(Last updated 1/3/18)
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN SECTION X BELOW. PLEASE READ CAREFULLY.
The Site, Services, and App are provided by GreenPal Co, a Delaware corporation with a principal place of business located at 1312 5th Avenue North, Nashville, Tennessee 37208.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to a “Customer” mean any person or entity who accepts a Provider’s offer of sale of a Provider Service and promises to pay therefor.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to a “Mobile Application” mean any mobile software application designed, developed, and/or made available by us related to the Services and available through the iTunes, Google Play, and any other mobile software application stores.
References to a “Provider Service” mean those lawn care services sole, offered, or otherwise made available by a Provider.
References to a “Provider” mean a seller of services who advertises the same for sale via the Services. For the avoidance of doubt, a Provider may be either an individual or entity.
References to the “Services” mean any and all services offered by us, including but not limited to marketplace services offered via the Mobile Application and/or the Site.
References to the “Site” mean the Web site bearing the URL www.yourgreenpal.com and/or any other Web sites owned and/or operated by us related to the Services.
References to “us,” “we,” “our,” and/or “GreenPal,” mean GreenPal Co.
References to “you,” and/or “User” mean the User of Services, whether as a Provider or Customer, as well as general users of our Site and Mobile Applicable.
1.2. Agreement to be Bound.
SECTION II: GENERAL PROVISIONS
2.1. About Us; GreenPal not Provider or Employer; No Endorsement.
GreenPal acts as a marketplace to allow Users to buy and sell Provider Services. As an online marketplace provider, we do not offer for sale, provide, endorse or promote any Provider and/or Provider Service, and we have no control over the quality, safety, morality or legality of any aspect of any Provider Service listed for sale, the truth or accuracy of the listings, the ability of Providers to provide Provider Services sold, the identity of any Provider or Customer, or the ability of Customers to pay for items purchased. We do not and cannot ensure that a Provider or Customer will actually complete a transaction. If you rely on any of the information provided by or on the Site or the Mobile Application, you do so solely at your own risk. Notwithstanding the forgoing, all Customers and Providers are encouraged to conduct their transactions via the Services for increased security of transactions.
You acknowledge and agree that we do not sell or purchase, offer to sell or purchase, invite to sell or purchase, or make or solicit any offers. IN ALL INSTANCES ALL SALES ARE ADVERTISED, SOLICITED, OFFERED, ACCEPTED, MADE, PROVIDED BY AND OTHERWISE DELIVERED BY VENDORS WITH WHOM A CUSTOMER DIRECTLY CONTRACTS. AT NO TIME WILL A CUSTOMER/SELLER RELATIONSHIP EXIST BETWEEN US. In all instances, any solicitation, invitation, offer, advertisement or communication is void where prohibited by law.
Furthermore, GREENPAL SHALL AT NO TIME BE CONSTRUED AS AN EMPLOYER OF ANY PROVIDER. PROVIDERS ARE INDEPENDENT INDIVIDUALS AND/OR ENTITIES WHO OFFER PROVIDER SERVICES FOR SALE VIA THE SERVICES. THEY ARE NOT EMPLOYEES, JOINT VENTURERS, AFFILIATES, OR AGENTS OF GREENPAL. GreenPal exercises no control or discretion over Providers except for such prohibited activities as may be set forth in this Agreement.
2.2. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information made available on the Site or the Mobile Application or via the Services is not accurate, complete or current. You acknowledge that the Site and the Mobile Application are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You acknowledge further that any reliance on the Site or the Mobile Application or any representation of a Provider or Customer is at your own risk.
2.3. Errors in Site or the Mobile Application.
We do not warrant that any errors in the Site or the Mobile Application will be corrected.
2.5. Modifications and Changes to the Services, Site or the Mobile Application.
We may modify, add to, suspend, or delete any aspect of the Services, Site or the Mobile Application, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.6. Access to Services, Site or the Mobile Application.
Though we try to make the Services, Site and the Mobile Application available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Services, Site or the Mobile Application will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Site or the Mobile Application.
2.7. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Services, Site or the Mobile Application for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account (as defined in Section 3.1) for any reason whatsoever. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting you at the e-mail address provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.
