ROTOMAIRE TERMS OF USE
Last Modified:  November 19, 2020

Thank you for visiting the website located at www.rotomaire.com (the “Site” or “Website”), operated by Rotomaire, Inc. (collectively “Rotomaire”, “we”, “us” or “our”) or, as applicable, another website or web portal operated by Rotomaire or one of its third party partners or service providers (each, a “Service Provider”) whereon these Terms of Use are posted or otherwise made available to you (each, a “Portal”).  These Terms of Use (“Terms” or “Agreement”), together with, as applicable, any other agreement entered into between you and Rotomaire (each, an “Other Agreement”) or between you and our Service Provider, govern your use of and access to the Website and any such Portal.  If there is any conflict between this Agreement and any Other Agreement to which you are a party with Rotomaire, the terms and conditions of the Other Agreement shall govern and control.

By accessing, browsing, and/or using the Website or Portal, or by clicking to accept or agree to this Agreement when this option is made available to you, you accept, without limitation or qualification, the terms and conditions set forth in this Agreement as well as in our Privacy Policy, which is available at www.getbanyan.com/privacy-policy and which forms a legally binding agreement.  If you do not agree to any or all of the provisions found in this Agreement or our Privacy Policy, please immediately exit the Site or the Portal, and refrain from using or accessing the same.  BY ACCESSING, BROWSING, AND/OR USING THE WEBSITE OR A PORTAL, YOU AGREE THAT YOU ARE 18 YEARS OF AGE OR OLDER AND LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

Access to and use of the Site, each Portal, and the information, materials, Content (defined below), products and services available through the same are subject to all applicable Laws and this Agreement.  The terms “user,” “you” and “your” when used in this Agreement mean any single, individual human user of the Site or any Portal or, as applicable, the entity on whose behalf any single, individual human user is using or accessing the Site or Portal (and provided such entity has entered into and is a party to a valid, written, and enforceable Other Agreement (each such entity, a “Contracted Entity”)).  If you are an individual accessing any Portal, you further agree that you are expressly authorized by a Contracted Entity to access and use such Portal and that you have reviewed any applicable terms set forth in any applicable Other Agreement and agree to be bound thereby.  If neither Rotomaire nor an authorized Contracted Entity has authorized your use or access to a Portal, you may not use or access same.

We may change the terms and conditions set forth in this Agreement from time to time in our sole discretion and will provide you with ten (10) days’ notice before the new terms and conditions come into effect by posting notice of the revised Agreement on the Website or the Portal, or if you are a Contracted Entity, by email.  Changes will apply prospectively only.  Other than this notice, you will not be provided with specific notice of the new and applicable terms and conditions. The latest Agreement will be posted on the Site and/or the Portals, and you should always review this Agreement prior to using or accessing the Site or Portals to ensure that you have a current understanding of the Agreement under which you are permitted to access and use the Site or the Portals.  Your continued use of or access to the Website or the Portals after the changes go into effect constitutes your acceptance of such changes.

The Website and Portal is offered and available to users who are 18 years of age or older and who reside in the United States or any of its territories or possessions.  By using this Website or any Portal, you represent and warrant that you satisfy the foregoing eligibility requirements.  If you do not satisfy such requirements, you must not access or use the Website or Portal.  IN NO EVENT IS THE WEBSITE, ANY PORTAL OR THE SERVICES OR CONTENT AVAILABLE THEREFROM TO BE USED BY ANYONE 18 YEARS OF AGE OR YOUNGER.

ACCESSING THE WEBSITE OR PORTALS

We reserve the right to withdraw or amend this Website or any Portal, and any service, Content, material, or information that we provide or otherwise make available thereon, in our sole discretion without notice.  Moreover, we may limit or restrict access to the Website or any Portal at our sole discretion without notice or liability if we reasonably believes a user has violated any terms or conditions set forth in this Agreement, any Other Agreement, or other terms, conditions or agreements provided for on the Website or the Portal, for maintenance purposes, or for any other reasonable reason.  We will not be liable if for any reason all or any part of the Website or a Portal is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Website or the Portals, or the entire Website and/or Portal(s), to users.

