Terms and Conditions

Welcome to BioHiTechcloud.com, and/or to the interactive use of the website features through Our applications that run on mobile devices (collectively, the website and the mobile application services are referred to as the “Service”), owned and operated BioHiTech America, LLC. (“We” or “Us” or equivalent pronouns). Upon use of the Service for any purpose, including but not limited to viewing the content on the Service, these terms of use (the “Terms of Use”) constitute a contract by and between the person or entity using this Service (“You” or equivalent pronouns) and Us. If You are using the Service as a representative of an organization You represent to us that You are authorized to bind such organization, and herein “You” or equivalent pronouns refers to both You, individually, and the organization. Your use of the Service constitutes an agreement to these Terms of Use, Our Privacy Policy and Our Acceptable Use Policy. We do not consent to Your use of the Service unless You have agreed to these Terms of Use, Acceptable Use Policy and Privacy Policy, therefore if You do not so agree, immediately cease any and all use of the Service and make no use of any kind of the Service or any Information (defined below) on the Service in the future.

Changes and Notice.

We may change these Terms of Use, the Acceptable Use Policy and/or Our Privacy Policy at any time by posting revisions to Our Service. Your continued usage after such changes are posted constitutes acceptance of each of the revised Terms of Use and/or Privacy Policy. We encourage You to familiarize Yourself with such policies. Our Service Privacy Policy may be found at a link for “Privacy Policy” or equivalent on the Service.

Introduction.

Please read the following carefully before using this Service. By accessing this Service, You acknowledge, represent, warrant and covenant that: (i) You have read and understand these Terms of Use; (ii) You have and will access the Service and use Information made available on the Service solely for Your own personal use, or use for Your business if You have been authorized to do so in the Service Order, as more fully described below. You further covenant to comply with all applicable national and international, federal and state laws, rules and regulations with respect to Your use of the Service.

Eligibility.

Membership with the Service is void where prohibited. The Service is intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to the Service by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service, You represent and warrant that You are 13 or older and that You agree to and to abide by all of the terms and conditions of these Terms of Use.

Service Orders.

Some portions of the Service may be provided free. Free Services provided by Us are still subject to these Terms of use. In other cases, access to additional premium Services may be subject to Your agreement to pay fees. Such agreement shall be set forth in the order processing system which identifies the nature and amount of the premium Services that You are ordering, the term of such access, the fees charged for such Services, and other conditions related to such premium Services (a “Service Order”). The terms in a Service Order control over any conflicting or different terms and conditions in these Terms of Use. Unless specifically stated in a Service Order, all fees are non refundable, and We may terminate access to the premium Services immediately upon non payment of such fees when due.

Access credentials.

You may not and covenant not to disclose, share or distribute access credentials (login information) to allow anyone other than You (or in the case of a business use permitted in a Service Order, a business) to login and use the Service as You. You covenant to maintain such login credentials confidential and secure from unauthorized access or use.

Copyrights and Limited License.

All words, pictures, content, graphs, charts, data and other matters presented or made available on the Service sourced from Us are Our proprietary property and copyrighted “Copyright 2012-2017 BioHiTech America, LLC.” (the “Information”). We grant You a limited, royalty free, non-exclusive, revocable license to make use of the Information for Your own personal purposes only. For the avoidance of doubt You are specifically not authorized to access, and not authorized to use, any Information on the Service, for any business purpose other than to present information about Your own business to Your other employees/members. All other rights are expressly reserved. For the avoidance of doubt, and including by way of example and not limitation, except to the extent necessary to make use of the Service, You are not authorized to use, and You specifically covenant that that You will not use, the Information on the Service to: (i) provide access to the Information to any third person, or to otherwise distribute, make available, transmit or otherwise disseminate the Information to anyone else or to allow someone else to use the Information on the Service; (ii) download any Information on this Service (except for Your personal, or as applicable business, use); (iii) sell the Information downloaded (or copied in another form) for money, exchange or other consideration; (iv) redistribute the Information for free to anyone; (v) make any more than one print copy of the Information for Your personal (or if applicable business) use; (vi) republish the Information; (vii) make any alterations, additions or other modifications to the Information; or (viii) use the Information to compete, directly or indirectly, with Us.

Communications Decency Act Notice.

We hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is not suitable to minors. You can discover some of the providers of such parental control technology by searching for “parental control software” using a major search engine, or by visiting www.ftc.gov.

