GREENPAL TERMS OF SERVICE FOR USERS

a. Description of Platform

The Platform operates solely as a technology and marketing platform to facilitate independent interactions between Users and Vendors; it provides a self-service lawn care platform for Users looking to connect and receive services from Vendors and interact directly on and off the Platform. The Platform may also include marketing, sales, scheduling and any other services as may be provided or requested. Any information or content that you obtain or receive from us, our employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Platform (“GreenPal Content”), is for informational and scheduling purposes only.

b. Platform Role (Clarified)

For the purpose of clarity, GreenPal explicitly does not:

1. Provide lawn care services or related maintenance directly.
2. Vet, screen, endorse, recommend, assign, or match Vendors.
3. Set prices, service terms, schedules, or perform services.
4. Process payments or handle financial transactions.
5. Collect, remit, or manage sales taxes. Vendors remain solely responsible for all sales tax collection, reporting, and remittance obligations
6. Guarantee quality, legality, reliability, or suitability of services.
7. Mediate, resolve, or arbitrate disputes between Users and Vendors.

c. Vendor Services

You understand and agree that once you enter into an agreement with a Vendor for Vendor to provide its services (“Booking”), you will honor any provisions of the Booking. You may not revise, change or cancel any terms of the Booking except in accordance with Vendor’s written policies and procedures and/or written acceptance/agreement with the Vendor.

1. You are responsible for reviewing the Vendors’ policies regarding Booking cancellations and/or rescheduling.
2. Vendors determine the price for their services. Prices and availability might change at any time, but Bookings will not be affected by such changes.

d. Neutral Platform and Release

1. GreenPal is a neutral platform. We provide tools to help Users and Vendors interact with and receive information from each other. To help you find Vendors who may be suitable for your needs, and enable the maximum choice and diversity of Vendors participating in the Platform, we will provide you with lists and/or profiles of Vendors. These results are based on information that you provide to us, such as your needs, geographical location, and specialty areas. They may also be based on other criteria (including, for example, Vendors’ availability, past selections by and/or ratings of Vendors by you or by other Users, and past experience of Users with Vendors). However, we do not guarantee, neither do we warrant or represent, that the information displayed by a Vendor is accurate or that it belongs to the Vendor who supplied it. You are responsible for selecting and choosing Vendors you want to engage and interact with. GreenPal makes commercially reasonable efforts to ensure that Vendors only participate in the Platform if they hold active licenses required by law to provide the services offered by them.
2. GreenPal explicitly disclaims any classification or status as a "Marketplace Facilitator," "Marketplace Provider," or similar designation under applicable laws. Vendors explicitly retain sole responsibility for all sales tax and regulatory compliance. For the purpose of clarity, GreenPal does not (i) provide, control or manage the services being provided by Vendors, (ii) handle payment processing for the transactions between Vendors and other Users, (iii) charge, collect or receive selling, listing or transaction fees, or (iv) determine pricing for Vendor’s services. In addition, Vendors are completely responsible for any tax collection required for services provided to other Users. GreenPal makes no representations regarding any state-specific sales tax obligations.
3. We do not make any representations or warranties of any kind with respect to any User. All of the Vendors are independent businesses solely responsible for the services they provide to you. You expressly acknowledge and agree that Vendors are independent entities and not GreenPal’s contractors, agents or employees. Any description of a Vendor on the Platform is not an endorsement, certification or guarantee by GreenPal of such Vendor’s locations or services or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Users to evaluate when they make their own decisions about the Vendors whom they select or interact with via the Platform.
4. Users are solely responsible for independently evaluating and determining the suitability of any Vendor and their services including but not limited to verifying Vendors’ credentials, licenses, insurance, reliability, and qualifications. GreenPal is not responsible for any non-performance or breach of any contract entered into between Users (including Vendors) of the Platform. GreenPal cannot and does not guarantee that the concerned User(s) will perform any transaction resulting from your use of the Platform. We have no control over, and cannot guarantee the availability of, any Vendors at any particular time.
5. We are not liable for the acts, breaches or negligence of any User (including Vendors), or for any personal injuries, death, property damage, or other damages or expenses resulting from services provided to Users and/or by Vendors. Any dispute a User has with a Vendor is between the respective User and Vendor, and we will not be a party to that dispute. We are not a party to any engagement with a Vendor, and we are in no way responsible for the acts or omissions of any Vendor thereunder. However, in our sole discretion, if you are unable to resolve a dispute with a Vendor, we may use commercially reasonable efforts to mediate and arrive at a mutually agreed upon resolution.
6. You hereby release GreenPal, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Services provided by a User and requests for refunds based upon disputes.
7. This release will not apply to a claim that GreenPal failed to meet our obligations under these Terms.

