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Greene IS Services Agreement

Terms of Use
 
Privacy
 
Your Content
 
Creating an Account.
 
Using Third-Party Apps and Services
 
Service Availability
 
Updates to the Services or Software, and Changes to These Terms
 
Authorized Contacts
 
Payment Terms
 
Canceling the Services and Closing Your Account
 
Choice of Law and Place to Resolve Disputes
 
Warranties
 
Limitation of Liability
 
Customer Security Obligations
 
Customer Duties and Responsibilities
 
Indemnification
 
Attorneys’ Fees and Costs
 
Non-solicitation.
 
Entire Agreement
 
General
 
Service Specific Terms
1. Terms of Use
This Greene IS Services Agreement (“Agreement”) sets forth the legally binding terms for your use of our Services. Throughout this Agreement any references to “you”, “your”, and “Customer” apply to the customer who purchased the Services. If you purchase a Service from Greene IS, whether through our online portal
(https://greeneis.connectboosterportal.com/platform/login) and referred to as the “Customer Portal” herein) or otherwise, these terms apply to your purchase and are binding on you. Any references to “we”, “us”, “our”, “Greene IS”, and “Company” apply to Greene Information Systems, Inc., a Washington corporation.” If you are an individual using the Service on behalf of a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Agreement, otherwise you are required to refrain from using any and all Services on behalf of your company.
Your privacy is important to us. By entering into this Agreement, you consent to Greene IS’s collection, use and disclosure of Your Content and Customer Data as detailed in the Greene IS privacy policy. Please read the Privacy Policy, which can be found at https://greeneis.com/privacy-policy/. The Greene IS standard privacy policy is subject to any modifications, updates or changes to such policy over time.
“Your Content” and “Customer Data”, in each such instance as referred to herein, includes all personal data and information in any form or media (i) submitted to Greene IS by you or your authorized user or on you or your authorized user’s behalf, or (ii) captured by us as part of providing the Services, including data related to any of the following:
  • Employee Contact Data
  • Billing and Invoicing Details
  • Business Process
  • Inventory/Asset Data, Services, and Vendors
  • Credential Storage
You can create a Greene IS account by signing up online through our Customer Portal. You agree not to use any false, inaccurate or misleading information when signing up for your account. You are responsible for all activity that occurs under your Greene IS account.
Within the scope of our Services, you can access or procure products, services, websites, links, content, materials, skills, integrations, bots, or applications from independent third parties—these entities, not affiliated with Greene IS, are collectively referred to as “Third-Party Apps and Services.” Many of our Services facilitate your discovery, engagement, and interaction with these Third-Party Apps and Services, allowing you to share your content or data. It’s important to recognize that through your use of our Services, you are instructing us to make Third-Party Apps and Services available to you. These Third-Party Apps and Services might offer features enabling you to store your content or data with their respective publishers, providers, or operators. When installing or using a Third-Party App or Service, you should thoroughly review applicable privacy policies and other terms prior to acquisition, utilization, request, or account linkage. Note that these third-party terms do not alter any of the terms stipulated here. Managing your interactions with third parties is your responsibility, as Greene IS does not grant any intellectual property rights within the context of Third-Party Apps and Services. Furthermore, we are not liable or accountable for the information or services delivered by any Third-Party Apps and Services, neither to you nor to any other party.
We are dedicated to ensuring the continuous operation of our Services; however, it’s important to acknowledge that, like all online services, occasional disruptions and outages may occur, and Greene IS will not be held responsible for any disruptions or losses you may experience due to these incidents. During such outages, there may be instances where you are unable to access or retrieve Your Content or other data stored within our systems. To safeguard your information, we strongly recommend that you regularly back up Your Content and other data stored on our Services or within Third-Party Apps and Services that you use. Please be aware that the availability of our Services, Third-Party Apps and Services, as well as the materials or products offered through our Services, may be subject to occasional unavailability, time-limited offers, or variations based on your geographical region or the specific device you are using.
We reserve the right to modify the terms of this Agreement at any time. If you continue to use the Services for a period of 30 days or more after the changes take effect, it indicates your acceptance of the new terms. If you do not agree with the updated terms, you must cease using the Services and close your account. Periodically, you may need software updates to maintain access to the Services. We may automatically check your software version and implement software updates or configuration adjustments. You may be required to update the software to ensure continued use of the Services. These updates are governed by this Agreement unless they come with separate terms, in which case, those specific terms will apply. Please note that Greene IS is not obligated to provide updates, and we do not guarantee ongoing support for the version of the system or device for which you acquired the software, apps, content, or other products.
Greene IS has the authorization to engage with vendors and suppliers on your behalf as beneficial or convenient for the procurement of goods, services, or any other purposes as explicitly specified and mutually agreed upon by the Customer and Greene IS or as selected in the Customer Portal. This encompasses a wide range of actions, including but not limited to placing orders, seeking quotations, making inquiries, and handling any matters or queries pertaining to the products or services supplied by vendors.
A. Charges
In the event that a fee is associated with any part of the Services, you hereby agree to fulfill that charge. The price listed for the Services in the Customer Portal does not encompass any relevant taxes or currency exchange adjustments, unless specifically indicated otherwise. It is your sole responsibility to settle such taxes and any related charges. Service-related taxes are determined based on your registered location at the time of establishing your Greene IS account. Failure to make a timely and complete payment may lead to the suspension or termination of the Services. This, in turn, could result in the loss of access to your account and its associated content. Customer shall reimburse Greene IS for all reasonable out-of-pocket expenses incurred by Greene IS in performing the Professional Services.
B. Your Billing Account
For payment of Service charges, you will need to provide a payment method when signing up for the Service. Your billing information and payment method can be managed and updated through the Customer Portal at https://my.greeneis.com/billing. Additionally, you grant Greene IS permission to utilize any updated account information related to your selected payment method, provided by your issuing bank or the relevant payment network. It is your responsibility to promptly update your account details, including your email address and payment method information, to ensure the smooth processing of your transactions and timely communication regarding them. Please note that any changes made to your billing account will not impact charges incurred before we reasonably implement the changes to your billing account.