No License to Trademarks.

All of Our trademarks, service marks, tradenames or other identifying marks displayed on the Service (the “Marks”) are owned by Us and/or Our licensors. The Service may also contain trademarks of third parties; such marks are owned by third parties and unless expressly stated, We are not affiliated with or associated with the owners of such third party marks, and such marks are used on the site solely to identify the goods and services of such owners and not to represent any affiliation with such trademark owners. Except as applicable law may otherwise provide, or except as agreed to in writing by Us, We do not consent to any use of Our Marks by any person and do not grant You any right to use the Marks displayed on this Service.

Misuse of the Service.

You violate these Terms of Use and engage in unauthorized use of (and exceed authorized access to) Our computer systems when You make any use of the Service that is not in conformity to the limitations and permitted uses above, or that violate Our Acceptable Use Policy set out below, which is incorporated by reference.

Available Remedies.

We do not validate, error check or otherwise confirm the truth or accuracy of Information posted on the Service; nor do We review or warrant the quality or accuracy of Information that You may acquire from the Service. You agree not to sue or make any claim of any kind against Us regarding Information posted or available on the Service. When We become aware of any incorrect Information, harmful activities or if We receive any claim from a third party, in Our sole and unfettered discretion We may take steps to stop the activity, such as removing the offending materials, denying the offender access to the Service, removing or deleting the Your account (and preserving the related data in case of any claim by a third party) or any other action We deem appropriate. We may be required to remove or block access to content or postings upon receipt of a proper notice of copyright infringement, and We may do so by disabling an entire page or record, instead of disabling solely the allegedly infringing content. The sole and exclusive remedy for any claim against Us shall be for Us to repair, replace or remove erroneous or illegal Information.

Disclaimers as to Information; Limitations of Liability.

WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE INFORMATION FOR ANY PURPOSE. THE SERVICE AND ALL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND/OR THE INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, ARE SPECIFICALLY DISCLAIMED. IN NO EVENT SHALL WE AND/OR OUR CONTRIBUTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE INFORMATION OR THE SERVICE. THERE IS NO WARRANTY THAT ANY INFORMATION, SERVICE, CONTENT, COMPUTER PROGRAM OR ANY EFFORTS PROVIDED BY US WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. YOUR SOLE REMEDY IN THE EVENT YOU HAVE ANY CLAIM AGAINST US IN RESPECT OF THE SERVICE OR THE INFORMATION IS FOR US TO REPAIR, REPLACE OR OTHERWISE CORRECT (OR REMOVE) THE INFORMATION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Linking; No Framing.

We permit reasonable, good faith and non-defamatory links to the Service so long as: (i) it is clear in the link reference that We have not endorsed the contents of the referring page, and that any statements made have not been reviewed or approved by Us; and (ii) no use is made of Our Marks (though the wordmarks may be used if proper credit is provided on the page). Unless We have specifically agreed to do so in writing pursuant to a written agreement signed by Us, We do not consent to “framing” or displaying any of Our Information in connection with, inside of, in relation to, or otherwise as part of, any other Service or other information provider. We reserve the right at any time to terminate this consent, and You agree that immediately upon receipt of such notice, You will terminate all links identified by Us to be terminated.

Electronic Communications.

You agree to transact business with Us using electronic communications, either via web forms on the Service, or via email. Electronic communications will be deemed received by You when Your email or other electronic communication system reports that any email/communication We send You, has been received by Your system, regardless of whether You ever actually open or read such communication. We may, but are not required, to use return receipt requests. Unless specifically required by applicable law, You consent to receive all notices, information, and other communications from Us concerning any subject matter, via electronic email or other electronic communication. It is Your responsibility to maintain a valid email address and electronic communication service addresses, and We may terminate Your access to the Service at any time that We determine You are in violation of these Terms of Use, or fail to maintain a valid electronic communication address.

Direct Database Access prohibited.

You may not directly access Our database except (1) via the standard /browser/graphic user interface; or (2) via Our application program interface (API), after agreeing to Our API license agreement (and then, only when You access in compliance with the terms of said API license). You may not use (and We do not consent to) any robot, script, or other automated tool to access or use the Service, any Information, or any data or the database. You may not manually access or copy the database, Information or Service or any part of thereof, except solely and exclusively in accordance with Your license granted above. The above shall not prohibit any act permitted by law, as by, for example, a bona fide search engine that is automatically indexing the Service for its search engine database (as long as the result of a query to such search engine returns a link back to the Service), and the search engine is not re-presenting the Information in a manner that is or would be competitive to the Service, or using the Information to present in a search query response to a user, links to competing websites.

