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TERMS OF SERVICE

Version 2.1
Last Modified: May 31, 2025

These Terms require users to use arbitration on an individual basis to resolve disputes rather than using jury trials or class actions. These Terms contain exclusions, disclaimers, and limitations of liability. Please read these Terms carefully.

These Terms of Service (the “Terms”) apply to your use of lightrailsites.com and all related software (the “Services”). These Terms are effective as of the Last Modified date above.

All references to “us” and similar words such as “we” and “our” (even if not capitalized) mean Banyan Theory, LLC, a Kansas limited liability company. All references to “you” and similar words such as “your” (even if not capitalized) mean the individual using the Services, and if you are using the Services on behalf of a business entity, it means both you and that business.

By using the Services, you are agreeing to these Terms and the other policies referenced in these Terms. If you are using the Services on behalf of a business entity, then you represent that you are authorized to use the Services on behalf of that business and you are agreeing to these Terms and the other policies referenced in these Terms on behalf of both you and that business. If a third party, such as a marketing agency, uses the Services to create or manage a website on you/your business’ behalf, then you are deemed to have accepted these Terms through the third party’s actions. By having a website or any service created, managed, or maintained through the Services, you agree to be bound by these Terms as if you had directly accepted them.

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

Use of the Services

License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services solely for your own business use.

Not for Children

The Services are not designed for children. You may not use the Services if you are under 13 years old.

Prohibited Uses

You shall not directly or indirectly: (a) use the Services for any illegal purpose or in a way that would violate another contract, (b) resell or otherwise make the Services available to third parties without our express permission, (c) use the Services in any way that may harm the Services, including using bots, scrapers, harvesters, or other automated systems, (d) take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services, or (e) attempt to use the Services without our express permission after we have terminated your right to use the Services.

Modifications

We may add to, modify, suspend, or discontinue, all or parts of the Services at any time, for any reason, with or without notice to you. We will not be liable to you for any such change.

Support

We will provide support to you via email or phone if you are a customer with a paid Subscription in good standing. If you are not a paying customer or do not have a Subscription in good standing, we will not have any obligation to provide any customer support with respect to your use of the Services.

Privacy Policy

Our privacy policy is available at lightrailsites.com/privacy-policy (the “Privacy Policy”). That Privacy Policy applies to your use of the Services. By using the Services, you consent to our collection and use of your information, as described in our Privacy Policy.

Text Messaging

If you provide your phone number to us and opt in to receive text messages from us, we may send text messages to you. We will only send text messages to you for the purpose(s) for which you have opted in, such as two-factor account verification or notification of events within the Services, and you can opt out from receiving text messages from us at any time by removing your phone number from or adjusting your preferences within the Services. Message frequency may vary. Message and data rates may apply.

User Accounts & Website Access

User Accounts

We may allow you to create an account (or we or one of our customers may create one for you) to use the Services. If you create (or accept) an account, then we may request information about you as described in the account setup process and in these Terms and the other policies referenced in these Terms. Please review our Privacy Policy to understand how we use your information. Subject to the other provisions in these Terms, both you and we may terminate your account any time.

Account Responsibilities

You must keep your account credentials private and may not allow other people to use your account. You are responsible for everything that happens through your account.

Creating Websites

After you create an account, you may be allowed to manage one or more websites, or we may manage one or more websites for you (each a “Website”). Although you may have an account for free, you cannot have a Website without a paid subscription (see the payment terms below).

Website Access

You may be granted access to one or more Websites. Your account can be assigned different roles and permissions by the person(s) with permission to manage accounts, and each assignment will have different permission sets.

Inviting Others to Access your Website

If your account has the appropriate permission(s), you may create an account for individual other users to access your Website and assign role(s) and permission(s) to each created account (which can be changed later).

Please note that the role(s) and permission(s) you assign to each created user account will dictate what that user can and cannot do to your Website and the data and information they will be able to access within your Website, including the ability to create other accounts, remove, or change permissions or roles of other users. You should assign roles and permissions carefully.

Domain Ownership & DNS Records

As between you and us, you will remain the owner of your domain (unless you and we agree otherwise in writing). Accordingly, it is your responsibility to pay all registrar fees associated with the domain and to manage all domain settings (for example, DNS records). Further, we may change our software and hardware and, from time to time, may require you to modify your DNS records to ensure your Website remains accessible on the internet.

Subscriptions & Fees

Purchasing a Subscription

You must purchase a subscription and pay the applicable subscription fees to maintain a Website (your “Subscription”). To make that purchase, you must provide valid payment information to us. When you provide that information, you are authorizing us and our third-party payment vendors (for example, Stripe) to charge all applicable Subscription fees and all additional “add-on” fees selected by you to your chosen payment method. You must ensure that your payment information in your account remains current and valid so that we may charge all Subscription fees to you during your Subscription.