2.8. Prohibited Uses of Services, Site and the Mobile Application.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services, Site or the Mobile Application: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services, Site or the Mobile Application; (c) to violate any international or governmental regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, Site or the Mobile Application; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services, Site or the Mobile Application. We reserve the right to terminate your use of the Services, Site or the Mobile Application for violating any of the prohibited uses or for any other reason in our sole and exclusive decision, without recourse by you.
SECTION III: ACCOUNTS, USE OF THE SERVICES
3.1. Online Accounts.
3.2. Transfer Prohibited.
You agree you shall not sell, trade, or transfer your Account to any other person or entity.
3.3. Account Guidelines.
The Site and the Mobile Application may contain the ability to communicate with other Users on one or more platforms, comments sections, discussion forums, Web sites, landing pages, social media outlets, sales channels, and/or other interactive features, (hereinafter "Interactive Areas,”) in which Users and Third Parties may communicate. For the avoidance of doubt, the definition of an Interactive Area shall include Provider’s Provider Service sales pages and communications between Providers and Customers. By participating in Interactive Areas, you agree and acknowledge that you:
Shall not upload, distribute or otherwise publish to the Site or the Mobile Application any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; and
Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Services, Site or the Mobile Application; and
Shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Services, Site or the Mobile Application and
Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
Shall not post unauthorized commercial communications (such as spam); and
Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
Shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
Shall not interfere with any other User's right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a Third Party; and
Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
Shall not interfere with or disrupt the Services, Site, the Mobile Application, the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, Site, the Mobile Application, and/or the Interactive Areas; and
Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
3.4. Rights in Submissions.
Should you submit, display, publish or otherwise post any content to an Interactive Area, including but not limited to photographs of Provider Services rendered, listings and Terms of Sale (as defined in Section IV) (“Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any third party.
You represent and warrant that you own or have a valid license to publish and use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
3.5. Right to Monitor.
We shall have the right (but not the obligation) to monitor your Account and all activity and communications in an Interactive Area in our sole and exclusive discretion.
3.5. Verification of Users.
All Users wishing to participate in the buying or selling of any Provider Service may be required to verify their identities to our satisfaction. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification) and residence (such as via a current utility bill.) Providers may additionally be required to provide us with tax-withholding information, including but not limited to a W-9 or similar forms if and when applicable. Notwithstanding the forgoing, GreenPal does not bear any responsibility and cannot be held liable for the verification or non-verification of a User’s identity.
4.1. Unauthorized Business.
In addition to the forgoing prohibited uses, our Services may not be used by a Provider to cause us to sell on his, her, or its behalf any of the following Provider Services, (hereinafter “Unauthorized Business:”) (a) sale of adult goods or services; (b) sale of products or services in the following sectors: gambling, securities, insurance, pharmacy, drugs, arms and weapons or other highly-regulated sectors; or (c) for sales of illegal goods or services, which shall include but not be limited to illegal software or illegal downloads such as music, films, or games.
4.2. Liability for Chargebacks; Revocations; Refunds.
Provider shall be solely responsible for refunds, chargebacks, revocations, reversible payments or payments that are fraudulent or otherwise unauthorized, and we shall have the right to collect from Provider any and all fees associated therewith. Any request for refunds by Customers for fees paid to Providers shall be directed to the appropriate Providers. You understand and agree that GreenPal does not, and is under no obligation to, issue refunds for fees paid by Customers to Providers. Notwithstanding the forgoing and for the avoidance of doubt, the ultimate determination as to whether to grant a Customer refund shall rest with GreenPal, without recourse by Provider.
4.3. Compliance with all Terms of Sale.
All sales shall be binding. Provider agrees and acknowledges that he, she or it, and not us, shall be solely responsible for delivery and provision of any and all purchased Provider Services to Customers and that a contract for sale arises at the point where a Customer utilizes the Site or the Mobile Application to purchase a Provider Service. Every sale shall be subject to the laws applicable thereto, but there shall not be implied any right that is not a legal right and that is not set down in these Terms. Providers shall be obligated to ship or otherwise provide the Provider Service ordered or otherwise complete the transaction with the Customer in a prompt manner in accordance with the deadlines set forth in the Provider’s marketing materials, listing description, and “Terms of Sale.” All Terms of Sale and listings shall be subject to the approval of GreenPal and may be removed by GreenPal, without advance notice, for any or no reason whatsoever.
