Terms of Service

Bancel Technologies, LLP ("Bancel") provides this website (the "Site") and the resources, services, information, communications, and publications available through the Site, including but not limited to, web pages, data, messages, text, images, photographs, graphics, audio and video materials, articles, press releases, white papers, and product data sheets ("Materials"). The services, materials, and other information, material, content, and services are collectively referred to as "Content."

The following are terms of a legal agreement between you ("you" or "your") and Bancel and its affiliated companies ("we", "us" or "Bancel"). By accessing or using the Site or the Content, you agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content ("Terms of Use") and our Privacy Policy.

We urge you to read these Terms of Use carefully and to check back periodically as these Terms of Use may change from time to time. Bancel may revise the Terms of Use at any time without notice to you. The revised Terms of Use will be effective when posted.

Access to this Site

To access the Site or Content, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site and Content that all the information you provide to Bancel will be correct, current, and complete. If Bancel believes the information you provide is not correct, current, or complete, Bancel has the right, in its sole discretion, to refuse you access to this Site or any Content, and to terminate or suspend your access at any time.

Proprietary Information

The Site and the Content are the proprietary information of Bancel and its licensors. Bancel and its licensors retain all right, title, and interest in the Site and the Content. Accordingly, the Site and the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Bancel or except as otherwise expressly permitted pursuant to these Terms of Use. In any event, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on the Site or any Content.

You may download Materials purposely made available by us for download, and store and display them on your computer, and you may view, listen to, play, and print Materials that Bancel publishes or broadcasts on the Site, all subject to these Terms of Use, the terms of any applicable Services Agreement, and the following conditions: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; (c) the Materials may not be redistributed or reproduced in any form or by any means; and (d) you retain all copyright and other proprietary notices in the Materials.

Except as expressly provided in these Terms of Use, no part of the Site nor any Content may be copied, reproduced, republished, uploaded, posted, performed, displayed, encoded, translated, transmitted, modified, reused, or distributed in any way without Bancel’s express prior written consent. Modification or use of the Site or the Content, except as expressly provided in these Terms of Use, violates Bancel’s intellectual property and other proprietary rights. Neither title to, nor any intellectual property rights in, the Site or the Content is transferred to you by access to this Site. All rights, title, and interest not expressly granted with respect to the Site and the Content are reserved.

Bancel neither warrants nor represents that your use of Content or other materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with Bancel. Images of people or places displayed on the website are either the property of, or used with permission by, Bancel. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or the applicable Services Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site or within the Content are registered and unregistered Trademarks of Bancel and other third parties that have authorized us to use such Trademarks on the Site or within the Content. Nothing contained on the Site or within the Content should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any such Trademark without the written permission of Bancel. Your use of the Trademarks displayed on the Site or within the Content, except as expressly provided in these Terms and Conditions, is strictly prohibited. You are also advised that Bancel will aggressively enforce its intellectual property or other proprietary rights to the fullest extent of the law.

Third Party Sites

The Site and the Content may contain links to other sites that are not maintained by, or related to, Bancel. Links to such sites are provided as a service to you and are not sponsored by or affiliated with the Site, Content or Bancel. Bancel has not necessarily reviewed any or all of such sites and is not responsible for the content of those sites. Links are to be accessed at your own risk, and Bancel makes no representations or warranties about the content, completeness, or accuracy of these links or the sites linked to the Site or any Content. Further, the inclusion of any link to a third-party site does not necessarily imply endorsement by Bancel of that site.

Submissions

You hereby grant to Bancel the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Bancel through this Site or any Content (together, the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Bancel will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for services, products, or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Bancel operations.

User Information

In providing the Content, Bancel shall conform to its Privacy Policy posted on the Site, as such Privacy Policy may be amended by Bancel from time to time, with respect to data and information that you transmit or submit to Bancel ("User Information").

Subject to the Privacy Policy, you hereby expressly consent to collection, use, reproduction, hosting, transmission, and disclosure of any User Information by Bancel and its affiliates, and its and their employees, contractors, consultants, business associates, service providers, suppliers, and other agents as Bancel deems reasonably necessary or expedient for the purpose of providing the Content.

Subject to the Privacy Policy, you hereby consent to receive email from Bancel. You acknowledge and agree that notices posted on the Site or sent to you by email satisfy any legal requirement that notices be in writing.

Restrictions on Use

You may use this Site solely for purposes expressly permitted by this Site (including these Terms of Use and any applicable Services Agreement). You may not use this Site or any Content for any other purpose, including any commercial purpose, without Bancel’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this Site or any Content, (ii) frame this Site or any Content, or (iii) link to this Site or any Content, without the express prior written permission of an authorized representative of Bancel. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or any Content. You agree to (A) promptly notify Bancel if you become aware of any unauthorized co-branding, framing or linking, and (B) cooperate with Bancel in causing any such unauthorized co-branding, framing or linking to immediately cease.