C. Billing
By providing Greene IS with your payment method, you confirm that (i) you possess the necessary authorization to use the provided payment method and that all payment details supplied are accurate; (ii) you grant Greene IS permission to bill you for the Services or accessible content using the provided payment method; and (iii) you authorize Greene IS to charge you for any paid features of the Services you opt for or use while the terms of this Agreement remain in effect. Our billing may occur (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) periodically for subscription-based Services. Furthermore, we may charge you up to the amount you have previously authorized, and we will inform you in advance of any alterations in the amount to be charged for recurring subscription Services. It’s possible that we may bill you simultaneously for multiple past billing periods for amounts that were not previously processed.
D. Overdue Payments
Any payment not received from Customer by the due date may, at Company’s discretion and without limiting its rights or remedies, accrue late charges at the rate of 1.5% of the outstanding balance per month or as otherwise indicated in the Customer Portal, in Company’s discretion, or the maximum rate permitted by law if lower, from the date the payment was due until the date paid. Customer will pay to Company all reasonable costs and expenses for collection of overdue amounts, including legal fees.
E. Recurring Payments
When you opt for Services on a subscription basis (e.g., monthly, every three months, or annually), you are granting authorization for recurring payments. Payments will be processed to Greene IS as agreed upon, using the method and at the intervals you’ve specified in the Customer Portal, until either you or Greene IS terminates the subscription for that particular Service. To discontinue your Services and cease further charges, you must cancel your subscription prior to the next billing date. Detailed instructions for canceling the Services will be provided to you. By permitting recurring payments, you are authorizing a Greene IS-authorized third-party payment processor to securely store your payment details and process payments as electronic debits, fund transfers, or electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) – collectively referred to as “Electronic Payments.” Subscription fees are typically billed in advance of the corresponding subscription period. In the event of any unpaid payment or if a credit card or similar transaction is rejected or denied, Greene IS or its service providers retain the right to recover any relevant fees associated with returned items, rejections, or insufficient funds and process the payment as an Electronic Payment.
F. Online Statement and Errors
Greene IS will provide you with an online billing statement accessible through the Customer Portal at https://my.GreeneIS.com/billing/statements, where you can both view and print your statement. It’s important to note that this is the sole billing statement provided by us. In the event of a billing error, you must notify us within 90 days from when the error initially appears on your bill, at which point we will promptly investigate the charge. Failing to report the error within this time frame releases us from any liability and claims related to losses resulting from the error, and we will not be obligated to rectify the error or issue a refund. Should Greene IS identify a billing error, we will make the necessary corrections within 90 days.
G. Refunds
With the exception of instances mandated by law or specific Service offers, all purchases are considered final and non-refundable. If you believe you have been charged by Greene IS in error, you must reach out to us within 90 days of the charge in question. No refunds will be granted for charges exceeding the 90-day timeframe. The decision to issue refunds or credits is entirely at our discretion, and any such action does not imply an ongoing commitment to provide the same or similar refunds in the future. It’s important to note that this refund policy does not override any statutory rights that may be applicable. For additional information on our refund policies, please refer to our help topic at (https://my.greeneis.com/billing).
H. Promotional Offers
Occasionally, Greene IS may provide Services for a trial period in which you won’t incur any charges. Please be aware that Greene IS retains the authority to apply regular charges for these Services if, at its reasonable discretion, it determines that you are in violation of the terms and conditions of the trial offer.
I. Price Changes
Greene IS reserves the right to adjust the pricing of the Services at our discretion. In the event of a recurring purchase, we will provide you with advance notice of at least 15 days before the new pricing becomes effective, either through email or other reasonable means. If you do not concur with the revised pricing, you are required to terminate your use of the Services and cancel your subscription before the price alteration comes into effect. If your Service offer entails a fixed term and price, that specified price will remain unchanged for the duration of the fixed term.
J. Payments to You
In the event that we are required to make a payment to you, you consent to supply us with all necessary information promptly and accurately to facilitate the transfer of funds. Any taxes and charges incurred due to this payment are your responsibility. Additionally, you must adhere to any terms or conditions we establish for your entitlement to such payments. Should you receive a payment erroneously, we retain the right to reverse the transaction or request its return, and your cooperation is expected in this regard. We hold the prerogative to offset any prior overpayments without prior notification to adjust the payment to you.
You have the option to cancel a Service or close your account at any time if you have (a) paid all outstanding undisputed invoices for the Services and (b) requested cancellation or account closure through the account portal at https://my.greeneis.com/account. Greene IS may cancel a Service or close your account at any time. When you cancel a paid Service, it puts an end to any future charges for the continuation of that Service. If you wish to cancel a Service and seek a refund, if applicable, please visit the Customer Portal. It’s essential to reference the Service offer’s specific terms as (i) refunds might not be issued at the time of cancellation, (ii) you may be subject to cancellation fees, (iii) you may still be responsible for any charges incurred on your billing account for Services before the cancellation date, and (iv) you could lose access to your account and its usage upon Service cancellation. Upon cancellation of any Services, your access to those Services terminates at the conclusion of your ongoing Service period or, in cases where we bill your account periodically, at the close of the billing period in which you initiated the cancellation; provided, in the event your account is closed the Services will stop immediately as further detailed below. In the event of a chargeback or payment reversal with your bank for Services, we will consider this as a cancellation effective from the original payment date, and you authorize us to promptly terminate your service and/or revoke any content provided to you in exchange for that payment.
 
