Terms and Conditions of Use and Disclaimer

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.  The term “Expert Network” means the BayBio Expert Network, an educational service provided by NEST Committee of the BayBio Institute (“BayBio”).  By using the Expert Network, you signify your consent to these terms and conditions. BayBio reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of Expert Network following the posting of changes to these terms will mean you accept these changes.

Copyrights, Trademarks, and Restrictions

The content of the materials provided by the Expert Network is protected pursuant to U.S. and international copyright laws by BayBio or contributing volunteers and members.  All materials provided by the Expert Network are the copyrighted property of their respective owners.  All trademarks, service marks and trade names, owned by BayBio or contributing volunteers and members are protected by state, federal, and international trademark law.  All trademarks appearing in the materials provided by the Expert Network are the property of their respective owners. 

Except where otherwise noted, permission to use such materials from the Expert Network is granted, provided that (1) none of the copyright, trademark, or other proprietary notices are removed, and (2) the materials are not edited or modified in any way without prior written consent.  Further, you agree to abide by all additional copyright notices, information, or restrictions contained in any material or content provided to you by the Expert Network.

No Obligation to Provide Services, Limited License

The services provided by the Expert Network are being provided free of charge and solely for educational purposes.  You acknowledge and agree that the Expert Network, BayBio and its members, directors, officers, agents, volunteers and others who provide services in connection with the Expert Network are not obligated to render you any such services nor are they providing you with any warranty or other assurance with respect the services they do render, including, without limitation, the accuracy of any advice given or the results you may obtain by using these services.  You are being granted a limited license to use materials available through the Expert Network for your educational purposes only.  This does not create or imply any duty to you, fiduciary or otherwise, nor any legal liability on the part of Expert Network, BayBio, or any of its directors, officers, agents, members, or volunteers. 

Privacy and Confidentiality

All parties are bound by the BayBio Nest Virtual Incubator Expert Network Confidentiality Policy and Agreement, which is incorporated by reference into this Terms and Conditions of Use and Disclaimer.

Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES AND THE materials AVAILABLE THROUGH THE help desk IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, or noninfringement. Expert Network, and BayBio assume no liability or responsibility for any errors or omissions in the content of the materials or services provided.

Limitation of Liability

Under no circumstances and under no legal theory shall Expert Network, BayBio, its directors, officers, agents, members, or volunteers, or any other party involved in creating, producing, or delivering the materials and services be liable for ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RELATED TO YOUR VIOLATION OF THESE TERMS OR THAT RESULT FROM THE USE OF services provided by the Expert Network.  THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS. 

Indemnification

You agree to indemnify and hold harmless, and upon request, defend Expert Network, BayBio, its directors, officers, agents, members, or volunteers, or any other party involved in providing services or creating, producing, or delivering materials from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of Expert Network services and materials and/or breach of these terms.  Help Desk and BayBio reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Expert Network and BayBio in asserting any available defenses.

Termination

You are free to terminate your use of Expert Network services at any time for any reason.  Expert Network and BayBio may terminate or suspend the privileges of any person to use Expert Network and its related services without notice for any reason in its sole discretion, including but not limited to having reached the conclusion that any person has breached these terms or applicable rules.

Choice of Forum

These terms shall be governed by and construed in accordance with the laws of the State of California, without giving any effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts sitting in San Mateo County, California and you hereby consent to the personal jurisdiction of such courts for the purpose of litigating any action.  These terms are considered mandatory and not permissive in nature, thereby precluding the possibility of litigation in any other place.

Integration

These terms and conditions constitute the complete statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter hereof.

Severability

If any provision of these terms is found to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that these terms will in any event remain valid and enforceable.