You are responsible for:

·       Making all arrangements necessary for you to have access to the Website and any applicable Portal, including for ensuring that your computers, mobile devices, modems, software, hardware, internet and telephone services and other products and services necessary to connect to and use and access the Website and/or Portal(s) are compatible therewith.  We are in no way responsible for a user’s inability to access or otherwise use the Website or any Portal.

·       Ensuring that all persons who access the Website or any Portal through your internet connection, computers, or devices are aware of these Terms of Use and comply with them.  You agree to be solely and fully responsible and liable for any such persons’ actions concerning the Website or Portals.

It is a condition of your use of the Website and/or Portals that all the information you provide on the Website and/or Portals, if any, is correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy available at the link set forth above, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

To the extent you are accessing a Portal owned or operated by one of Rotomaire’s Service Providers (a “Third Party Portal”), you understand and agree that your use of and access to such Portal may also be subject to terms and conditions or another agreement between you (or, as applicable, your Contracted Entity) and such third party, and you agree to comply with any such applicable terms, conditions, or agreement in addition to this Agreement.

DEFINITIONS

As used herein, “Content” shall mean any and all postings, messages, works of authorship, text, files, images, photos, videos, sounds, data, or other materials posted on, transmitted through, and/or available through the Site or a Portal.

As used herein, “Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

As used herein, “Personal Data” means information or data that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual and includes, without limitation, identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers, personally identifiable financial information, and other similar information about an individual and includes, without limitation, “personal information”, “PII”, “personally identifiable information,” and “nonpublic personal information” (and other similar terms) as defined under applicable data privacy and data security laws including, without limitation and as applicable, the California Consumer Privacy Act, the Gramm Leach Bliley Act, the General Data Protection Regulation and any state or federal security breach or data breach notification laws.

As used herein, “Rotomaire Systems” means the information technology infrastructure used by, and in the possession, custody, or control of, Rotomaire including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Rotomaire or through the use of Service Providers.

PROVISIONS GOVERNING YOUR USE OF AND ACCESS TO THE WEBSITE AND PORTALS

Registered Users

Certain portions of the Website including, without limitation, certain Content and Services offered at this Site, as well as each and every Portal and any Content or Services available therefrom, are accessible only to registered users (such Services, the “Account Services”), and are accessible only by providing a user name and corresponding password (“Log-in Information”).  Any user accessing such Account Services (an “Account User”) is required to first create an account with Rotomaire or, as applicable, Rotomaire’s Service Provider (“User Account”).  User Accounts are for designated users and cannot be shared or used by more than one user.  By accessing this Site or Portal, you agree not to attempt, in any manner, to access the User Account of any other person or to otherwise circumvent the security features of the Site or any Portal.  Sharing your User Account with any other individual or entity by, for example only, sharing your Log-in Information with any other individual or entity or otherwise granting any other individual or entity access to the Account Services or any Portal, is grounds for immediate termination of your User Account and/or the associated Account Services as set forth below as well as revocation of any licenses granted to you by Rotomaire.  Furthermore, such action(s) constitute a breach of this Agreement and you agree to be liable for any and all special, indirect, consequential or incidental damages arising from your performance of or engagement in such actions. Moreover, you agree and acknowledge that Rotomaire will have the right to seek injunctive relief enjoining such actions, it being acknowledged that legal remedies are inadequate to compensate Rotomaire for the harm caused by such actions.  

You will notify Rotomaire (via the Notice section set forth below) promptly upon discovery of any unauthorized access, use or disclosure of any Personal Data, password-protected or confidential information in connection with the User Account, or Log-in Information, or of any other breach of this Agreement, and will cooperate with Rotomaire to regain possession of such information or Log-in Information and prevent its further unauthorized access, use, or disclosure.  

To the extent that a Portal provides you or your Contracted Entity with the ability to access any Rotomaire Systems or to upload User-Submitted Content to Rotomaire Systems, you agree that you will only access and use the Rotomaire Systems as necessary to perform the duties or obligations applicable to your Contracted Entity pursuant to any applicable Other Agreement.

Creation of User Account/Indemnification

When creating a User Account, you may be required to provide Rotomaire or its Service Provider with information and you represent and warrant that such information is accurate, complete, and updated.  Failure to provide accurate, complete and updated information shall constitute a breach of these Terms of Use and may result in immediate termination of your User Account and Account Services as provided for in more detail below.

