Terms of Service

These terms of service (“Terms”) cover your access or use or both to the websites, platform, software, and services (collectively, the “Services”) provided by Green Marimba Technologies LLC and any of its affiliates (collectively, “Green Marimba”).

If you are accessing or using the Services as an agent or employee of an organization, you are agreeing to these terms on behalf of that organization. You must be of legal age of majority in your state of residence or are otherwise able to form a binding contract with Green Marimba to access or use the Services. Use of the Services is not permitted by anyone under the age of 13.

Your electronic acceptance of these Terms (by signing or clicking the “I agree” button or similar button or link) means that you have read, understand, acknowledge and agree to be bound by these Terms, along with Green Marimba’s privacy policy (provided on Green Marimba’s website), which is incorporated by this reference.

1. License Grant and Restrictions

Green Marimba hereby grants you a non-exclusive, non-transferable, worldwide right to use the Services, solely for your own organizational or business purposes or both, subject to the terms and conditions of these Terms. All rights not expressly granted to you under these Terms are reserved by Green Marimba and its licensors.

The Services are granted on the basis of a subscription period for the term indicated on Schedule 1 (the “Subscription Period”). During the Subscription Period, an authorized Administrator may add Users in accordance with these Terms or the policies of Green Marimba.

You may not access the Services if you are a direct competitor of Green Marimba, except with Green Marimba’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other bench-marking or competitive purposes. This paragraph does not restrict the use of marketing and visitor analytics as provided by Google Analytics for Green Marimba clients.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided through the Services in any way; (ii) modify or make derivative works based upon the Services or the content; (iii) create Internet “links” to the Services or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

You may use the Services only for your internal and external organizational or business purposes or both and neither of the parties shall: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.

When you transmit content to the Services, you hereby grant Green Marimba and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any such content, including throughout the world in any media. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

2. Privacy Policy

Green Marimba’s privacy policy may be viewed on the Green Marimba website. Green Marimba reserves the right to modify its privacy policy as provided under the terms of that policy. Individual Users will be asked whether or not they wish to receive marketing and other non-critical service-related communications from Green Marimba when they sign up for Services or during a trial. They may opt out of receiving such communications at that time or at any subsequent time. Because the Services is a hosted application, Green Marimba will occasionally need to notify all Users of the Services (whether or not they have opted out as described above) of important announcements regarding the operation of the Services.

Website activity data is analyzed. Green Marimba uses web analytics software, to help us analyze how Users use the Services. We use this information solely for the purpose of evaluating general usage of the Services, by compiling reports on website activity and related internet usage. This information may be transferred to trusted third parties, processing this information on our behalf, and who handle that information securely and confidentially, consistent with our privacy policy. By using the Services, you and the Users consent to the processing of this web activity in the manner and for the purposes set out above. No personal information is cross referenced in these reports and the information reported is aggregate in nature.

If you become a customer of the Services, you agree that Green Marimba can disclose the fact that you are a customer for marketing and promotional purposes and you grant Green Marimba a non-exclusive, transferable, royalty-free, perpetual, and worldwide license to use your trademarks, copyrights, and trade names for our marketing and promotional purposes only. Green Marimba may also link to your website(s) for marketing and promotional purposes.

The changes or modifications to the policies shall be effective immediately upon posting to this site or the site provided to you under the provisions stated in the Modification of Terms section in these Terms.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Green Marimba immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Green Marimba immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your Users; and (iii) not impersonate another Green Marimba User or provide false identity information to gain access to or use the Services.

4. Account Information and Data

Green Marimba does not own any of the Customer Data that you submit to the Services in the course of using the Services.

You, not Green Marimba, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Green Marimba shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. For paid service subscribers, in the event these Terms are terminated (other than by reason of your breach), Green Marimba will make available to you a file of the Customer Data within 30 days of termination if you request at the time of termination. Green Marimba reserves the right to withhold, remove, or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Green Marimba shall have no obligation to maintain or forward any Customer Data. For No Charge Services, Green Marimba has no obligation to maintain or forward any Customer Data after termination.

