitees (collectively, “Personnel”).. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. COMPLIANCE WITH APPLICABLE LAWS

The Website is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. If you are not located in the United States, or you use of this site transfers your data through a country other than the United States, you are not permitted to use the Site.

12. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.

13. DIGITAL MILLENNIUM COPYRIGHT ACT

Bayside respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

14. MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New Jersey, without giving effect to its principles of conflicts of laws.

To the extent permitted by applicable law, you must give Notice of any dispute or Claim against Bayside at least 90 days before pursuing or filing any other remedy in law or equity. “Notice” by you, for purposes of this Agreement, means a writing delivered to Bayside by certified mail, including the claimant’s name, address, daytime telephone number, email address, and a reasonably complete statement of the nature of and grounds for the Claim. Such complete and timely notice is a condition precedent to your right to pursue any remedy or Claim against Bayside. Any Notices to you shall be provided to you through the Bayside Site or given to you via the email address or by regular mail to the physical address you provide to Bayside during the registration process.

YOU AND BAYSIDE MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after this Agreement terminates or your relationship with Bayside ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Bayside, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND BAYSIDE. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), this Website, Content, Products, any other goods or services made available through the this website, your relationship with Bayside, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Bayside, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Bayside and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND BAYSIDE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

Arbitrations shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Princeton, New Jersey. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

YOU UNDERSTAND AND AGREE THAT YOU AND BAYSIDE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND BAYSIDE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST BAYSIDE, WHICH MAY ADDRESSED SEPARATELY. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

Notwithstanding the foregoing, we may bring an action for injunctive relief in any court of competent jurisdiction.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Payment;Shipping,” “Limited Warranty; Refunds,” “Intellectual Property,” “Communications to Bayside And User Submissions,” “Warranty Disclaimer/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.