Copyright Complaints.

We respect the intellectual property rights of others. When We receive proper notification of alleged copyright infringement, We promptly remove or disable access to the allegedly infringing material as described herein in accordance with the Digital Millennium Copyright Act, and We may terminate the accounts of persons engaging in such acts, or take other means, including IP blocking, to disable such access. If You believe that any material on the Service infringes upon any copyright which you own or control, You may send a written notification of such infringement to Our Designated Agent at [email protected] and to BioHiTech America, .

Termination.

Unless a Service Order provides otherwise We may terminate Your access to the Service for any reason, or no reason, at any time in Our sole discretion, with or without notice.

Indemnity.

You agree to defend, indemnify, and hold Us, Our affiliates, and Our respective officers, directors, employees and agents, harmless from and against any third party claims, actions or demands, including without limitation actual legal and accounting fees, alleging or resulting from (i) Your use of any of Our Information or Our Marks, (ii) Your use (and/or misuse) of the Service, (iii) Your breach of the terms of these Terms of Use, the Acceptable Use Policy, or the Privacy Policy, or (iv) Your violation of any applicable US, international, federal and state laws, rules and regulations.

Reservation of rights.

We reserve all rights not expressly granted herein. Except as set forth in these Terms of Use, no express or implied license or right of any kind is granted to You regarding the Service. Except as expressly permitted herein, You covenant not to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, adapt, disassemble, decompile or reverse engineer the Service or any software comprised in the Service, or to create derivative works based on, or obtain possession of any source code of, or technological material relating to, the Service or any portion thereof.

Governing Law; Choice of Forum.

These Terms of Use and Your use of the Service shall be governed and construed in accordance with the laws of the State of Delaware, exclusive of its conflicts of laws principles. You consent and submit to the sole and exclusive jurisdiction and venue over any action, suit, or other legal proceeding that may arise out of or in connection with these Terms of Use, by the state or federal courts of the State of Delaware.

Arbitration.

Except for solely equitable claims which may be pursued immediately and directly in court, all claims by a party for breach of this Agreement that are not resolved by mutual written agreement shall be settled by binding arbitration before a single arbitrator under the rules of the American Arbitration Association. The location of such arbitration shall be in the State that Our principal offices are located at the time the dispute arises, or at a location determined by the arbitrator(s). The parties shall mutually agree on an arbitrator or if they cannot, the arbitrator shall be appointed under the rules of the American Arbitration Association. Arbitration may be commenced by either party by giving written notice to the other party that the dispute has been referred to arbitration under this Section. Any award rendered by the arbitrator shall be conclusive and binding upon the parties, provided that any such award shall be accompanied by a written opinion giving the reasons for the award. This Section shall be specifically enforceable by the parties and the decision of the arbitrator may be filed under the Federal Arbitration Act or any equivalent state arbitration act as an award of arbitration and shall be a judgment of record in such court; provided however, that either party may appeal the decision of the arbitrator as if such decision had been rendered by such court sitting without a jury, subject to all court rules and procedures for collection and stay of judgment. Each party shall pay its own expenses of arbitration and the expenses of the arbitrator shall be equally shared. In all cases each of the parties IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A DEMAND A TRIAL BY JURY of any claim arising out of or related to this Agreement or the performance or non performance of either party.

Miscellaneous.

We, You, and permitted successors or assigns, are the sole intended beneficiaries of this Agreement, there are no other intended beneficiaries of this Agreement, and no such unintended beneficiary or third party shall have the right to sue on or enforce this Agreement. Without limiting the foregoing, You shall not (except as expressly permitted in this Agreement) (i) license, sublicense, sell, resell, transfer, assign, distribute, provide as a service bureau or software-as-service or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or internet-based device; or (iv) build a competitive product or service or build a product using Confidential Information of Us or using the access You have had to the Service. You shall not allow sharing of access credentials or access rights and may not reassign or otherwise transfer such rights. Questions or comments regarding these Terms of Use should be directed to Us care of [email protected].