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Green Status Pro Essential CMRT Terms of Service

 

Green Status Pro provides its Essential CMRT (“Service”) pursuant to the following Terms of Service.  These Terms of Service apply to both individuals and Registered Entities (as defined below), and are effective immediately upon your clicking the “Purchase” button on the payment form or upon accessing the service for which these Terms of Service have been accepted on your behalf. You may not use the service until you or an authorized entity or individual who has granted you access, has read and accepted all of the Terms of Service. As used in the Terms of Service, the terms "you", "your" or "user" all refer to both the person using the service in any way, including those registered as, for, or on behalf of a corporate entity, such as a company, business, affiliated entities, corporation, government agency, or other business entity (“Registered Entity”) (i.e., not as an individual) and its employees, subcontractors, affiliates, and all other persons or entities permitted to access and use the service.

Content. You retain all rights to your Content and we do not own or license your Content. You grant us a non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute your Content, only as required to provide the Service, and you warrant that (i) you have the right to grant us the license, and (ii) none of your Content infringes on the rights of any third party. Each party agrees to apply reasonable technical, organizational and administrative security measures to keep Content protected in accordance with industry standards. You agree to comply with all legal duties applicable to you as a data controller by virtue of the submission of your Content within the Service. If your Content is subject to European Union data protection laws and is processed by us as a data processor acting on your behalf (in your capacity as data controller), we will use and process your Content in order to provide the Service and fulfill our obligations under the Agreement, and in accordance with your instructions as represented in this Agreement.  Notwithstanding anything to the contrary, this Section expresses the entirety of our obligations with respect to your Content. “Content” means any of your, or your users’ or recipients’ files, documents, recordings, and other information that is uploaded to your Service account for storage, or used, presented or shared in connection with the Service.

Your Accounts.  You are solely responsible for (i) all use of the Service by you and your users, (ii) obtaining consent from your users to the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Service. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Service or terminate the Agreement if you, your users, or attendees are using the Service in a manner that is likely to cause harm to us. You agree to notify us immediately and terminate any unauthorized access to the Service or other security breach.

 

Compliance with Laws. In connection with the performance, access and use of the Service under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Service. Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for noncompliance with applicable laws.

Service Fees. You agree to pay any applicable fees for the Service plan described in your Subscription Form.  If you have exceeded your usage plan limits, Green Status Pro reserves the right to charge you for such usage and you agree to pay such additional fees as required under these Terms of Service. Green Status Pro reserves the right to change fees for the Service at any time, at its discretion, with notice to you, which notice may be provided to your email address on file with Green Status Pro or through your Green Status Pro account.

 

Fees. Users may have the option to subscribe to the Service plan with fees paid (a) monthly or (b) annually. Fees shall be due and payable to Green Status Pro by credit card or, for annual payments only, by check in advance. Green Status Pro reserves the right to suspend the accounts of Users who fail to make payments on their plan. All fees are non-refundable, in whole or in part, even if the Service is suspended, cancelled or transferred prior to the end of your monthly or annual payment plan. Users subscribing to the Service will be responsible for paying all twelve-monthly payments, even if the Service is suspended, cancelled or transferred prior to the end of the twelve (12)-month period starting on the date you subscribe to the plan. 

Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, and similar taxes (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Service, except those Taxes based on our net income, or Taxes for which you have provided an exemption certificate. We reserve the right to gross up the price for Services in any invoice, or require you to gross up your payment, if your withholding obligations prevent us from receiving the amount specified in the Order. Additionally, if you do not satisfy your Tax obligations, you agree that you will be required to reimburse us for any Taxes paid on your behalf, and we may take steps to collect Taxes we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.

Green Status Pro Indemnity. Green Status Pro will defend and indemnify the Registered Entity or individual who has accepted the Terms of Service against any action brought against such Registered Entity or individual by a third party to the extent that it is based upon a claim that the Service, as provided by Green Status Proto you under this Terms of Service and used within the scope of the Terms of Service, infringes any U.S. copyright, trademark or trade secret, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded by a U.S. court of law either by final judgment or settlement against such Registered Entity or individual. Notwithstanding the foregoing, Green Status Pro shall have no liability for any claims resulting from or arising out of the combination of the use of the Service with any Regulatory Filings or Customer Contractual requirements.