e. Consent to Receive Periodic Messages and Communications

As part of the Platform, you may receive emails, SMS texts, push notifications and phone calls from us, as well as from Vendors. By signing up and providing your email and phone number, you agree to receive these communications from us, and as applicable, from Vendors. All notices from GreenPal intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide when you registered for the Platform. You also acknowledge that these communications may be monitored and/or recorded for quality assurance purposes, and you expressly consent to being monitored or recorded. We promise to safeguard these communications and not share them with any other third party except in limited instances clearly outlined in our Privacy Policy. If you do not want to receive such messages, you may opt out or change your preferences in your Account settings page. Opting out may prevent you from receiving certain messages regarding updates, improvements, or offers.

a. License

Subject to your compliance with these Terms, we grant to you a non-exclusive, non-transferable, non-sublicenseable, right to access and make personal use of the Platform. Your Account is exclusively for you only and may not be used by any other business, person or User.

b. Account

You will need to create an account (“Account”) in order to use some or all of the Platform. You agree that you will provide accurate, current and complete information and maintain and promptly update your Account information as necessary to maintain its accuracy. GreenPal reserves the right to suspend or terminate access to and use of the Platform, or any portion thereof, on the basis of missing, inaccurate or incomplete Account information. In certain instances, GreenPal may require proof of identity to create or access an Account, or to access or use the Platform, and you acknowledge and agree that you may be denied access or use of the Platform if you refuse to provide such proof. You may control certain aspects of your Account, messages you receive and how you interact with the Platform by changing the settings in your Account. By accessing the Platform and/or setting up an Account, you consent to having these Terms provided to you in electronic form and that all Terms, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.

1. Users may be subject to a review process before they can register for and during their use of the Platform, which may include but is not limited to identity verification and background checks, using third party services as appropriate (“Background Checks”).

c. Account Responsibility

All activity that occurs when the Platform is accessed through your Account is your responsibility. You will safeguard your user name and password. You must immediately notify GreenPal of any breach of security or unauthorized use of your Account. GreenPal will not be liable for any losses or damages arising from your failure to protect your password or Account information and/or caused by any unauthorized use of your Account.

a. Responsibility for User Content

You are solely responsible for any and all User Content which you submit, make available, or publicize through the Platform. You represent and warrant that all of your User Content is accurate and not misleading and is not in violation of any third-party rights. Prior to submission, you must have obtained all necessary rights and licenses in all elements of your User Content. Other than your personal information, your User Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with your User Content.

b. Permitted User Content

You will not use the Platform to upload, download, display, perform, transmit, or distribute any User Content that is, nor will you engage in any activities that are deceptive, abusive, threatening, tortious, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. You further agree that you will not submit any User Content that contains Prohibited Materials.

c. Accuracy of User Content

Any information or User Content that you obtain or receive through the Platform is for informational, scheduling and fulfillment purposes only. We make no representation as to the completeness, accuracy or correctness of any information within the Platform.

d. Use of User Content

The Platform may provide Users with the ability to send email messages to other Users and non-users and to post messages. You must evaluate, and will bear all risks associated with, the use of or reliance on User Content obtained through the Platform. We are under no obligation to review any User Content (including any messages) posted on or sent through the Platform; we will not pre-screen or actively review User Content but we may refuse or delete any User Content of which we become aware that fails to fulfill the purpose of the Platform, is in breach of these Terms, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you to maintain, store, or license any User Content.

