Terms of Service

A clear framework for our partnership and proprietary software services.

LAST UPDATED: APRIL 2026

EFFECTIVE DATE: APRIL 27, 2026

LEGAL AGREEMENT

1.0 ACCEPTANCE OF TERMS

By accessing, browsing, or utilizing the software, APIs, and associated digital infrastructure provided by Bayer Media Services, LLC (“Company,” “we,” “us,” or “our”), you acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms of Service. These Terms constitute a legally binding agreement between you (the “Client” or “User”) and the Company. If you are entering into this agreement on behalf of a school, educational institution, or corporate entity, you represent and warrant that you possess the legal authority to bind said entity to these provisions. If you do not agree to every provision contained herein, you are expressly prohibited from using our services and must cease all access immediately.

2.0 SERVICES DESCRIPTION & ELIGIBILITY

Bayer Media Services, LLC provides proprietary stateless API integrations, software frameworks, and automated administrative tools designed to interface with third-party platforms, including but not limited to Google Workspace and GoHighLevel (GHL). Our services are intended for use by institutional entities and business professionals. To be eligible for these services, you must be a registered business or educational entity in good standing or an individual of at least 18 years of age. You agree to provide current, complete, and accurate information during the registration process and to maintain the security of your unique access credentials.

3.0 PROPRIETARY INTELLECTUAL PROPERTY & "BLACK BOX" LOGIC

All rights, titles, and interests in and to the services, including the underlying algorithms, source code, "Black Box" engine logic, architectural designs, and proprietary processing methods, remain the absolute and exclusive property of Bayer Media Services, LLC.

  • Limited License: Your subscription grants you a limited, non-exclusive, non-transferable, and revocable license to utilize the outputs of our services for your internal institutional operations.

  • Strict Prohibitions: You are expressly prohibited from attempting to reverse-engineer, decompile, mirror, disassemble, or otherwise attempt to derive the "Black Box" logic or source code of our APIs.

  • Legal Action: Any attempt to replicate, redistribute, or commercially exploit the structural foundation of our software without express written consent will result in the immediate termination of your license and may subject you to civil and criminal penalties under federal and state intellectual property laws.

4.0 DATA SOVEREIGNTY: ROLES & RESPONSIBILITIES

Bayer Media Services, LLC operates using a stateless architecture, meaning we do not store, cache, or maintain permanent records of the data payloads processed through our API.

  • Client Control: The Client maintains absolute and unrestricted ownership of their data ecosystems. You explicitly acknowledge that you act as the sole Data Processor and Data Controller for all information, including student records, passed through our systems.

  • Stateless Processing: You acknowledge that payloads are processed in temporary memory and are programmatically deleted upon the completion of the triggered task.

  • Regulatory Compliance: It is the Client’s sole responsibility to ensure that their use of our services complies with all applicable local, state, and international regulations, including the Family Educational Rights and Privacy Act (FERPA), the General Data Protection Regulation (GDPR), and the Personal Data Protection Act (PDPA).

5.0 SUBSCRIPTION, BILLING & API KEY MANAGEMENT

All financial transactions, recurring billing, and subscription tiers are managed via the GoHighLevel platform and processed through Stripe.

  • Active Status: Access to our proprietary "Black Box" engine is strictly contingent upon a valid, active License Key and a subscription in good standing.

  • Automated Deactivation: You agree that the failure to maintain a successful payment schedule will result in the immediate, automated deactivation of your License Key, resulting in the severance of all API-driven integrations.

  • Lapse Liability: Bayer Media Services, LLC assumes no liability for operational downtime, loss of administrative functionality, or synchronization failures within your Google Workspace resulting from a lapsed or deactivated License Key due to non-payment.

6.0 LIMITATION OF LIABILITY

Bayer Media Services, LLC operates exclusively as a Software Provider. We provide the technological conduit; the Client is responsible for the traffic and the data.

  • Administrative Errors: We shall not be held liable for any administrative errors, configuration missteps, or compliance violations occurring within your Google Workspace, GoHighLevel account, or any other third-party environment utilized in conjunction with our services.

  • Indirect Damages: To the maximum extent permitted by law, Bayer Media Services, LLC shall not be liable for any indirect, incidental, or consequential damages resulting from the use or inability to use our services.

  • Liability Cap: Our total aggregate liability for any claim arising out of these Terms shall not exceed the total amount paid by you for the service during the three (3) months immediately preceding the event giving rise to the claim.

7.0 TERMINATION & SUSPENSION OF SERVICE

This agreement remains in effect for the duration of your active subscription.

  • Termination by Client: You may terminate your subscription at any time via your billing portal.

  • Suspension for Cause: We reserve the right to suspend or terminate your access immediately, without prior notice, if we detect structural misuse of our API, attempts to violate our intellectual property constraints, or any usage that jeopardizes the technical integrity of our ecosystem.

  • Data Retention: Upon termination, your License Key will be deactivated. Because we utilize a stateless model, you will retain full access to your original data within your Google Workspace, but the "Black Box" engine will no longer process or automate new requests.

8.0 GOVERNING LAW & JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to these Terms shall be settled through binding arbitration in New York, New York, and you hereby consent to the exclusive jurisdiction and venue of such arbitration.

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