This is a legal agreement between the person or organization (“Adjuster”, "You" or "Your") agreeing to these Website Terms of Service (the "Agreement") and BanyanLeaf Software, LLC its affiliates, subsidiaries successors and assigns ("We", "Us" or "Our"). This website and access to the website through any external application created to access this website from a mobile operating system including but not limited to Android and iOS (the "Website") is not open to the public and may only be accessed by You or the Adjuster as an invited guest who agree to be bound by the terms of this Agreement. By reading this Agreement and clicking the "I AGREE" icon below the user You are manifesting Your assent and agree to be bound by the terms of this Agreement and that all information provided herein shall be accurate. In retur.
This Website is intended to provide your third-party insurance Adjuster (the "Adjuster") with the ability to allow Your Adjuster to communicate with You and perform ancillary functions specific to that communication including but not limited to video calling, voice calling and chat (the "Services") and the creation of Content regarding those Services. For purposes of this Agreement "Content" means any files, documents, recordings, chat logs, transcripts, and similar data You send by electronic means over the Internet ("Transmit"), as well as any other information You may upload or Transmit to Your Adjuster in connection with the Services. In addition, We may offer to Your Adjuster the ability to purchase enhanced Services (the "Paid Services") for a fee. Therefore any reference to the term Services includes any Paid Services. This Agreement binds You, Your Adjuster and other visitors to a code of ethical conduct intended to achieve this purpose. The success of the Website, however, depends on the adherence to the terms of this Agreement by You and all other visitors to this site. While We will do our best to enforce the terms of this Agreement, as set forth below in Sections 5, 6 and 7, We cannot warrant or represent that other visitors will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so. The Services offered through this Website are intended for business use and business purposes only and by signifying Your assent You agree You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement
By signifying Your assent, You agree to be contractually bound to the terms of this Agreement. You further agree that Your assent, given electronically, shall have the same legal effect as if it had been personally signed by You. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law which might otherwise limit its enforceability or effect because it was entered into electronically
Upon entering into this Agreement, You will create confidential password which You may use to access certain private areas at this Website for Your benefit as well as the benefit of the Adjuster. You are responsible to maintain the security and confidentiality of Your password and We will never ask for Your password. If You believe Your password has been compromised, change it immediately. Your access privileges, however, are conditioned on Your adherence to the terms of this Agreement. We reserve the right to temporarily deny You access to this site or permanently terminate Your access privileges at any time if including but not limited to non-payment under Sections 10 and/or 11, in our sole discretion, You have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant You access, We do not obligate ourselves to do so or to maintain this site, or to maintain it in its present form, and We expressly reserve the right to modify, suspend or terminate Your access privileges. You agree and understand that We may, in our sole discretion and without any prior notice, close this Website or deny You access to it and delete any Content which You may maintain and store in the Website in any form and location whatsoever. You should keep a copy of any Content which You Transmit to this Website because We will not undertake to retain copies of any Content which We or others may delete from this site.
You agree, represent and warrant that You are solely responsible for the Content Transmitted as part of the Services provided to You and that You own the rights to such Content or that You have obtained the signed, written permission of the owners of all rights in such Content. You shall retain ownership of the copyrights in any original material that You Transmit on this Website (to the extent such material may be entitled to copyright protection). We agree to apply reasonable, technical, organizational and administrative security measures to keep Your Content protected in accordance with industry standards. Under no circumstances will We be liable in any way for any (i) Content that is Transmitted or viewed while using the Services, (ii) errors or omissions in the Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You are responsible for compliance with all recording laws. You, Your Adjuster or other visitors can choose to record voice and audio calls and You expressly assume the risk that a third-party may infringe upon Your copyrighted works resulting from a recording. By using the Services, You are giving Us consent to store recordings for any or all video or audio calls You participate in, if such recordings are stored in our systems. You will receive a notification (visual or audio) when recording is enabled. By agreeing to this Agreement, You consent to the recording of all interactions while using the Services.
You agree and You acknowledge by using Our Website Your Adjuster will have the ability to communicate with You and access certain functionalities and control Your mobile device including but not limited to taking photographs, recording video, zooming in, zooming out and enabling the flashlight.
You agree You will not use the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts our networks, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading including such activity while engaged in a Permitted Use under Section 6, (iv) Transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services (viii) use the Services in a manner that violates applicable law, including but not limited to anti-spam, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings or; (ix) re-sell the Paid Services (defined herein) or offer to sell or profit from the Services offered through the Website without the first obtaining Our express written permission which may be withheld in our sole discretion.