4.4. Provider Warranties; Restrictions.
In addition to the Unauthorized Business and Prohibited Use of the Services, Site and the Mobile Application set forth herein, Provider warrants that any Provider Services sold to Customers (a) are not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any Third Party; (b) have not been identified by the U.S. Consumer Provider Services Safety Commission and any other regulations set forth by the countries of Provider and Customer as hazardous to consumers; (c) are not counterfeit; (d) are provided with all appropriate licenses and in compliance with all rules and regulations regarding the same; (e) are provided under industry-standard insurance policies; and (f) do not offend against the law of any country whose citizens might purchase the Provider Services. Provider warrants further that he, she, or it owns all copyrights, trademarks and other intellectual property related to any Provider Service sold via the Services, or that Provider has the permission of the intellectual property rights holder (a) to place the Provider Service into the stream of commerce; (b) to receive the net proceeds of such sales as arise; and (c) to defend the intellectual property in the Provider Service. Finally, Provider warrants and represents that he, she, or it has all licenses and authorizations required for performance of these Terms. Upon our request, Provider shall provide us with sufficient documentary evidence of such authorization or waiver. We are not obliged to require such documentary evidence, and the fact that we have not requested such documentary evidence shall not be deemed in any way as a statement as to whether or not such authorization or waiver is required.
For the avoidance of doubt, Providers acknowledge that they set or confirm their own prices, provide their own equipment, and determine their own work schedule. GreenPal does not control, and has no right to control, the Provider Services Providers provide (including how the Provider provides such Provider Services) if the Provider is engaged by a Consumer, except as specifically noted herein.
4.5. Listing Description.
By listing a Provider Service for sale, Provider must accurately describe the Provider Service and all terms of sale, including but not limited to cancellation and refund policies. Provider’s listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that Provider Service and must be listed in an appropriate category with appropriate tags. Provider must keep his, her or its calendar of availability up to date at all times. All Terms of Sale and listings shall be subject to the approval of GreenPal and may be removed by GreenPal, without advance notice, for any or no reason whatsoever.
4.6. Ethical Selling Tactics Required.
Providers shall utilize ethical selling tactics when promoting any Provider Service, including refraining from the making of false and/or misleading statements regarding the Provider Service and/or Provider. Providers expressly agree to conduct themselves at all times in an ethical, moral, and lawful manner.
4.7. Compliance with Law.
In addition to the other requirements to comply with laws, regulations, and terms set forth herein, Providers agree to obey any and all local, state, and federal regulations and laws regarding solicitation and product sales.
4.8. Freedom of Promotional Methods.
Notwithstanding the forgoing, Providers shall be free to choose on which social media platforms and through such other mediums and sales channels they promote the Provider Service, including the ability to choose his, her, or its own operation means, methods, locations, and hours.
4.9. Right of Refusal.
Provider may refuse to sell a Provider Service to any User for any or no reason whatsoever so long as such a refusal does not violate federal, state, or local laws or any other rule or regulation.
4.10. Policies, Terms of Sale Required.
4.11. Service Level.
Providers shall be required to maintain a high level of customer satisfaction. In the event Extra Charges (as set forth in Section 5.6) are levied against a Provider twice in any calendar year Provider shall be banned from further use of the Services. In no event shall any fees paid by Provider be returned for any reason whatsoever. We may further hold back any revenues which may become due and owing until any chargeback period has expired, which may be up to one hundred eight (180) days from the date of sale or date of voucher expiration, whichever is later.
SECTION V: SERVICE FEES FOR PROVIDERS
5.1. Free Trial.
Providers wishing to test out our Services may do so via the making free quotes to potential Customers.
5.2. Transaction Fees.
The Site, Services, and Mobile Application are generally free to use; however, all sales made via the Services shall be subject to a per-purchase transaction fee, which shall be expressed as a percentage of the Provider Service purchase price (“Transaction Fee”) and which shall be set forth at all times on the Site and the Mobile Application as well as at the point of sale and/or listing, as applicable. The Transaction Fee for future Provider Service sales shall be subject to change without advance notice in our sole and exclusive discretion.
