Last Modified: December 2019
1.3. By accessing or using the Service offered by Us you are confirming that you have read, understand and accept this Agreement.
1.5. Modifications will become effective upon the earlier acceptance of the modified Agreement, your use of the Service with the actual knowledge of the modified Agreement, or 30 days after our publication of the modified Agreement on our website: www.silvabay.com
1.7. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: www.silvabay.com
1.8. Though we will notify you of any changes that, in our sole discretion, materially impact this Agreement, continued use of the Service after any such changes have been made will constitute your consent to such changes.
1.9. When we change this Agreement, we will update the “Last Modified” date above.
1.10. By using our Service, you confirm that:
(a) You are at least 19 years old or otherwise able to enter into a legally binding agreement;
(b) You accept and will comply with this Agreement; and
(c) If you are using our Service as a representative of an organization, you have the power to enter into legally binding agreements for the organization;
1.12. Our website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this website at any time, but we have no obligation to update any information on our website. You agree that it is your responsibility to monitor changes to our website.
2.1. “Account” means a unique account created for you or employees of your company to access the Service.
2.2. “Authorized users” means anyone (individual or company) that You authorize to access Your account.
2.3. “Customer(s), User(s), You, Your”: and similar terms whether capitalized or in lower case means the person or legal entity assessing or using our Services. To avoid doubt, if you are accessing and using the Service on behalf of a company (such as Your employer) or other legal entity, You, Your, or Customer means the company or other legal entity that you are using the Software Service on behalf of.
2.4. “Customer Data” means all data, information, content or material submitted by the Customer or on behalf of the Customer in connection with the use of the Service, storage space and/or the Account.
2.6. “Third-Party Services” means services that are not provided by Us and as further defined in Section 3.
3. Third Party APPLICATIONS and websites
3.1. Our website is integrated with or may otherwise interact with third party applications, website plugins, cookies, other websites and payment processing services (“Third Party Applications”) in order to make the Service available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies.
3.2. You understand that your information, including your credit card information, may be transferred unencrypted to third parties and involve:
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
You further understand that We are unable to control the security of that information.
3.3. You understand and agree that Silva Bay is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications, nor does Silva Bay warrant the compatibility or continuing compatibility of the Third Party Applications with the Service.
3.4. This Service may contain links and references to websites of others.
3.5. We may, from time to time, at our sole discretion, add or remove links to other websites. These links are provided solely as a convenience to you, and access to any such websites is at your own risk.
3.7. Silva Bay does not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites.
3.8. In no event will We be responsible for the information contained in such websites, their practices or for your use of, or inability to use, such websites, or transmissions received from such sites.
3.10. Save to the extent required by law, We have no special relationship with or fiduciary duty to you.
3.11. It is understood and agreed that Silva Bay has no control over, and no duty to edit or review for accuracy or appropriateness of any information or data provided by you or information provided by any supplier offering services by means of our Service (“Third Party Suppliers”).
3.12. We do not provide any warranty whatsoever, neither on behalf of our self nor on behalf of any Third Party Application or with respect to any services of Third Party Suppliers. It is hereby made explicitly clear that Silva Bay shall not be held responsible for any acts and/or omissions on the part of any Third Party Supplier.
4. limitation of liability and indemnity
4.2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SILVA BAY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, THEFT OR LOSS OF DATA WHETHER BY FAULT OF US OR A THIRD PARTY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF SILVA BAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
4.3. IN NO EVENT WILL SILVA BAY’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE USE OF THE SERVICES EXCEED THE AMOUNT YOU PAID FOR THE SERVICES.
5.1. We are committed to ensuring the protection of user privacy through responsible personal information practices. Our website only collects specific personal information from users (such as name, phone number or email) as well as credit card information if they supply it.
5.3. Users agree that as part of the service, they may receive certain communications from Silva Bay or its strategic partners.
5.4. Communications may include account creation confirmations, service announcements, administrative messages, alerts, newsletters and commercial offerings from Silva Bay or its partners.
5.5. Users may, at any time, request to be removed as users. Any personal information provided by users is protected under federal privacy laws.
5.6. When a user registers an account, they recognize that they may be asked to share potentially sensitive information. We will only share this information as required to provide you the Services.
5.7. Definition of Confidential Information. For the purpose of this Agreement, “Confidential Information” means non-public information of Silva Bay or the User disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which (i) a reasonable person would consider confidential or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of this Agreement by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
5.8. Protection of Confidential Information. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations hereunder and who agreed to be bound by these obligations of confidentiality and non-disclosure.
6. Data Protection
6.1. The Parties shall comply with the applicable provisions of data protection law and commit their employees engaged in connection with this Agreement and the execution thereof to data protection, except to the extent that they are already under a general obligation to act accordingly.
6.2. Silva Bay shall only process personal data of the User to the extent required to execute provide the Services. User consents to the processing of such data to this extent.
6.3. You further authorize Silva Bay to store your credit card information on our servers and in the third party services used by Us.
7.1. We may refuse to provide service to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Service for any reason, at any time, without notifying you in advance.
7.2. If we terminate your access to the Service because you violated these Terms, you will NOT receive a refund for any products or services purchased from Us.
8. Use of terms and headings
8.1. The headings in this Agreement are aids for speedy reference, and have no legal significance.
8.2. The headings are not part of the Agreement and may not be considered for the purpose of interpreting it.
9. Applicable Law
9.1. This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia. The Parties hereby irrevocably attorn to the courts of the Province of British Columbia to handle all disputes in connection with this Agreement, including any document to be delivered hereunder.
10. Successors and Assigns
10.1. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
11. no waiver
11.1. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
12.1. If any provision of this Agreement is determined to be illegal or unenforceable, such provision will be ineffective to the extent of such illegality or unenforceability, but will not invalidate or affect the validity or enforceability of the remaining provisions of this Agreement.