- You hereby make the following representations, warranties and covenants to Green Filing, all of which you acknowledge Green Filing is relying upon in order to provide you the Service and in entering into this Agreement:
- Amendment – You are responsible for reviewing the current version of this Agreement periodically on the Green Filing Site and Portals. Green Filing may amend this Agreement at any time by: (i) posting a revised version of this Agreement on the Green Filing Site and Portals; and (ii) either: (I) posting a "system alert" to the Green Filing Site and Portals which require user acknowledgement before such user’s next use of the Service; or (II) sending information regarding the amendment to this Agreement to the email address provided by you to Green Filing upon registration for use of the Service (the "Account Email Address"). Continued use of the Service after such posting or delivery of information described in (i) and (ii)(I) or (II) of this Section 2(a) will be deemed acceptance of the amended Agreement.
- Proper Use - You agree to comply with the terms and conditions of this Agreement and with all applicable local, state, national and international laws and regulations and all Internet regulations, policies and procedures, including all export and other laws regarding the transmission of technical data exported from any country through the Service. You agree that you will not use the Service for illegal purposes, to disrupt the Service, or to distribute content that violates the privacy, intellectual property or other proprietary rights of any third party, or for purposes that Green Filing reasonably determines to be unlawful, obscene, defamatory, harassing, fraudulent, abusive, threatening, harmful, vulgar, or otherwise objectionable. You are wholly responsible for the contents of your transactions through the Service.
- Authority – You have full power and authority to enter into this Agreement and to carry out your obligations contemplated hereby. The person entering into this Agreement on your behalf has full power and authority to do so.
- Account Registration - The Service requires you to register for a password-protected account. You represent and warrant that all of the information you provide to Green Filing is true, accurate and complete, and that you have legal right to use the Account Email Address. You agree to keep your information current by updating your account information. You agree to maintain the confidentiality of your password and account. You are responsible for all activities that occur under your account.
- Payment Obligations -
- Green Filing Site users agree to pay for using the Green Filing Site according to the rate plan you select with such amount paid being referred to herein as a "subscription fee". Payment of your Green Filing account balance is due monthly and, unless you have a business account that has been pre-qualified by Green Filing, must be made by the credit or debit card you designate.
- Branded E-Filing Portal users agree to pay for using the Branded E-Filing Portal according pricing defined by the Branded E-Filing Portal.
- Account Cancellation - For Green Filing Site users only, if your account is paid in full, you may cancel your account and terminate this Agreement at any time. Termination and cancellation rights of Branded E-Filing Portal users are governed by the terms set forth by the terms defined in the Branded E-Filing Portal. In all cases, Green Filing recommends printing or copying any important documents because you will lose access to documents, messages or other content contained in your account after cancellation. Green Filing reserves the right to terminate any account, as well as the right to deny access to any user of the Green Filing Site and/or any Branded E-Filing Portal, to the extent such user(s) or such account(s) violates the terms of this Agreement.
- Communication - You agree that the official time for all transactions using the Service will be the timestamps recorded by the Service’s servers. You also agree that all electronic communications or notices sent to the Account Email Address, placed in your account, or posted on the Green Filing Site and Portals will be considered "in writing" and received within five (5) business days of its dissemination. Green Filing disclaims all responsibility for all failures in communication caused by failures of third parties to properly process or deliver Green Filing’s electronic communications.
- Green Filing's Rights and Disclaimers
- Relationship to Documents - Unless Green Filing is named as a direct party, Green Filing’s relationship to all documents and transactions completed using the Service is that of a disinterested third party. Accordingly, Green Filing disclaims any representations of any kind regarding the documents or transactions that pass through the Service. You are responsible for recognizing the parties of interest in all transactions you complete using the Service and assessing all associated risks.
- Maintenance - The Service will occasionally be unavailable during system maintenance and upgrades. Green Filing scheduled maintenance will usually take place during non-business hours, typically between 3:00 AM and 6:00 AM EST. Green Filing will make commercially reasonable efforts to ensure that the Service will be available. However, Green Filing disclaims all responsibility for any interruptions or problems with the Service caused by external forces affecting the reliability of the Internet or computer systems.