5.3. Chargebacks; Revocations; Refunds.
If, in a given month, an unreasonable amount of Customer complaints are made about the quality of Provider’s Provider Service, including but not limited to (a) non-performance of Provider Services, (b) sub-par quality of Provider Services, (c) improper description of Provider Service, and/or (e) non-responsive customer support of Provider, we reserve the right to charge an amount of Thirty U.S. Dollars and No/Cents ($30.00) per such incident of Customer complaint related to the Provider Service for the rest of that month, (an “Extra Charge.”) “Unreasonable amount of Customer complaints about the quality of the Provider’s Provider Service” shall mean that in any period of one (1) month more than three (3) Customers complain about the quality of Provider’s Provider Service. We shall, without delay, give notice to Provider of the fact that the conditions for an Extra Charge are fulfilled and that we shall be charging the Extra Charge for the rest of that month, and provide documentation on the fulfillment of the conditions for an Extra Charge to Provider.
5.5. Withholding of Funds.
Where we, in our reasonable opinion, are required to do so by law, we reserve the right to withhold funds for Provider Service sales that we reasonably deem suspicious with regard to money laundering, Unauthorized Business, fraud or other illegal activities or in case of any other chargebacks or revocations.
When you create your Account, you shall have the opportunity to designate a deposit account into which you wish to be paid out. Once funds for the purchase have cleared our payment processor (Stripe), they shall be available for withdraw to your designated deposit account less any fees. Payouts shall not occur automatically and must be initiated by the Provider.
You may view all pending revenues via your Account. Except as required by law, you shall remain solely and exclusively responsible for retaining permanent records of all transactions processed via our Services.
5.7. Responsibility for Accurate Pay Out Information.
You agree to provide current, complete and accurate deposit account information for payout. You agree to promptly update your account and other information, including your address, email address and bank account information, so that we can complete your transactions and contact you as needed.
5.8. Payout Schedule.
5.9. Right to Set-Off; Collection Rights.
We are entitled to set-off any and all claims against amounts payable to Provider. In addition, to the maximum extent provided by law, we may collect any and all obligations due and owing by you to us by deducting them from your pending transactions in the deposit account. Fees shall be assessed at the time of transaction processing and will be deducted from the funds received. Your failure to pay all amounts due and owning shall be deemed an immediate breach of this Agreement for which you will be liable. You further agree to pay all fees and costs, including but not limited to attorneys’ fees and costs, incurred by or on our behalf arising from or related to the collection of any unpaid obligations by you.
To the extent that a Customer obtains a refund through a payment processor (i.e. a chargeback) used by GreenPal rather than through the Provider directly, Provider shall be liable to GreenPal for any fees due to GreenPal for the transaction between Customer and the Provider, as well as any costs, fees, or charges imposed by the payment processor as a resulf of any chargeback or refund ("Refunded Fees"). At GreenPal's discretion, GreenPal may (i) invoice or otherwise charge the Provider for such Refunded Fees; (ii) debit or place a lien on the Provider's account for such Refunded Fees; or (iii) subtract such Refunded Fees from any subsequent fees owed to the Provider in connection with other services.
5.10. Payment of Taxes.
Providers shall be responsible for paying any and all state, local, and federal taxes applicable to any sales of items facilitated by the Services and shall provide taxpayer information to GreenPal, upon our written request. In the event a Provider meets taxation eligibility requirements, GreenPal may provide taxation documents to such Provider.
Transaction Fees shall not be refundable for any reason, including but not limited to inability to provide Provider Services purchased, the failure of a Customer to pay for a Provider Service purchased, refunds made to Customers or chargebacks, dissatisfaction with the Services, or for any other reason whatsoever except for in instances of our material breach of this Agreement.
SECTION VI: TERMS OF SALE FOR CUSTOMERS
6.1. Sale Prices.
The prices and the terms of payment for Provider Services are displayed at all times on the Providers’ listings, including at the point of purchase. In the event a Customer purchases a service package, Customer shall be billed automatically for the same on service frequency selected (e.g. monthly, weekly, bi-weekly) until cancelled by Customer.
Customers may cancel a selected Provider Service package up to twenty-four (24) hours prior to the scheduled rendering of the Provider Service. Cancellations received fewer than twenty-four (24) hours prior to the scheduled rendering of the Provider Service shall be applied to the next service date.
