Last updated: April 18, 2025
THIS GREENBOARD SUBSCRIPTION AGREEMENT ("GSA") GOVERNS YOUR ACQUISITION AND RIGHTS TO USE OF THE SERVICES (DEFINED HEREIN). BY YOUR USE OF THE SERVICES YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU SHOULD READ THE TERMS OF THIS GSA CAREFULLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THE SERVICES ARE FOR BUSINESS OR GOVERNMENT ENTITIES AND NOT FOR USE BY INDIVIDUAL PERSONS OR CONSUMERS IN THEIR PRIVATE CAPACITY.
You may not access the Services if You are one of Our competitors, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
By use of the Services and by submission of any Order Form, You agree to be bound by the terms of this GSA.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Effective Date" means the date that you are provided login credentials to access and use the Purchased Services.
"Malicious Code" means viruses, worms, robots, spiders, bombs, Trojan horses and any other harmful or malicious code, files, scripts, agents or programs.
"Order Form" means the document used for confirming your order for Services, including addenda and supplements thereto. By submitting an Order Form hereunder You agree to be bound by the terms of this GSA. Order Forms shall be deemed incorporated herein by reference.
"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Services" means the Greenboard services that are ordered by You under a free trial or Order Form and made available by Us online via the customer login link provided by Us and/or other web pages designated by Us, including associated offline components, as described in the User Guide. "Services" do not include Third Party Services.
"Third Party Services" means software, web services, applications, or other services provided by a carrier, service bureau, portal or other third party that are connected to, accessed and used through the Services.
"Transaction" means a lead, an order, a claim or similar type of record.
"User Guide" means the user guide provided for use with the Services, as updated from time to time or any other documentation and/or communication that explains how to use the Purchased Services.
"We", "Our" or "Us" means SSTL Inc d/b/a Greenboard. with its principal place of business at 1460 Broadway, Suite 7028, NY, NY 10036
"You" or "Your" means the company or other legal entity for which you are accepting this GSA, and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You to the Purchased Services.
2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this GSA and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
2.2. Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as subscriptions based on Transaction tiers and options, (ii) you may change your subscription to a higher Transaction tier once in any 12 month period and pay the difference, prorated for the remainder of the subscription term in effect.
Subscriptions are for Your use only and cannot be shared or used by any other person.
3.1. Our Responsibilities. We shall i) provide Our basic call center support for the Purchased Services to You at no additional charge during Monday through Friday, 8 a.m. to 5 p.m., (Eastern Time) excluding national holidays, (ii) use commercially reasonable efforts to make the Purchased Services, if any, for extended hour support available on a 24 hour, 7 days a week basis if extended support is purchased separately, except: (a) during Schedule Maintenance as set forth in attached Service Level Agreement (SLA) for Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday (Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, iii) update the Service to fix defects, provide enhancements, and features which You will accept as part of the Services, and (iv) provide the Purchased Services only in accordance with applicable laws and government regulations
3.2. Our Protection of Your Data. We shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure), or in accordance with Section 6.4, or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
3.3. Your Responsibilities. You shall (i) be responsible for Users compliance with this GSA and all aspects of Your use of the Services (ii) be responsible for the accuracy, quality and legality of Your Data, Your authorization to use Your Data with the Services, the means by which You acquired Your Data, and the accuracy of Third Party Services, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks or (g) breach this GSA or terms of use provided by Third Party Service providers, (h) use the Services in any unlawful manner or activity, or in any manner that could disable, damage, overburden, or impair the Services or their availability, (i) interfere with the proper operation of the Services, attack the Services via a denial of service or other attack, or (j) interfere with any other user of the Services.
3.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, number of Transaction, tracking or rate calculation requests processed. Any such limitations are specified in the Order Form. The Services provide real time information to enable You to monitor Your compliance with such limitations.
4.1. Acquisition of Third Party Services. We may integrate, or make available, Third Party Services from time to time for your convenience or use. Any acquisition by You of such Third Party Services and any exchange of data between You and any Third Party Service provider, is solely between You and the applicable Third Party Services provider. We do not warrant or take any responsibility for Third Party Services, whether or not they are designated by Us as "certified" or otherwise. You are responsible for verifying the accuracy, suitability, continuous operation, and security measures related to Third Party Services.