You are solely responsible for compliance with all such laws and regulations and that violation of this Section 8 can subject You to immediate and permanent termination of access privileges. We will do our best, in good faith, to purge or otherwise restrict the availability of Content in violation of this Agreement. The provisions of this Section 7 are intended to implement this policy but are not intended to impose a contractual obligation on Us to undertake, or refrain from undertaking, any particular course of conduct. If You believe someone has violated the terms of this Agreement, We ask You to promptly notify us by email at the following address: email@example.com. You must use this address if You want to ensure that Your complaint is actually received by Us. In order to respond as quickly as possible to any complaint, please provide us with as much detail as possible, including (i) the nature of the right infringed or violated (including the registration numbers of any registered copyrights, trademarks or patents allegedly infringed); (ii) all facts which lead You to believe a right has been violated or infringed; (iii) the precise location where the offending material is located; (iv) any grounds to believe offending person was not authorized to do Transmit the Content or did not have a valid defense (including the defense of fair use); and (v) if known, the identity of the person or persons who posted the infringing or offending Content. By lodging a complaint and following the procedures of this Section 7, You agree the substance of Your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of Florida. In addition, You agree, at Your own expense, to defend us and indemnify us against any liability which We may incur by our response to Your complaint including but not limited to reasonable attorneys’ fees. You acknowledge that in establishing a complaint procedure We are taking on the role of a Good Samaritan and, in order to allow us to do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing or otherwise objectionable, You agree to waive any claims or remedies which You might otherwise be able to make against us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content at this Website or our response, or failure to respond, to a complaint.
We retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (the "Marks") associated or displayed with the Services. You may not undertake any action or attempt any action to obstruct, remove, cover up, alter our Marks.
You acknowledge the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws ("Export Control and Sanctions Laws"). You may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions including but not limited to Cuba, Iran and North Korea and that You will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) You are not identified on any U.S. government restricted party lists; and (iii) that no Content Transmitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
This Section 11 only applies to the extent You are using our mobile application on an iOS or Android device, including any iOS or Android device running unauthorized or expired versions of their respective operating systems. You acknowledge that these Terms are between You and Us only, not with Apple Inc. (“Apple”) or Google, LLC (“Google”), and Apple and Google are not responsible for the Services, Paid Services or the Content thereof. You agree to abide by all terms and conditions imposed on You by Apple and Google. Apple and Google have no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, You may notify Apple or Google and they will refund any applicable purchase price for the mobile application to You; and, to the maximum extent permitted by applicable law, Apple and Google have no other warranty obligation with respect to the Services. Apple and Google are not responsible for addressing any claims by You or any third-party relating to the Services or Your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple and Google are not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or Your possession and use of the Services infringe a third-party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple, Google and each of their respective subsidiaries are third-party beneficiaries of this Agreement, and upon Your acceptance of this Agreement, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary.
a. In-App Purchase. Certain enhanced features of the Services described as Paid Services are available
- When You make an In-App Purchase, payment will be charged to Your iTunes or Google Wallet account at confirmation of the purchase.
- In-App Purchases may take the form of a subscription. Any unused portion of a free trial period (if offered) will be forfeited when You purchase a subscription (where applicable).
- An In-App Purchase may take the form of an auto-renewable subscription. These subscriptions automatically renew unless auto-renew is turned off at least 24-hours before the end of the current subscription period. Your iTunes or Google Play account will be charged for renewal within 24-hours prior to the end of the current subscription period. You may manage the subscriptions and turn off auto-renewal by going to Your iTunes or Google Wallet account settings after purchase.
When You elect to purchase a Paid Service directly from Us whether from us or pursuant to Section 11 and enter a form of payment, You agree that: (i) You will fulfill Your obligation to pay for the Paid Service by the date on which payment is due; (ii) any payment information You provide is true and accurate; (iii) You are authorized to use the payment method You provide; (iv) We have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by You and Your issuing bank or the applicable payment network; and (v) We and those parties referenced in Section 10 are authorized to charge You for the Paid Service using the established payment method and the information You provide that is stored in Your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation You may have to pay any taxes or delivery charges described as being applicable to the Product You are buying. In addition, You agree that You will be responsible for any credit card chargeback fees as well as any reasonable collection costs including but not limited to reasonable collection agency fees and attorneys’ fees We incur as a result of Your failure to pay on a timely basis.
a. Prices. Our prices for Paid Services do not include any of the third-party fees You incur in connection with using a Paid Service including, without limitation, fees charged by Your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which You may use the Paid Service; You are responsible for selecting and managing these other services, and paying the fees for such services.