If your account is closed (whether by you or us), a few things happen. First, your right to use the account to access the Services stops immediately. Second, we’ll delete Your Content and other data associated with your account or will otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). Third, you may lose access to products you’ve acquired. Notwithstanding the foregoing, Company shall not be required to delete any electronic copy of Your Content that is (i) created pursuant to Company’s standard electronic backup and archival procedures and stored until the ordinary course deletion thereof, (ii) one copy of any of Your Content retained to the extent required to defend or maintain any litigation relating to this Agreement, or to comply with established document retention policies, or (iii) such copies of Your Content to the extent required to comply with requirements of applicable law, regulation, or rule or any requirement or request of any legal, regulatory, governmental, or supervisory authority. You should have a regular backup plan as Greene IS won’t be able to retrieve Your Content once your account is closed.
 
On the effective date of any account closure or termination under this Section, Customer shall: (x) pay all bills incurred through the effective date of the termination or account closure[; and (y) return any and all documentation and equipment left by Greene IS with Customer]. Termination of this Agreement will not affect any accrued rights or liabilities of either party. Notwithstanding any other provision of this Agreement, upon closure of your account or any Service, you will remain fully liable for all Third Party Apps and Services you are subscribed to, including payment of all remaining service terms. If any such services are being billed through Greene IS at the time of account closure, you will timely provide us with all information needed to facilitate transferring to you all monitoring of such Third-Party Apps and Services and all future payment processing.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Washington, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this Agreement or the Services. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, as adopted by any state or governing body, are expressly excluded from this Agreement.
GREENE IS, ALONG WITH OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPLICIT OR IMPLICIT, GUARANTEES, OR CONDITIONS PERTAINING TO YOUR UTILIZATION OF THE SERVICES. YOU RECOGNIZE THAT USING THE SERVICES IS ENTIRELY AT YOUR OWN RISK, AND WE FURNISH THE SERVICES ON AN “AS IS” BASIS, “WITH ALL FAULTS,” AND “AS AVAILABLE.” THE ENTIRE RESPONSIBILITY FOR USING THE SERVICES RESTS WITH YOU. GREENE IS DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE SERVICES. IN ACCORDANCE WITH THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, WE DISAVOW ANY IMPLICIT WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A SPECIFIC PURPOSE OR MEETING CUSTOMER REQUIREMENTS, WORKMANLIKE EFFORT, AND TITLE OR NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER LOCAL LAW, AND THESE TERMS DO NOT INTEND TO INFRINGE UPON THOSE RIGHTS IF THEY ARE APPLICABLE. IT IS IMPORTANT TO ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT EXEMPT FROM FAULTS, AND OCCASIONAL DOWNTIME MAY OCCUR. WE CANNOT GUARANTEE UNINTERRUPTED, PUNCTUAL, SECURE, OR ERROR-FREE SERVICES OR SERVICES THAT ARE FREE OF HARMFUL CODE, NOR CAN WE ENSURE THAT CONTENT LOSS WILL NOT TRANSPIRE. MOREOVER, WE CANNOT GUARANTEE CONNECTIVITY TO OR TRANSMISSION FROM COMPUTER NETWORKS OR THAT THE SERVICES WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCE, SOFTWARE, EQUIPMENT OR HARDWARE.
In the event that you have a legitimate basis for seeking damages, which includes breaches of the terms of this Agreement, you acknowledge that your sole recourse is to recover direct damages, up to an amount equivalent to your Services fee for the 12-months prior to the loss or breach (or up to $10.00 if the Services are provided free of charge), from Greene IS, its affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors. You are not entitled to seek any other damages or losses, be they direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions remain in effect even if this remedy does not fully compensate you for your losses, falls short of fulfilling its essential purpose, or if we were aware of or should have been aware of the possibility of such damages. To the fullest extent allowed by law, these limitations and exclusions apply to any matters or claims connected with the terms of this Agreement, the Services, or the software associated with the Services, including but not limited to data loss, business interruption, or any economic loss. This limitation of liability applies irrespective of the cause of action, be it in contract, tort, negligence, or any other legal theory, and is enforceable to the fullest extent permitted by applicable laws and regulations.
Greene IS has not been retained, unless specified in a separate written agreement, to provide recommendations concerning the security of any Customer network or system. Any changes made to a Customer network or system may have direct or indirect impacts that are negative to its security. Greene IS cannot possibly anticipate every possible reaction due to such changes. Customer is solely responsible for periodically testing its security to make sure it meets the requirements of its security policy. Under no circumstances does Greene IS guarantee or certify the prior, current or future integrity of the security of any Customer network or system.
Customer will, at its own expense:
a. Provide reasonable access for Greene IS’s personnel to information and the assistance of informed personnel required by Greene IS to carry out the Services hereunder. Customer will cooperate with Greene IS in a professional and courteous manner. Customer will for example reboot servers or monitoring agents upon request of Greene IS; if Customer does not wish to perform such functions, then if necessary Greene IS will come on site and additional fees will apply.
b. Maintain sufficient bandwidth and a high speed Internet connection at the Customer site(s) to support the Services. If this is not maintained, Greene IS will not be obligated to provide the Services and/or may increase fees for the Services to reflect the higher cost of supporting Customer.
c. Maintain Customer’s environment within all device and hardware manufacturer recommendations, including without limitation avoiding electromagnetic interference and other disruptive forces, and providing proper ventilation and appropriate computer system operating temperatures.
d. Acquire and maintain appropriate software licenses. Upon request, Customer will provide Greene IS copies of licenses and related warranties and support contracts.
e. Ensure that all backups are performed and in good working order, unless Greene IS is specifically contracted to provide this Service and has agreed in writing to take primary responsibility for this specific task. In any case Greene IS cannot be responsible for the loss of data or for data integrity for any reason. If Customer has concerns about the performance of its backup systems, Greene IS must be immediately advised in writing.
f. Be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all customer data, information, and materials.
g. Comply with all applicable federal, state, local and foreign laws, rules and regulations in connection with its use of the Services and of its IT systems.
h. Provide all necessary information when requesting technical support. This information includes but is not limited to: (i) name of the end user experiencing issue; (ii) location of end user and computer; (iii) contact information for end user; and (iv) detailed description of the issue.
i. If Services are performed at Customer’s place of business, furnish full and safe access to Customer’s office, network and systems for Greene IS’s personnel. Customer will also provide access cards/keys, adequate parking, internet access, and reasonable work space. Customer shall notify Greene IS of any health or safety hazards that may exist at Customer’s location and provide and/or recommend safety procedures to be followed.
j. Provide any and all passwords necessary for Greene IS’s employees to perform requested tasks. Greene IS may request a unique administrative password for the purpose of providing ongoing maintenance and support of Customer’s network and systems. Customer acknowledges that in approving a unique administrative password to Greene IS and its employees that Customer assumes full responsibility and any liability resulting from that decision, unless due to Greene IS’s willful misconduct or gross negligence.
Customer agrees to indemnify, defend and hold Greene IS and its affiliates, suppliers and licensors harmless from and against any unaffiliated third-party claim or legal action arising from or in connection with: (i) Customer’s use of the Third-Party Apps and Services or Services in violation any local, state, federal or foreign law applicable to Customer’s use of the same or in a way that damages a third-party; or (ii) any Customer Data, including any Customer Data that infringes intellectual property rights.