4.2. Third Party Services and Your Data. If You use or authorize Us to enable Third Party Services for use with Services, You acknowledge and license such providers of third Party Services, and license Us to allow the providers of those Third Party Services to access Your Data as required for the interoperation of such Third Party Services with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from interoperation with Third Party Services. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third Party Services for use with the Services
4.3. Integration with Third Party Services. The Services may contain features designed to interoperate with Third Party Services (e.g., Google, accounting systems, order management systems, Outlook, FedEx FSMS, UPS Web Services, other transportation APIs, etc). To use such features, You may be required to enter into a Third Party Service provider license to obtain permission to access to such Third Party Services. If the provider of any such Third Party Services ceases to make the Third Party Services available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features or any Third Party Services at any time without entitling You to any refund, credit, or other compensation from Us.
5.1. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non cancellable and fees paid are non refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
5.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or bank account information for ACH Debit, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card or bank account information to Us, You authorize Us to charge for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card or ACH debit, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges must be paid in advance and received by Us prior to your use of the Services. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
5.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.
5.5. Payment Disputes. We shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We, or Our licensors, reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services, or create applications or program code using the Services except as authorized by Us in writing, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
6.3. Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, as necessary for Us to provide the Services in accordance with this GSA. Subject to the above, We acquire no ownership right, title or interest from You or Your licensors under this GSA in or to such applications or program code, including any intellectual property rights therein.
6.4. Your Data. By any submission of Your Data to the Service, You hereby license Us to use Your Data in providing the Services to You and any Third Party Services you may select. Subject to the limited rights granted by You hereunder, We acquire ownership in Your Data. You consent to Our transmitting Your Data to Third Party Service providers. You agree that We may collect, use, and share Your Data and related information with third parties, as long as it is grouped with other User data, presented in an aggregate form, and does not personally identify You.
6.5. Suggestions. If You provide Us with any unsolicited suggestions, You hereby grant to Us, and We shall have a royalty free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any such suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services without any royalty due from Us to You.
6.6. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this GSA. The Services are commercial items or services developed or enabled exclusively at private expense, with no federal funding.
7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data Our Confidential Information shall include the Services and Confidential Information of each party shall include the terms and conditions of this GSA and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this GSA, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates employees, contractors and agents who need such access for purposes consistent with this GSA and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this GSA or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8.1. Our Warranties. We warrant that (i) We have validly entered into this GSA with You and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) we will make reasonable efforts to ensure the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iv) if You, or any User, upload a file containing Malicious Code into the Services and You later download that file containing Malicious Code. For any breach of a warranty above, Your sole and exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.
8.2. Your Warranties. You warrant that You have validly entered into this GSA and have the legal power to do so.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8.1 AND 8.2 HEREIN, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE, AND NEITHER PARTY MAKES ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANY THIRD PARTY SERVICES ARE PROVIDED ONLY WITH SUCH WARRANTIES AS THE THIRD PARTY MAY MAKE AVAILABLE TO YOU, IF ANY.
8.4. Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non GA Services will be clearly designated as beta, pilot, limited release, developer preview, non production or by a description of similar import. Non GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non GA Services at any time in Our sole discretion and may never make them generally available.
9.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You provided that You (a) promptly give Us written notice of the Claim Against You (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability) and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for Your continued use of the Services in accordance with this GSA, or (iii) terminate Your User subscriptions for such Services upon 30 days written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
9.2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data infringes or misappropriates the intellectual property rights of any third party, or Your use of the Services harms or violates the rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court approved settlement of, a Claim Against Us provided that We (a) promptly give You written notice of the Claim Against Us (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability) and (c) provide to You all reasonable assistance, at Your expense.
9.3. Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.
10.1. Limitation of Liability. WITH THE EXCEPTION OF SECTION 9 (MUTUAL INDEMNIFICATION) NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS GSA (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $5,000 OR THE AMOUNT PAID BY YOU HEREUNDER FOR THE THEN CURRENT TERM OF THE GSA, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS GSA (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO US AS PROVIDED HEREUNDER DURING THE PRECEDING 12 MONTHS. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES). IN NO EVENT SHALL WE BE RESPONSIBLE FOR DAMAGES ARISING FROM THIRD PARTY SERVICES, INCLUDING BUT NOT LIMITED TO INACCURATE THIRD PARTY DATA, CARRIER RATE MISCALCULATIONS, INCORRECT CARRIER BILLINGS, REGULATORY NON COMPLIANCE, AND SECURITY BREACHES. ANY CAUSE OF ACTION OR CLAIM YOU HAVE ARISING OUT OR RELATING TO THE SERVICES OR THIS GSA MUST BE COMMENCED WITHIN 12 MONTHS AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.1. Term of GSA. This GSA commences on the Effective Date and continues until all User subscriptions granted in accordance with this GSA have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this GSA will terminate at the end of the free trial period.