Moreover, in creating a User Account, you hereby agree that you will not in any way use or adopt a user name that is the name of another person with the intent to impersonate such person.  Further, you agree not to use a user name that is subject to any rights of a person other than yourself without appropriate authorization from such other person.  Rotomaire reserves the right to refuse creation of a user name or to cancel the same at its sole discretion.  

You are solely responsible for maintaining the confidentiality of any passwords associated with your User Account and YOU HEREBY INDEMNIFY AND HOLD HARMLESS ROTOMAIRE, ITS SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE PARENT, AFFILIATES, SUBSIDIARIES, AGENTS AND ADVISORS AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, FEES (INCLUDING ATTORNEY’S FEES AND COSTS), JUDGMENTS, SETTLEMENTS, LIABILITIES AND CAUSES OF ACTION, ARISING OUT OF OR UNDER OR RELATED TO THE USE OF YOUR USER ACCOUNT BY ANY PERSON OTHER THAN ROTOMAIRE OR A PERSON GAINING ACCESS TO YOUR USER ACCOUNT AS A RESULT OF ROTOMAIRE’S NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING BUT NOT LIMITED TO, ILLEGAL OR IMPROPER USE OF THE ACCOUNT SERVICES BY YOU OR SOMEONE OTHER THAN YOU WHO GAINS ACCESS TO YOUR USER ACCOUNT IN EITHER AN AUTHORIZED OR UNAUTHORIZED MANNER.

License Grant and Restrictions

In consideration of your agreement to the terms and conditions in this Agreement, any Other Agreement (as applicable), and any additional agreements and/or terms and conditions provided on the Website or the Portal, as may be amended from time to time (as set forth herein or therein), and subject thereto, we hereby grant to you a limited, revocable, single-user, non-exclusive, non-transferable, non-sublicensable license to (1) access and make personal, non-commercial use of the Website and any Portal owned or controlled by us; (2) to the extent we are authorized by our Service Provider, to access and make personal, non-commercial use of any Portal owned or controlled by such Service Provider; and (3) in connection with such use, to display for your personal, non-commercial purposes, the Content appearing on the Website or made available through such Portals and to display, download, archive and print in hard copy, portions of the Site (including any Content appearing thereon) and Content made available through an applicable Portal on a temporary basis and for your individual, non-commercial use only, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials, and provided that the foregoing license grant does not include any Content owned or controlled by a Service Provider.  Furthermore, your computer or mobile device may temporarily store copies of the Website, Portal, or Content appearing thereon in RAM incidental to your accessing and viewing those materials; and you may store files that are automatically cached by your Web browser for display enhancement purposes.

Notwithstanding the foregoing or anything else to the contrary in this Agreement, except (i) as expressly set forth in this Agreement; (ii) as expressly agreed upon in writing by us in an applicable Other Agreement or a separate written instrument; or (iii) to the extent the following restrictions are prohibited by applicable Law, you or anyone acting on your behalf or under your command or control, or otherwise accessing the Website or any Portal through your computers or mobile devices may not:
1.     Copy, distribute, share, perform, transmit, display or create derivative works or improvements of the Website, any Portal, or any Content appearing thereon or made available therefrom, except for your own User-Submitted Content (defined below), except that you may create copies of the Website or Content appearing thereon and owned or controlled by Rotomaire for your own, archival use provided such copies retain all proprietary markings or legends associated with the Website, an applicable Portal, or the Content appearing thereon or made available therefrom;
2.     Circumvent any security measures on the Website, any Portal, or the Rotomaire Systems, including accessing any portions of the Website, Portal, or Rotomaire Systems from which you are restricted or forbidden to access;
3.     Attempt to access any information (including Content) on the Website or any Portal that you are not intended to access;
4.     use the Website, any Portal, or any Content available therefrom for any unlawful purpose or in a manner inconsistent with or in violation of any Law; or
5.     otherwise access or use the Website, any Portal, or any Content available therefrom in a manner inconsistent with this Agreement or, as applicable, an Other Agreement.

