Terms of Service

• Terms and Conditions for Bay Roots LLC Services

  • This Agreement contains the Terms and Conditions that govern your access to and use of Bay Roots LLC's services, including but not limited to User-Generated Content (UGC) creation, social media management, and digital marketing solutions (the “Services”). This is an agreement between you or the business you represent and Bay Roots LLC. By registering for and using the Services, you (on behalf of yourself or the business) agree to be bound by the terms of this Agreement.

• Limitation of Liability

  • UNDER NO CIRCUMSTANCES WILL BAY ROOTS LLC BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, WARRANTY, OR OTHERWISE. IN NO EVENT SHALL BAY ROOTS LLC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY YOU TO BAY ROOTS LLC FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

• Release

  • You, on behalf of yourself, your affiliated corporations, companies, and divisions, as well as all successors and assigns, hereby release, acquit, and forever discharge Bay Roots LLC, its customers, and their respective affiliated corporations, companies, and subsidiaries, and present and former officers, directors, shareholders, partners, managers, members, employees, agents, insurers, successors, and attorneys of each of the foregoing persons and entities, and, where applicable, their respective predecessors, heirs, executors, assigns, administrators, and representatives, and each of them, from any and all causes of actions, claims for relief, lawsuits, charges, or complaints in connection with:

    • The Services provided by Bay Roots LLC.

    • Any violation of terms of service of platforms such as TikTok, Instagram, YouTube, Facebook, or any other social media or digital platform, which may result in account or content suspension.

• Platform Compliance

  • While Bay Roots LLC agrees to comply with each respective platform’s Terms of Service to the best of its abilities, you understand that each platform maintains the right to suspend an account at any given time. Bay Roots LLC will not be held responsible for the warning or suspension of any account(s) or for any losses related to such a suspension. Bay Roots LLC will not be held responsible for the suspension of such account(s) for any reason, whether directly or indirectly related to the use of the Services, including, but not limited to, any alleged violation of platform policies or community guidelines.

  • You also agree not to request reviews or ratings, within any of Bay Roots LLC's Services, to be published on any platform in a manner that violates that platform's terms of service.

• Indemnification

  • You shall fully defend, indemnify, and hold harmless Bay Roots LLC and its members, officers, employees, managers, affiliated and related entities, and any of their respective officers, directors, managers, members, agents, and employees, from and against any claims, lawsuits, actions, proceedings, or investigations, and from and against any fees, costs, sanctions, penalties, damages, losses, or expenses (including but not limited to attorney’s fees and costs) suffered by Bay Roots LLC arising out of or relating to any of the following:

    • (i) Your fraud, willful misconduct, or gross negligence;

    • (ii) Your breach or alleged breach of this Agreement; or (iii) Your breach of any applicable laws, regulations, or ordinances.

• Non-Refundable Service Fees

  • You understand that service fees are non-refundable due to client-initiated cancellations, pauses, or incomplete campaigns.

• Acknowledgment of Risk

  • You acknowledge that the use of the Services carries inherent risks, including potential violations of platform terms of service that could result in account suspension or other penalties. You agree to assume all such risks and release Bay Roots LLC from any liability associated with these risks.

• Content Ownership and Usage

  • By utilizing Bay Roots LLC's Services, you grant Bay Roots LLC the right to use, reproduce, modify, and distribute any content created as part of the Services for promotional purposes, case studies, or other marketing-related activities. You represent and warrant that you have the necessary rights to grant this license and that such use will not infringe upon any third-party rights.

• Confidentiality

  • Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the term of this Agreement. This includes, but is not limited to, business strategies, marketing plans, financial information, and client lists. This obligation shall survive the termination of this Agreement.

• Termination

  • Either party may terminate this Agreement upon thirty (30) days written notice. Upon termination, you agree to pay for all Services rendered up to the termination date. Bay Roots LLC reserves the right to terminate this Agreement immediately if you breach any terms herein.

• Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

• Entire Agreement

  • This Agreement constitutes the entire understanding between the parties concerning its subject matter and supersedes all prior discussions, agreements, or understandings of any kind.

• Sever-ability

  • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Last updated: January 1, 2025