All Subscription fees must be paid in advance. Unless otherwise noted, all payments are final and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form (if any), all of which you must pay. We may charge you interest at 2% per month for any undisputed Subscription fees which you fail to timely pay us in accordance with these Terms, in addition to other late fees described in our Billing Terms, viewable within the Services by users with billing permissions. You shall not issue “chargebacks” or “reversals” or otherwise attempt to reclaim payments made to us as part of your Subscription or add-on services or fees.

If you fail to pay any fees associated with your Subscription (including if we are unable to successfully charge the payment information you provide to us), then we may suspend or terminate your Subscription. Such suspension or termination may include restricting your ability to use the Services, deleting your account, and deleting the Website under that Subscription, and also deleting all data in our systems related to your account, Subscription, and Website. We disclaim all liability for such deletions, including any liability for perceived or actual loss of business.

Change to Fees

We may change Subscription fees at any time, for any reason. If we change the fees, we will attempt to provide reasonable prior notice to you, however, we will not be liable for any failure to provide prior notice to you.

Additional Services

If you request additional services beyond those offered in your Subscription and you and we agree in advance to any fees associated with such services, then we may provide the additional services and invoice you for the same. If you and we do not sign a separate agreement regarding additional services, then these Terms will control our provision of those additional services to you. If you and we sign a separate agreement regarding additional services, then (a) that agreement will control our provision of those additional services to you, and (b) these Terms will control the relationship between you and us with respect to the Services contemplated in these Terms.

Website Transfers

We may allow users to transfer Websites between them. Such transfers will be subject to any transfer procedures we have in place at that time. We may allow the transfer of just one Website, multiple Websites, and/or Subscriptions. If a transfer is completed pursuant to our transfer procedures, then the transferor will be released from future payment obligations with respect to the transferred Websites/Subscriptions, and the transferee will assume all future payment obligations with respect to the transferred Websites/Subscriptions.

Promotional Offers

We may offer free or discounted, promotional uses of the Services (including promotional Websites), in our sole discretion. We may withdraw your right to use any one or more of such promotional offers at any time, for any reason, with or without notice to you.

Cancelling a Subscription

You may cancel your Subscription at any time by contacting us at least 30 days in advance of the effective date of cancellation (the “cancellation date”). All such cancellations will be effective at the end of your then-current Subscription term unless you and we agree in writing to a different cancellation date. If you pay annually or semiannually and you have paid for services that would have occurred after the cancellation date then upon your request we will issue you a prorated refund on or after the cancellation date if such request is received by us any time after your cancellation request and prior to 30 days after the cancellation date. During the period between the date you cancel your Subscription and the cancellation date, your Website will remain accessible on the internet unless either (a) you request that we take your Website offline earlier than that or (b) you change your Website domain’s DNS settings to prevent this. You must pay all Subscription fees during the remaining period of your term even if you cease using the Services before the end of the term.

We may cancel your Subscription at any time, for any reason. If we cancel your Subscription, we will attempt to provide reasonable prior notice to you, however, we will not be liable for any failure to provide prior notice to you. The effective date of a cancellation by us will be the date indicated on the notice we provide to you (which may be the same date as the date the notice is delivered to you).

Your Content

Customer Data

You may be allowed to submit data to us (such as text, documents, images, audio, videos, and more) (“Customer Data”). For clarity, Anonymous Data (defined in our Privacy Policy) is not regarded as Customer Data. As between you and us, you will retain all ownership rights in your Customer Data in the form submitted to us. You represent that you own your Customer Data, or otherwise have legal rights to your Customer Data, and that the license you grant us to use your Customer Data is valid and does not violate any other contract or law.

License to Use Your Customer Data

You grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, store, use, process, copy, distribute, display, perform, create (for the purposes of reformatting the data to display in the Services) derivative works from, and export, your Customer Data, with or without attribution for the following purposes: (a) to provide, maintain, and update the Services, (b) to prevent or address service, security, support, and technical issues, with the Services, and (c) as required by law. Please refer to our Privacy Policy for additional information about how we may use your Customer Data.

Visibility of Your Customer Data

Please note that your Customer Data may be visible to other users of the Service depending on the privacy settings chosen by you (please review our Privacy Policy to understand your rights with respect to privacy settings). We cannot guarantee that those other users will not violate your rights with respect to your Customer Data and we disclaim all liability for uses by other users.

Deleting Your Customer Data

Notwithstanding anything contrary in these Terms, we do not have any obligation to retain or otherwise backup your Customer Data. Additionally, we may monitor, edit, or delete your Customer Data from the Services (or from your individual Website) if we determine that it is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or in violation of these Terms, any laws or regulations, or any other party’s rights. Please review our Privacy Policy to learn more about your rights with respect to the retention and deletion of your Customer Data.