1. You acknowledge and agree that User feedback benefits the Platform, all Users, and the efficiency of the Site and you specifically request that GreenPal post such feedback about Users, including yourself. You further acknowledge and agree that GreenPal will make such content available to other Users, including feedback on a completed service.
2. You acknowledge and agree that you will notify GreenPal of any error or inaccurate statement in your feedback results, including the feedback information, and that if you do not do so, GreenPal may rely on the accuracy of such information. You agree that you shall not attempt to or manipulate or misuse the feedback system, including by:
1. Making attempts to compel another User by threatening to leave negative feedback on such User;
2. Expressing or communicating views and values that are unrelated to the service, such as religious, social commentary, sexual or political views, in the feedback system; or
3. Offering to make a payment or anything of value in return for obtaining feedback without actually offering a service.

e. Rights in Submissions

1. User Content may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. GreenPal does not claim any ownership of the User Content submitted, posted, or displayed through the Platform. You retain any and all ownership rights to the User Content that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any User Content.
2. With respect to any User Content you submit or make available through the Platform (other than personal or Confidential Information), you grant to GreenPal a perpetual, irrevocable, non-terminable, worldwide, royalty-free, non-exclusive, sub-licensable, right and license to use, copy, modify, create derivative works from, display and distribute, via any present or future medium, your User Content in order to provide the Platform. Certain User Content (excluding any personal or Confidential Information) transmitted to certain parts of the Platform, may be posted in public areas on the Platform, including without limitation in a compilation format, and as such will be publicly visible and accessible.

1. You agree to not access or use the Platform for any purposes other than those specifically permitted. You will not use the Platform to engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by us in our sole discretion.
2. You will not: (i) adapt, alter, modify, improve, translate or create derivative works of the Platform; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform; or (iii) provide any third-party access to the Platform. You may not access or use the Platform for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You will not use the Platform to upload, download, display, perform, transmit, or distribute any User Content that is, nor will you engage in any activities that are, infringing, libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or intellectual property rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. GreenPal strictly prohibits any other use of any content available through the Platform, including but not limited to: any downloading, copying or other use of the content or the Platform for purposes competitive to GreenPal or for the benefit of another marketplace, vendor or any third party.
3. In addition, you will not engage in any of the following which are strictly prohibited: (i) copying, distributing, or disclosing any part of the Platform in any medium; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Platform; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to remove, circumvent, disable, damage or otherwise interfere with, security-related features of the Platform, features that prevent or restrict use or copying of any content accessible through the Platform, or features that enforce limitations on use of the Platform; (v) taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Platform; (vii) collecting or harvesting any personally identifiable information, including account names, from the Platform; (viii) using the Platform for any commercial solicitation purposes other than those explicitly permitted; (ix) impersonating another person or otherwise misrepresenting your relationship with a person or entity, stealing or assuming another person’s, conducting fraud, or attempting to hide your true identity; (x) interfering in any way with the proper working of the Platform; (xi) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; (xii) post or respond to the same User repeatedly (“spamming”); (xiii) attempt to circumvent the payments of fees in any way including, but not limited to, making payments outside of the Platform; or, (xiv) imply or state that any statements you make (whether on or off the Platform) are endorsed by GreenPal, without the prior written consent of GreenPal.
4. Furthermore, you may not use the Platform to develop, post, generate, transmit or store information that: (A) infringes any third party’s intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Platform, (D) performs any unsolicited commercial communication not permitted by applicable law; and (E) is harassment or a violation of privacy or threatens other people or groups of people.

a. Other Applications

The Platform may (but we are not required to) enable your access to third party websites and applications (“Other Applications”). We do not control Other Applications. You are solely responsible for your use of the Other Applications, including compliance with all terms, rules and policies with respect to such Other Applications. Under no circumstances will we be liable in any way for Other Applications, including any inability or failure to enable access to Other Applications from the Platform. If you decide to leave the Platform and access Other Applications, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.

b. Content

The Platform may display third-party advertisements, sponsored content, promotional materials, links, integrations, or tools ("Third-Party Content"). GreenPal explicitly disclaims all responsibility and liability related to Third-Party Content, products, services, accuracy, safety, or representations. Users explicitly assume all risks associated with Third-Party Content.

c. No Affiliation or Endorsement

For the purpose of clarity, the presence of Third-Party Content explicitly does not constitute endorsement, sponsorship, affiliation, partnership, or recommendation by GreenPal.

