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BAYO.Social Terms and Conditions of Service

Last Updated: November 18, 2025

ATTENTION: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICE. THIS IS A LEGALLY BINDING AGREEMENT.

By clicking the "I Agree," "I Accept," or similar button, or by otherwise accessing or using the BAYO.Social platform or any associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions ("T&Cs"). These T&Cs, together with our Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and BAYO.Social, a company based in Montreal, Quebec. If you do not agree to these T&Cs, you may not use the Service.

1. Acceptance of Terms and Eligibility

1.1. Contract Formation

You agree that by performing an affirmative action, such as clicking a checkbox or button confirming your acceptance, you are providing explicit and demonstrable consent to these T&Cs, creating a valid, legally binding contract with BAYO.Social.

1.2. Eligibility

You represent and warrant that you are of the legal age of majority in your jurisdiction of residence to enter into a binding contract (typically 18 years old) and that you have the authority to bind yourself to these T&Cs.

1.3. Incorporated Documents

These T&Cs incorporate by reference the Privacy Policy and the Acceptable Use Policy (AUP). Your agreement to these T&Cs confirms your acceptance of all terms contained within those referenced documents.

2. Service Description and Financial Terms

2.1. Service Description

BAYO.Social provides a digital platform that enables users to connect their third-party social networking accounts to create, store, share, and interact with archived content and data, facilitating profile backup and archival services.

2.2. Financial and Pricing Accuracy (Quebec Users)

If you are a consumer residing in Quebec:

  • Price Accuracy: We are legally obligated not to charge you a price for services higher than that which was advertised on our website, including the price displayed at the final checkout step.

  • Contract Copy: We must provide you with a copy of the contract, including these T&Cs and the specifics of your transaction, within fifteen (15) days of your purchase. This copy will be provided in a format that you can easily save and print.

3. Intellectual Property, Content, and License Grant

3.1. Platform Ownership

All intellectual property rights, title, and interest in and to the Platform, the Service itself, and any subsequent corrections, modifications, enhancements, or derivative works (including technical usage data) are and shall remain the sole and exclusive property of BAYO.Social. All rights not expressly granted to you are reserved by us.

3.2. User-Generated Content (UGC) Ownership

You retain all ownership rights in the content, data, posts, photos, and messages you upload, transmit, or store on the Service (collectively, "UGC").

3.3. License Grant to BAYO.Social

By uploading or storing UGC on the Service, you automatically grant BAYO.Social a worldwide, non-exclusive, perpetual, royalty-free, transferable, and sub-licensable license to host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display the UGC. This license is necessary for the platform to operate the Service, deliver the core backup functionality, and perform technical maintenance.

3.4. UGC Warranties and Indemnity

You warrant that: (i) you either own the UGC or have secured all necessary rights and permissions required to grant the license in Section 3.3; and (ii) your UGC is accurate, relevant, and does not infringe upon any third party’s intellectual property, privacy, or moral rights.

Indemnification: You agree to indemnify, defend, and hold harmless BAYO.Social and its affiliates from and against any and all claims, liabilities, damages, and costs (including legal fees) arising from: (a) your use of the Service; (b) any breach of the warranties in this Section 3.4; or (c) any third-party claim alleging that your UGC infringes any intellectual property right, proprietary right, or privacy right of that third party.

4. Acceptable Use Policy (AUP) and Enforcement

4.1. Prohibited Activities

Your access to and use of the Service are conditioned upon your adherence to the Acceptable Use Policy (AUP). You are strictly prohibited from engaging in, or encouraging others to engage in, the following activities:

  • Unlawful Content: Uploading, displaying, or distributing content that is illicit, defamatory, discriminatory, or involves unauthorized copyrighted material.

  • Unauthorized Access: Accessing or attempting to access any account or system for which you lack authorization; probing, scanning, or testing the vulnerability of our systems.

  • System Interference: Spreading malware or harmful code; or interfering with the operation of the Service, servers, or networks.

  • Unauthorized Commercial Use: Selling content to others, charging third parties for access to your account, or otherwise using, selling, or sharing the Service for any unauthorized commercial purpose, including the unauthorized resale of digital assets.

