TERMS OF SERVICE

Thank you for using lightrailsites.com and our related applications and services (collectively, the “Website”).

By using the Website, you are agreeing to these Terms of Service (the “Terms”) and the other polices described in these Terms including our Privacy Policy which is available at lightrailsites.com/privacy-policy (the “Privacy Policy”).

For clarity, all references to “us” (and similar words such as “we” and “our”) mean Banyan Theory, LLC, a Kansas limited liability company (regardless if they are capitalized), and all references to “you” mean the individual using the Website (regardless if the word is capitalized). However, if you are using the Website on behalf of a business entity, then “you” means both you and your business entity.

If you do not agree to these Terms, then do not use the Website.

Contract
If you have an active contract with Banyan Theory (the “Contract”), then the Contract supercedes these Terms in any policies, terms, agreements, and the like, where Contract and the Terms differ.

Use of the Website

Provision
You may not use the Website if you are under 13 or if we have terminated your right to use of the Website. We will use commercially reasonable efforts to ensure the Website is available at all times, but we shall not be liable for any time during which the Website may be down. We may add to, modify, or terminate, portions of the Website at any time for any reason.

Prohibited Uses
You may not do anything on the Website directly or indirectly that: (a) is illegal or violates another contract; (b) will harm the Website, including without limitation using bots, scrapers, harvesters, or other automated systems; (c) constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Website; or (d) which may be deemed unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or in violation of these Terms, any laws or regulations, or any other party’s rights.

Third-Party Sites
If you click on any links that take you away from the Website, then you use those other sites and services at your own risk.

Text Messaging
Our platform has the ability to send text messages to your mobile phone for multi-factor authentication during the login process. We will only send text messages to you if you opt in and provide us with your mobile phone number, which you can do on the Account page when you are logged in. You can opt out from receiving text messages at any time by removing your mobile phone number from our system. We will not sell, rent, distribute, or use your mobile phone number for any other purposes without you first opting in to each specific purpose. Message frequency may vary. Message and data rates may apply.

Copyright/DMCA Policy

We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on the Website or on a Site hosted by us infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at: 12022 Blue Valley Pkwy #629, Overland Park, KS 66213 or copyright [at] banyantheory [dot] com.

Your DMCA Notice must include the following:

1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that is claimed to be infringing and specifically where it is located on the Website or Site we host;
3. Sufficient information for us to contact you such as your address, phone, or email address.
4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
5. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
6. An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Please note that under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Disclaimers

Except as expressly provided in these Terms, the Website is offered on an “as is” and “as available” basis without any warranties of any kind; and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement.

We disclaim all liability for identity theft and other misuse of your identity or other content.

We do not make any guarantees regarding the operation of the Website, portions or all of which may be unavailable at times or terminated permanently. We do not vet content submitted by the users of the Website.

Limitation of liability

“Released Parties” means us and our parents, subsidiaries, affiliates, and licensors, and the owners, members, directors, officers, employees, contractors, and agents, of all of them.

The Released Parties shall not be liable to you or any other third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability.

Subject to the other limitations in these Terms, the liability of any Released Parties arising out of or related to these Terms or our Privacy Policy, shall be limited to the sums paid by you to us in the 12-months immediately preceding the date on which your claim arose.

Any cause of action or claim which you may have which arises out of or relates to these Terms must be brought (if at all) within one year after the cause of action or claim accrued, otherwise, such cause of action or claim shall be permanently barred.

The limitations of liability in these Terms shall apply regardless of whether you or the other party bases your/its claim on contract, tort, statute or any other legal theory and whether we knew or should have known about the possibility of such damages.

Except as expressly provided in another contract between you and us, your sole remedy for dissatisfaction with the Website is to terminate your user account and/or your use of the Website.

Certain state laws do not allow limitations on implied warranties or the exclusion of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, and limitations, may not apply to you and you may have additional rights.

Indemnification

With respect to any suit, claim, investigation, or proceeding, arising out of your use of the Website, you shall indemnify the Released Parties (defined above) against all reasonable expenses including attorneys’ fees and costs, plus all damages of every kind, arising out of your negligent or intentional acts or omissions, your breach of or misrepresentation in these Terms, your submission of Your Content, or your other use of the Website.

Arbitration

If a dispute arises between you and us related to your use of the Website, these Terms, or our Privacy Policy, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Kansas Secretary of State. The arbitration proceedings shall be held in Johnson County, Kansas, USA. If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.

Notwithstanding the agreement to arbitrate above, either you or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Website or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

Class Actions Are Prohibited: All claims, including without limitation all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

Miscellaneous

Legal Terms
These Terms shall be governed by and construed in accordance with the laws of Kansas, excluding its conflict of law principles. For any dispute arising out of or related to these Terms or your use of the Website, you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Johnson County, Kansas or in the U.S. District Court having jurisdiction over that county.

Waiver of Jury Trial
Each party waives all rights it may have to a jury trial in connection with any action or litigation in any way arising out of or related to these Terms or our Privacy Policy.

Entire Agreement
Except for agreements signed by you and us that contemplate additional services, these Terms contain the complete and entire agreement between you and us relating to the subject matter in these Terms and supersede all prior discussions and agreements (whether oral or written) by you and us relating to the subject matter in these Terms.

Waiver
The failure or delay by a party to exercise any right or remedy in these Terms shall not operate as a waiver of the same. The waiver by a party of a breach of any provision in these Terms shall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by the waiving party.

Severability
Each provision in these Terms shall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision in these Terms unenforceable, then the provision should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.

Assignment
These Terms and all rights and licenses granted to you, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Power to Amend These Terms

We may amend these Terms at any time by providing advance notice to you through the Website or through another communication channel. Your continued use after we provide the notice constitutes your consent to the amendment.

Contact

Except as otherwise required, all notices and communications that you may send to us shall be sent to us at service [at] banyantheory [dot] com.