11.2. Term of Subscriptions. The Order Form shall specify the start date and duration of the Subscription term for Services provided under this Agreement. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non renewal at least thirty (30) days before the end of the relevant subscription term. The subscription pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least ninety (90) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
11.3. Termination for Cause. A party may terminate this GSA for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11.5. Return of Your Data. Upon request by You made within thirty (30) days after the effective date of termination of a Purchased Services subscription, We will make available to You a file of Your Data in comma separated value (.csv) or another format if such is more appropriate. After such 30 day period, We shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
11.6. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this GSA.
12.1. General. You are contracting with Us under this GSA. You should
direct notices to:
Attention: Legal Department
SSTL, Inc.
1460 Broadway, Suite 7028
NY, NY 10036
12.2. Manner of Giving Notice. Except as otherwise specified in this GSA, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
12.3. Agreement to Governing Law and Jurisdiction. This GSA shall be governed by the laws of the State of New York, and all matters arising out of or related to this GSA, and the parties hereby agree to, and irrevocably waive contest to, jurisdiction and venue within the state courts of the State of New York. The parties agree that this GSA is not subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods. No action arising out of this GSA, regardless of form, may be brought more than one (1) year after the claiming party knew or should have known of the cause of action. The Services are offered from within the United States, and are not intended for use by those outside the United States, and We make no representation or claim as to whether the Services or content thereon are appropriate or lawful for any other jurisdiction if You access the Services from outside the united States, You do so on your own initiative and are responsible for compliance with all applicable laws.
12.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this GSA.
13.1. Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied party list. You shall not permit Users to access or use Services in a U.S. embargoed country (e.g., Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
13.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this GSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.
13.3. Relationship of the Parties. The parties are independent contractors. This GSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this GSA.
13.5. Waiver. No failure or delay by either party in exercising any right under this GSA shall constitute a waiver of that right.
13.6. Severability. If any provision of this GSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this GSA shall remain in effect.
13.7. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this GSA following Your breach of Section 5.2 (Invoicing and Payment).
13.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this GSA in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non assigning party's election, termination of this GSA upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this GSA shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.9. Entire Agreement. This GSA, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this GSA shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this GSA and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this GSA, and all such terms or conditions shall be null and void.
Technical Support is available during normal business hours, 9am-5pm EST/EDT for all business days except for:
Technical Support is provided by e-mail at help@greenerp.io
The Service Level Agreement ("SLA") is incorporated into the GSA and applicable to all Purchased Services delivered to Customers. Any capitalized term used in this SLA, which is not defined herein, shall have the meaning as defined in the GSA. Except as expressly set forth in this SLA, nothing in this SLA is intended to expand or otherwise modify the parties' respective rights and obligations as provided under the GSA and the terms and conditions of the GSA shall continue in full force and effect. This SLA does not apply to the availability of Services available during trial periods, or of Third Party Services. The SLA is binding only on Us and does not apply to any third parties.
The issuance of SLA Credits (defined below) is Your sole and exclusive remedy and Our sole and exclusive obligation, for any failure by Us to satisfy the requirements set forth in this SLA.
To claim a credit You shall follow the Approved Procedure set forth below within seven (7) days of the end of the Claimed Outage. The claim will be reviewed by Us, and any credit for Verified Outages ("SLA Credits") shall be issued as provided below.
Claimed Outage means the period (measured in minutes) during which Customer claims a Loss of Service during a Measurement Period as reported using the Approved Procedure.
Excluded Minutes for all users means the periods during which the Purchased Services are not available for the following reasons:
Measurement Period means the relevant Initial Term or Renewal Term.
Qualifying Outage Minutes mean the aggregate of all minutes of a Verified Outage during a Measurement Period, minus any Excluded Minutes in that Measurement Period.
Purchased Services means the Services ordered by You and accepted by Us as provided in the GSA.
Verified Outage means a Claimed Outage for a particular Service that has been verified by Us using Our monitoring logs of accessibility of the Purchased Services.
This means the period of time (in minutes) during any complete calendar month that the Services are able to respond to requests, excluding periods of Scheduled Maintenance and any Excluded Minutes. SA will terminate upon receipt by personnel of one party of actual notice that the Service is not available to receive or respond to requests, and will recommence upon verification by the other party that the Service is available to receive or respond to requests. For clarity, all Excluded Minutes shall count for and be included within SA.
"System Availability Percentage" or "SAP" means System Availability expressed as the following percentage: SAP = (SA 100)/CP; SAP is measured monthly with a monthly/quarterly/annual objective. "CP is "Calendar Period" which is 1 month = 31 days = 43200 minutes, less any Excluded Minutes.