The party seeking indemnification will promptly notify the other party of the claim and cooperate in defending the claim. The indemnifying party will have the exclusive right to control and direct the investigation, defense (including appeals), negotiations and settlement (if applicable) of the indemnified portion of the claim, except that: (i) it may not make an admission of fault on behalf of the other party without written consent; (ii) any settlement requiring the party seeking indemnification to admit liability, pay money, or take or refrain from taking any action that would be materially detrimental to its overall business and reputation requires prior written consent, not to be unreasonably withheld or delayed; and (iii) the other party may join in the defense with its own counsel at its own expense. The indemnifying party will: (I) retain and pay attorneys, expert witness and court costs as part of its defense obligation; (II) reimburse the other party for reasonable out‐of‐pocket expenses that it incurs in providing assistance; and (III) pay the amount of any resulting adverse final judgment (including any award of attorney’s fees and costs), penalties, sanctions or settlement.
The prevailing party in any action or proceeding to enforce this Agreement, including any efforts to collect amounts due under this Agreement, is entitled to recover from the other party its costs and reasonable attorneys’ and experts’ fees in addition to its damages.
Both parties agree that during the term of this Agreement and for one (1) year after the last date Services are performed under this Agreement, employees, agents, subcontractors or representatives of a party directly involved in the provision of Services under this Agreement will not directly or indirectly solicit for employment or engagement by the other Party, without prior written consent of the first party; except, that nothing in this Agreement prevents either party from engaging in general recruiting directed to the public that do not target the personnel of the other party.
This Agreement, including the Privacy Policy, and any SOWs and non-disclosure agreements, sets forth the entire understanding and agreement between Customer and Greene IS and supersedes and extinguishes all previous agreements, negotiations, proposals, communications, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of this Agreement.. In the event of any inconsistency between this Agreement and any Data Processing Addendum, the Data Processing Addendum controls and governs over this Agreement to the extent necessary to resolve the conflict or inconsistency. Customer will not require Greene IS or its employees to sign, or otherwise enter into, any additional agreements, addendums or other documents not specifically referenced and incorporated in this Agreement nor require Greene IS or its employees to undergo any security or background screening not expressly set forth in this Agreement as a condition of Greene IS performing any Services under this Agreement or any related SOW or change request. Any inconsistent or additional terms of Customer’s purchase order or similar document are excluded regardless of Greene IS accepting the purchase order or other Customer document for payment purposes. In addition, nothing contained in any clickwrap agreement, other document or instrument issued by Customer will in any way modify or add any additional terms or conditions to this Agreement, and any modified or additional terms or conditions are expressly rejected and excluded from this Agreement. Any amendment or other modification of this Agreement, except as permitted under Section 7, must be in writing and signed by an authorized representative of both parties.
a. Subcontractors
Both Greene IS and Customer may engage respective subparties to operate under the terms of this Agreement; provided, however, the engagement of such subparties does not absolve either party from bearing direct responsibility to the other party for the due performance of all its obligations under this Agreement, including payment obligations hereunder.
b. Customer Input
Customer agrees that Company owns and has the right to exploit and include in its products and other services, any suggestions, enhancement requests, feedback or recommendations provided by Customer, its employees, contractors and users to Company without any obligation to Customer. For the avoidance of doubt, You are and will remain the exclusive owner of all, right, title and interest in and to Your Content, including any intellectual property rights relating thereto.
c. Independent Contractors
The parties are independent contractors. Neither party is the legal representative, agent, joint venturer, partner, franchisee, fiduciary, employee, or employer of the other party for any purpose whatsoever. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Greene IS does not undertake to perform any of Customer’s regulatory obligations or assume any responsibility for Customer’s business or operations. Except as explicitly set forth herein, neither party has any right, power, or authority under this Agreement to assume or create any obligation of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect.
d. Survival
Sections concerning the parties’ rights and obligations that by the content of such section operate after termination or that are necessary to enforce any right will survive termination of this Agreement, including, without limitation, the Sections titled “Using Third-Party Apps and Services”, “Payment Terms”, “Canceling the Services and Closing Your Account”, “Privacy”, “Choice of Law and Place to Resolve Disputes”, “Warranties”, “Indemnification”, “Limitation of Liability”, “Service-Specific Terms”, “Customer Security Obligations”, “Customer Duties and Responsibilities”, “No Guarantee”, “Backup Obligations”, “Customer Input”, “Attorneys’ Fees and Costs”, “Entire Agreement” and “General”.
e. Severability
If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the remaining provisions of this Agreement will remain in full force and effect. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
f. Waiver
No waiver of any right under this Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the party to be bound. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
g. Assignment; Successors and Assigns
Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety (including all Schedules and SOWs), without the other party’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then the other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
h. Force Majeure
Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment obligations and obligations under Section 8 (Confidentiality)) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, riots, war, acts of terror, shortage or inability to obtain labor or materials, internet failure, communication line failure or power failures, acts of God, earthquake, fire or other action of the elements, accidents, or governmental action (including the passage of laws or regulations or other acts of government that impact the delivery of the Cloud Services). Neither party will be liable for any losses, injury, delay or damages suffered or incurred by the other party due to the above causes.
i. Third Party Rights
Except for Green IS’s licensors and Suppliers, no third party will be deemed to be an intended or unintended third-party beneficiary of this Agreement and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
j. Interpretation
In the event of a dispute between the parties, this Agreement will not be construed for or against either party but will be interpreted in a manner consistent with the intent of the parties as evidenced by the terms of this Agreement. Unless otherwise specified, “days” means calendar days.
Service-Specific Terms
The terms before and after Section 14 apply generally to all Services. Section 14, however, contains service-specific terms that are in addition to the general terms and apply, in each case, if you have signed up for such specific Service referenced below. These service-specific terms govern in the event of any conflicts with the general terms. AT NO TIME WILL GREENE IS BE RESPONSIBLE FOR PROVIDING ANY OTHER SERVICES NOT IDENTIFIED HEREIN, UNLESS BOTH PARTIES APPROVE THE ADDITIONAL SERVICES IN WRITING.
A. Managed Services
As part of delivering the Services, Greene IS may suggest and help you interact with Third-Party Apps and Services in your managed environment (the “Managed Services”). The terms set forth in this Subsection A govern Managed Services:
 
i. Third-Party Apps and Services Interaction
As part of the Managed Services, and in order to help you obtain the requested services, Greene IS may exchange information with Third-Party Apps and Services, such as [ANY SPECIFIC INFORMATION YOU THINK YOU WILL SHARE? WE DON’T NEED TO LIST IT ALL, BUT IT CERTAINLY HELPS IN THE EVENT OF A CONFLICT] and responses to queries within the Third-Party Apps and Services. Publishers of Third-Party Apps and Services may change or discontinue the functionality or features of their Third-Party Apps and Services or integration with other Third-Party Apps and Services that are part of the Managed Services.
 
ii. Hardware & System Requirements
Greene IS is not responsible or liable for manufacturer provided software or firmware. Everything in the managed environment must be genuine and licensed to you—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. If we require certain minimum hardware or software requirements (“Minimum Requirements”), you agree to implement and maintain those Minimum Requirements as an ongoing requirement of us providing the Services to you.
 
iii. Maintenance & Updates
If patches and other software-related maintenance updates that are produced and distributed by the manufacturers of software and/or hardware devices (“Updates”) are to be provided by Greene IS, the Updates will only be installed if Greene IS has determined, in its reasonable discretion, that the Updates will be compatible with the particular configuration of the System. Greene IS will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer’s or applicable vendor’s instructions.
 
iv. Authorization to Access Your Devices
You authorize Greene IS to access, connect to and manage your devices via remote technologies as required for the Services without first contacting you. These activities may include, but are not limited to: (a) updating or changing software drivers; (b) installing and applying software patches; (c) rebooting devices for support purposes; (d) deleting temporary files and clearing caches; (e) starting or restarting application services; (f) verifying and validating data backup jobs; and (g) accessing and copying data upon Customer’s specific request. Notwithstanding the above, you are responsible for notifying Greene IS in advance of any restrictions on remote access, connections or management activities.
 
v. Prioritization
All Services will be performed on a schedule, and in a prioritized basis, as determined by Greene IS dispatch and triage operating procedures.
 
vi. No Guarantee
Greene IS does not guarantee the restoration of any or all data, systems, or applications in the event of data loss, corruption, or system failure. The Customer understands and accepts that some data may be unrecoverable.
B. Backup Services.
i. Services
Greene IS may provide guidance regarding backup services and facilitate the implementation of such backup services as requested by the Customer and as agreed to by Greene IS (“Backup Services”). The Customer acknowledges that the effectiveness of Backup Services is contingent upon various factors, including the frequency of backups, data retention policies, and the availability and performance of cloud infrastructure.
 
ii. No Warranty/Disclaimer
Although Greene IS will help facilitate backups for Customer, Greene IS does not host backup servers and will not be liable for any failure of backup servers. Greene IS does not warrant that the Backup Services will be provided uninterruptedly or error-free. Customer agrees that it has the sole responsibility for securing and backing up its data. Customer is solely responsible for any claims or issues relating to access, copying and/or deleting end users’ data performed by Greene IS at Customer’s request. GREENE IS IS NOT RESPONSIBLE FOR CUSTOMER’S FAILURE TO MAINTAIN ADEQUATE BACKUPS, NOR FOR THE COST OF RECONSTRUCTING DATA. GREENE IS IS CONSULTING WITH CUSTOMER AND ANALYZING CUSTOMER’S COMPUTER SYSTEM AND MAKING RECOMMENDATIONS BASED UPON ITS MONITORING AND INSPECTION OF CUSTOMER’S SYSTEMS THAT IS LIMITED IN SCOPE. GREENE IS DOES NOT WARRANT THAT AS A RESULT OF THE MONITORING OR LIMITED INSPECTION, IT WILL IDENTIFY ALL OF THE POTENTIAL PROBLEMS OR ISSUES WITH CUSTOMER’S SYSTEMS, NOR DOES GREENE IS WARRANT THAT ITS RECOMMENDATIONS WILL REMEDY ALL PROBLEMS OR ISSUES THAT CUSTOMER MAY ENCOUNTER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GREENE IS AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.