a. Payment Processors

Users explicitly acknowledge and agree:

1. All payments, transactions, refunds, chargebacks, and financial disputes with Vendors are independently processed through third-party Payment Processors, such as Stripe. GreenPal does not provide payment processing services in any way; GreenPal does not handle or process, and has no involvement, control, responsibility or liability in regards to these transactions.
2. Each Vendor independently sets up their own Payment Processor accounts (including Stripe or other payment services) to collect fees due directly from the applicable User. Vendors may set up and use any method of payment acceptable to them. GreenPal explicitly does not dictate methods of payment (Vendor can choose to use any Payment Processor or method it wishes, and may opt, if they wish and as a convenience, to embed their chosen payment method on GreenPal), process payments, hold funds, handle chargebacks, issue refunds, or mediate financial disputes. GreenPal never receives, processes, stores, or has access to Users’ credit card or payment information, and does not have the ability or authority to access Vendor’s payment processor accounts for any reason.
3. They must independently maintain accounts with Payment Processors, complying fully with their terms and policies.
4. They are solely responsible for managing and resolving all financial disputes, refunds, or chargebacks directly with Vendors through their own Payment Processor accounts.
5. GreenPal explicitly disclaims any involvement, responsibility or liability related to refunds, chargebacks, Payment Processor actions, errors, disputes, or financial transactions.

b. Platform Fees

GreenPal reserves the right to charge fees for use of the Platform, and/or charge for premium services that may be offered from time to time. No such charges will be applicable until and unless you specifically agree to such charges and/or sign-up for such additional or premium services.

c. Cancellation and Lateness Policies

Any Booking that you skip, cancel late, or change may result in charges by the applicable Vendor up to 100% of the Fees. If a Booking was not canceled in advance, it may be treated as if it occurred, and all cancellation policies apply. You are responsible for reviewing the cancellation and lateness policies of the specific Vendor you engage.

a. Confidential Information

"Confidential Information" means any and all confidential or proprietary information regarding GreenPal or its businesses which may include without limitation: (a) trade secrets; (b) ideas, samples, media, works of authorship, models, products and services (current, future, and proposed) experimental work, development, design details and specifications, financial information; and (c) all other information that you knew, or reasonably should have known, was the Confidential Information of GreenPal.

b. Non-Disparagement

User agrees to not criticize, defame, be derogatory towards, take any action which could reasonably be expected to harm the reputation or goodwill or GreenPal, or otherwise disparage or denigrate GreenPal, or its business, to any third party, either orally or in writing at any time.

c. Obligations

You agree that at all times and notwithstanding any termination or expiration of this Agreement you will hold in strict confidence and not disclose to any third party any of GreenPal’s Confidential Information, except as approved in writing by GreenPal, and will use the Confidential Information for no purpose other than as contemplated herein. You agrees that GreenPal may suffer irreparable harm if you fail to comply with your obligations set forth herein (including other obligations pertaining to intellectual property rights, and you agree that GreenPal will, in addition to any other remedies available at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof as well as seek specific performance, immediately and without the necessity of posting a bond.

1. GreenPal cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Platform, content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
2. GreenPal’s privacy practices are governed by GreenPal’s Privacy Policy, the most updated copy of which can be found at https://www.yourgreenpal.com/privacy-policy ("Privacy Policy").

1. You agree that, as between GreenPal and yourself, GreenPal shall have sole and exclusive ownership of, and all right, title, and interest in and to the GreenPal name and logos, the Platform, and all modifications and enhancements of the Platform (including ownership of all copyrights and other intellectual property rights), subject only to the rights expressly granted to you under this Agreement. Any other trademarks, service marks, logos, and/or trade names appearing on the Platform are the property of their respective owners. This Agreement does not provide you with title or ownership of the Platform or any part thereof, but only a limited right to use the same solely upon the terms expressly set forth in this Agreement. You understand and agree that you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Platform, GreenPal Content, or User Content other than your own User Content. For the purpose of clarity, nothing provided by GreenPal under this Agreement is to be considered a “work for hire” and GreenPal does not convey, transfer or assign any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights, to you.
2. Feedback. GreenPal may use any reports, comments, ratings, reviews and suggestions in any form regarding the Platform that you provide to GreenPal (collectively, the “Feedback”). You grant GreenPal a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback.