Information You Provide

You may not post, send, submit, publish, or transmit in connection with the Site or any Content any material that:

you do not have the right to transmit, including proprietary material of any third party;
advocates illegal activity or discusses an intent to commit an illegal act;
is vulgar, obscene, pornographic, or indecent;
does not pertain directly to this Site or the Services;
threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
violates any law or may be considered to violate any law;
impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
advertises any commercial endeavor or otherwise engages in any commercial activity except as may be specifically authorized on this Site or by any applicable Services Agreement;
solicits funds, advertisers, or sponsors;
includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
disobeys any policy or regulations established from time to time regarding use of this Site or any Services or any networks connected to this Site; or
contains links to other sites that contain content that falls within the descriptions set forth above.

Bancel reserves the right to monitor use of the Site and Content to determine compliance with these Terms of Use at its sole discretion, as well as the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither Bancel nor any third party that provides Content to Bancel will assume or have any liability for any action or inaction by Bancel or such third party with respect to any Submission.

About Software in our Services

When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.

Bancel gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Bancel as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Bancel, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Security

Any passwords used for the Site are for individual use only. You will be responsible for the security of your password (if any). Bancel will be entitled to monitor your password and, at its sole and absolute discretion, require you to change it. If you use a password that Bancel considers insecure, Bancel will be entitled to require the password to be changed or terminate your account.

You are prohibited from using any services or facilities provided in connection with the Site to compromise security or tamper with system resources or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Bancel reserves the right to release information about you to system administrators at other sites in order to assist them in resolving security incidents. Bancel reserves the right to investigate suspected violations of these Terms of Use.

You may not attempt to gain unauthorized access to any portion or feature of the Site or Content, or any other systems or networks connected to the Site or Content, or to any Bancel server, by hacking, password "mining," or any other illegitimate means.

You may not probe, scan, or test the vulnerability of the Site or any network connected to the Site, or breach the security or authentication measures on the Site or any network connected to the Site.

You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any other customer of Bancel, including any Bancel account not owned by you, to its source. You may not exploit the Site or any Content, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use or any applicable Services Agreement.

Bancel reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Bancel to disclose the identity of anyone posting any messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU HEREBY WAIVE AND HOLD HARMLESS BANCEL FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BANCEL DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BANCEL OR LAW ENFORCEMENT AUTHORITIES.

Force Majeure

In the event of force majeure, all of Bancel's obligations shall be suspended. Should the period in which Bancel cannot fulfill its obligations as a result of force majeure extend beyond ninety (90) calendar days, both parties shall be entitled to dissolve any contract in writing and Bancel shall be entitled to dissolve the agreement for the Services or Apps with no further obligation to or from either party.

Force majeure means circumstances not within Bancel's reasonable control that impede the fulfillment of Bancel's obligations under these Terms and Conditions, including but not limited to: late, delayed and/or incomplete delivery of Services or temporary or partial unavailability of your Account, Services, Apps, User Data, and/or User Contributed Data caused by circumstances beyond Bancel's reasonable control.

Disclaimer

You understand that Bancel cannot and does not guarantee or warrant that files available for downloading from the Internet or the Site will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site and Content for the reconstruction of any lost data. Bancel does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete and up-to-date and should be used for reference use only. You should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of your own judgment. Information obtained by using the Site or Content is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.

YOUR USE OF THE SITE AND CONTENT IS AT YOUR OWN RISK. THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. BANCEL HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. BANCEL DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITE OR ANY OTHER CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BANCEL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND BANCEL MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT BANCEL, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE OR ANY CONTENT. BANCEL MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in the Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the Site. Bancel does not undertake any obligation to update or maintain the accuracy of such information after it is posted or to remove such information from the Site if it is not, or is no longer, accurate or complete.

Limitation on Liability

BANCEL, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF BANCEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF BANCEL, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION, OR LIMITATION OF CERTAIN LIABILITIES. ONLY TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THESE TERMS OF USE DO NOT APPLY, AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Indemnity

You will indemnify, defend, and hold Bancel, its affiliates, and its and their licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively, the "Indemnified Parties") harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify, defend, and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the Site, Content, or any other information accessed from this Site.

Export Restrictions/Legal Compliance

You may not access, download, use, or export the Site or the Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions, and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Bancel in violation of any such restrictions, laws, or regulations. Neither the services or products of Bancel, nor the underlying information or technology, may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you hereby confirm that you, and any of your employees or agents who may access the Site or the Content, are not listed on any governmental export exclusion lists and will not export or re-export the Content to any country embargoed by the U.S. or to any specially denied national (SDN) or denied entity identified by the U.S.

Governing Law & Disputes

Except to the extent provided below in this paragraph, all legal issues arising from or related to the use of the Site will be construed in accordance with and determined by the laws of the State of Illinois applicable to contracts entered into and performed within the State of Illinois without respect to its conflict of laws principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to these Terms of Use.

By using a this Site, you agree that the exclusive forum for any claims or causes of action arising out of your use of the Site is the United States District Court for the Northern District of Illinois, or any Illinois State court sitting in Cook County. You hereby irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

In the event of a complaint, or to request further information, the provider may be contacted by e-mail at support@bancel.com.

No Class Actions

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Business Uses of our Services

If you are using our Services on behalf of a commercial enterprise, that commercial enterprise accepts these terms. It will hold harmless and indemnify Bancel and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Miscellaneous

If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter.

These Terms of Use do not create any third party beneficiary rights.

Bancel may revise these Terms of Use at any time by updating this posting.

Last updated: June 20th 2018