This Universal Terms of Service for WasteTracking.com Software and Services Agreement ("Agreement") is by and between Green Halo Systems, Inc., a California Corporation which owns and operates WasteTracking.com ("WasteTracking.com" or “Site”), on the one hand, and you, your company and its employees, as well as your heirs, and the agents, successors and assigns of each (all collectively referred to as "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of WasteTracking.com software ("Software") and the resulting service(s) available through the Site ("Services") and explains WasteTracking.com's obligations to You and Your obligations to WasteTracking.com in relation to the Software and Services You purchase. The terms and conditions of the following policies are also incorporated herein, and by accepting the terms and conditions for using the WasteTracking.com website, You are also agreeing to be bound by these terms and conditions: civil subpoena, criminal subpoena, privacy, and permissions.
This Agreement together with all modifications thereto, constitute the complete and exclusive agreement between You and WasteTracking.com concerning Your use of the Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All WasteTracking.com policies and web pages linked to this Agreement are incorporated herein and made part of this Agreement by reference. By agreeing below, using the Site, and purchasing 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, terms or conditions made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which WasteTracking.com may establish from time to time, and any agreements that WasteTracking.com 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 WasteTracking.com, whether or not the transactions were on Your behalf. You acknowledge that WasteTracking.com's acceptance of any application made by You for Services provided by WasteTracking.com will take place at the Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar's offices located in Scottsdale, California, USA.
A. GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES
1. TERM OF AGREEMENT; MODIFICATIONS.
If You have purchased Services or Software from WasteTracking.com, 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, WasteTracking.com will not refund any amounts You have paid. You agree that WasteTracking.com shall not be bound by any representations made by third parties who You may use to purchase Sortware or Services from WasteTracking.com, and that any statement of a general nature which may be posted on WasteTracking.com's web site or contained in WasteTracking.com's promotional materials, will not bind WasteTracking.com. WasteTracking.com may, at times, offer certain promotions with different charges and features than what is agreed to herein and You consent to the terms of those promotions if you elect to participate in them.
You agree that You will be responsible for notifying WasteTracking.com should You desire to terminate Your use of WasteTracking.com's Services. Notification of Your intent to terminate must be provided to WasteTracking.com no earlier than ten (10) days prior to Your billing date but no later than three (3) days prior to Your billing date.
WasteTracking.com may amend this Agreement or any policy incorporated herein at any time by posting a revised version on our website. The revised version will be effective at the time when it is posted. In addition, if the revised version includes a substantial change, WasteTracking.com will generally attempt to provide You with 30 days’ prior notice by posting notice of the change on the "Policy Updates" page of our website. However, the policy change will still be effective if we do not provide that notice. You acknowledge that you accept any such change by continuing to use the Service and the Software after the change is posted.
2. ACCURATE INFORMATION.
4. ACCOUNT SECURITY.
You agree that You are entirely responsible for maintaining the confidentiality of Your login name, password, credit card number, and any other account access or payment security codes (collectively, the "Account Access Information"). For security purposes, WasteTracking.com recommends that You change Your password and any security codes every six (6) months, for every WasteTracking.com account, subject to WasteTracking.com's password and PIN guidelines. You agree that You are entirely responsible for any and all activities that occur under Your account. You agree to notify WasteTracking.com immediately of any unauthorized use of Your account or any other breach of security. You agree WasteTracking.com 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 will be liable for losses incurred by WasteTracking.com 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. WasteTracking.com specifically disclaims liability for any activity in Your account, whether authorized by You or not.
5. NO UNLAWFUL CONDUCT OR IMPROPER USE.
As a condition of Your use of the 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 WasteTracking.com if, for any reason, WasteTracking.com takes corrective action with respect to Your improper or illegal use of its Software or Services.
WasteTracking.com has no obligation to monitor Your use of the Software or Services. WasteTracking.com reserves the right to review Your use of the Software or Services and to cancel the Software or Services in its sole discretion. WasteTracking.com reserves the right to terminate Your access to the Software or Services at any time, without notice, for any reason whatsoever, or for no reason at all. Examples of when we might be likely to terminate your access are described below:
Termination of the Software or Services is likely to result if Your usage of the Software or Services results in, or is the subject of, legal action or threatened legal action, against WasteTracking.com 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.
WasteTracking.com may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.
WasteTracking.com may also cancel Your use of the Software or Services, after thirty (30) days, if You are using the Software or Services, as determined by WasteTracking.com in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to:
•activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
•activities prohibited by the laws of the United States and/or foreign territories in which You
•activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and
•activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically,
or otherwise objectionable;
•activities designed to impersonate the identity of a third party;
•illegal access to other computers or networks (i.e., hacking);
•distribution of Internet viruses or similar destructive activities;
•activities designed to harm or use unethically minors in any way; and
•activities associated with the sale or distribution of prescription medication without a
In the event WasteTracking.com terminates Your access to Software or Services during the first thirty (30) days after You purchase the Software or Services, You will receive a refund of any fees paid to WasteTracking.com in connection with the Services being cancelled. Notwithstanding the foregoing, in the event WasteTracking.com terminates Your access to Software or 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 WasteTracking.com if, for any reason, WasteTracking.com takes corrective action with respect to Your improper or illegal use of its Software or Services.
6. NO SPAM; LIQUIDATED DAMAGES.
You agree WasteTracking.com may immediately terminate any account which, in its sole discretion, WasteTracking.com believes is transmitting or is otherwise connected with transmittal of any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated, then You agree to pay WasteTracking.com liquidated damages of one dollar ($1.00) for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, in addition to WasteTracking.com's actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of WasteTracking.com's Anti-Spam Policy.. Such terms and conditions are applicable to the use of all Software and Services and are incorporated herein.
