These Subscription Terms (this “Agreement”) are GreenSight's standard terms and take effect on the earlier of: (a) Customer's electronic acceptance, or (b) Customer's acceptance of the first Order Form referencing this Agreement (the “Effective Date”), by and between GreenSight Technologies, Inc., a Delaware corporation located at 1134 Chorro Street, San Luis Obispo, CA 93401 (“GreenSight”), and the entity identified in the applicable Order Form (“Customer”). GreenSight and Customer are each a “Party” and together, the “Parties.” An enterprise customer may instead enter into a separately negotiated Master Subscription Agreement.
1. Definitions
- “Aggregated Statistics” means anonymized, de-identified data and information compiled by GreenSight related to Customer's use of the Services, from which Customer and its Confidential Information cannot be identified.
- “Authorized Users” means Customer's employees, contractors, and agents who are authorized by Customer to access the Services under this Agreement.
- “Confidential Information” means any non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or media, that is marked confidential or that a reasonable person would understand to be confidential, including without limitation business and technical information, pricing, product roadmaps, trade secrets, and third-party confidential information. Confidential Information does not include information that: (i) was already known by or available to the Receiving Party prior to disclosure without an obligation of confidentiality; (ii) is or becomes publicly known without a breach of this Agreement by the Receiving Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is received from a third party without an obligation of confidentiality.
- “Credit” means the unit GreenSight uses to meter usage of the Services. Credits are a unit of measure only; they have no cash value and are not a currency, security, or stored balance purchased by Customer.
- “Credit Schedule” means the schedule of Credit costs per action that GreenSight publishes within the Services, as updated from time to time, which is the authoritative statement of Credit costs.
- “Customer Data” means all data, information, and content submitted or transmitted by or on behalf of Customer through the Services.
- “Documentation” means the user guides, help documentation, and other technical materials made available by GreenSight describing the features and functionality of the Services.
- “Monthly Usage Allowance” means the amount of usage, expressed in Credits, that Customer's subscription tier permits during each monthly billing period, as specified in the applicable Order Form. The Monthly Usage Allowance is the option to use the Services up to that amount; it is a subscription allowance, not a purchase of Credits.
- “Order Form” means an ordering document that references this Agreement and specifies the Services, fees, Subscription Term, and any additional terms applicable to Customer's subscription, executed by the Parties or accepted by Customer electronically.
- “Services” means GreenSight's proprietary software applications and tools as identified in each Order Form, including any updates and improvements made generally available by GreenSight during the applicable Subscription Term.
- “Subscription Term” means the period during which Customer is authorized to access the Services, as specified in the applicable Order Form.
2. Order Forms; Order of Precedence
2.1 Order Forms
The Services are provided pursuant to Order Forms executed by both Parties, which may be executed by electronic acceptance. Each Order Form is incorporated into and governed by this Agreement. In the event of a conflict between the terms of an Order Form and this Agreement, the terms of the Order Form shall control solely with respect to the Services described in that Order Form.
2.2 Product-Specific Terms
Certain Services may be subject to product-specific terms set forth in an addendum, schedule, or exhibit to this Agreement or an Order Form (“Product-Specific Terms”). To the extent of any conflict, the order of precedence is: (1) Product-Specific Terms, (2) Order Form, (3) this Agreement. The GreenSight API & Integration Terms, available at greensighttech.com/api-terms, are Product-Specific Terms under this Section 2.2 and govern access to and use of the Services via GreenSight's API; they control over this Agreement with respect to API access. For matters of Credit cost, the in-product Credit Schedule governs as provided in Section 4.10.
3. Services
3.1 Provision of Services
Subject to the terms of this Agreement and the applicable Order Form, GreenSight will make the Services available to Customer during the Subscription Term. GreenSight may update the Services from time to time, provided that such updates do not materially diminish the core functionality of the Services during the applicable Subscription Term.
3.2 Access
GreenSight will provide Customer with credentials or other access mechanisms to enable Authorized Users to access the Services. Customer is responsible for all activities occurring under its accounts and for ensuring that Authorized Users comply with this Agreement.
3.3 Restrictions
Customer shall not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services; (b) modify, copy, or create derivative works of the Services; (c) resell, sublicense, distribute, or make the Services available to any third party; (d) remove any proprietary notices from the Services; (e) use the Services in violation of applicable law; (f) attempt to gain unauthorized access to the Services or related systems; or (g) use the Services or any output to develop or train a competing product or pricing model. Programmatic access to and use of the Services that is expressly authorized under the API & Integration Terms is not a breach of this Section 3.3.
3.4 Service Level Agreement
During any paid Subscription Term, GreenSight shall provide the Services in accordance with its Service Level Agreement (“SLA”), available at https://www.greensighttech.com/sla, which is incorporated into this Agreement by reference. The SLA does not apply during any pilot, trial, proof-of-concept, or other non-production use period.