You agree to indemnify and hold harmless Green Status Pro, its subsidiaries, affiliates and service providers, and its and their directors, officers, agents and employees ("Indemnitees"), from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content; your use of the Service; your use of a third party Application; your reviews or feedbacks; your connection to the Service; your violation of the Terms of Service; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Service. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Service, an Application or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of any term of the Terms of Service.

Limitation of Liability. You expressly understand and agree that Green Status Pro and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Green Status Pro has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of a substitute service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) loss or corruption of data; or (vi) any other matter relating to the service.

 

You also agree that Green Status Pro will not be liable for any (i) interruption of business, (ii) access delays or access interruptions to this site or the web site(s) you access through the service; (iii) data non-delivery, mis-delivery, corruption, destruction or other modification; (iv) unauthorized access to data entered in, or breach of any security mechanisms utilized in, the service or in any restricted field therein or an application; or (v) events beyond Green Status Pro’s reasonable control.

In no event shall Green Status Pro's maximum aggregate liability exceed the amount paid by you to Green Status Pro for the service, to a maximum amount equal to service charges for six (6) months of the service.

Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or limitation of liability for incidental or consequential damages in certain circumstances. Accordingly, some of the above limitations may not apply to you.

 

Audits:  Green Status Pro shall reasonably cooperate with you (at your cost) or with an applicable regulatory authority in connection with the examination of your Content or other data in your Green Status Pro accounts by such applicable regulatory authority in connection with an audit or other formal proceeding by such regulatory authority.

Term.  These Terms of Service shall be effective upon Purchase of the Set-up Service and thereafter shall continue on an annual basis, until terminated with thirty days (30) days' written notice by either party, or until terminated as specified below.

 

Termination by Green Status Pro: You acknowledge and agree that Green Status Pro, in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service, without prior notice and for any reason, including if you engage in any conduct that Green Status Pro believes: (a) violates the letter or spirit of any term or provision of the Terms of Service or the Supplemental Terms, (b) violates the rights of Green Status Pro or third parties, or (c) is otherwise inappropriate for continued access and use of the Service. You agree that, upon termination, Green Status Pro may delete all files and information related to your account and may bar your access to your account and the Service. At your written request within 5 business days of termination Green Status Pro will provide you with a copy of the most recent data from your Service account. Notwithstanding the foregoing, Green Status Pro will not provide you access to the most recent data from your Service account if Green Status Pro believes that such data violates the rights of Green Status Pro or third parties. Further, you agree that Green Status Pro shall not be liable to you or any third party for any termination of your access to the Service.

General Information.

  1. Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the Commonwealth of Massachusetts, USA without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and Green Status Pro agree to submit to the personal and exclusive jurisdiction of the courts located within the Boston, Massachusetts, USA. English shall be the controlling language of the agreement with you with respect to the Service, and you agree that you fully understand the terms of the same. In addition, all enquiries, support related or otherwise, regarding the Service should be submitted in English, which shall be the controlling language of the agreement with you with respect to the Service, and you agree that you fully understand the terms of the same. In addition, all enquiries, support related or otherwise, regarding the Service should be submitted to Green Status Pro in English, and Green Status Pro will respond to such enquiries in English only.
     

  2. The Terms of Service do not limit any rights that Green Status Pro may have under trade secret, copyright, patent, trademark or other laws. The failure of Green Status Pro to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
     

  3. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
     

  4. The Terms of Service will inure to the benefit of Green Status Pro and its successors and assigns.
     

  5. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
     

  6. You must not modify, adapt or hack the Service.
     

  7. You must not modify another website so as to falsely imply that it is associated with the Service or Green Status Pro.

  8. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Green Status Pro.
     

  9. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
     

  10. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.  The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superceding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
     

  11. Questions about the Terms of Service should be sent to info@greenstatuspro.com.  Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
     

  12. Green Status Pro reserves the right to update and change these Terms of Service without notice.