Greene IS Services Agreement

This Greene IS Services Agreement (“Agreement”) sets forth the legally binding terms for your use of our Services. Throughout this Agreement any references to “you”, “your”, and “Customer” apply to the customer who purchased the Services. If you purchase a Service from Greene IS, whether through our online portal and referred to as the “Customer Portal” herein) or otherwise, these terms apply to your purchase and are binding on you. Any references to “we”, “us”, “our”, “Greene IS”, and “Company” apply to Greene Information Systems, Inc., a Washington corporation.” If you are an individual using the Service on behalf of a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Agreement, otherwise you are required to refrain from using any and all Services on behalf of your company.
Your privacy is important to us. By entering into this Agreement, you consent to Greene IS’s collection, use and disclosure of Your Content and Customer Data as detailed in the Greene IS privacy policy. Please read the Privacy Policy, which can be found at https://greeneis.com/privacy-policy/. The Greene IS standard privacy policy is subject to any modifications, updates or changes to such policy over time.
“Your Content” and “Customer Data”, in each such instance as referred to herein, includes all personal data and information in any form or media (i) submitted to Greene IS by you or your authorized user or on you or your authorized user’s behalf, or (ii) captured by us as part of providing the Services, including data related to any of the following:
  • Employee Contact Data
  • Billing and Invoicing Details
  • Business Process
  • Inventory/Asset Data, Services, and Vendors
  • Credential Storage
You can create a Greene IS account by signing up online through our Customer Portal. You agree not to use any false, inaccurate or misleading information when signing up for your account. You are responsible for all activity that occurs under your Greene IS account.
Within the scope of our Services, you can access or procure products, services, websites, links, content, materials, skills, integrations, bots, or applications from independent third parties—these entities, not affiliated with Greene IS, are collectively referred to as “Third-Party Apps and Services.” Many of our Services facilitate your discovery, engagement, and interaction with these Third-Party Apps and Services, allowing you to share your content or data. It’s important to recognize that through your use of our Services, you are instructing us to make Third-Party Apps and Services available to you. These Third-Party Apps and Services might offer features enabling you to store your content or data with their respective publishers, providers, or operators. When installing or using a Third-Party App or Service, you should thoroughly review applicable privacy policies and other terms prior to acquisition, utilization, request, or account linkage. Note that these third-party terms do not alter any of the terms stipulated here. Managing your interactions with third parties is your responsibility, as Greene IS does not grant any intellectual property rights within the context of Third-Party Apps and Services. Furthermore, we are not liable or accountable for the information or services delivered by any Third-Party Apps and Services, neither to you nor to any other party.
We are dedicated to ensuring the continuous operation of our Services; however, it’s important to acknowledge that, like all online services, occasional disruptions and outages may occur, and Greene IS will not be held responsible for any disruptions or losses you may experience due to these incidents. During such outages, there may be instances where you are unable to access or retrieve Your Content or other data stored within our systems. To safeguard your information, we strongly recommend that you regularly back up Your Content and other data stored on our Services or within Third-Party Apps and Services that you use. Please be aware that the availability of our Services, Third-Party Apps and Services, as well as the materials or products offered through our Services, may be subject to occasional unavailability, time-limited offers, or variations based on your geographical region or the specific device you are using.
We reserve the right to modify the terms of this Agreement at any time. If you continue to use the Services for a period of 30 days or more after the changes take effect, it indicates your acceptance of the new terms. If you do not agree with the updated terms, you must cease using the Services and close your account. Periodically, you may need software updates to maintain access to the Services. We may automatically check your software version and implement software updates or configuration adjustments. You may be required to update the software to ensure continued use of the Services. These updates are governed by this Agreement unless they come with separate terms, in which case, those specific terms will apply. Please note that Greene IS is not obligated to provide updates, and we do not guarantee ongoing support for the version of the system or device for which you acquired the software, apps, content, or other products.
Greene IS has the authorization to engage with vendors and suppliers on your behalf as beneficial or convenient for the procurement of goods, services, or any other purposes as explicitly specified and mutually agreed upon by the Customer and Greene IS or as selected in the Customer Portal. This encompasses a wide range of actions, including but not limited to placing orders, seeking quotations, making inquiries, and handling any matters or queries pertaining to the products or services supplied by vendors.
A. Charges
In the event that a fee is associated with any part of the Services, you hereby agree to fulfill that charge. The price listed for the Services in the Customer Portal does not encompass any relevant taxes or currency exchange adjustments, unless specifically indicated otherwise. It is your sole responsibility to settle such taxes and any related charges. Service-related taxes are determined based on your registered location at the time of establishing your Greene IS account. Failure to make a timely and complete payment may lead to the suspension or termination of the Services. This, in turn, could result in the loss of access to your account and its associated content. Customer shall reimburse Greene IS for all reasonable out-of-pocket expenses incurred by Greene IS in performing the Professional Services.
B. Your Billing Account
For payment of Service charges, you will need to provide a payment method when signing up for the Service. Your billing information and payment method can be managed and updated through the Customer Portal at https://my.greeneis.com/billing. Additionally, you grant Greene IS permission to utilize any updated account information related to your selected payment method, provided by your issuing bank or the relevant payment network. It is your responsibility to promptly update your account details, including your email address and payment method information, to ensure the smooth processing of your transactions and timely communication regarding them. Please note that any changes made to your billing account will not impact charges incurred before we reasonably implement the changes to your billing account.
C. Billing