3.5 Suspension
GreenSight may suspend Customer's access to the Services, in whole or in part, immediately and without prior notice if GreenSight reasonably determines that: (a) Customer's use of the Services poses a security risk to, or may adversely affect, the Services, GreenSight, or any third party; (b) Customer is in breach of Section 3.3 (Restrictions); (c) Customer's use of the Services violates applicable law; or (d) any undisputed amount owed by Customer is overdue, as provided in Section 4.2. GreenSight will provide notice of the suspension and will restore access promptly after the circumstances giving rise to the suspension are resolved. Suspension does not relieve Customer of its obligation to pay fees due, and GreenSight will have no liability arising from a suspension made in accordance with this Section 3.5.
4. Fees and Payment
4.1 Fees
Customer shall pay to GreenSight the fees set forth in the applicable Order Form. All fees are quoted in U.S. dollars and are exclusive of applicable taxes.
4.2 Recurring Billing Authorization
Customer authorizes GreenSight to charge the credit card or other payment method provided by Customer for all fees in advance for each subscription period (monthly, as specified in the Order Form) and on each renewal date unless the subscription is terminated in accordance with this Agreement. Charges will occur automatically on or about the first day of each Subscription Term. Customer represents and warrants that it has the authority to authorize such charges on behalf of the business entity identified in the Order Form. Customer agrees that electronic acceptance of the Order Form, or provision of a payment method, constitutes valid authorization for recurring charges. If any payment is declined or fails, GreenSight may reattempt to process the payment, suspend access to the Services, and/or terminate this Agreement for nonpayment. Customer remains responsible for all unpaid fees.
4.3 Payment Terms
Unless otherwise specified in an Order Form, fees are billed at the beginning of each monthly billing period and are due as charged. Any billing disputes must be submitted in writing within thirty (30) days of the invoice or charge date. Failure to timely dispute a charge constitutes waiver of the dispute.
4.4 Overage Fees
Usage in a billing period exceeding the Monthly Usage Allowance (the “Overage Units”) will be billed at the overage rate specified in the Order Form. Fees for Overage Units are invoiced in arrears on a monthly basis and charged to the payment method on file.
4.5 Taxes
All fees are exclusive of, and Customer is responsible for, all applicable sales, use, value-added, and other taxes, duties, and levies (other than taxes based on GreenSight's income).
4.6 Late Payment
Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse GreenSight for all reasonable costs of collection, including attorneys' fees.
4.7 Non-Refundable
Except as expressly set forth in an Order Form, all fees paid are non-cancelable and non-refundable. No refunds or credits will be provided for partial subscription periods.
4.8 Changes to Subscription Pricing and Tiers
GreenSight may modify the Subscription Fee, Monthly Usage Allowance, overage rates, and tier definitions applicable to future Subscription Terms by providing written notice at least thirty (30) days prior to the start of the applicable renewal Subscription Term. Such changes do not affect the committed terms set forth in Customer's Order Form during the then-current Subscription Term; they apply beginning at renewal, unless Customer elects not to renew. Any change to those committed terms during a Subscription Term requires a mutual written amendment (including an amended Order Form) or a tier change requested by Customer.
4.9 Usage Allowance and Credits
Each Order Form specifies a Monthly Usage Allowance, expressed in Credits. Credits are the unit used to meter usage and have no cash value. The Monthly Usage Allowance is the option to use the Services up to the stated amount each billing period — a subscription allowance, not a purchase of Credits. The Monthly Usage Allowance resets at the start of each billing period and does not roll over; unused allowance has no cash value and is non-refundable and non-transferable. Usage beyond the Monthly Usage Allowance is billed as Overage Units under Section 4.4.
4.10 Credit Schedule; Changes to Credit Costs
The number of Credits consumed by each action is set forth in the Credit Schedule that GreenSight publishes within the Services, which is the authoritative statement of Credit costs. GreenSight may (a) add features and set their Credit cost, and (b) reduce the Credit cost of any feature, in each case effective immediately. GreenSight may (c) increase the Credit cost of an existing feature upon thirty (30) days' notice. No increase under clause (c) reduces Customer's committed fees or Monthly Usage Allowance during the then-current Subscription Term; such increases apply at the next renewal, or to Overage Units after the notice period. Changes to the committed commercial terms of a tier are governed by Section 4.8.
5. Intellectual Property and Data
5.1 GreenSight Ownership
GreenSight and its licensors retain all right, title, and interest in and to the Services, Documentation, the Credit Schedule, and all related technology, including all intellectual property rights therein. This Agreement does not transfer any ownership rights to Customer.
5.2 Access to the Services by Customer
Subject to Customer's compliance with this Agreement, GreenSight grants Customer a limited, non-exclusive, non-transferable right during the applicable Subscription Term to access and use the Services for Customer's internal business purposes as described in the applicable Order Form.