a. By GreenPal

We represent and warrant that: (a) we have the right, power and authority to enter into and to perform pursuant to this Agreement; and (b) the Platform will be provided in a professional and workmanlike manner in accordance with industry standards.

b. By You

You represent and warrant that: (a) you are at least 18 years old and have the right, power and authority to enter into and to perform pursuant to this Agreement, including granting to GreenPal any licenses hereunder for the purposes contemplated herein; (b) none of your User Content contains Prohibited Materials; and (c) you will comply with all applicable federal, state, and local laws and regulations in connection with your use of the Platform.

1. You further represent and warrant that you will comply with GreenPal’s rules, regulations, policies and procedures for access to and use of the Platform. You will respect the privacy and property rights of Vendors.
2. You further represent and warrant that all of your User Content is accurate and not misleading and is not in violation of any third-party rights.

1. We created GreenPal to improve your ability to connect with Vendors, and we want your experience with our Platform to be exceptional. While we work hard to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding the services provided to you by Vendors.
2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FOR THE PURPOSE OF CLARITY, YOU UNDERSTAND AND AGREE THAT GREENPAL DOES NOT ACT AS AN INSURER OR AS YOUR CONTRACTING AGENT. ANY BOOKINGS AND OTHER SERVICES PROVIDED BY A VENDOR IS AN AGREEMENT YOU ENTER INTO WITH SUCH VENDOR AND GREENPAL IS NOT A PARTY TO IT.
3. YOU ACKNOWLEDGE THAT GREENPAL DOES NOT CONTROL THE USER CONTENT OF ANY USERS INCLUDING VENDORS OR ANY OTHER THIRD-PARTY CONTENT, INFORMATION OR MATERIALS INCLUDING ANY OTHER APPLICATIONS. AS SUCH, GREENPAL IS NOT RESPONSIBLE FOR THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF ANY USER CONTENT FOR ANY PURPOSE.
4. GREENPAL EXPLICITLY DISCLAIMS CLASSIFICATION AS A MARKETPLACE FACILITATOR OR MARKETPLACE PROVIDER UNDER APPLICABLE LAWS. VENDORS REMAIN SOLELY RESPONSIBLE FOR DETERMINING, COLLECTING, REPORTING, AND REMITTING ALL SALES AND USE TAXES ASSOCIATED WITH THEIR SERVICES. UNLESS SPECIFICALLY NEGOTIATED AND AGREED UPON IN WRITING, GREENPAL DOES NOT COLLECT OR REMIT SALES TAX ON BEHALF OF ANY VENDOR.
5. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICES ADVERTISED OR OFFERED BY A VENDOR OR ANOTHER USER OR THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE. THOUGH WE ENCOURAGE A RESPECTFUL AND SEAMLESS USER EXPERIENCE FOR ALL USERS OF THE PLATFORM, WE WILL NOT BE HELD RESPONSIBLE FOR THE CONDUCT OF ANY VENDOR OR OTHER USER. YOU ACKNOWLEDGE AND AGREE THAT THE ULTIMATE DECISION TO MAKE USE OF A VENDOR’S SERVICES REMAINS YOURS AND YOURS ALONE. YOU AGREE TO USE CAUTION AND APPLY COMMON SENSE IN ALL INTERACTIONS WITH OTHER VENDORS. YOU UNDERSTAND AND AGREE THAT GREENPAL DOES NOT, AND CANNOT, CONFIRM THAT EACH VENDOR IS WHO HE/SHE/THEY CLAIM TO BE. YOU ASSUME ALL RISKS ASSOCIATED WITH VENDORS WITH WHOM YOU COME INTO CONTACT. IF YOU HAVE ANY DISPUTES OR ISSUES WITH ANY USER YOU AGREE TO PURSUE ANY REMEDIES DIRECTLY WITH THE APPLICABLE VENDOR, AND YOU RELEASE GREENPAL, ITS SUBSIDIARIES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND AGENTS FROM ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND (ACTUAL AND CONSEQUENTIAL AND DIRECT AND INDIRECT) KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE FULLEST EXTENT PERMITTED BY LAW
6. FURTHERMORE, AND WITHOUT LIMITATION, GREENPAL DOES NOT WARRANT THAT: A) INFORMATION ON THE PLATFORM IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; B) THE FUNCTIONS OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR C) THE USE OF THE PLATFORM WILL RESULT IN ANY PARTICULAR RESULTS.
7. You acknowledge and accept that GreenPal does not supervise, direct, control or provide the services that are provided by the Vendors, and agree that GreenPal has no liability for such services provided by the Vendors. Further, GreenPal assumes no responsibility or liability for the safety of any person or property. You agree that GreenPal has made no agreements, representations or warranties other than those expressly set forth herein, and that no future agreement, representation or warranty with regard to the Platform shall be effective unless expressly stated in a written amendment to this Agreement signed by both you and GreenPal.
8. GreenPal reserves the right to change, update, modify, expand or limit the Platform from time to time and makes no guarantees as to the continuous availability of the Platform or of any specific feature(s) or functionality(ies) of the Platform.

