Universal Terms of Service for Green Halo Systems Software and Services
This Universal Terms of Service for Green Halo Systems Software and Services Agreement ("Agreement") is by and between Green Halo Systems, Inc. ("Green Halo Systems") a/an California Corporation and you, your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Green Halo Systems software ("Software") and services ("Services") and explains Green Halo Systems's obligations to You and Your obligations to Green Halo Systems in relation to the Software and Services You purchase.
This Agreement as well as any additional Green Halo Systems policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Green Halo Systems concerning Your use of Green Halo Systems's Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Green Halo Systems policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference, including the dispute policy ("UDRP"). By purchasing Green Halo Systems's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Green Halo Systems may establish from time to time, and any agreements that Green Halo Systems is currently bound by or will be bound by in the future. You may view the latest versions of these Agreements here.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Green Halo Systems, whether or not the transactions were in Your behalf. You acknowledge that Green Halo Systems's acceptance of any application made by You for Services provided by Green Halo Systems will take place at the Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar's offices located in Scottsdale, California, USA.
You agree that Green Halo Systems may modify this Agreement and the Services from time to time. You agree to be bound by any changes Green Halo Systems may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Green Halo Systems, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Green Halo Systems will not refund any amounts You have paid. You agree that Green Halo Systems shall not be bound by any representations made by third parties who You may use to purchase Services from Green Halo Systems, and that any statement of a general nature, which may be posted on Green Halo Systems's web site or contained in Green Halo Systems's promotional materials, will not bind Green Halo Systems. Green Halo Systems may, at times, offer certain promotions with different charges and features.
You agree that You will be responsible for notifying Green Halo Systems should You desire to terminate Your use of Green Halo Systems's Services. Notification of Your intent to terminate must be provided to Green Halo Systems no earlier than ten (10) days prior to Your billing date but no later than three (3) days prior to Your billing date.
You agree to maintain accurate information by providing updates to Green Halo Systems, as needed, while You are using Green Halo Systems's Services. You agree You will notify Green Halo Systems within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Green Halo Systems to determine the validity of information provided by You will constitute a material breach of this Agreement.
You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the "Account Access Information"). For security purposes, Green Halo Systems recommends that You change Your password and shopper PIN every six (6) months, for every Green Halo Systems account, subject to Green Halo Systems's password and PIN guidelines. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Green Halo Systems immediately of any unauthorized use of Your account or any other breach of security. You agree Green Halo Systems will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Green Halo Systems or another party due to someone else using Your Account Access Information. You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Green Halo Systems specifically disclaims liability for any activity in Your account, whether authorized by You or not.
As a condition of Your use of Green Halo Systems's Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Green Halo Systems if, for any reason, Green Halo Systems takes corrective action with respect to Your improper or illegal use of its Services.
Green Halo Systems reserves the right at all times to disclose any information as Green Halo Systems deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Green Halo Systems's sole discretion.
If You have purchased Services, Green Halo Systems has no obligation to monitor Your use of the Services. Green Halo Systems reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Green Halo Systems reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
Green Halo Systems reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Green Halo Systems or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Green Halo Systems may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.Except as set forth below, Green Halo Systems may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Green Halo Systems in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to:
Notwithstanding anything to the contrary herein, in the event Green Halo Systems cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to Green Halo Systems in connection with the Services being cancelled. In the event Green Halo Systems deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Green Halo Systems if, for any reason, Green Halo Systems takes corrective action with respect to Your improper or illegal use of its Services.
You agree Green Halo Systems may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay Green Halo Systems liquidated damages of one dollar ($1.00) for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay Green Halo Systems's actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of Green Halo Systems's Anti-Spam Policy, available here. Such terms and conditions are applicable to the use of all Green Halo Systems Software and Services and are incorporated herein.
You agree Green Halo Systems or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the Green Halo Systems web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Green Halo Systems or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Green Halo Systems or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
If You have licensed software from Green Halo Systems, Green Halo Systems grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two (2) or more computers at one time.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
Green Halo Systems reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Green Halo Systems. The source code and its organization are the exclusive property of Green Halo Systems and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Green Halo Systems.
Green Halo Systems PROVIDES THIS SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
As consideration for the Software or Services purchased by You and provided to You by Green Halo Systems, You agree to pay Green Halo Systems at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Green Halo Systems expressly reserves the right to modify pricing through email notification and/or notice on its web site. Payment may be made by You by by providing either a valid credit card or a coupon or PayPal Account.Your Payment Method on file must be kept valid if You have any active products in Your account.