5.3 Customer Data Ownership
As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants GreenSight a non-exclusive, royalty-free, worldwide license to use, process, and display Customer Data solely as necessary to provide the Services to Customer.
5.4 AI Model Training
Customer grants GreenSight a non-exclusive, royalty-free, perpetual, worldwide license to use Customer Data in anonymized or de-identified form to develop, improve, and train GreenSight's artificial intelligence models, algorithms, and pricing benchmarks. For the avoidance of doubt, this is in addition to GreenSight's rights in Aggregated Statistics under Section 5.5.
5.5 Aggregated Statistics
GreenSight may collect and compile Aggregated Statistics. All rights in Aggregated Statistics are owned solely by GreenSight. GreenSight may use Aggregated Statistics for any lawful business purpose, including the right to commercialize, license, distribute, and sell Aggregated Statistics and data products derived from them (such as pricing indices, market benchmarks, and valuation datasets), provided that such statistics and data products do not identify Customer or include Customer's Confidential Information.
5.6 Feedback
If Customer provides feedback, suggestions, or recommendations regarding the Services (“Feedback”), Customer grants GreenSight a non-exclusive, royalty-free, perpetual, worldwide license to use the Feedback for any purpose without obligation to compensate Customer.
5.7 Privacy Policy
GreenSight's collection and use of account information, usage data, and other information gathered in connection with providing the Services and operating its website is described in the GreenSight Privacy Policy available at greensighttech.com/privacy, as updated from time to time. The Privacy Policy is a notice, not a contract, and Customer acknowledges it.
5.8 Personal Information
The Services are not designed to collect, store, or process personal information, personally identifiable information, or personal data as defined under any applicable data protection laws (collectively, “Personal Information”). Customer shall not submit, upload, or otherwise transmit any Personal Information to the Services. If Customer submits Personal Information to the Services despite this prohibition, Customer does so entirely at its own risk and sole responsibility. GreenSight shall have no liability whatsoever for any loss, disclosure, breach, or unauthorized access relating to any Personal Information submitted by or on behalf of Customer. Customer shall defend, indemnify, and hold harmless GreenSight from and against any claims, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising from or related to Customer's submission of Personal Information to the Services, including any claims by data subjects or regulatory authorities under applicable data protection laws.
6. Confidentiality
6.1 Protection
The Receiving Party will: (i) use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own (but in no event less than reasonable care); (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) limit access to employees, contractors, and agents who need such access and who are bound by confidentiality obligations no less protective than those herein.
6.2 Permitted Disclosures
The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
6.3 Duration
The obligations under this Section 6 shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.
7. Warranties and Disclaimers
7.1 Mutual Warranties
Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has the necessary authority to enter into this Agreement; and (c) the execution and performance of this Agreement does not violate any agreement to which it is a party.
7.2 AI and Output Disclaimer
The Services utilize artificial intelligence, machine learning, and third-party data sources. GreenSight does not guarantee the accuracy, completeness, or reliability of any output generated by the Services, including without limitation device identification, classification, pricing insights, appraisal data, grading, valuation estimates, or routing recommendations. All outputs are provided for informational purposes only. Customer acknowledges and agrees that it retains sole responsibility and final decision-making authority over any business decisions made in reliance on the Services, including pricing, routing, disposition, and valuation decisions. GreenSight shall not be liable for any losses or damages arising from Customer's reliance on Service outputs.
7.3 General Disclaimer
Except for the express warranties set forth in Section 7.1, the Services are provided “as-is” and without warranty of any kind. To the maximum extent permitted by law, GreenSight disclaims all other warranties, express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, neither Party shall be liable to the other for any special, incidental, indirect, punitive, exemplary, or consequential damages of any kind arising out of or related to this Agreement, including without limitation loss of profits, loss of revenue, loss of data, business interruption, or downstream revenue impact, regardless of the form of action or theory of liability, even if advised of the possibility of such damages.
8.2 Aggregate Liability Cap
Each Party's total cumulative liability for all claims arising out of or related to this Agreement shall not exceed the total amount of fees paid or payable by Customer to GreenSight under the Order Form giving rise to such liability during the twelve (12) months immediately preceding the incident giving rise to the claim.
8.3 Basis of the Bargain
The limitations and exclusions set forth in this Section 8 shall apply regardless of whether a Party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. The Parties agree that the fees reflect the allocation of risk set forth in this Agreement and that neither Party would enter into this Agreement without these limitations.
9. Indemnification
9.1 By GreenSight
GreenSight shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that Customer's authorized use of the Services infringes such third party's U.S. intellectual property rights. This obligation does not apply to claims arising from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with non-GreenSight products; or (c) Customer's use of the Services in violation of this Agreement.