During the period of paid use of the Services, provided you are have no outstanding fees or charges due for the Services or Additional Services, Green Marimba will allow you access to your Customer Data for backup on a monthly basis. This backup of will available for you to download from your administration area of the site established for you by Green Marimba.

5. Content

You recognize that you are solely responsible for the content of any information you make available by means of the Service, including, without limitation, by posting on a website or in e-mail, or in a bulletin board service. Green Marimba has the right to monitor the content which you or other Users make by means of the Service, but shall have no obligation to do so. You agree that if Green Marimba in its sole discretion deems any content made available by you to be unlawful, fraudulent, unacceptable, offensive, obscene or otherwise objectionable, Green Marimba has the right, but not the obligation, to remove or deny access to such content. You expressly agree that Green Marimba shall not be liable to you for any action Green Marimba takes to remove or restrict access to such material, nor for any action taken to restrict access to material posted in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. Green Marimba has the right to take all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of your access privileges and/or deletion of the objectionable material.

If you provide Green Marimba with materials to include in your website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, such material shall be provided in a proper format (as specified by Green Marimba in consultation with you), including, but not limited to, HTML format, as determined in the discretion of Green Marimba.

6. Intellectual Property Ownership

Green Marimba alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Green Marimba Technology, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any Users or other party relating to the Services. These Terms are not a sale and does not convey to you any rights of ownership in or related to the Services, the Green Marimba Technology or the Intellectual Property Rights owned by Green Marimba. The Green Marimba name, logo, tagline, and the product names associated with the Services are trademarks of Green Marimba, and no right or license is granted to use them.

7. Third Party Applications

The Services utilizes or includes certain third-party proprietary and open source software or applications that are developed and owned by third parties, and may interoperate with the Services (“Third Party Applications”). Your use of the Services, including all Third Party Applications interoperated within the Services, is governed by the applicable Third-Party Applications terms and conditions. A listing of Third-Party Applications licenses or notices can be requested from Green Marimba in writing. You understand and agree that any Customer Data exchanged with the Third-Party Applications is governed by that provider’s respective privacy policy. Green Marimba makes no representations or warranties as to any Third Party Applications provided to you, all of which are provided on an “AS IS” basis and Green Marimba does not warrant and makes no representations related to such Third Party Applications. You acknowledge that Green Marimba may disclose the information about your account with applicable Third Party Applications as necessary for use of the Services or that is specifically authorized by you.

Green Marimba does not endorse any sites on the internet that are linked through the Services. Green Marimba provides these links to you only as a matter of convenience, and in no event shall Green Marimba or its licensors be responsible for any content, products, or other materials on or available from such sites. Green Marimba provides the Services to you under the terms and conditions of these Terms.

8. Green Marimba Forms

 

Green Marimba provides sample terms of service and a privacy policy for your use with the Services  (the “Green Marimba Forms”) for purchase as an optional service. The Green Marimba Forms are provided for your reference only and have been developed for legal entities incorporated or organized under Colorado law with a primary business office in Colorado.

You acknowledge and agree that providing the Green Marimba Forms shall not create any attorney-client or other confidential or special relationship between you and Green Marimba and does not constitute providing legal advice or other professional advice by Green Marimba.

 

During the sign up process, Green Marimba shall request the county where you primarily do business. If you purchase the Green Marimba Forms, this county and state will be entered in the venue provisions of the Green Marimba Forms. Review the venue provisions and the entire  Green Marimba Forms carefully for accuracy before using them.

 

You confirm that you have the authority to share any information that you provide about any entity or other individuals during the sign up process and in creating the Green Marimba Forms. The Services may temporarily store on our servers and locally cache data you enter (including copies of the resulting documents generated). You further confirm that any information you provide during sign up is non-confidential. We cannot and do not guarantee the confidentiality or security of any data you provide.

The law firm of Mosaic Legal Partners LLC has been engaged by Green Marimba to draft the Green Marimba Forms. You acknowledge and agree that no attorney-client relationship exists with you as a result of the engagement of Mosaic Legal Partners LLC in creating the Green Marimba Forms and under no circumstance will you be entitled, by reason of that representation or otherwise, to have access to any confidential or privileged materials now or hereafter in the possession of Mosaic Legal Partners LLC or any other lawyer or law firm acting as counsel for Green Marimba.

