Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity you represent, and BAER CANYON INVESTMENTS, LLC, a Utah limited liability company doing business as Baer Canyon. By accessing or using our website located at www.baercanyon.buzz, by engaging our professional services, by submitting any inquiry through our website, or by otherwise interacting with our organization in the course of business, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all terms incorporated by reference herein.

If you do not agree to these terms in their entirety, you are expressly prohibited from using our website and must discontinue use immediately. Your continued use of the website or services following the posting of revised Terms of Service constitutes your acceptance of the revised terms. We recommend that you periodically review these Terms of Service to remain informed of any changes that may affect your rights or obligations.

By accepting these terms, you represent and warrant that you are at least eighteen years of age, that you have the legal capacity to enter into a binding agreement, and that if you are accepting these terms on behalf of a company, organization, government entity, or other legal person, you have full authority to bind that entity to these terms.

2. Definitions

For purposes of these Terms of Service, the following definitions apply. Client means any individual or entity that engages Baer Canyon to provide services pursuant to a separate written agreement or statement of work. Confidential Information means all non-public information disclosed by one party to the other in connection with the services, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Deliverables means all work product, reports, designs, code, documentation, diagrams, architectures, configurations, and other materials created by Baer Canyon in the course of providing services to a Client. Services means the computer systems design, architecture consulting, cloud infrastructure engineering, systems integration, cybersecurity, managed IT operations, and related professional services offered by Baer Canyon. Statement of Work or SOW means a written document executed by both parties that defines the specific scope, timeline, deliverables, and fees for a particular engagement. Website means www.baercanyon.buzz and all associated subdomains, pages, and content.

3. Description of Services

Baer Canyon provides enterprise-grade technology consulting and implementation services in the field of computer systems design and related services. Our service offerings include but are not limited to systems architecture and design, cloud infrastructure engineering, systems integration, cybersecurity engineering, managed IT operations, and digital transformation consulting. The specific scope, deliverables, timeline, and fees for any engagement are defined in a mutually executed Statement of Work or service agreement between the parties. No binding service obligation arises from general website content, marketing materials, or preliminary consultations alone. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with reasonable notice to affected clients. We also reserve the right to decline service to any individual or entity at our sole discretion, provided such declination does not violate applicable anti-discrimination laws.

4. Website Use and Access

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for your legitimate business purposes in accordance with these Terms of Service. You agree not to use the website for any unlawful purpose or in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the website. You agree not to attempt to gain unauthorized access to any portion of the website, to any other systems or networks connected to the website, or to any of our servers, through hacking, password mining, automated scripts, or any other illegitimate means. You agree not to use any robot, spider, scraper, or other automated means to access the website for any purpose without our express prior written permission. You agree not to upload or transmit any viruses, worms, Trojan horses, or other malicious code through the website or any of its interactive features. We reserve the right to monitor website traffic and usage patterns, to investigate suspected violations of these Terms of Service, and to restrict, suspend, or terminate your access to the website at any time, without prior notice, if we determine in our reasonable judgment that you have violated these terms or that your conduct poses a risk to our systems or to other users.

5. Intellectual Property Rights

All content on this website, including but not limited to text, graphics, logos, icons, images, data compilations, page layout, underlying code, software, and design elements, is the exclusive property of BAER CANYON INVESTMENTS, LLC or its content suppliers and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The compilation of all content on this website is the exclusive property of Baer Canyon and is protected by applicable intellectual property laws. The trademarks, service marks, trade names, logos, and brand identifiers displayed on this website, including the name Baer Canyon, are registered and unregistered trademarks of BAER CANYON INVESTMENTS, LLC. Nothing on this website or in these Terms of Service grants any license or right to use any trademark without our prior written permission. Any unauthorized use of our intellectual property is strictly prohibited and may result in legal action. Regarding deliverables created in the course of a service engagement, ownership and license rights are defined in the applicable SOW or service agreement.

6. Client Obligations and Responsibilities

Clients engaging our services agree to provide us with timely access to facilities, systems, personnel, and information reasonably required for us to perform the services defined in the applicable SOW. Clients agree to designate a primary point of contact with sufficient authority to make decisions and provide approvals necessary for the progression of the engagement. Clients are responsible for maintaining current backups of their data and systems prior to any migration, integration, or other transformative work performed by Baer Canyon, unless backup services are explicitly included in the scope of the engagement. Clients are responsible for ensuring that their use of our services and deliverables complies with all applicable laws, regulations, and industry standards. Clients are responsible for obtaining and maintaining any third-party licenses, subscriptions, or approvals required for the systems we configure, integrate, or manage on their behalf. We rely on the accuracy and completeness of information provided by the Client, and we are not responsible for delays or issues arising from incomplete or inaccurate Client-provided information.