b. Changes in Fees. We may change the price of any Paid Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but We will provide You with advance notice of changes in recurring subscription fees. Any increase in charges for the same Paid Service would not apply until the expiration of Your then current billing cycle, unless otherwise specifically provided in our notice to You, and would become effective no sooner than the next time You would be charged for that Paid Service. If You do not agree to pay the new price or other applicable charges, You may elect not to renew the Paid Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of Your then current billing cycle.
c. Autorenewal. We accepts certain debit and credit cards as well as other forms of cash payment (e.g., Paypal transfers) as payment methods for Paid Services (each, an “Accepted Payment Method”), subject to the procedures and rules contained in Agreement. If You purchase a Paid Service subscription that renews automatically, such as monthly or annually, You agree that We may process Your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of Your Paid Service subscription, as applicable unless You purchased a Paid subscription pursuant to Section 11. In addition, You agree We have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms We retain in the future) information regarding Your purchase and Your submitted payment information in order to process Your purchase, and to use the email address submitted by You to provide You with notices and disclosures relating to renewals and recurring charges. If Your Paid Service subscription began on a day not contained in a subsequent month (e.g., Your service began on January 30, and there is no February 30), We will process Your payment on or near the last day of such month. (This is what We mean by paying on an autorenewal basis.)
TO THE EXTENT YOU MIGHT OTHERWISE BELIEVE ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 13 AND OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.
This Agreement constitutes the entire agreement between You and Us relating to Your access to and use of this Website and supersedes any prior or contemporaneous representations or agreements. This Agreement—and only this Agreement—shall govern our legal rights and obligations. Any rights or licenses not otherwise expressly granted by this Agreement are reserved by Us. This Agreement may not be modified, either expressly or by implication, except as set forth below in section 16. As set forth in section 13, it is not our intention to make any legal representations or warranties about this Website, either expressly or by implication. The terms of this Agreement are intended to supersede anything else that appears at this Website, now or in the future. So that there is no misunderstanding, by entering into this Agreement You agree that, except as provided in section 15, no Content Transmitted to this Website or otherwise communicated to You shall in any way modify or vary the terms of this Agreement.
a. In General. Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining our written consent in a notarized agreement signed by the Chief Operating Officer or such other person appointed to run Our day-to-day affairs or; (ii) as set forth below in Section 16(b).
b. Periodic Revisions and Amendments. You agree that We may modify the terms of this Agreement in our sole discretion. If We do so, We will notify You by email at the address You provided to us and by posting a notice on our homepage for thirty (30) consecutive days in advance of the effective date of any modification to this Agreement. You agree it shall be Your responsibility to log on to this Website at least once every thirty (30) days, review any email You may receive from us (included email filtered as spam) and notify us at firstname.lastname@example.org promptly in the event You change email accounts or if You would prefer to receive notices from us at a different account from the one You are presently using. Otherwise it will be Your responsibility and obligation to check the legal section of this Website whenever You access this site, to determine if there have been any changes to this Agreement. You may notify us at email@example.com at any time before, or within thirty (30) days after, any modification takes effect, to advise us that You do not accept the proposed modification. If We do not receive such a communication from You in the time prescribed, the modification will be deemed to have been accepted by You. You agree and understand that We reserve the right to unilaterally terminate Your access privileges or otherwise deny You access to this site in the event that You decline to be bound by any proposed modifications to this Agreement
c. Term. Unless We terminate Your access privileges or You decide to terminate this Agreement, it shall remain in force so long as You are authorized to access this Website. You agree that in the event You decide to terminate this Agreement or if Your access privileges are suspended or terminated (including for nonpayment pursuant to Sections 10 and/or 11) You shall continue to be bound by all obligations set forth in this Agreement including, but not limited to, those contained in sections 4, 5, 6, 7, 8, 9, 12, 13 and 15, for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. Except as otherwise provided in this section 13, You will not be bound by any modifications to this Agreement which may take effect after such time as You or We terminate our contractual relationship.
d. Indemnification, Jurisdiction and Dispute Resolution. This Agreement, and all disputes which may arise under this Agreement, shall be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflicts provisions. You agree to the personal jurisdiction and venue in the state and federal courts in Palm Beach County, Florida, and waive any objection to such jurisdiction or venue. Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In compliment to but not in conflict with Section 13, no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Us and You arising out of or in connection with Your use of the Website, Services or Paid Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law. You agree to indemnify and hold Us, Our officers, directors, members, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Us by any third party due to or arising out of or in connection with Your use of the Website.
In case any one or more of the provisions contained in this Agreement in whole or in part shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order effectuate the Agreement as originally contemplated to the greatest extent possible.