9.2 By Customer
Customer shall defend, indemnify, and hold harmless GreenSight from any third-party claim arising from: (a) an allegation that the Customer Data infringes such third party's U.S. intellectual property rights or applicable law; (b) Customer's violation of applicable law; (c) Customer's breach of Section 3.3 (Restrictions); or (d) Customer's submission of Personal Information to the Services in violation of Section 5.8.
9.3 Procedure
The indemnified Party shall: (i) provide prompt written notice of the claim; (ii) grant the indemnifying Party sole control of the defense and settlement; and (iii) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party without the indemnified Party's prior written consent.
10. Term and Termination
10.1 Agreement Term
This Agreement commences on the Effective Date and remains in effect until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Section 10.
10.2 Subscription Term
The initial Subscription Term for each Order Form shall be as specified in that Order Form. Unless otherwise stated in the Order Form, subscriptions automatically renew for successive periods equal to the initial Subscription Term until cancelled. For month-to-month subscriptions, either Party may elect not to renew effective at the end of the then-current monthly period, and no advance notice period applies. For subscriptions with a committed term of more than one month, either Party must provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.
10.3 Termination for Cause
Either Party may terminate this Agreement or any Order Form if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Notwithstanding the foregoing, GreenSight may terminate this Agreement or any Order Form immediately upon written notice, without a cure period, if Customer breaches Section 3.3 (Restrictions).
10.4 Termination for Convenience
Unless otherwise specified in an Order Form, either Party may terminate a month-to-month subscription for convenience effective at the end of the then-current monthly billing period; no advance notice period applies and fees already charged for the current period are non-refundable. Subscriptions with a committed term may not be terminated for convenience during that term, except as provided in the applicable Order Form. In addition, GreenSight may terminate this Agreement or any Order Form for convenience at any time, effective immediately upon written notice to Customer, in which case GreenSight will refund the pro-rata unused portion of any fees prepaid for the then-current Subscription Term, and such refund is Customer's sole and exclusive remedy for such termination.
10.5 Effects of Termination
Upon termination or expiration: (a) Customer's access to the Services will immediately cease; (b) Customer shall pay all accrued and unpaid fees through the effective date of termination; (c) each Party shall return or destroy the other Party's Confidential Information upon request; and (d) GreenSight shall make Customer Data available for export for a period of thirty (30) days following termination, after which GreenSight may delete Customer Data. Sections 1, 4 (for accrued obligations), 5.1, 5.4, 5.5, 5.6, 5.8, 6, 7.2, 7.3, 8, 9, 10.5, 11, 12, and 13 shall survive termination or expiration.
11. Governing Law; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in San Luis Obispo County, California for any disputes arising out of or related to this Agreement.
12. Notices
All notices under this Agreement must be in writing and delivered to the addresses set forth in the applicable Order Form (or such other address as a Party may specify in writing) by: (a) personal delivery; (b) nationally recognized overnight courier; (c) confirmed email; or (d) certified or registered mail, return receipt requested. Notices are effective upon receipt, the next business day after deposit with an overnight courier, upon confirmation of email delivery, or five (5) calendar days after deposit in the mail.
13. General Provisions
13.1 Entire Agreement
This Agreement, together with all Order Forms and any Product-Specific Terms, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
13.2 Amendment
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party, except that GreenSight may update the SLA and the Credit Schedule, and may change Credit costs and fees, as provided in Sections 3.4, 4.8, and 4.10, and may update these Terms as provided in Section 13.9.
13.3 Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, provided that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
13.4 Waiver
No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach. No waiver shall be effective unless in writing and signed by the waiving Party.
13.5 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
13.6 Force Majeure
Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, third-party service failures, or other force majeure events.
13.7 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
13.8 Counterparts
This Agreement may be executed in counterparts, including by electronic signature or PDF, each of which shall be deemed an original, and all of which together shall constitute one instrument.
13.9 Updates to these Terms
GreenSight may update these Terms from time to time by posting the updated version at greensighttech.com/terms and providing Customer at least thirty (30) days' prior written notice of the update (which notice may be given by email or by in-product notice). Unless the notice states a later effective date, the updated Terms take effect at the start of Customer's first Subscription Term (including any renewal Subscription Term) that begins after the notice period, and Customer's electronic acceptance of the updated Terms or continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer may elect not to renew as provided in Section 10.2, and the version of these Terms previously accepted by Customer will continue to govern through the end of the then-current Subscription Term. Changes to fees, tiers, Credit costs, and the Credit Schedule are governed by Sections 4.8 and 4.10, and updates to the SLA are governed by Section 3.4.
Acceptance: Customer accepts these Subscription Terms by signing an Order Form that references them, by clicking to accept, or by accessing or using the Services. No signature page is required for acceptance.