Terms and Conditions (“Terms”)

Last updated: September 11, 2018

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the http://www.greenbits.com website (the “Service”) operated by Green Bits Inc. (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

  1. SERVICES AND SUPPORT

1.1 Green Bits, Inc. (“Green Bits”) provides its retail management and point-of-sale platform (collectively “Services”) to you (“Customer”) pursuant to these Terms of Service (this “Agreement”).  By entering into a Services order form (or other ordering document, engagement letter, or quote referencing this Agreement) (each an “Order Form”) with Green Bits or otherwise registering for, accessing or using the Services, Customer unconditionally accepts and agrees to all of the terms of this Agreement.  By entering into this agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind such entity and its affiliates to the terms of this Agreement, and, accordingly, the terms “Customer” shall refer to such entity and its affiliates. If Customer does not have such authority, or Customer does not agree to all of the terms of this Agreement, Customer may not use the Services.  Subject to the terms of this Agreement, Green Bits shall provide Customer (a) the Services in accordance with the terms and limitations of each Order Form and hereby grants Customer a non-exclusive right to access and use the Services during the Term (defined herein).

1.2 Green Bits reserves the right to change or modify portions of this Agreement at any time.  If Green Bits does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Green Bits will also notify Customer, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer’s continued use of the Services after the date any such changes become effective constitutes acceptance of the new Agreement.

1.3 To the extent, Customer has purchased any hardware pursuant to an applicable Order Form (“Hardware”), Customer agrees and acknowledges that Green Bits’ standard Hardware Warranty and Return Policy (available at https://www.greenbits.com/returns-and-refunds-policy/) applies to Customer’s purchase of such Hardware.

 

  1. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will only use the Services and Hardware as expressly permitted herein and in the applicable Order Form and agrees that it will not: (i) directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software; (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels; (v) use the Services and Hardware at any location other than that set forth in the applicable Order Form; or (vi) modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks, in each case, except to the extent expressly permitted by Green Bits or authorized within the Services.  Customer shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Green Bits’ provision of the Services.

2.2 Customer represents, covenants, and warrants that Customer will use the Services and Hardware only in compliance with (i) all applicable laws and regulations (including, without limitation, those relevant to privacy, spam, intellectual property and the like) and (ii) all applicable social networking sites’ terms and conditions associated with its procurement and use of Customer Content (defined herein).  Although Green Bits has no obligation to monitor Customer’s use of the Services and Hardware, Green Bits may do so and may prohibit any use of the Services (or disable content or data) it believes may be (or alleged to be) in violation of the foregoing or any other term of this Agreement.

2.3 Customer shall be responsible for obtaining and maintaining any other equipment and ancillary services needed to connect to, access or otherwise use the Services and Hardware, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like (collectively, “Equipment”), and to ensure that the Equipment complies with the required specifications outlined in Green Bits’ published documentation.  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business and technology (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Green Bits includes, without limitation, all Software and other non-public information and documentation regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take at least reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2. As between the parties, Customer Content (as defined below) will be owned by Customer. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content.  Customer hereby grants to Green Bits a limited, non-exclusive, worldwide license to use Customer Content solely to provide the Services to Customer. “Customer Content” means any data, information and other material provided or uploaded directly to Green Bits by Customer or Customer’s end-users in the course of receiving or using Services.

3.3  Notwithstanding anything to the contrary, Green Bits shall have the right to collect and analyze data and other information relating to the use and performance of various aspects of the Services and related systems and technologies and Green Bits will be free to (i) use such information and data (during and after the term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Green Bits offerings, and (ii) use and disclose such data in aggregated or de-identified form for marketing purposes and otherwise in connection with its business.

3.4 Green Bits shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services, Hardware or support, and (c) all intellectual property rights related to any of the foregoing.

 

  1. PAYMENT OF FEES

4.1 Unless Green Bits chooses to bill through an invoice, Customer will be required to provide Green Bits (or its payment processor) with information regarding its credit card or other payment instrument.  Customer represents and warrants that such information is true and that it is authorized to use the payment instrument. Customer will promptly update its account information with any changes that may occur.  Customer will pay Green Bits the fees described in the applicable Order Form(s) for the Services and Hardware in accordance with the terms therein (the “Fees”), and Customer hereby authorizes Green Bits to bill its payment instrument on a recurring basis as set forth in such Order Form for such Fees.  If Green Bits chooses to bill through an invoice, full payment for invoices issued in any given month must be received by Green Bits thirty (30) days after the mailing date of the invoice.

4.2  If Customer’s use of the Services exceeds any applicable limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Green Bits, reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term (defined herein) or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Green Bits has billed Customer incorrectly, Customer must contact Green Bits no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Green Bits’ customer support department.

4.3 Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services.