By providing Greene IS with your payment method, you confirm that (i) you possess the necessary authorization to use the provided payment method and that all payment details supplied are accurate; (ii) you grant Greene IS permission to bill you for the Services or accessible content using the provided payment method; and (iii) you authorize Greene IS to charge you for any paid features of the Services you opt for or use while the terms of this Agreement remain in effect. Our billing may occur (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) periodically for subscription-based Services. Furthermore, we may charge you up to the amount you have previously authorized, and we will inform you in advance of any alterations in the amount to be charged for recurring subscription Services. It’s possible that we may bill you simultaneously for multiple past billing periods for amounts that were not previously processed.
D. Overdue Payments
Any payment not received from Customer by the due date may, at Company’s discretion and without limiting its rights or remedies, accrue late charges at the rate of 1.5% of the outstanding balance per month or as otherwise indicated in the Customer Portal, in Company’s discretion, or the maximum rate permitted by law if lower, from the date the payment was due until the date paid. Customer will pay to Company all reasonable costs and expenses for collection of overdue amounts, including legal fees.
E. Recurring Payments
When you opt for Services on a subscription basis (e.g., monthly, every three months, or annually), you are granting authorization for recurring payments. Payments will be processed to Greene IS as agreed upon, using the method and at the intervals you’ve specified in the Customer Portal, until either you or Greene IS terminates the subscription for that particular Service. To discontinue your Services and cease further charges, you must cancel your subscription prior to the next billing date. Detailed instructions for canceling the Services will be provided to you. By permitting recurring payments, you are authorizing a Greene IS-authorized third-party payment processor to securely store your payment details and process payments as electronic debits, fund transfers, or electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) – collectively referred to as “Electronic Payments.” Subscription fees are typically billed in advance of the corresponding subscription period. In the event of any unpaid payment or if a credit card or similar transaction is rejected or denied, Greene IS or its service providers retain the right to recover any relevant fees associated with returned items, rejections, or insufficient funds and process the payment as an Electronic Payment.
F. Online Statement and Errors
Greene IS will provide you with an online billing statement accessible through the Customer Portal at https://my.GreeneIS.com/billing/statements, where you can both view and print your statement. It’s important to note that this is the sole billing statement provided by us. In the event of a billing error, you must notify us within 90 days from when the error initially appears on your bill, at which point we will promptly investigate the charge. Failing to report the error within this time frame releases us from any liability and claims related to losses resulting from the error, and we will not be obligated to rectify the error or issue a refund. Should Greene IS identify a billing error, we will make the necessary corrections within 90 days.
G. Refunds
With the exception of instances mandated by law or specific Service offers, all purchases are considered final and non-refundable. If you believe you have been charged by Greene IS in error, you must reach out to us within 90 days of the charge in question. No refunds will be granted for charges exceeding the 90-day timeframe. The decision to issue refunds or credits is entirely at our discretion, and any such action does not imply an ongoing commitment to provide the same or similar refunds in the future. It’s important to note that this refund policy does not override any statutory rights that may be applicable. For additional information on our refund policies, please refer to our help topic at (https://my.greeneis.com/billing).
H. Promotional Offers
Occasionally, Greene IS may provide Services for a trial period in which you won’t incur any charges. Please be aware that Greene IS retains the authority to apply regular charges for these Services if, at its reasonable discretion, it determines that you are in violation of the terms and conditions of the trial offer.
I. Price Changes
Greene IS reserves the right to adjust the pricing of the Services at our discretion. In the event of a recurring purchase, we will provide you with advance notice of at least 15 days before the new pricing becomes effective, either through email or other reasonable means. If you do not concur with the revised pricing, you are required to terminate your use of the Services and cancel your subscription before the price alteration comes into effect. If your Service offer entails a fixed term and price, that specified price will remain unchanged for the duration of the fixed term.
J. Payments to You
In the event that we are required to make a payment to you, you consent to supply us with all necessary information promptly and accurately to facilitate the transfer of funds. Any taxes and charges incurred due to this payment are your responsibility. Additionally, you must adhere to any terms or conditions we establish for your entitlement to such payments. Should you receive a payment erroneously, we retain the right to reverse the transaction or request its return, and your cooperation is expected in this regard. We hold the prerogative to offset any prior overpayments without prior notification to adjust the payment to you.
You have the option to cancel a Service or close your account at any time if you have (a) paid all outstanding undisputed invoices for the Services and (b) requested cancellation or account closure through the account portal at https://my.greeneis.com/account. Greene IS may cancel a Service or close your account at any time. When you cancel a paid Service, it puts an end to any future charges for the continuation of that Service. If you wish to cancel a Service and seek a refund, if applicable, please visit the Customer Portal. It’s essential to reference the Service offer’s specific terms as (i) refunds might not be issued at the time of cancellation, (ii) you may be subject to cancellation fees, (iii) you may still be responsible for any charges incurred on your billing account for Services before the cancellation date, and (iv) you could lose access to your account and its usage upon Service cancellation. Upon cancellation of any Services, your access to those Services terminates at the conclusion of your ongoing Service period or, in cases where we bill your account periodically, at the close of the billing period in which you initiated the cancellation; provided, in the event your account is closed the Services will stop immediately as further detailed below. In the event of a chargeback or payment reversal with your bank for Services, we will consider this as a cancellation effective from the original payment date, and you authorize us to promptly terminate your service and/or revoke any content provided to you in exchange for that payment.
 