Subject to compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Green Marimba Forms for use on one website that maintains and is current on payment for the Services. You are licensed to keep an electronic or physical copy of the Green Marimba Forms for the licensed purpose only. You may revise the Green Marimba Forms but all revisions are done without the approval or knowledge of Green Marimba and Mosaic Legal Partners LLC and you acknowledge and agree that such revisions are done as you determine appropriate after receiving advice from an attorney licensed in the relevant jurisdiction(s). You may not copy the content of the Green Marimba Forms for use or sale outside of the use allowed under this license. Any rights not expressly granted in these subsection and under these Terms are reserved by Green Marimba.

 

You should seek advice from an attorney licensed in the relevant jurisdiction(s) before using or relying on the Green Marimba Forms. You further acknowledge and agree that the Green Marimba Forms have not been prepared based on your specific circumstances and may not be suitable for use in your business. In using or relying on the Green Marimba Forms, you assume all risk and liability that may result. You should consult your attorneys before use of the Green Marimba Forms.

9. Charges, Payment of Fees and Additional Services

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms provided in Schedule 1. All payment obligations are non-cancellable and all amounts paid are nonrefundable after 30 days from electronic acceptance of these Terms. You are responsible for paying for all Services ordered for the entire Subscription Period, whether or not such Services are actually used.

Green Marimba reserves the right to modify its fees and charges and to introduce new charges at any time. Any pricing changes will not affect existing pricing during your Subscription Period. All pricing terms are confidential, and you agree not to disclose them to any third party.

At the time of electronic acceptance of these Terms, to the extent that you wish to have features or other changes not encompassed in the Services under these Terms such as, by way of example only, services relating to customizing your hosted site, upgrades to the sites, SMS services, and other services (“Additional Services“), such Additional Services and the arrangements for their provision shall be set forth in a separate written agreement or in Schedule 1.

10. Billing

The billing for the Services during the Subscription Period is provided in Schedule 1.

In the case of monthly billing, Green Marimba will keep a credit card or checking account information on file for this purpose, and automatically charge your account within the first five days of  the monthly signup day[a][b]. Green Marimba will automatically bill your credit card or checking account (a) every month for service fees incurred during the previous month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. You must provide Green Marimba with valid credit card or checking account information as a condition to signing up for the Services. Green Marimba’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Green Marimba’s income.

You agree to provide Green Marimba with complete and accurate billing and contact information. This information includes your company or organization name, street address, email address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Green Marimba reserves the right to terminate your access to the Services at any time.

11. Non-Payment and Suspension

In addition to any other rights granted to Green Marimba under these Terms, Green Marimba reserves the right to suspend your use or access to the Services if your account becomes delinquent (falls into arrears). Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees. You will continue to be charged for User licenses during any period of suspension. If you or Green Marimba initiates termination of these Terms, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Green Marimba may charge such unpaid fees to your credit card, bank debit, or otherwise bill you for such unpaid fees.

12. Termination or Renewal

These Terms commence on electronic acceptance of these Terms and continues through the Subscription Period, except as otherwise provided under the Terms.

These Terms will terminate upon the end of the Subscription Period. except as otherwise provided in these Terms. If you wish, you may renew the Terms 30 days before termination, at Green Marimba’s then current fees, or as negotiated with you.

In the case of free trials, notifications provided through the Services indicating the remaining number of days in the free trial shall constitute notice of termination. In the event these Terms are terminated (other than by reason of your breach), Green Marimba will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Green Marimba has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

13. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Services will be deemed a material breach of these Terms. Green Marimba, in its sole discretion, may terminate your password, account or use of the Services if you breach or otherwise fail to comply with these Terms. In addition, Green Marimba may terminate a free account at any time in its sole discretion. You agree and acknowledge that Green Marimba has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached these Terms, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

14. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms. If you are entering into these Terms on behalf of an entity or organization, you represent and warrant that you have the legal authority to bind such entity or organization to the terms and conditions contained in these Terms. If, after your electronic acceptance of these Terms, Green Marimba finds that you do not have the legal authority to bind such entity or organization, you will be personally responsible for the obligations contained in these Terms, including, but not limited to, the payment obligations.