Reservation of Rights
You understand and agree that the Website, any Portal, and Content available therefrom is provided to you via a license.  You do not acquire any ownership interests in the Website, Portals, or any information, materials, and/or Content appearing thereon or available therefrom or any other rights therein other than those rights expressly set forth in this Agreement, any applicable Other Agreement and, as applicable, any agreement between you and a Service Provider (and subject to the terms and conditions hereunder and thereunder).  We expressly reserve all of our respective rights, title, and interest in and to the Website, Portals, and all such aforementioned information, materials and/or Content not otherwise expressly granted to you hereunder, including all intellectual property rights therein.  Other rights in the Website, Portals, and the Content may belong to third parties and are used or incorporated with permission or authorization.  Such third parties reserve all of their rights, title and interest with respect to such rights.

Third Party Materials

The Website or Portals may display, include or make available third party Content (including data, information, applications and other products services and/or materials, and certain User-Submitted Content (defined below)) or provide links to third party websites or third party services, including through third party advertising (collectively, “Third Party Materials”).  You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.  We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.  Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.  In addition, Third Party Materials that may be accessed from, displayed on or linked to or from your mobile device are not available in all languages or in all countries. We make no representation that such Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable Laws, including but not limited to applicable local laws.

Mobile Services

The Website or Portals may be available via mobile devices.  When accessing the Website or a Portal through a mobile device, you agree to be responsible for all of your wireless service carrier’s standard charges, data rates and other applicable fees.  You agree that your use of the Website and Portals will comply with the usage rules established by your service provider and agree to be solely and fully liable to the extent your use of the Website or a Portal does not comply with such usage rules.

RIGHTS OWNERSHIP AND CONTENT

Rights Ownership

Unless otherwise indicated, the Site and Portals, including the design, text, Content, selection, compilation, organization and arrangement of elements, and graphics appearing thereon or available therefrom, may be protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) Laws including, without limitation, those of the United States, and all rights therein are our property or such materials are included with the permission of the rights owner and are protected pursuant to applicable Laws.  All rights, including intellectual property rights, not expressly granted to you under these Terms are expressly reserved.

Content Generally

All Content available through the Website and/or the Portals is the sole responsibility of the person from whom such Content originated.  We do not control, and are not responsible for User-Submitted Content (defined below).  You understand that by using or accessing the Website and/or Portals, you may encounter Content that may be deemed offensive, indecent, or objectionable.  Nevertheless, you agree to use and access the Website and any Portal at your sole risk and that we shall not have any liability to you for Content that may be found to be offensive, indecent, or objectionable.And further, as to the Site, Portals, and Content:

a.     You understand and agree that we may review and delete any Content that in our sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others;

b.     The following is a representative (but non-exhaustive) list of the kind of Content that is illegal or prohibited on the Site or any Portal.  We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site or Portal(s).  For example, prohibited Content includes Content that:
• is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”;
• promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
• displays pornographic or sexually explicit material of any kind;
• provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information (including Personal Data) from anyone under the age of 18;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
• solicits passwords or personally identifiable information (including Personal Data) for commercial or unlawful purposes from other users;
• promotes commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
• contains or comprises non-local or otherwise irrelevant Content, is repetitious to the same or similar Content already contained on the Site, or otherwise imposes an unreasonable or disproportionately large load on our infrastructure.

c.     You must use the Site, Portals, and Content in a manner consistent with any and all applicable Laws; and  
d.     You may not engage in advertising to, or solicitation of, others to buy or sell any products or services through the Site or Portals.  You may not transmit any chain letters or junk email to others.  Although we cannot monitor the conduct of users offline, it is also a violation of these Terms to use any information or Content obtained from the Site or Portals in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any user of the Site or Portals without their prior explicit consent.
Even though all of this is strictly prohibited, there is a small chance that you might become exposed to such items and you further waive your right to any damages, losses or other costs (from any party) related to such exposure.