- Limitation of Liability - YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF GREEN FILING, ANY BRANDED PORTAL COMPANY, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, EMPLOYEES, ATTORNEYS, CONTRACTORS, PRINCIPALS, AFFILIATES, MANAGERS, MEMBERS, DIRECTORS OR OFFICERS (COLLECTIVELY, THE "GREEN FILING/BRANDED PORTAL COMPANY PARTIES") SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GREEN FILING HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), AND INCLUDING DAMAGES RESULTING FROM: (i) ANY DOCUMENT OR TRANSACTION SENT THROUGH THE SERVICE WHERE GREEN FILING WAS NOT A DIRECT PARTY; (ii) THE USE OR INABILITY TO USE THE SERVICE, INCLUDING ERRORS, INTERRUPTIONS OR DELAYS; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DOCUMENTS OR TRANSMISSIONS; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. ACCORDINGLY, YOU USE THE GREEN FILING SITE AND PORTALS AND THE SERVICES AT YOUR OWN RISK.
LIABILITY OF GREEN FILING AND/OR ANY OF ITS REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, EMPLOYEES, ATTORNEYS, CONTRACTORS, PRINCIPALS, AFFILIATES, MANAGERS, MEMBERS SHALL NOT EXCEED, IN THE AGGREGATE, A SUM EQUAL TO THE AMOUNT OF FEES (IF ANY) PAID FOR USING THE SERVICE UNDER THIS AGREEMENT.
- Disclaimer of Warranty - YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(i) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. GREEN FILING PROVIDES THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. GREEN FILING AND EACH BRANDED PORTAL COMPANY 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.
(ii) NEITHER GREEN FILING NOR ANY BRANDED PORTAL COMPANY WARRANTS, AND IN FACT GREEN FILING AND EACH BRANDED PORTAL COMPANY EXPRESSLY DISCLAIMS, THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, RELIABLE, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, (3) ANY ERRORS ON THE GREEN FILING WEB SITE OR SERVICE WILL BE CORRECTED; AND (4) THAT DOCUMENTS OR MATERIALS THAT YOU STORE VIA THE SERVICE WILL REMAIN ACCESSIBLE.
(iii) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(iv) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GREEN FILING OR ANY BRANDED PORTAL COMPANY, OR THROUGH OR FROM THE GREEN FILING SITE AND PORTALS OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
(v) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Intellectual Property Rights - You acknowledge and agree that Green Filing owns all right, title and interest in the Service and the Green Filing Site and Portals, including, without limitation, all intellectual property rights. You acknowledge and agree that the Service and the Green Filing Site and Portals contain proprietary and confidential information and trade secrets including, but not limited to text, graphics, logos, images, software, and icons, that are protected by applicable laws.
Green Filing retains all right, title and interest to the words "Green Filing". You agree not to display or use Green Filing marks in any manner without Green Filing’s prior permission, which may be withheld in our sole discretion.
- Green Filing Services (collectively, the "Service")
- Electronic Filing - A document is deemed to be electronically transmitted by you to Green Filing when you receive an on-screen indication on the Green Filing Site and Portals providing a Filing Identification Number and confirming that the filing status for the specific document submitted is "pending" or "processing". Documents received by Green Filing are not considered filed by the Maryland State Court unless the Maryland State Court reviews and accepts the Filing, and the Customer receives notification via email to the Account Email Address of such acceptance from such Court and/or Green Filing, as applicable (the "Filing Receipt"), and the Green Filing Site and Portals indicates the status of the Filing is "Accepted" and a Filing Receipt is recorded along with the Filing.
Customer is solely responsible for uploading and submitting documents to the Green Filing Site and Portals in accordance with requirements set forth therein for filing in the Maryland State Court in a timely fashion, for confirming the Filing Receipt and for checking the Account Email Address and Green Filing Site and Portals for rejected Filings, other documents or notifications, and for refiling and confirming the Filing Receipt of any previously rejected Filings before the expiration of all applicable filing deadlines.
You acknowledge that failure to have your Filing filed and accepted by the applicable Court in a timely manner may affect valuable legal rights, including your ability to bring your case under the statute of limitations. Use of this Green Filing Site and Portals does not alter or extend any statutory deadlines. Failure to meet any statutory deadlines will not be excused even if the failure to meet the deadline is caused by Green Filing’s error or any technical or electronic malfunction relating to the use of this Green Filing Site and Portals.
You understand that the service fees paid by you in order to use of the Service is not refundable for any reason, even if a Court rejects your Filing.
We reserve the right to terminate your use of and access to the Service and the Green Filing Site and Portals under certain circumstances and without prior notice. Cause for such termination shall include, but not be limited to: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines set forth in the Green Filing Site and Portals, (b) request by law enforcement or other government agencies, (c) discontinuance of the Service or content modifications to the Green Filing Site and Portals, (d) technical problems or errors, and (e) extended periods of inactivity.
We further reserve the right to modify or discontinue any Service provided on the Green Filing Site and Portals and any conditions of use with or without notice. This may occur periodically for maintenance and may include temporary or permanent changes.