You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.

15. Indemnity and Release

You agree to protect, defend, indemnify and hold harmless Green Marimba and its affiliates, officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Green Marimba directly or indirectly arising from (i) your use of and access to this site or the Services; (ii) your violation of any provision of these Terms or the policies or Terms which are incorporated into the Terms; or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of these Terms or your use of this site or the Services.

On behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release, forever discharge, and hold Green Marimba and its affiliates and their respective officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Services or Green Marimba Forms or both. You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

16. Disclaimer of Warranties and Representations

Green Marimba AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE AND ANY THIRD PARTY APPLICATIONS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE AND ANY THIRD PARTY APPLICATIONS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT HOST THE SERVICES AND ANY THIRD PARTY APPLICATIONS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES. THE GREEN MARIMBA FORMS,  AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS AND GREEN MARIMBA SPECIFICALLY DISCLAIMS ALL WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WHILE WE TAKE PRECAUTIONS TO PROTECT THE SECURITY OF YOUR INFORMATION, WE CANNOT GUARANTEE IT.

The information, software, and services made available through Green Marimba may include inaccuracies or typographical errors. Green Marimba may at any time make improvements or changes to our Services. Information received via Green Marimba should not be relied upon for personal, medical, legal, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation.

17. Availability of Website and Services

Subject to the terms and conditions of these Terms and our other policies and procedures, Green Marimba shall use commercially reasonable efforts to attempt to provide the Services on a 24 hour, seven days a week basis. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that Green Marimba may undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party for availability of the Services.

Green Marimba’s SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Green Marimba IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

20. Notice

Green Marimba may give notice by means of a general notice on the Services by electronic mail to your email address on record in Green Marimba’s account information, or by written communication sent by first class mail or pre-paid to your address on record in Green Marimba’s account information. Such notice shall be deemed to have been given upon the expiration of 48 business hours after posting or mailing (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Green Marimba (such notice shall be deemed given when received by Green Marimba) at any time by any of the following: fax, email or first class mail.

21. Modification to Terms

Green Marimba may, in its sole and absolute discretion, change or modify these Terms, and any policies or terms which are incorporated into the Terms by reference, at any time, and such changes or modifications shall be effective immediately upon posting to this site.

Your use of this site or the Services after such changes or modifications have been made shall constitute your acceptance of these Terms as last revised. If you do not agree to the Terms as last revised, do not use (or continue to use) this site or the Services. You are responsible for regularly reviewing these Terms.

22. Assignment

These Terms may not be assigned by you without the prior written approval of Green Marimba but may be assigned by Green Marimba to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of your business or organization that results or would result in a direct competitor of Green Marimba directly or indirectly owning or controlling 50% or more of your business or organization shall entitle Green Marimba to terminate the Services for cause immediately upon written notice.

23. Compliance with Local Laws

Green Marimba makes no representation or warranty that the content available on this site or through the Services are appropriate in every country or jurisdiction, and access to this site or the Services from countries or jurisdictions where its content is illegal is prohibited. Persons who choose to access this site or the Services are responsible for compliance with all local laws, rules and regulations.

24. Definitions

“Administrator(s)” means those the person or persons designated by you who are authorized to add Users to use the Services.

“Terms” means these online terms of service which may be updated by Green Marimba from time to time in its sole discretion.

“Customer Data” means any data, information or material provided or submitted by you or your clients, customers, or Users to the Services in the course of using the Services.

“Green Marimba Technology” means all of Green Marimba’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Green Marimba in providing the Services.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights or derivatives, and forms of protection of a similar nature anywhere in the world.

“No Charge Services(s)” means any version or edition of the Green Marimba Services that are provided at no charge.

“Services” means the specific Services listed on Schedule 1, as may be updated at the discretion of Green Marimba, during the Subscription Period.

“Subscription Period” means the initial period during which you are obligated to pay for the Services. All paid Services are provided during the Subscription Period provided in Schedule 1.

“Setup Fee” means the initial fee that is charged to setup the account as provided in Schedule 1.