User-Submitted Content
Subject to this Agreement and the functionality of the Website and Portals, you may comment on Content and otherwise submit Content to us via the Website or Portals, or in other ways (such as via e-mail submission).  Content submitted, posted, transmitted or uploaded by users to us is called “User-Submitted Content” in this Agreement.  Any User-Submitted Content will be governed by this Agreement, any applicable Other Agreement, and our Privacy Policy unless the User-Submitted Content is provided to us via a separate, written agreement between you and us, which agreement expressly governs such Content.  You are solely responsible for the Content that you or anyone accessing the Website or Portals via your mobile devices or computers submits, posts or transmits.Subject to the terms and conditions in this Agreement and any applicable Other Agreement, you hereby grant to us and our affiliates (and, as applicable, our Service Providers) and our and their respective successors and assigns a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, fully sublicensable and fully transferable license to copy, reproduce, modify, edit, make derivative works, distribute, publish (publicly or otherwise), display, link to, reverse engineer, data process, and otherwise use the User-Submitted Content in connection with the Website, the Portals and all associated social media platforms, including, without limitation, for marketing and advertising purposes in any media formats and through any media channels now known or hereinafter invented. Without limiting the foregoing, you understand and agree that the foregoing license may also be exercised by third parties acting on our behalf.  Subject to the terms and conditions in this Agreement and any applicable Other Agreement, you also grant each user of the Website and Portals a non-exclusive license to access your User-Submitted Content through the Website or Portals and to display same on their own personal computers and mobile devices for their non-commercial use and as otherwise needed for such users to exercise any rights granted to them under this Agreement.You understand and agree that in the exercise of the above license, we (or our licensees (including our Service Providers and subcontractor)) may use your name, voice, or image and any quotes attributable to you, and any such photos, videos, or audio recordings of or by you that is contained in or comprises User-Submitted Content.  You grant the rights hereunder whether or not we use your name, voice, or image, or any quotes attributable to you.  We reserve the right not to use any User-Submitted Content.  To the fullest extent permitted per applicable Laws, you waive all rights related to our use, and release, discharge and hold harmless us, our Service Providers, and our and their respective parent, affiliates, subsidiaries, agents and advisors and our and their respective employees, partners, officers, directors, shareholders, contractors, agents and representatives from and against any and all losses, damages, rights, claims, liabilities, costs, fees and actions of any kind arising in connection with or out of or relating to our or such persons’ or entities’ use of your name, voice, or image, or any quotes attributable to you.  You hereby represent and warrant that you own all right, title and interest in and to any User-Submitted Content that you or anyone else submits, posts or transmits using your mobile devices or computers, including any and all intellectual property rights therein or that you otherwise have the appropriate rights in such User-Submitted Content to grant the rights granted hereunder, and you further represent and warrant that such submission, posting or transmission of User-Submitted Content will not infringe upon, misappropriate or otherwise violate or conflict with the rights, including intellectual property rights, of any other person or entity.  You understand, agree and certify that (i) you (or, as applicable, your Contracted Entity) are/is the sole copyright owner of User-Submitted Content transmitted, posted or submitted by you or via your computers or mobile devices; (ii) you are the only person depicted in such User-Submitted Content or have appropriate consents, waivers, authorizations, or permissions necessary to depict any other persons as needed for us to exercise our rights hereunder; (iii) you have complete authority to grant the rights stated herein; (iv) such User-Submitted Content may be cropped, edited, electronically manipulated or otherwise altered for use by us in connection with the Website, Portals, or otherwise, without further consent or approval, and that whether or how such User-Submitted Content is used by us is entirely within our sole discretion; and (v) we may remove any User-Submitted Content or refrain from using any User-Submitted Content at any time and for any reason at our sole discretion.We make no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any linked website or in connection with any Content (including User-Submitted Content) posted on, transmitted through, and available through the Website.  You understand and agree that you bear all risks associated with, the use and/or reliance upon any Content, and/or the representations made therein, and under no circumstances will we be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Website.  We do not pre-screen or pre-approve User-Submitted Content prior to posting and we make no representations and/or warranties to any of the claims made in any posting on reviews and comments, listings, postings, descriptions, messages, group discussions, guides, and message boards or otherwise of any Content, by any user.  