If for any reason Green Halo Systems is unable to charge Your Payment Method for the full amount owed Green Halo Systems for the Services provided, or if Green Halo Systems is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Green Halo Systems may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Green Halo Systems is unable to charge Your credit card with the full amount of the Services provided, or if Green Halo Systems is charged back for any fee it previously charged to the credit card You provided, You agree that Green Halo Systems may pursue all available remedies in order to obtain payment. You agree that among the remedies Green Halo Systems may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names or Services registered or renewed on Your behalf. Green Halo Systems reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Manager. You agree that You are solely liable for arranging that Your Services are renewed, and that Green Halo Systems shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services. All transactions are processed in US dollars,
(a) Pay by PayPal
By using Green Halo Systems's pay by PayPal payment option ("PayPal"), You can purchase Green Halo Systems Software and Services using PayPal. In consideration for the Software and Services purchased by You and provided to You by Green Halo Systems, You agree to allow PayPal to debit the full amount of Your purchase from Your PayPal account ("PayPal Account") or from the credit card(s), debit card(s), bank account(s), or other allowed payment method(s) linked to Your PayPal Account ("PayPal Funding Source").
It is Your responsibility to keep Your PayPal Account and PayPal Funding Source current and funded, and Your PayPal Account backed by a valid credit card. You agree that PayPal and Green Halo Systems will not be responsible for payments that fail to go through as a result of Your PayPal Account or PayPal Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for Your purchase, You agree that PayPal and Green Halo Systems may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of twenty-five dollars ($25.00) or the maximum amount allowed by law, which may be debited from Your PayPal Account or PayPal Funding Source.
By clicking the box labeled "I agree" to the terms of the PayPal payment option, You authorize a debit of the full amount of Your purchase from Your PayPal Account or PayPal Funding Source.
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are eighteen (18) years of age or older, or that You have an agent authorized by law to represent You who is eighteen (18) years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.
Green Halo Systems expressly reserves the right to deny, cancel or transfer any domain name registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Green Halo Systems, as well as its affiliates, subsidiaries, officers, directors and employees. Green Halo Systems also reserves the right to freeze a domain name during resolution of a dispute.
IN NO EVENT SHALL Green Halo Systems BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF Green Halo Systems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Green Halo Systems's liability is limited to the full extent permitted by law. You agree that in no event shall Green Halo Systems's maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Green Halo Systems.
Green Halo Systems EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Green Halo Systems MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. Green Halo Systems DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Green Halo Systems and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Green Halo Systems whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Green Halo Systems or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Green Halo Systems harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Green Halo Systems be notified of a pending law suit, or receive notice of the filing of a law suit, Green Halo Systems may seek a written confirmation from You concerning Your obligation to indemnify Green Halo Systems. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that Green Halo Systems shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Green Halo Systems of any such claim promptly in writing and to allow Green Halo Systems to control the proceedings. You agree to cooperate fully with Green Halo Systems during such proceedings.
You agree to cooperate fully with Green Halo Systems during such proceedings. You agree You will not be entitled to a refund of any fees paid to Green Halo Systems if, for any reason, Green Halo Systems takes corrective action with respect to Your improper or illegal use of its Services. You also agree that if Green Halo Systems is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Site Analytics account of Yours with Green Halo Systems, that Green Halo Systems, in its sole discretion, may take whatever action Green Halo Systems deems necessary regarding further modification, assignment of and/or control of Your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.
This Agreement shall be deemed entered into in the State of California. Except for disputes concerning the user of a domain name registered with Green Halo Systems, You agree that the laws and judicial decisions of Santa Clara County, California, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Santa Clara County, California. For the adjudication of disputes concerning the use of any domain name registered with Green Halo Systems, You agree to submit to jurisdiction and venue in the U.S. District Court for the Northern District of California located in San Jose, California.
You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
You agree that all notices (except for notices concerning breach of this Agreement) from Green Halo Systems to You may be posted on Green Halo Systems's web site. Notices concerning breach will be sent either to the email or postal address You have on file with Green Halo Systems. In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to Green Halo Systems shall be made either by email, sent to the address provided on the Green Halo Systems web site, or first class mail to Green Halo Systems's address at:
Green Halo Systems, Inc
Attn: Legal Counsel
2431 Zanker Road
San Jose, CA. 95131
The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.
You agree this Agreement including the policies and agreements it refers to (i.e. Dispute Resolution Policy, etc.) constitute the complete and only Agreement between You and Green Halo Systems regarding the Services contemplated herein.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of Green Halo Systems to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Green Halo Systems thereafter to enforce such provisions.
Green Halo Systems will make every effort to keep its web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Green Halo Systems liable for any of the consequences of such interruptions.
Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.
Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
If You purchase Services from Green Halo Systems, the following Software and Services specific agreements, specific to the Services You purchase or use, shall apply and are incorporated within this Agreement in addition to Sections 1-22:
Civil Subpoena Policy
Criminal Subpoena Policy
Trademark and/or Copyright Infringement Policy
Uniform Domain Name Dispute Policy
Copyright © 2012 Green Halo Systems, Inc. All Rights Reserved.
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