6.3. Payment Method.
Purchases for such Provider Services may be made using a major credit or debit card through our payment processor, Stripe.
6.4. Refunds, Exchanges, Cancellations.
Refunds, cancellations, rescheduling possibilities, and exchanges will be accepted pursuant to the applicable Provider’s Terms of Sale or as may otherwise be required by law or set forth in these Terms. For the avoidance of doubt, all exchanges and rescheduling of Provider Services shall be done directly between the Provider and Customer.
6.5. Compliance with Listing and Provider Policies Customer Responsibility.
From time to time, Providers may set specific expiration dates for Provider Service vouchers, dress codes, fitness-level requirements, or other specific terms of sale. Customer is solely responsible for reviewing such Terms of Sales and complying therewith.
6.6. Review Period.
Customers shall have forty-eight (48) hours after the rendering of any Provider Service to approve or disapprove the same. In the event the quality of the Provider Services is not disapproved during this period, they shall be deemed accepted, and Customer’s payment method on file shall be automatically charged.
SECTION VII: INTELLECTUAL PROPERTY; PRIVACY
7.1. Intellectual Property Rights Not Waived.
Furthermore, all material displayed or transmitted on this Site and the Mobile Application, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (“Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Site or the Mobile Application, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us on this Site and/or the Services for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Site or the Mobile Application without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to email@example.com.
7.2. Feedback to GreenPal.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback to GreenPal, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to GreenPal or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
7.3. Grant of License.
7.4. Confidential Information of Customers.
7.5. Provider Reviews.
Customers may have the opportunity to review Providers and/or Provider Services. To the extent a Customer provides a review, Customer hereby warrants and confirms that such review is based on Customer’s personal experiences with the Provider and/or Provider Service, is truthful and accurate, and contains no false, libelous, or defamatory statements. For the avoidance of doubt, GreenPal takes no responsibility and assumes no liability for any reviews of Providers posted, stored or uploaded by a Customer or any third party, or for any loss or damage thereto, nor is GreenPal liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity a Provider and its potential customers may encounter. As a provider of interactive services, GreenPal is not liable for any statements, representations or reviews provided by Customers.
7.6. IP Notices.
GreenPal disclaims any liability for any third-party content submitted to, or posted on, the Site, Mobile Application, or Services. If You believe that any materials on the Site, Mobile Application, or Services infringe your copyright, trademark, or other intellectual property right, please send a written notification of your claim to GreenPal at the following address:
Attention: IP Notices
1312 5th Ave N Ste 108
Nashville, TN 37208
To provide effective notification, please provide the following information:
SECTION VIII: Third-Party Advertisements, Promotions, and Links
8.1. Third Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third parties on the Site or the Mobile Application. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site or the Mobile Application.
8.2. Use of Third-Party Tools.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site or the Mobile Application is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.
8.3. Third-Party Links.
Certain content, products and Services available via our Site or the Mobile Application may include materials from third parties.
Third-party links on the Services may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party with whom you connect via the services. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION IX: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
9.1. Disclaimer of Warranty; Limitation of Liability.
(A) YOU AGREE THAT USE OF THE SITE AND the Mobile Application IS AT YOUR SOLE RISK. NEITHER US nor our AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE use of the Site or the Mobile Application SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO we MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, SITE or the Mobile Application OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED. GREENPAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING (I) THE USE OR THE RESULTS OF THE USE OF THE SITE, SERVICES, OR MOBILE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR (II) ANY PROVIDER SERVICES LISTED ON THE SITE OR MOBILE APPLICATION AND PURCHASED BY A CUSTOMER FROM ANY PROVIDER.
(C) GREENPAL does not authorize anyone to make any warranties on its behalf, and you should not rely on any warranties made by third parties. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
(D) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE SITE AND the Mobile Application ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF SERVICES, THE SITE or the Mobile Application.
(e) IN NO EVENT SHALL WE, OUR EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, CONTRACTORS, VENDORS, AND/OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND MEMBERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, personal injury or death, property damage, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, SITE or the Mobile Application, ANY INTERACTIONS WITH A CUSTOMER OR PROVIDER, AND/OR ANY PROVIDER SERVICE PURCHASED VIA THE SITE or the Mobile Application.