- Electronic Service - Through the process of an e-filing submission, users may opt to select service contacts registered with the Maryland Odyssey File & Serve service contact list to be electronically served copies of their pleadings. Official service of all documents in such cases is achieved by the Maryland Odyssey File & Serve application. Green Filing users understand that Green Filing is not serving documents to the selected service contacts, and that process is achieved by the Maryland Odyssey File & Serve application whereby Maryland Odyssey File & Serve delivers emails to the service recipients containing links allowing the recipient to access copies of such documents.
YOU SPECIFICALLY UNDERSTAND THAT THE SERVICE DESCRIBED ABOVE DOES NOT INCLUDE SERVICE OF PROCESS AS SUCH SERVICE MAY BE REQUIRED BY APPLICABLE LAW. YOU ARE SOLELY RESPONSIBLE FOR PROPERLY SERVING ALL PARTIES WITH ANY FILING IN ACCORDANCE WITH APPLICABLE LAW.
- Access to Court Data and / or Documents - The software provided through the Service will allow you access to certain data and documents; however, Green Filing does not maintain that this data or documents are the official record of the court accepts no responsibility for the accuracy of such data or documents. If you believe any such data or documents to be incorrect, you should immediately contact the applicable Court directly to request confirmation of information contained therein.
- Payment of Filing Fees - As required by the Maryland State Courts, you may create "Payment Accounts" through Green Filing for use in the payment of court filing fees. Green Filing will prompt the user for the selection of a payment account at the time you submit any Filing and Green Filing will submit such information directly to the applicable Maryland State Court on your behalf. Payment Account information is not stored or maintained by Green Filing. This data is stored and maintained by Maryland Odyssey File & Serve and its Tyler Online Gateway (TOGA). Such Maryland State Court will directly charge your Payment Account directly to pay all filing fees applicable to such Filing. The cost of all filing fees is not included within your service fee and no portion of the service fee paid to Green Filing shall be applied toward such filing fee.
- Credit Card Payments - Separate from Section E above, "Payment of Filing Fees", Green Filing Site users will be prompted for credit card payment of Green Filing subscription fees. All credit card payments made per the terms of this Agreement or elsewhere in the Green Filing Site and Portals are processed by a third-party vendor. A merchant fee is assessed for the convenience of paying all fees associated with the Service that you elect to pay by credit card. You acknowledge that credit card and billing information you are providing for any purpose hereunder, including for the processing of your payment, is valid.
- Security - Green Filing currently houses its servers on the Amazon Elastic Cloud (http://aws.amazon.com), and is subject to the Amazon EC2 Service Level Agreement (http://aws.amazon.com/ec2-sla/). While this housing is subject to change in our reasonable discretion, Green Filing will through the term of this Agreement employ commercially reasonable precautions to maintain the security of our software ("Commercially Reasonable Precautions"), including the use of industry standard encryption methods to prevent unauthorized access to customer documents and account information stored on our servers. Unless we do not employ Commercially Reasonable Precautions, you hereby specifically assume all risk associated with use of the Services and the Green Filing Site and Portals, including but not limited to identity theft and fraudulent credit card charges.
- General Provisions
- Entire Agreement - This Agreement constitutes the entire agreement between you and Green Filing and governs your use of the Service. This Agreement supersedes all prior agreements and understandings between you and Green Filing, whether written or oral.
- Indemnification - You agree to hold harmless and indemnify Green Filing and its subsidiaries, affiliates, officers, agents, directors, members, managers, employees, attorneys, successors and assigns for, from and against any and all claims, losses, damages, suits, demands, liabilities, judgments, litigation costs, expenses and attorneys’ fees (whether at trial or on appeal) arising out of or in any way related to your use of the Service, your breach of any of your obligations under this Agreement, or your violation of any applicable laws or regulations.
- Severability and Waiver - – If a court of competent jurisdiction declares any term or provision in this Agreement invalid or unenforceable, you nevertheless agree that the court should construe that term or provision consistent with applicable law as nearly as possible to reflect the parties’ original intentions, and that the remaining terms and provisions remain in full force and effect. Failure by Green Filing to exercise or enforce any provision of this Agreement shall not constitute a waiver of any such provision.
- Governing Law - This Agreement shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions. You and Green Filing agree to submit to the personal and exclusive jurisdiction of the courts located within Maricopa County, Arizona.
- Section Headings - The section headings in this Agreement are inserted only for convenience and reference and the parties intend that they shall be disregarded in interpreting the terms, covenants, conditions and provisions of this Agreement.