7. INTELLECTUAL PROPERTY.
You agree WasteTracking.com or its licensor (if any) holds all rights, title and interest in all Software and Services and all intellectual property therein, 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 WasteTracking.com 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 WasteTracking.com or its licensor (if any) 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 WasteTracking.com or its licensor. Other than the license to use the Software and the Service granted below, 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.
8. USE OF WasteTracking.com SOFTWARE.
If You have licensed Software or Services from WasteTracking.com, WasteTracking.com grants You a limited, non-exclusive, nontransferable and non-assignable license to use the Software and Services for such purposes as are ordinary and customary.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, to create derivative works based upon the Software, nor 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 for the Software.
WasteTracking.com reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of WasteTracking.com. The source code and its organization are the exclusive property of WasteTracking.com and the Software is protected by copyright, including United States Copyright Law. Except for the license right provided for in this section, this Agreement does not grant You any rights in the Software, and all rights are reserved by WasteTracking.com.
9. FEES AND PAYMENT.
As consideration for the Software or Services purchased by You and provided to You by WasteTracking.com, You agree to pay WasteTracking.com at the time You subscribe. 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. WasteTracking.com expressly reserves the right to modify pricing through email notification and/or notice on its web site. Payment may be made by You by providing either a valid credit card or a coupon. Your payment method on file must be kept valid if You have any active products in Your account.
If for any reason WasteTracking.com is unable to charge Your credit card provided at the time of application (or secure payment though another arranged payment method) for the full amount owed WasteTracking.com for the Software or Services provided, or if WasteTracking.com is charged a penalty by a third party for any fee it previously charged to Your account, You agree that WasteTracking.com may pursue all available remedies to obtain payment from You. If You pay by credit card and if for any reason WasteTracking.com is unable to charge Your credit card with the full amount of the Services provided, or if WasteTracking.com is charged back for any fee it previously charged to the credit card You provided, You agree that WasteTracking.com may pursue all available remedies to obtain payment from You. You agree that among the remedies WasteTracking.com may pursue to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any access to Software or Services. WasteTracking.com reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Software or Services, including additional costs that it may incur in providing the Software or 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, and disputes that require legal services. These charges will be billed to the credit card or other 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 for Your Services to be renewed, and that WasteTracking.com shall not be liable to You or any third party if it is unable to charge Your credit card or other payment method to renew Your Services. All transactions are processed in US dollars.
10. REPRESENTATIONS AND WARRANTIES.
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 in good faith and that You have no knowledge of any such action infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL WASTETRACKING.COM 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 WASTETRACKING.COM 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, THIS AGREEMENT AND ANY UNENFORCEABLE TERMS IN IT, SHALL BE CONSTRUED IN ACCORDANCE WITH PARAGRAPH 18 BELOW, SUCH THAT WASTETRACKING.COM'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW. YOU AGREE THAT IN NO EVENT SHALL WASTETRACKING.COM'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SOFTWARE OR SERVICE IN DISPUTE PURCHASED FROM WASTETRACKING.COM.
12. DISCLAIMER OF WARRANTIES.
WASTETRACKING.COM 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. WASTETRACKING.COM’S SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WASTETRACKING.COM MAKES NO WARRANTY THAT ITS SOFTWARE AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WASTETRACKING.COM DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SOFTWARE OR 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 WasteTracking.com 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 (1) Your (including Your agents affiliates, or anyone using Your account, Software or Services with WasteTracking.com whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services that You purchased from WasteTracking.com or (2) Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold WasteTracking.com 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 in this Agreement or at law. Should WasteTracking.com be notified of a pending law suit, or receive notice of the filing of a law suit, WasteTracking.com may seek a written confirmation from You concerning Your obligation to indemnify WasteTracking.com. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that WasteTracking.com shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify WasteTracking.com of any such claim promptly in writing and to allow WasteTracking.com to control the proceedings. You agree to cooperate fully with WasteTracking.com during such proceedings.
You agree to cooperate fully with WasteTracking.com during such proceedings. You agree You will not be entitled to a refund of any fees paid to WasteTracking.com if, for any reason, WasteTracking.com takes corrective action with respect to Your improper or illegal use of its Software or Services. You also agree that if WasteTracking.com is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Site Analytics account of Yours with WasteTracking.com, that WasteTracking.com, in its sole discretion, may take whatever action WasteTracking.com 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.
14. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.
This Agreement shall be deemed entered into in the State of California. You agree that the laws and judicial decisions of the State of 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 exclusively in the courts of Santa Clara County, California. You agree to submit to the exclusive 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 WasteTracking.com to You may be posted on WasteTracking.com's web site. Notices concerning breach will be sent either to the email or postal address You have on file with WasteTracking.com. In either case, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to WasteTracking.com shall be made either by email, sent to the address provided on the WasteTracking.com web site, or first class mail to WasteTracking.com's address at:
Attn: Legal Department
2431 Zanker Rd
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.
17. ENTIRE AGREEMENT.
You agree this Agreement including the policies and agreements it refers to or incorporates constitute the complete and only Agreement between You and WasteTracking.com 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 WasteTracking.com 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 WasteTracking.com thereafter to enforce such provisions.
20. FORCE MAJEURE.
WasteTracking.com 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 WasteTracking.com 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.
22. NO THIRD PARTY BENEFICIARIES.
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.
B. SOFTWARE AND SERVICES SPECIFIC AGREEMENTS
If You purchase Services from WasteTracking.com, 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
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