Your Legal Disclaimers & Privacy Policy

You may choose to publish legal disclaimers to your Website. We encourage you to do so, especially when required by law or any regulatory body. However, we do not make any guarantees regarding what disclaimers you should include or how to include them, and we disclaim all liability with respect to the disclaimers you include and, if you don’t include any disclaimers, your failure to do so.

You shall include a privacy policy on your Website and comply with that privacy policy at all times. We may provide you with template language for your privacy policy, which you can choose to use, not use, or edit, in your sole discretion. However, we do not make any guarantees regarding what your privacy policy should say or regarding the template language we provide, and we disclaim all liability with respect to each of the foregoing. You shall not take any action to remove or hide the privacy policy link from the footer of your Website.

Pre-Written Content

We may provide template language for you to use on your Website, including descriptions of your services and products. However, it is your sole responsibility to review and edit the template language to ensure it accurately describes your services and products and to ensure it does not violate any applicable laws or regulations. Please note that our template language is not necessarily written by licensed agents. We do not make any guarantees regarding the template language we may provide, and we disclaim all liability with respect to that template language.

Forms

You may be able to have web forms on your Website using the Services. If a Website user submits a web form on your Website, we will include the submission in your account, and we recommend you check your account periodically to receive those submissions. We will also attempt to notify you via email that a submission has been made (unless you unsubscribe from such notifications), but we cannot guarantee that you will receive those emails, and we disclaim all liability for the failure of such notifications to reach you. It is your responsibility to ensure you can receive the emails we send to you and to change your email address in your account whenever necessary.

You should not request from website users any information with special regulatory security or handling requirements, such as protected health information, credit card information, bank account information, and similar highly sensitive types of information, because the Services may not meet such requirements.

Security

We take security seriously, and we encourage you to use one or more of the two-factor authentication options we make available for free on your account. Additionally, we may request, install, renew, and otherwise manage, an SSL/TLS certificate on your Website in order to make your website available via the HTTPS protocol in accordance with industry standards.

Use of a third-party website traffic proxy service is optional. If you choose to use a third-party service to proxy your Website traffic, even as a result of our recommendation to do so, you acknowledge that such third-party proxy services will have the ability to view all traffic and web form submission data between your website users and the Services. We disclaim all liability related to your use of a third-party proxy service.

Intellectual Property

Our Property Rights

The Services (including all design, software, code, and other content on the Services) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. As between you and us, we own all the foregoing. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these Terms.

Any content we may make available to you is exclusively for use on your Website while you are a customer with a paid Subscription in good standing. You are not permitted to use our content (text, images, videos, and similar) anywhere else, even if you are no longer a paying customer.

Copyright/DMCA Policy

We respect intellectual property rights and it is our policy to comply with the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on the Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a DMCA Notice to our Designated DMCA Agent at copyright [at] banyantheory [dot] com.

Your DMCA Notice must include all the following:

  • Identification of the copyrighted work that you claim has been infringed.

  • Identification of the material that is claimed to be infringing and specifically where it is located on the Service.

  • Sufficient information for us to contact you such as your address, phone, or email address.

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.

  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

PLEASE NOTE: Under U.S. federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Exclusions, Disclaimers, & Limitations of Liability

All references to “us” and similar words such as “we” and “our” (even if not capitalized) in this section mean us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates.

  • The Services are offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.

  • Without limitation, we do not represent or warrant that (a) the information on the Services is free from error, (b) the functionality of the Services will be uninterrupted, secure, or free of errors, (c) defects in the Services will be corrected, or (d) that the Services or the equipment the Services use are free of viruses.

  • To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including (a) any representation or warranty related to the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, (b) any representation or warranty related to non-infringement (including all forms of intellectual property infringement), (c) any representation or warranty related to compliance with the Americans with Disabilities Act or any similar federal or state law or regulation, and (d) all liability for identity theft and other misuse of your identity or content. For the avoidance of doubt, under no circumstances shall we have an obligation to defend or indemnify you against any claim, cause of action, or allegation made against you.

  • We do not vet content submitted by users of the Services and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.

  • We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Services, or for any other websites or applications which are linked to or referenced in the Services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.

  • We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Services or your use of the Services.

  • All limitations of liability in these Terms will apply regardless of the underlying legal theory of the claim (contract, negligence, tort, etc.) and regardless as to whether we have been advised of the possibility of such damages.

  • All limitations of liability in these Terms will apply to the fullest extent permitted by law.