If your account is closed (whether by you or us), a few things happen. First, your right to use the account to access the Services stops immediately. Second, we’ll delete Your Content and other data associated with your account or will otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). Third, you may lose access to products you’ve acquired. Notwithstanding the foregoing, Company shall not be required to delete any electronic copy of Your Content that is (i) created pursuant to Company’s standard electronic backup and archival procedures and stored until the ordinary course deletion thereof, (ii) one copy of any of Your Content retained to the extent required to defend or maintain any litigation relating to this Agreement, or to comply with established document retention policies, or (iii) such copies of Your Content to the extent required to comply with requirements of applicable law, regulation, or rule or any requirement or request of any legal, regulatory, governmental, or supervisory authority. You should have a regular backup plan as Greene IS won’t be able to retrieve Your Content once your account is closed.
 
On the effective date of any account closure or termination under this Section, Customer shall: (x) pay all bills incurred through the effective date of the termination or account closure[; and (y) return any and all documentation and equipment left by Greene IS with Customer]. Termination of this Agreement will not affect any accrued rights or liabilities of either party. Notwithstanding any other provision of this Agreement, upon closure of your account or any Service, you will remain fully liable for all Third Party Apps and Services you are subscribed to, including payment of all remaining service terms. If any such services are being billed through Greene IS at the time of account closure, you will timely provide us with all information needed to facilitate transferring to you all monitoring of such Third-Party Apps and Services and all future payment processing.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Washington, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this Agreement or the Services. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, as adopted by any state or governing body, are expressly excluded from this Agreement.
GREENE IS, ALONG WITH OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPLICIT OR IMPLICIT, GUARANTEES, OR CONDITIONS PERTAINING TO YOUR UTILIZATION OF THE SERVICES. YOU RECOGNIZE THAT USING THE SERVICES IS ENTIRELY AT YOUR OWN RISK, AND WE FURNISH THE SERVICES ON AN “AS IS” BASIS, “WITH ALL FAULTS,” AND “AS AVAILABLE.” THE ENTIRE RESPONSIBILITY FOR USING THE SERVICES RESTS WITH YOU. GREENE IS DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE SERVICES. IN ACCORDANCE WITH THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, WE DISAVOW ANY IMPLICIT WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A SPECIFIC PURPOSE OR MEETING CUSTOMER REQUIREMENTS, WORKMANLIKE EFFORT, AND TITLE OR NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER LOCAL LAW, AND THESE TERMS DO NOT INTEND TO INFRINGE UPON THOSE RIGHTS IF THEY ARE APPLICABLE. IT IS IMPORTANT TO ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT EXEMPT FROM FAULTS, AND OCCASIONAL DOWNTIME MAY OCCUR. WE CANNOT GUARANTEE UNINTERRUPTED, PUNCTUAL, SECURE, OR ERROR-FREE SERVICES OR SERVICES THAT ARE FREE OF HARMFUL CODE, NOR CAN WE ENSURE THAT CONTENT LOSS WILL NOT TRANSPIRE. MOREOVER, WE CANNOT GUARANTEE CONNECTIVITY TO OR TRANSMISSION FROM COMPUTER NETWORKS OR THAT THE SERVICES WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCE, SOFTWARE, EQUIPMENT OR HARDWARE.
In the event that you have a legitimate basis for seeking damages, which includes breaches of the terms of this Agreement, you acknowledge that your sole recourse is to recover direct damages, up to an amount equivalent to your Services fee for the 12-months prior to the loss or breach (or up to $10.00 if the Services are provided free of charge), from Greene IS, its affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors. You are not entitled to seek any other damages or losses, be they direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions remain in effect even if this remedy does not fully compensate you for your losses, falls short of fulfilling its essential purpose, or if we were aware of or should have been aware of the possibility of such damages. To the fullest extent allowed by law, these limitations and exclusions apply to any matters or claims connected with the terms of this Agreement, the Services, or the software associated with the Services, including but not limited to data loss, business interruption, or any economic loss. This limitation of liability applies irrespective of the cause of action, be it in contract, tort, negligence, or any other legal theory, and is enforceable to the fullest extent permitted by applicable laws and regulations.
Greene IS has not been retained, unless specified in a separate written agreement, to provide recommendations concerning the security of any Customer network or system. Any changes made to a Customer network or system may have direct or indirect impacts that are negative to its security. Greene IS cannot possibly anticipate every possible reaction due to such changes. Customer is solely responsible for periodically testing its security to make sure it meets the requirements of its security policy. Under no circumstances does Greene IS guarantee or certify the prior, current or future integrity of the security of any Customer network or system.
Customer will, at its own expense:
a. Provide reasonable access for Greene IS’s personnel to information and the assistance of informed personnel required by Greene IS to carry out the Services hereunder. Customer will cooperate with Greene IS in a professional and courteous manner. Customer will for example reboot servers or monitoring agents upon request of Greene IS; if Customer does not wish to perform such functions, then if necessary Greene IS will come on site and additional fees will apply.
b. Maintain sufficient bandwidth and a high speed Internet connection at the Customer site(s) to support the Services. If this is not maintained, Greene IS will not be obligated to provide the Services and/or may increase fees for the Services to reflect the higher cost of supporting Customer.
c. Maintain Customer’s environment within all device and hardware manufacturer recommendations, including without limitation avoiding electromagnetic interference and other disruptive forces, and providing proper ventilation and appropriate computer system operating temperatures.
d. Acquire and maintain appropriate software licenses. Upon request, Customer will provide Greene IS copies of licenses and related warranties and support contracts.
e. Ensure that all backups are performed and in good working order, unless Greene IS is specifically contracted to provide this Service and has agreed in writing to take primary responsibility for this specific task. In any case Greene IS cannot be responsible for the loss of data or for data integrity for any reason. If Customer has concerns about the performance of its backup systems, Greene IS must be immediately advised in writing.
f. Be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all customer data, information, and materials.
g. Comply with all applicable federal, state, local and foreign laws, rules and regulations in connection with its use of the Services and of its IT systems.
h. Provide all necessary information when requesting technical support. This information includes but is not limited to: (i) name of the end user experiencing issue; (ii) location of end user and computer; (iii) contact information for end user; and (iv) detailed description of the issue.
i. If Services are performed at Customer’s place of business, furnish full and safe access to Customer’s office, network and systems for Greene IS’s personnel. Customer will also provide access cards/keys, adequate parking, internet access, and reasonable work space. Customer shall notify Greene IS of any health or safety hazards that may exist at Customer’s location and provide and/or recommend safety procedures to be followed.
j. Provide any and all passwords necessary for Greene IS’s employees to perform requested tasks. Greene IS may request a unique administrative password for the purpose of providing ongoing maintenance and support of Customer’s network and systems. Customer acknowledges that in approving a unique administrative password to Greene IS and its employees that Customer assumes full responsibility and any liability resulting from that decision, unless due to Greene IS’s willful misconduct or gross negligence.
Customer agrees to indemnify, defend and hold Greene IS and its affiliates, suppliers and licensors harmless from and against any unaffiliated third-party claim or legal action arising from or in connection with: (i) Customer’s use of the Third-Party Apps and Services or Services in violation any local, state, federal or foreign law applicable to Customer’s use of the same or in a way that damages a third-party; or (ii) any Customer Data, including any Customer Data that infringes intellectual property rights.

