These Terms of Service ("Terms") govern your access to and use of the website and services provided by BajaWell, operated by Luis Pulido Diaz ("we," "us," or "our"), located at Calle Fernando 4531, El Paraiso 22106, Tijuana, Baja California, Mexico. By accessing or using our services, you agree to be bound by these Terms.

1. Services

BajaWell provides custom software development services specialized for the healthcare and wellness industries, including but not limited to:

Patient portal design and development.
Telemedicine and telehealth platform development.
Medical practice management systems.
Wellness and health mobile application development.
Healthcare data analytics solutions.
HIPAA compliance consulting for software systems.

2. Engagement and Scope

All project engagements are subject to a separate written agreement or statement of work ("SOW") that outlines the specific scope, deliverables, timeline, and compensation. These Terms apply in addition to any SOW. In the event of a conflict between these Terms and a SOW, the SOW shall prevail.

3. Intellectual Property

3.1 Client Ownership

Upon full payment for services, the client receives ownership of all custom-developed software and deliverables as specified in the applicable SOW, unless otherwise agreed in writing.

3.2 BajaWell Retained Rights

BajaWell retains the right to use general knowledge, skills, techniques, and experience (including reusable code libraries and frameworks) gained during any engagement. BajaWell may reference the engagement in marketing materials unless the client requests otherwise in writing.

4. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of an engagement. This obligation survives termination of services for a period of five (5) years or as otherwise agreed in a separate non-disclosure agreement.

5. Payment Terms

Payment terms, schedules, and methods will be outlined in the applicable SOW. Unless otherwise specified:

Invoices are due within 30 days of receipt.
Late payments may incur interest at 1.5% per month.
We reserve the right to suspend work on projects with outstanding balances exceeding 60 days.

6. Warranties and Disclaimers

BajaWell warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards. Software deliverables include a warranty period as specified in the SOW (typically 90 days) for defect correction.

Disclaimer: Except as expressly stated herein, services are provided "as is." BajaWell does not warrant that software will be error-free or uninterrupted, nor does it make any warranties regarding the suitability of deliverables for a particular regulatory or compliance purpose unless explicitly included in the SOW.

7. Limitation of Liability

To the maximum extent permitted by applicable law, BajaWell's total liability for any claim arising under these Terms or any SOW shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim. In no event shall BajaWell be liable for indirect, incidental, consequential, or punitive damages.

8. Compliance Responsibility

While BajaWell develops software following healthcare compliance best practices (including HIPAA technical safeguards), the ultimate responsibility for regulatory compliance lies with the client. BajaWell is not a covered entity under HIPAA and provides technology solutions as a business associate when applicable, subject to a Business Associate Agreement.

9. Termination

Either party may terminate an engagement with 30 days' written notice, subject to the terms of the applicable SOW. Upon termination, the client shall pay for all work completed to date and receive all deliverables produced up to the termination date.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Mexico. Any disputes arising hereunder shall be resolved through good-faith negotiation and, failing that, through binding arbitration in Tijuana, Baja California, Mexico.

11. Website Use

By using our website, you agree not to:

Use the website for any unlawful purpose or in violation of these Terms.
Attempt to interfere with the proper functioning of the website.
Scrape, copy, or redistribute website content without written permission.
Impersonate BajaWell or its representatives.

12. Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be posted on this page with an updated "Last updated" date. Continued use of our services after changes constitutes acceptance of the updated Terms.

13. Contact

For questions about these Terms, please contact:

Email: support@bajawell.com
Address: BajaWell - Luis Pulido Diaz, Calle Fernando 4531, El Paraiso 22106, Tijuana, Baja California, Mexico