Restrictions on Linking

You may not link to a Portal.  You may link to our Website only if done in a manner that is legal and such linking in no way takes advantage of or harms our reputation or the goodwill of its trademarks or service marks including, without limitation, the ROTOMAIRE service mark, as determined by us in our sole discretion.  Moreover, you may not in any event suggest any sort of sponsorship or endorsement by, or affiliation or association with, us or any of the businesses, events, or other products or services identified on the Website or any Portal under any circumstance, without the express permission of, respectfully, us or an appropriate, authorized third party.To the extent the Website or a Portal provides certain social media features that enables you to link to certain Content on the Website or a Portal, send Content or links to Content on this Website or a Portal, or cause limited portions of the Website, a Portal, or the Content appearing thereon or available therefrom to appear or be displayed on your own or third party websites, you agree that you will use these features solely and expressly as provided by us and solely with the Content to which these features pertain.Other than as expressly set forth above, in no event shall you link from any website or Content that is not owned by you, and/or cause the Website or Portal or any Content appearing thereon or available therefrom to be displayed on any other site (including by framing, deep linking, and the like).  You agree that any website that you link to our Website must comply with the restrictions concerning Content set forth in these Terms and you agree to indemnify, defend, and hold harmless us, our Service Providers, our and their respective parent, affiliates, subsidiaries, successors and assigns and our and their respective employees, officers, directors, shareholders, agents and representatives from and against any and all losses, damages, liabilities, judgments, costs, fees (including reasonable attorney’s costs and fees), rights, claims and actions of any kind arising in connection with or under or resulting from or related to any such linked websites or access thereby by other users.We reserve the right to disable any links or features at any time without notice and in our sole discretion.

TERMINATION AND EFFECT OF TERMINATION

Termination and Effect of Termination
If you are a Contracted Entity or accessing a Portal on behalf of a Contracted Entity, this Agreement shall automatically and immediately terminate as against you with respect to any and all Portals (and any associated Content available therefrom) upon the termination or expiration of the applicable Other Agreement between us and such Contracted Entity.  Otherwise, if you are a user of the Website, you may terminate this Agreement by ceasing and refraining from using the Website and any Content appearing thereon or available therefrom.  We may terminate this Agreement at any time without notice or liability.  In addition, this Agreement will terminate immediately and automatically if you violate any of the terms and conditions of this Agreement.  Upon any termination of this Agreement for any reason, all rights and licenses granted to you hereunder shall be automatically revoked.All provisions of this Agreement, which by their nature should survive termination, shall so survive, including, but not limited to indemnity provisions, ownership provisions, warranty disclaimers, and any perpetual licenses.  Termination will not limit any of our rights or remedies at law or in equity.

INDEMNIFICATION; DISCLAIMER; LIMITATION OF LIABILITY
Indemnification as to Content/ Use of Site and PortalsYou hereby agree to indemnify, defend and hold harmless us, our Service Providers, our and their respective parent, affiliates, subsidiaries, successors and assigns and our and their respective employees, officers, directors, shareholders, agents and representatives from and against any and all losses, damages, liabilities, judgments, costs, fees (including reasonable attorney’s costs and fees), rights, claims and actions of any kind arising in connection with or under or resulting from or related to (i) your use of the Site, Portals, or any Content appearing thereon or available therefrom; (ii) your unauthorized access to any Rotomaire Systems or forbidden Content; and/or (iii) in connection with your User-Submitted Content (or any User-Submitted Content posted, transmitted or submitted via your computers or mobile devices), including, but not limited to, our use, copying, display, distribution, performance or creation of derivative works of any such User-Submitted Content, and you agree to pay any and all settlements reached by us in connection with any such claims and/or actions.  You may not settle any claim for which you are required to indemnify us, our Service Providers, our and their respective parent, affiliates, subsidiaries, successors and assigns and/or our and their respective employees, officers, directors, shareholders, agents and representatives under this Agreement without first obtaining our prior written consent.