  • Credential Misuse: Sharing your login credentials or API Key (if provided) with any third party, or failing to maintain their security.

4.2. Enforcement and Consequences

We reserve the unqualified right to investigate any suspected breach of the AUP. Enforcement actions may include, but are not limited to:

  • Formal warning.

  • Temporary or permanent account suspension.

  • Immediate termination of your account without prior notice.

In cases involving illegal activity (e.g., severe cyberbullying, distribution of illicit content, or unauthorized system attacks), we reserve the right to immediately suspend or terminate the account and to cooperate fully with law enforcement, including the disclosure of relevant user data.

5. Warranties and Disclaimers

5.1. "AS IS" and "AS AVAILABLE" Disclaimer

THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. BAYO.SOCIAL EXPLICITLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5.2. Exclusion of Implied Warranties

To the extent permitted by applicable Canadian law, we expressly disclaim all implied conditions and warranties, including, without limitation:

  • The implied condition of the right to sell and the implied warranty of quiet possession.

  • The implied warranties of merchantability, satisfactory quality, and fitness for a particular purpose.

We do not warrant that the Services will meet your requirements, operate without interruption, achieve any intended result, be compatible with your software, or be secure, accurate, complete, free of harmful code, or error-free.

6. Limitation of Liability

6.1. Exclusion of Consequential Damages

To the maximum extent permitted by law, BAYO.Social shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or indirect damages whatsoever. This exclusion includes, without limitation, damages for loss of data, loss of profits, loss of revenue, business interruption, or loss of goodwill.

6.2. Maximum Liability Cap

In the event BAYO.Social is found liable for any damages, the total cumulative liability of BAYO.Social for any and all claims arising out of or relating to these T&Cs or the Services shall be limited to the greater of (i) One Hundred Canadian Dollars ($100 CAD) or (ii) the total fees paid by you to BAYO.Social in the twelve (12) months immediately preceding the event giving rise to the claim.

6.3. Mandatory Civil Code Exception

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR INTENTIONAL FAULT (FAUTE LOURDE OU INTENTIONNELLE) OF BAYO.SOCIAL or its representatives. Under Quebec Civil Law, liability for such faults cannot be limited or excluded by contract.

7. Termination and Data Handling

7.1. Termination

We reserve the right to suspend or terminate your access to the Service or your account immediately if you breach these T&Cs, particularly the AUP.

7.2. Post-Termination Data Destruction

Upon termination, your data will be handled in accordance with our Privacy Policy:

  • Grace Period: Following termination, we may offer you a limited grace period (e.g., 30 days) during which you may request or download a final copy of your stored data.

  • Secure Erasure Mandate: Upon the expiration of the grace period or immediate request, we shall erase, destroy, and render unreadable all your UGC and Customer Data. This includes secure destruction of all backup copies created at any vendor or subcontractor site.

  • Certification: We agree to certify such erasure in writing to you upon request, confirming the secure destruction of the data.

8. Governing Law and Dispute Resolution

8.1. Governing Law and Jurisdiction

These T&Cs shall be governed by, and interpreted in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein.

The parties agree to irrevocably submit to the exclusive jurisdiction of the competent courts located in the District of Montreal, Province of Quebec.

8.2. Restriction on Dispute Clauses (Quebec Consumers)

If you are a consumer residing in the Province of Quebec, we acknowledge and agree that any clause within these T&Cs that would restrict your right to go before a Quebec court, including any mandatory arbitration agreement or foreign forum-selection clause, is null and void and shall not be enforced against you, as required by the Quebec Consumer Protection Act.

9. Miscellaneous Provisions

9.1. Severability

If any provision of these T&Cs is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable (such as a mandatory arbitration clause applied to a Quebec consumer), that provision shall be deemed severed from the T&Cs. The remaining provisions shall remain in full force and effect.

9.2. Amendments

BAYO.Social reserves the right to modify these T&Cs at any time. Notice of any material changes will be provided to you through appropriate means, such as email or platform notification. Your continued use of the Services after the effective date of the amendments constitutes your acceptance of the updated T&Cs.