The party seeking indemnification will promptly notify the other party of the claim and cooperate in defending the claim. The indemnifying party will have the exclusive right to control and direct the investigation, defense (including appeals), negotiations and settlement (if applicable) of the indemnified portion of the claim, except that: (i) it may not make an admission of fault on behalf of the other party without written consent; (ii) any settlement requiring the party seeking indemnification to admit liability, pay money, or take or refrain from taking any action that would be materially detrimental to its overall business and reputation requires prior written consent, not to be unreasonably withheld or delayed; and (iii) the other party may join in the defense with its own counsel at its own expense. The indemnifying party will: (I) retain and pay attorneys, expert witness and court costs as part of its defense obligation; (II) reimburse the other party for reasonable out‐of‐pocket expenses that it incurs in providing assistance; and (III) pay the amount of any resulting adverse final judgment (including any award of attorney’s fees and costs), penalties, sanctions or settlement.
The prevailing party in any action or proceeding to enforce this Agreement, including any efforts to collect amounts due under this Agreement, is entitled to recover from the other party its costs and reasonable attorneys’ and experts’ fees in addition to its damages.
Both parties agree that during the term of this Agreement and for one (1) year after the last date Services are performed under this Agreement, employees, agents, subcontractors or representatives of a party directly involved in the provision of Services under this Agreement will not directly or indirectly solicit for employment or engagement by the other Party, without prior written consent of the first party; except, that nothing in this Agreement prevents either party from engaging in general recruiting directed to the public that do not target the personnel of the other party.
This Agreement, including the Privacy Policy, and any SOWs and non-disclosure agreements, sets forth the entire understanding and agreement between Customer and Greene IS and supersedes and extinguishes all previous agreements, negotiations, proposals, communications, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of this Agreement.. In the event of any inconsistency between this Agreement and any Data Processing Addendum, the Data Processing Addendum controls and governs over this Agreement to the extent necessary to resolve the conflict or inconsistency. Customer will not require Greene IS or its employees to sign, or otherwise enter into, any additional agreements, addendums or other documents not specifically referenced and incorporated in this Agreement nor require Greene IS or its employees to undergo any security or background screening not expressly set forth in this Agreement as a condition of Greene IS performing any Services under this Agreement or any related SOW or change request. Any inconsistent or additional terms of Customer’s purchase order or similar document are excluded regardless of Greene IS accepting the purchase order or other Customer document for payment purposes. In addition, nothing contained in any clickwrap agreement, other document or instrument issued by Customer will in any way modify or add any additional terms or conditions to this Agreement, and any modified or additional terms or conditions are expressly rejected and excluded from this Agreement. Any amendment or other modification of this Agreement, except as permitted under Section 7, must be in writing and signed by an authorized representative of both parties.
a. Subcontractors
Both Greene IS and Customer may engage respective subparties to operate under the terms of this Agreement; provided, however, the engagement of such subparties does not absolve either party from bearing direct responsibility to the other party for the due performance of all its obligations under this Agreement, including payment obligations hereunder.
b. Customer Input
Customer agrees that Company owns and has the right to exploit and include in its products and other services, any suggestions, enhancement requests, feedback or recommendations provided by Customer, its employees, contractors and users to Company without any obligation to Customer. For the avoidance of doubt, You are and will remain the exclusive owner of all, right, title and interest in and to Your Content, including any intellectual property rights relating thereto.
c. Independent Contractors
The parties are independent contractors. Neither party is the legal representative, agent, joint venturer, partner, franchisee, fiduciary, employee, or employer of the other party for any purpose whatsoever. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Greene IS does not undertake to perform any of Customer’s regulatory obligations or assume any responsibility for Customer’s business or operations. Except as explicitly set forth herein, neither party has any right, power, or authority under this Agreement to assume or create any obligation of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect.
d. Survival
Sections concerning the parties’ rights and obligations that by the content of such section operate after termination or that are necessary to enforce any right will survive termination of this Agreement, including, without limitation, the Sections titled “Using Third-Party Apps and Services”, “Payment Terms”, “Canceling the Services and Closing Your Account”, “Privacy”, “Choice of Law and Place to Resolve Disputes”, “Warranties”, “Indemnification”, “Limitation of Liability”, “Service-Specific Terms”, “Customer Security Obligations”, “Customer Duties and Responsibilities”, “No Guarantee”, “Backup Obligations”, “Customer Input”, “Attorneys’ Fees and Costs”, “Entire Agreement” and “General”.
e. Severability
If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the remaining provisions of this Agreement will remain in full force and effect. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
f. Waiver
No waiver of any right under this Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the party to be bound. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
g. Assignment; Successors and Assigns
Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety (including all Schedules and SOWs), without the other party’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then the other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
h. Force Majeure
Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment obligations and obligations under Section 8 (Confidentiality)) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, riots, war, acts of terror, shortage or inability to obtain labor or materials, internet failure, communication line failure or power failures, acts of God, earthquake, fire or other action of the elements, accidents, or governmental action (including the passage of laws or regulations or other acts of government that impact the delivery of the Cloud Services). Neither party will be liable for any losses, injury, delay or damages suffered or incurred by the other party due to the above causes.
i. Third Party Rights
Except for Green IS’s licensors and Suppliers, no third party will be deemed to be an intended or unintended third-party beneficiary of this Agreement and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
j. Interpretation
In the event of a dispute between the parties, this Agreement will not be construed for or against either party but will be interpreted in a manner consistent with the intent of the parties as evidenced by the terms of this Agreement. Unless otherwise specified, “days” means calendar days.
Service-Specific Terms
The terms before and after Section 14 apply generally to all Services. Section 14, however, contains service-specific terms that are in addition to the general terms and apply, in each case, if you have signed up for such specific Service referenced below. These service-specific terms govern in the event of any conflicts with the general terms. AT NO TIME WILL GREENE IS BE RESPONSIBLE FOR PROVIDING ANY OTHER SERVICES NOT IDENTIFIED HEREIN, UNLESS BOTH PARTIES APPROVE THE ADDITIONAL SERVICES IN WRITING.
A. Managed Services
As part of delivering the Services, Greene IS may suggest and help you interact with Third-Party Apps and Services in your managed environment (the “Managed Services”). The terms set forth in this Subsection A govern Managed Services:
 
i. Third-Party Apps and Services Interaction
As part of the Managed Services, and in order to help you obtain the requested services, Greene IS may exchange information with Third-Party Apps and Services, such as [ANY SPECIFIC INFORMATION YOU THINK YOU WILL SHARE? WE DON’T NEED TO LIST IT ALL, BUT IT CERTAINLY HELPS IN THE EVENT OF A CONFLICT] and responses to queries within the Third-Party Apps and Services. Publishers of Third-Party Apps and Services may change or discontinue the functionality or features of their Third-Party Apps and Services or integration with other Third-Party Apps and Services that are part of the Managed Services.
 
ii. Hardware & System Requirements
Greene IS is not responsible or liable for manufacturer provided software or firmware. Everything in the managed environment must be genuine and licensed to you—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. If we require certain minimum hardware or software requirements (“Minimum Requirements”), you agree to implement and maintain those Minimum Requirements as an ongoing requirement of us providing the Services to you.
 
iii. Maintenance & Updates
If patches and other software-related maintenance updates that are produced and distributed by the manufacturers of software and/or hardware devices (“Updates”) are to be provided by Greene IS, the Updates will only be installed if Greene IS has determined, in its reasonable discretion, that the Updates will be compatible with the particular configuration of the System. Greene IS will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer’s or applicable vendor’s instructions.
 
iv. Authorization to Access Your Devices
You authorize Greene IS to access, connect to and manage your devices via remote technologies as required for the Services without first contacting you. These activities may include, but are not limited to: (a) updating or changing software drivers; (b) installing and applying software patches; (c) rebooting devices for support purposes; (d) deleting temporary files and clearing caches; (e) starting or restarting application services; (f) verifying and validating data backup jobs; and (g) accessing and copying data upon Customer’s specific request. Notwithstanding the above, you are responsible for notifying Greene IS in advance of any restrictions on remote access, connections or management activities.
 
v. Prioritization
All Services will be performed on a schedule, and in a prioritized basis, as determined by Greene IS dispatch and triage operating procedures.
 
vi. No Guarantee
Greene IS does not guarantee the restoration of any or all data, systems, or applications in the event of data loss, corruption, or system failure. The Customer understands and accepts that some data may be unrecoverable.
B. Backup Services.
i. Services
Greene IS may provide guidance regarding backup services and facilitate the implementation of such backup services as requested by the Customer and as agreed to by Greene IS (“Backup Services”). The Customer acknowledges that the effectiveness of Backup Services is contingent upon various factors, including the frequency of backups, data retention policies, and the availability and performance of cloud infrastructure.
 
ii. No Warranty/Disclaimer
Although Greene IS will help facilitate backups for Customer, Greene IS does not host backup servers and will not be liable for any failure of backup servers. Greene IS does not warrant that the Backup Services will be provided uninterruptedly or error-free. Customer agrees that it has the sole responsibility for securing and backing up its data. Customer is solely responsible for any claims or issues relating to access, copying and/or deleting end users’ data performed by Greene IS at Customer’s request. GREENE IS IS NOT RESPONSIBLE FOR CUSTOMER’S FAILURE TO MAINTAIN ADEQUATE BACKUPS, NOR FOR THE COST OF RECONSTRUCTING DATA. GREENE IS IS CONSULTING WITH CUSTOMER AND ANALYZING CUSTOMER’S COMPUTER SYSTEM AND MAKING RECOMMENDATIONS BASED UPON ITS MONITORING AND INSPECTION OF CUSTOMER’S SYSTEMS THAT IS LIMITED IN SCOPE. GREENE IS DOES NOT WARRANT THAT AS A RESULT OF THE MONITORING OR LIMITED INSPECTION, IT WILL IDENTIFY ALL OF THE POTENTIAL PROBLEMS OR ISSUES WITH CUSTOMER’S SYSTEMS, NOR DOES GREENE IS WARRANT THAT ITS RECOMMENDATIONS WILL REMEDY ALL PROBLEMS OR ISSUES THAT CUSTOMER MAY ENCOUNTER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GREENE IS AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.