4.4 Customer shall be responsible for all taxes associated with Services and Hardware, other than U.S. taxes based on Green Bits’ net income.

 

  1. TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement shall continue for the initial term specified in the Order Form, and shall automatically renew for successive one (1) year terms (collectively, the “Term”).

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and such breach is not cured during the notice period.  Green Bits may also reasonably suspend Customer’s and/or any users’ access to Services at any time in its reasonable discretion if it possesses a good faith belief that Customer’s use of the Services may be in violation of this Agreement or otherwise place Green Bits (or its customers or other interests) at risk of harm, damage, loss or liability.

5.3 Upon termination, Customer’s right to use the Services shall immediately terminate, all outstanding Fees due for the Services for the entire Services Term shall immediately become due and payable, and each party shall return to the other all Proprietary Information. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, all rights to payment of Fees, confidentiality obligations, warranty disclaimers, and limitations of liability.

Upon termination, Customer has up to ninety (90) days to request removal of its data.  Green Bits will use commercially reasonable efforts to complete all requests within five (5) business days.  After such ninety (90) day period, Green Bits may retain or destroy such data at its discretion.

 

  1. WARRANTY AND DISCLAIMERS

6.1 Green Bits shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall provide support to Customer in accordance with its standard Service Level.  The remedies set forth in such Service Level Agreement shall be Green Bits’ entire liability and Customer’s sole remedy related to the performance of the Services.

6.2 CUSTOMER ACKNOWLEDGES THAT NEITHER GREEN BITS NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GREEN BITS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND HARDWARE ARE PROVIDED “AS IS” AND GREEN BITS AND ITS THIRD-PARTY VENDORS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.3  NOTWITHSTANDING ANYTHING TO THE CONTRARY, GREEN BITS DISCLAIMS ALL WARRANTIES, LIABILITIES, LOSSES AND OTHER ISSUES THAT ARISE FROM USE OF HARDWARE NOT PURCHASED FROM OR EXPRESSLY AUTHORIZED BY GREEN BITS.  GREEN BITS, IN ITS SOLE DISCRETION, MAY PROVIDE SUPPORT FOR SUCH HARDWARE, BUT DOES NOT HAVE ANY OBLIGATION TO DO SO.

 

  1. INDEMNITY

7.1 Green Bits agrees to indemnify, defend, and hold harmless Customer against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party (“Costs”) arising out of a third-party claim (“Claim”) alleging that the Services infringe any third party intellectual property right.  Green Bits, at its sole option, shall have sole control of such defense, provided that Customer is entitled to participate in its own defense at its sole expense.

7.2 Customer agrees to indemnify, defend, and hold harmless Green Bits against any Costs arising out of a Claim based on Customer’s breach of this Agreement or that the Customer Content infringes upon or violates the proprietary or intellectual property rights of any third person.

7.3 Each party’s right to indemnification hereunder shall be conditioned upon such party providing the indemnifying party with (i) prompt written notice upon becoming aware of any Claim subject to indemnification hereunder, and (ii) reasonable cooperation in the defense of or investigation of any Claim subject to indemnification hereunder.

7.4 Notwithstanding the foregoing, Green Bits will have no obligation under this section or otherwise with respect to any infringement claim to the extent based upon (i) breach of this Agreement by Customer, (ii) any combination of the Services with other products, equipment, software, uses or data not supplied by Green Bits, (iii) any modification of the Services by any person other than Green Bits or its authorized agents or contractors or (iv) any activity after Green Bits has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Services.  If Green Bits reasonably believes that all or any portion of the Services, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, Green Bits may, at its option procure, at Green Bits’ expense, for Customer the right to continue using the Services in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non-infringing, or, in the event that neither of the foregoing options are commercially practicable, Green Bits may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused Services.

 

  1. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS, OR CUSTOMER’S BREACH OF SECTION 2.1 OR 2.2, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE SUPPLIERS BE LIABLE with respect to any subject matter relating to this Agreement, under any contract, tort (including negligence), strict liability or other legal or equitable theory, FOR (A) ANY indirect, punitive, incidental, special or consequential damages (including lost profits); (b) any other damages in excess of the total amount paid (and payable) to GREEN BITS in the twelve (12) month period prior TO the date the CLAIM AROSE; (C) FOR ERRORS OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (D) FOR ANY MATTER BEYOND GREEN BITS’ REASONABLE CONTROL.

 

  1. EXPORT CONTROL

Customer may not remove or export from the United States or allow the export or re-export of the Services, Hardware, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  

 

  1. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by either party, except with the other party’s prior written consent. Notwithstanding the foregoing, either party may transfer and assign any of its rights and obligations under this Agreement without consent to a successor to, or acquirer of, all or substantially all of the assets of the business to which this Agreement relates.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Green Bits in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.