(f) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY utilizing THE SERVICES, SITE AND MOBNILE APPLICATION YOU ACKNOWLEDGE AND AGREe TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE SERVICES, SITE or the Mobile Application.
(g) GreenPal's LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GreenPal’s SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND VENDORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GREENPAL IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) TEN U.S. DOLLRS AND NO/CENTS ($10.00,) WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.
You agree to defend, indemnify and hold us harmless, as well as our affiliates and vendors and respective directors, officers, EMPLOYEES, and agents, from and against all claims, SUITS, and expenses, including attorneys' fees, arising out of OR RELATED TO (a) YOUR USE OF THE SERVICES, SITE AND/OR the Mobile Application; (B) your noncompliance with or breach of this Agreement; (C) your use of third-Party SERVICES, products, links, advertisements, and/or tools; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (E) the unauthorized use of the SERVICES by any other person using your information; AND (F) YOUR INTERACTION WITH ANY PROVIDER AND/OR CUSTOMER AND USE OR NON-USE OF ANY PROVIDER SERVICES PURCHASED OR OFFERED FOR PURCHASE VIA THE SERVICES.
SECTION X: GOVERNING LAW; ARBITRATION
10.1. Governing Law.
These Terms shall be governed and construed in accordance with the laws of Tennessee without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Rutherford County, Tennessee, and any cause of action that relates to or arises from these Terms, the Services, Site, or the Mobile Application must be filed therein unless subject to the binding arbitration provisions of Section 10.2, infra.
10.2. Arbitration & Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and GreenPal agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section X is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with GreenPal as follows:
10.2.1. Initial Dispute Resolution.
Most disputes can be resolved without resort to litigation. You can reach GreenPal’s support department at firstname.lastname@example.org. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the GreenPal support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
10.2.2. Binding Arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, GreenPal will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, GreenPal will pay the fees invoiced by the arbitrator, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Tennessee, United States of America, and you and GreenPal agree to submit to the personal jurisdiction of any federal or state court in Rutherford County, Tennessee in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
10.2.3. Class Action Waiver.
The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND GREENPAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
10.2.4. Exception: Litigation of Intellectual Property and Small Claims Court Claims.
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
10.2.5. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on GreenPal) written notice of your decision to opt out email@example.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, GreenPal also will not be bound by them.
10.2.6. Changes to This Section.
GreenPal will provide thirty (30) days' notice of any changes to this section by posting on the Site, pushing a notice to users of our Mobile Application, sending you an email to the email address associated with your Account, or otherwise notifying you when you are logged into your Account. Amendments will become effective thirty (30) days after the same.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Services.
10.3. Claims between Providers and Customers.
Notwithstanding the forgoing, for disputes, claims, or controversies arising between Providers and Customers, you agree to work together to amicably resolve the dispute between yourselves. In the event the same cannot be resolved, GreenPal retains the right (but not the obligation) to resolve a claim in its own discretion or through the use of a neutral resolution, mediation, or arbitration process conducted by GreenPal or a neutral third-party mediator or arbitrator selected by GreenPal. Notwithstanding the foregoing, you acknowledge and agree that GreenPal is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.
SECTION XI: MISCELLANEOUS
11.1. Customer Service.
Should you have any questions, comments or concerns regarding the Site, Services, or the Mobile Application, customer service and technical support may be contacted at any time via firstname.lastname@example.org. We strive to return all customer service inquires within forty-eight (48) business hours. We may also be contacted between the hours of 8 a.m. and 5 p.m. Central Time, Monday through Friday at +1 866-798-4485.
11.2. Affiliate Disclosure.
We may have an affiliate relationship with third-parties and affiliates to whose products and/or services we link and promote through the Site and/or the Mobile Application. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.
11.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
11.7. Rights of Third Parties.
These Terms do not give any right to any third party unless explicitly stated herein.
11.8. Relationship of the Parties.
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.10 Electronic Communications.
Except as explicitly stated otherwise, any notices shall be given by postal mail to GreenPal Co., 1312 5th Avenue North, Nashville, Tennessee 37208, and in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three (3) calendar days after the date of mailing.
11.12. Effective Date.