Disclaimer of Warranties.
TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN AN OTHER AGREEMENT, THE WEBSITE, PORTALS, AND ALL CONTENT APPEARING THEREON OR AVAILABLE THEREFROM IS PROVIDED TO YOU WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN AN OTHER AGREEMENT, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND OUR AND THEIR RESPECTIVE LICENSORS, CONTRACTORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE, PORTALS, AND ALL CONTENT APPEARING THEREON OR AVAILABLE THEREFROM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN AN OTHER AGREEMENT, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND, THAT THE WEBSITE, PORTALS, OR ANY CONTENT APPEARING THEREON OR AVAILABLE THEREFROM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, AND/OR THAT THE WEBSITE OR PORTALS WILL BE FREE FROM HARMFUL CODE OR SECURE FROM UNAUTHORIZED HACKING OR THE INTRODUCTION OF HARMFUL CONTENT BY THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Exclusion of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH EXPRESSLY IN AN OTHER AGREEMENT, IN NO EVENT WILL WE, OUR SERVICE PROVIDERS, OUR AND THEIR RESPECTIVE PARENT, SUBSIDIARIES, AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, EXECUTIVES AND/OR MEMBERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO (1) YOUR USE OF OR INABILITY TO USE THE WEBSITE OR ANY PORTALS, (2) ANY WEBSITES LINKED TO THE FOREGOING; AND/OR (3) THE CONTENT APPEARING ON OR AVAILABLE FROM ANY OF THE FOREGOING, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, HOWEVER, TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXCLUSION OF LIABILITY SET FORTH ABOVE DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DEATH OR BODILY INJURY CAUSED BY PRODUCTS OR SERVICES YOU PURCHASE THROUGH THE WEBSITE OR PORTALS.Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials or Content on or through the Website or Portals. YOU WAIVE AND HOLD HARMLESS US AND OUR PARENT, SUBSIDIARIES, AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING DURING OR AS A RESULT OF ITS OR THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY SUCH ENTITY OR LAW ENFORCEMENT AUTHORITIES.This Agreement gives you specific legal rights and you may also have other rights which vary from country to country. As noted above, some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in this Agreement may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in this Agreement shall apply to the fullest extent permitted by the Laws of such applicable jurisdictions.

Limitation of Time to File Claim

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR CONTENT APPEARING THEREON OR AVAILABLE THEREFROM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Hyperlink Disclaimer
The Site may contain links and/or advertisements to other websites that may not be maintained by or related to us.  An advertisement of, or link to, a third party website does not mean that we approve, endorse or accept any responsibility for that website, its content or use, or the use of products and services made available through such website. We are not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such websites. Such websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable Laws by us.  We do not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about other websites which you may access through this Site, any Portal, the Content thereof, or the products and/or services made available through such websites.  If you decide to access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while you are on such websites.

Information on Website/Portals
The information and Content presented on the Website and/or made available via the Portals is made solely for general informational purposes and TO THE FULLEST EXTENT PERMITTED PER APPLICABLE LAW, WE MAKE NO, AND EXPRESSLY DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES CONCERNING SAME INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF ACCURACY, COMPLETENESS, OR USEFULNESS.  Your reliance on this information is at your own risk.  You understand that we may update Content or other information on this Website or provided via the Portals from time to time, but we are under no obligation to do so.  Accordingly, information and Content may not be necessarily complete or up-to-date, and we are under no obligation to keep such information or Content complete or up-to-date.

COPYRIGHT AND TRADEMARK POLICY
Certain materials, Content, and information on the Site or available through the Portals, including, without limitation, our trademarks, service marks and logos, design, text, graphics, photographs, software, other files, and the selection and arrangement thereof, are protected by intellectual property rights that are owned or licensed by us, or otherwise used by us with permission.  Our trademarks, service marks and logos are protected by federal and state law in the United States, and may not be copied, used, reproduced, redistributed or imitated without the permission of us.  Our trademarks and service marks include (but are not limited to) the following:  ROTOMAIRE.  Other names and brands used on the Site or available on the Portals may be the properties of their respective owners.  These trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of the rights holder.  In addition, all page headers, custom graphics, button icons, and scripts may constitute service marks, trademarks and/or trade dress of us or third parties, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective rightsholder. If you believe that your work has been copied and posted on the Site or Portals in a way that constitutes copyright infringement, please provide the below Copyright Agent with the following information: • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; • Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; • Information reasonably sufficient to permit us to contact the complaining party; • A notarized statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and • A notarized statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.Please send any such requests to the below