7. Fees, Payment, and Billing

Fees for our services are set forth in the applicable SOW, service agreement, or proposal accepted by the Client. Fees may be structured as fixed-price project fees, time-and-materials billing at agreed hourly or daily rates, or recurring monthly fees for managed services engagements. Unless otherwise specified, all fees are stated in United States dollars and are exclusive of applicable taxes, which will be added to invoices where required by law. Payment terms are specified in the applicable service agreement. For standard engagements, invoices are due net thirty days from the invoice date unless otherwise agreed in writing. Late payments may accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend or terminate services for non-payment after providing reasonable notice and an opportunity to cure the outstanding balance.

8. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party and to use such Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms of Service and the applicable service agreement. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own information of similar sensitivity, but in no event less than reasonable care. Neither party shall disclose the other party's Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available through no breach of these terms, is already in the receiving party's possession without obligation of confidentiality at the time of disclosure as demonstrated by written records, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully obtained by the receiving party from a third party without restriction on disclosure. The duty of confidentiality survives termination of the service relationship and continues for a period of three years from the date of last disclosure, or indefinitely for information that constitutes a trade secret or personally identifiable information under applicable law.

9. Warranties and Disclaimers

Baer Canyon warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty is valid for a period of thirty days from the date of service delivery. For any breach of this warranty, your sole and exclusive remedy is re-performance of the non-conforming services at our expense or, if re-performance is not commercially practicable, a refund of fees paid for the non-conforming portion of the services.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES AND WEBSITE CONTENT ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BAER CANYON INVESTMENTS, LLC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT OUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BAER CANYON INVESTMENTS, LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE USE OF OR INABILITY TO USE OUR WEBSITE, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO BAER CANYON DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE REMEDIES PROVIDED UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless BAER CANYON INVESTMENTS, LLC, its affiliates, and its and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees, including reasonable attorneys fees, arising out of or relating to your violation of these Terms of Service, your use of our website or services in a manner not authorized by these terms or applicable law, your infringement of any intellectual property or other right of any third party, or any claim that information or materials you provided to us caused damage to a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

12. Termination

For website use, we may terminate or suspend your access to the website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use the website will cease immediately. All provisions of these terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability. For service engagements, termination rights and procedures are defined in the applicable service agreement or SOW. Either party may terminate a service agreement for material breach by the other party if the breaching party fails to cure such breach within thirty days following written notice describing the breach in reasonable detail.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms of Service or any service agreement arising from causes beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, civil unrest, epidemic or pandemic, government orders, embargoes, strikes, labor stoppages, utility or telecommunications failures, Internet service provider failures, and denial-of-service attacks. The affected party shall provide prompt notice and shall use reasonable efforts to resume performance. If the event continues for more than thirty days, either party may terminate the affected engagement upon written notice.

14. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms of Service, the website, or our services shall first be attempted to be resolved through informal negotiation. The party raising a dispute shall provide written notice describing the nature of the dispute and the relief sought. The parties shall meet and confer in good faith, either in person or by video conference, within thirty days of such notice to attempt amicable resolution. If the dispute cannot be resolved within sixty days of the initial notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Davis County, Utah, or at a mutually agreed location. The arbitrator shall have authority to award the same damages and relief that a court could award. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm. Disputes will be resolved on an individual basis only, not as part of any class, consolidated, or representative action.

15. Governing Law and Jurisdiction

These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. Subject to the dispute resolution provisions above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Davis County, Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

16. General Provisions

Entire Agreement: These Terms of Service, together with any applicable SOW, service agreement, and our Privacy Policy, constitute the entire agreement between you and Baer Canyon regarding the use of our website and services and supersede all prior agreements, understandings, and communications, whether written or oral. Severability: If any provision is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent, or severed if modification is not possible, with remaining provisions continuing in full force and effect. Waiver: No waiver of any term or condition shall be deemed a further or continuing waiver of such term or a waiver of any other term. Our failure to assert any right shall not constitute a waiver of such right. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent, and any purported assignment in violation of this provision shall be null and void. We may assign or transfer our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets. Relationship of the Parties: Nothing in these Terms of Service shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Baer Canyon. Each party is an independent contractor and is solely responsible for its own conduct and obligations. Notices: All notices required or permitted under these Terms of Service shall be in writing and delivered by email or by certified mail, return receipt requested, to the addresses set forth in these terms or to such other address as a party may designate by notice.

17. Contact Information

For questions, concerns, or inquiries regarding these Terms of Service, please contact us at:

BAER CANYON INVESTMENTS, LLC
304 S Mountain Road
Fruit Heights, UT 84037-2320
United States of America

Email: support@baercanyon.buzz
Phone: +1 (920) 516-8119
Website: www.baercanyon.buzz