“Monthly Fee” means the monthly recurring fee that is charged to maintain the Services as provided in Schedule 1.

“User(s)” means your employees, representatives, consultants, contractors, agents, or persons who are authorized to use the Services and have been supplied User identifications and passwords by you (or by Green Marimba at your request). For the purposes of these Terms, Administrator(s) are deemed as User(s).

25. General Provisions

Choice of Law. The laws of the state of Colorado, without reference to Colorado’s conflict of laws principles, govern these Terms and all of the transactions contemplated by it, as well as all matters arising out of or relating to it, including without limitation claims as to its validity, interpretation, construction, performance, and all claims sounding in tort.

Venue and Jury Trial Waiver. Any lawsuit arising out of or relating to these Terms must be brought in the state courts in Boulder County, Colorado, or the federal court in Denver, Colorado, if applicable, and the parties irrevocably consent to the personal jurisdiction of such courts, and waive any rights to alter or change venue, including by removal. All claims in any litigation between the parties will be tried to and decided by the court, rather than a jury. YOU UNDERSTAND THAT THIS AGREEMENT TO TRY ALL CLAIMS TO THE COURT IN ANY LITIGATION WITH GREEN MARIMBA MEANS THAT YOU WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY RIGHT TO ASK FOR A JURY TRIAL IN ANY DISPUTE WITH GREEN MARIMBA.

Rights and Remedies Cumulative. The rights and remedies provided by these Terms are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. The rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

Construction. The Terms final form resulted from the review and negotiations among the parties and no part of these Terms shall be construed against any party on the basis of authorship.

Force Majeure. Except for the payment of fees for use of the Services, if the performance of any part of these Terms by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Severability. If any provision of these Terms or the application of these Terms to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of these Terms and the application of these Terms shall not be affected and shall be enforceable to the fullest extent permitted by law.

Third-Party Beneficiary. Mosaic Legal Partners LLC., is an express third party beneficiary to these Terms and is entitled to the rights and benefits of these Terms and may enforce these Terms as if it were a party to these Terms.

Survival. All warranties, representations, indemnities, covenants and other agreements of the parties contained in these Terms shall survive the execution, delivery, performance, and termination of these Terms and will remain fully enforceable by the party entitled to performance.

Headings. The use of titles and headings with references to certain sections of these Terms are solely for the convenience of the reader and are of no legal effect.

Claims or Disputes Must be Filed Within One Year. To the extent permitted by law, if you have any claim or dispute regarding the Services or the Green Marimba Forms or both, your claim must be filed within one year of when the claim accrued. If not filed within one year, the claim or dispute will be permanently barred.

Entire Terms. This Terms constitutes the entire agreement of the parties relating to the subject matter of these Terms and supersedes all other oral or written agreements or policies relating to the subject matter.

26. Contact Information

If you have any questions about these Terms, please contact us by email at legal@greenmarimba.com, or by mail at:

Green Marimba Technologies LLC

9450 SW Gemini Drive #73730

Beaverton, Oregon 97008-7105

Schedule 1

Subscription Period. Your subscription period shall be after your commencement of business, which shall be agreed to mutually in writing.

Charges and Billing Terms. On electronic acceptance of these Terms, you shall be billed a fee to establish the Services (the “Setup Fee”). Once the website is launched, we will bill the first monthly hosting fee. You are then billed your monthly hosting fee month (the “Monthly Fee”)  until the Subscription Period terminated or modified. You will provide checking account and/or credit card information for billing purposes. The Setup Fee and the Monthly Fee shall be shall be agreed to mutually in writing.

Services. The Services include Green Marimba’s online cannabis retail/wholesale order platform. That Service is developed, operated, and maintained by Green Marimba, accessible via https://www.greenmarimba.com/ and other designated web sites. The Services shall include ongoing review of the operation of the Third Party Applications within the Services and communication with the Third Party Applications’ providers to facilitate their use within the Services. Such services and feature may be modified in the discretion of Green Marimba.

Additional Services. Will be billed per hour for any work not provided under the Services shall be charged to you. The Additional Services shall be agreed to in writing.

Green Marimba Terms of Service v3.2 1/29/2018

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