Copyright Agent as follows:
Jehan Luth, CEO
jehan@getbanyan.com

DATA PROTECTION CONSENT.
GenerallyBy agreeing to this Agreement, you agree to the terms of the Privacy Policy available at:  www.getbanyan.com/privacy-policy.  Before using the Site or accessing the Portals, please read through this Privacy Policy carefully. All Personal Data provided to us as a result of your use of this Site will be handled in accordance with the Privacy Policy or, as applicable, an applicable Other Agreement.  We reserve the right to monitor your communications with us whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs.  To the extent your User-Submitted Content contains or includes any Personal Data, you represent and warrant to us that you have procured all requisite consents, permissions, waivers, and authorizations necessary for us to use such Personal Data in the manner set forth in our Privacy Policy and/or any applicable Other Agreement.For Parents concerning Privacy The Site and Portals are generally not meant for individuals under the age of 18.  Nevertheless, we believe that parents should supervise their children’s online activities and consider using parental control tools available from online services and software manufacturers that may help provide a child-friendly online environment. These tools may also prevent children from disclosing online their names, addresses, and other personal information or Personal Data without parental permission. If we learn that we have inadvertently collected or received Personal Data or personal information from a child, we will not use such information or data for commercial or trade purposes without the prior written consent of a parent or legal guardian of the child.

YOUR ADDITIONAL OBLIGATIONS.
In consideration of your use of the Site or Portals, you agree to use the Site, Portals, and Content appearing thereon or available therefrom in a manner consistent with any and all applicable Laws and these Terms and any applicable Other Agreement.  You agree not to upload or transmit through the Site or Portal or onto the Rotomaire Systems any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer and/or computer network. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site or any Portal is strictly prohibited.  We reserve all rights and remedies available to us.Your obligations under this Agreement are of a special and unique character for which we cannot be reasonably or adequately compensated in damages in the event you breach your obligations hereunder.  Therefore, we shall, in addition to all other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of your obligations under this Agreement.
ADDITIONAL TERMS FOR CERTAIN FEATURES
GenerallyAdditional terms and conditions may also apply to specific portions or features of the Website or may otherwise be applicable to the Portals or the Content available therefrom, and are hereby incorporated by reference into these Terms.Information DisclaimerYOUR RELIANCE ON ANY INFORMATION, CONTENT, AND MATERIAL PROVIDED ON THIS WEBSITE OR AVAILABLE THROUGH ANY PORTAL IS SOLELY AT YOUR OWN RISK AND YOU AGREE TO BE SOLELY LIABLE AND RESPONSIBLE FOR ANY AND ALL RELIANCE ON SAME.

GENERAL PROVISIONS
Modification and DiscontinuanceWe reserve the right to modify, edit, delete, suspend or discontinue, temporarily or permanently the Site (or any portion thereof), any Portal, and/or the information, materials, Content, products and/or services available therefrom with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Site, Portal(s), or Content.Entire UnderstandingThis Agreement (together with the Privacy Policy, which is expressly incorporated herein and any applicable Other Agreement) contains the entire understanding between you and us with respect to use of the Site, Portals, and the Content available therefrom or contained thereon, and no representation, statement, inducement oral or written, not contained herein or therein shall bind any party to this agreement unless the parties expressly agree to the contrary in a separate, binding, written agreement.  Severability and Non-WaiverOur failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, and a waiver by you of any right under this Agreement on any occasion will not in any way constitute a waiver of such right or any other right on any other occasion. In the event any provision of this Agreement is determined to be invalid, unenforceable, or contrary to law or the established legal right of a consumer, such invalidity, unenforceability, or non-compliance will not affect the validity of the remaining portions of this Agreement, and the parties will substitute for the invalid, unenforceable, or non-compliant provision a provision which most closely approximates the intent and economic effect of the invalid provision and which is compliant and enforceable with applicable law. This Agreement will apply in lieu of and notwithstanding any specific legend or statement associated with any particular document or information exchanged. Notwithstanding anything to the contrary in these Terms of Use, nothing in these Terms of Use shall be construed as requiring any consumer to waive his or her rights under the New Jersey Truth-in-Consumer contract, Warranty, and Notice Act

Law & Jurisdiction
These Terms of Use are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
Notice / Contacting Us
If you have any questions regarding these Terms of Use or any other matter, you may contact us at:
Jehan Luth, CEO
jehan@getbanyan.com