  • Subject to the limitations of liability in these Terms, our liability to you or any third party will not exceed the amount you paid for the Services during the 12 months immediately preceding our receipt of notice of your or the third party’s claim, or if the claim does not relate to a purchase, then $100.

  • Any cause of action or claim which you may have which arises out of or in connection to the Services or your use of the Services must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.

  • All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

Some jurisdictions do not allow certain exclusions, disclaimers, and limitations of liability. To the extent such jurisdictions’ laws are applicable to your use of the Services, such exclusions, disclaimers, and limitations of liability, will be limited to the extent required by the applicable law.

Termination

Subscription Cancellations

The rights of each party to cancel a Subscription are provided above.

Your Rights

Other than Subscription cancellations, you may terminate your use of the Services any time. If you owe us any payments at the time you terminate your use of the Services, then you must promptly pay us all such payments after the termination. In all cases, you will remain liable for any damage you caused or may later cause to us or any part of the Services.

Our Rights

In addition to our rights to cancel a Subscription, we may temporarily or permanently terminate one or both of (a) your account and delete all content (including your Customer Data) associated with your account, and (b) your licensee to use the Services. We may exercise those rights at any time, for any reason, in our sole discretion, with or without notice to you.

Survival of Terms

Even if your Subscription is cancelled, and even if your license to use the Services is terminated (by either party), the following provisions of these Terms will continue to apply to you and will survive such termination: (a) all provisions restricting your right to use the Services and all provisions limiting our obligations to you, (b) all provisions related to your obligation to pay us sums you owe us, (c) all provisions related to our intellectual property rights and all provisions related to your licenses of (and representations regarding) your Customer Data, (d) all provisions related to your indemnification obligations and all provisions related to arbitration, governing law, jurisdiction, and waiver of jury trials, (e) all provisions related to exclusions, disclaimers, and limitations of liability (except as limited by applicable law), (f) all provisions related to termination of your account and license to use the Services, and (g) all miscellaneous provisions.

Indemnification

You shall indemnify us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses and liabilities including attorneys’ fees, costs, judgments, and damages of every kind arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against a Protected Party, related to your (a) use of the Services, (b) breach of these Terms or any other policies referenced in these Terms, (c) submission of content that violates third party rights or applicable laws, or (d) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.

The Protected Parties shall have no obligation to indemnify or defend you and/or your parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives of you and your parents, subsidiaries, and affiliates (the “User of Services Parties”) as the result of any third-party claim made against one or more of the User of Services Parties relating in any way to the use of the Services, either under these Terms or any prior terms or agreements between one or more of the User of Services Parties and us. Any statutory duty we may otherwise have to defend or indemnify the User of Services Parties against such third-party claims relating in any way to the use of the Services is hereby disclaimed to the fullest extent permissible by law.

Arbitration

If a dispute arises between you and us related to the Services, your use of the Services, or these Terms or any policies referenced in these Terms, then the dispute will be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Kansas Secretary of State. The arbitration proceedings will be held in Johnson County, Kansas, USA, or virtually if both you and we agree to virtual arbitration.

If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the legal provisions below.

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

CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

Legal Provisions

Governing Law & Jurisdiction

Our provision of the Services, your use of the Services, and these Terms and all policies referenced in these Terms, will be governed by and construed in accordance with the laws of Kansas excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, both you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Johnson County, Kansas, or when applicable in the U.S. District Court having jurisdiction over that county.

Waiver of Jury Trial

You and we each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to the Services, your use of the Services, and these Terms and all policies referenced in these Terms.

Miscellaneous

Entire Agreement

These Terms, and all policies referenced in these Terms (if applicable to you), contain the entire agreement between you and us related to the Services and your use of the Services, and supersede all prior discussions and agreements (whether oral or written) by you and us related to the same, including any Website Development Agreement(s) between you and us dated prior to the Last Modified date above.

Waiver

Any failure or delay by us to exercise any right or remedy in these Terms will not operate as a waiver of the same. Any waiver by us of a breach by you of any provision in these Terms will not operate as a waiver of any subsequent breach. Any waiver by us will not be effective unless and until it is in written form and signed by us.

Severability

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

Assignment

You may not assign your rights or obligations in these Terms, or any policies referenced in these Terms, without our prior written consent. Any attempted assignment by you will be null and void. We may assign our rights and obligations in these Terms at any time, for any reason, with or without notice to you.

Power to Amend These Terms

We may amend these Terms any time, for any reason, with or without notice to you. Your continued use of the Services after the amended Terms are posted on the Services will constitute your acknowledgment and agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended Terms, or (b) 30 days after the amended Terms are posted on the Services.

Contact

Unless otherwise required by these Terms or by law, you may contact us at service [at] banyantheory [dot] com.