We will use commercially reasonable efforts to ensure that the SAP of Purchased Services will be 99.5%.
For each 30 continuous minute period of Qualifying Outage Minutes for a Service in a Measurement Period, We shall provide a SLA Credit of 5% of the monthly fees for the relevant Service which was subject to the Loss of Service during the Measurement Period up to a maximum SLA Credit of 100% of the monthly fee. Any period of Qualifying Outage Minutes for a Service which is less than 30 continuous minutes shall not be eligible for an award of SLA Credits.
Customer is eligible to receive SLA Credit, subject to the following process:
If you are not current on your payment of fees at the time of the notification of the Claimed Outage, you do not qualify for SLA Credits for such Claimed Outages. In addition, if You have not paid your fees when due for the Purchased Services three or more times in the previous twelve calendar months You do not qualify for SLA Credits.
SLA Credits may be used solely for future payments due for the particular Service or failure of other obligations for which the Service Credits are issued. The SLA Credits may not be sold or transferred to other parties. SLA Credits may not be used until any violations of the GSA are resolved to Our reasonable satisfaction. Any false or duplicative claims for Claimed Outages will incur a one-time charge of $50 per incident for such claims. False or duplicative claims are also a violation of the GSA and may, in Our sole discretion, result in a suspension of Purchased Services. SLA Credits shall expire on the termination or expiration of the GSA.
We will use commercially reasonable efforts to address errors identified in the Services as follows:
All problems with a Severity Level of 1 to 2 will be escalated if a solution or plan of resolution cannot be achieved within the designated notice period described above. Escalations will occur in accordance with the following schedule:
Severity 1 Level Issue
Hours 0 to 4: Support management and engineering personnel are notified and actively
working
the event.
Hour 5: Development management are notified and involved in the problem resolution.
Hour 6: Vice President in charge of operations and engineering are notified and involved
in
the problem resolution.
Hour 8: Executive management team including the CTO is notified and involved in the
problem
resolution.
Severity 2 Level Issue
Hours 0 to 72: Our will work to resolve the problem and will attempt to provide a
solution
within 72 hours after problem identification. If problem identification
has not occurred within this timeframe, the problem will be considered Severity 1 and We
will follow the escalation procedures as outlined in Severity 1.
The Services are an online site or service of SSTL Inc, Inc. We welcome You to the
Services,
its content, and associated pages.
By Your use of the Services and submission of any Order Form, You are affirmatively
consenting for us to communicate electronically, according to the
following terms (or the "Consent"):
1. Categories of Communications
You understand and agree that We may electronically provide You with information about Your subscription or account, including disclosures that may be required by applicable federal or state law (collectively, "Communications"), which may include, but are not limited to, the following:
Communications may be sent to Your e-mail address. Communications may include Your name and information about Your subscription or account, including contact information, consent status, form completion status, etc. Electronic Communications may be disclosed to any party that has access to Your account, or to your e-mail account, including the hardware and software You use to view Your account or e-mail. For example, if You have given someone access to Your e-mail, they will be able to view Communications We send to your e-mail account.
2. Manner of Consent
You understand and agree that by giving Your Consent through the Services You demonstrate that You can access content and information that We may provide to You by posting electronic Communications on the Service, or otherwise electronically.
3. How to Withdraw Consent
You may not establish a subscription unless You provide Consent, and You may not be
eligible
for electronic Communications unless You provide your
Consent. After You register for electronic notices, You may withdraw your Consent by
contacting Us, subject to any applicable GSA provisions for termination:
Attention: Legal Department
SSTL Inc
1460 Broadway, Suite 7028
NY, NY 10036
For other matters, We can be reached via e-mail at info@greenerp.io
4. Hardware and Software Requirements
In order to access the Services and receive Communications, You must have at a minimum:
5. Paper Copies of Communications
At your request, We will send You one free paper copy of the GSA, [the Privacy Policy], this Consent, or other material provided to you electronically. If You would like a paper copy of any of this material please write to Us at the address in Section 3 of this Consent. In Your request, please specify the materials requested.
6. Communications are Considered to be "in Writing"
All Communications that we send to You, including without limitation, the GSA and this Consent, will be considered "in writing," regardless of whether they are in an electronic form or written on paper. Please print or download a copy of this Consent, [the Privacy Policy, the Terms of Use, etc.], your account information, and any other Communication that you consider to be important.
7. Electronic Signatures
You understand and agree that by clicking on the "I Agree", the "Submit," or similar button on the Services, you are affirmatively indicating Your intent to sign and consent to the relevant document or record, and that the act of clicking shall constitute Your signature.