1. You acknowledge and agree that GreenPal is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold GreenPal liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorney’s fees and costs (collectively, “Liabilities” ) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User including Vendors (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any Vendor, any service provided by GreenPal, and any loss or deletion of your User Content.
2. UNDER NO CIRCUMSTANCES WILL GREENPAL BE LIABLE FOR, AND YOU HEREBY RELEASE GREENPAL FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY GREENPAL, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. Some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations will be applied to the maximum extent permitted by applicable law.
3. GREENPAL EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS.
4. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT GREENPAL IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF TEN U.S. DOLLARS (USD $10.00) OR THE AMOUNT OF ACCESS FEES ACTUALLY PAID TO GREENPAL BY USER IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
5. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You agree to defend, indemnify and hold harmless GreenPal, and its respective employees, agents, officers, directors, affiliates and representatives from damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any and all third party claims, judgments or proceedings (collectively, “Claims”) arising directly or indirectly out of: (a) your use of the Platform including any acts or omissions taken in reliance on the Platform; (b) your breach of this Agreement; (c) any use of a Vendor’s services that cause injury or damage to property, yourself or a third party; (d) your negligence or misconduct; or (e) any violation of applicable federal, state or local laws or regulations. This indemnification explicitly survives termination or expiration of your Account or use of GreenPal’s Services.

a. Term

This Agreement shall commence on the day you first access the Platform and shall continue in full force and effect for so long as you use the Platform or until terminated by either party.

b. Termination

Either Party may terminate this Agreement at any time. However, you will remain obligated for payments to Vendors for all pre-existing Bookings.

1. If we terminate or suspend your Account, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. When terminating your Account, we may delete the Account and any information in it. You have no ownership rights to your Account.
2. You may terminate this Agreement by completely and permanently ceasing to use the Services. If you attempt to terminate this Agreement while there are still outstanding Bookings, this Agreement shall not terminate until such Bookings have been paid for or otherwise canceled as permitted by the applicable Vendors.

c. Suspension

We may immediately suspend or terminate your access to all or any portion of the Platform if we become aware or reasonably suspect that: (a) your use of the Platform violates applicable local, state, federal, or foreign laws or regulations or any terms of this Agreement, or (b) your continued use of the Platform will disrupt use of the Platform by others, poses a security risk to the Platform, may harm GreenPal or its systems, may subject GreenPal or any third party to liability or if we believe in our reasonable discretion that your use of the Platform is unsuitable in any way. GreenPal may provide you with notice of any such suspension and an opportunity to remedy the issue unless we believe doing so may result in imminent harm.

d. Survival

Provisions of this Agreement that by their nature or terms are intended to survive expiration or termination, will survive including without limitation those relating to payment obligations, indemnity, confidentiality and limitations of liability.

1. We respect the intellectual property of others and ask that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright laws that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of the Accounts of Users of our Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to us by email at support@yourgreenpal.com:
   1. your physical or electronic signature;
   2. identification of the copyrighted work(s) that you claim to have been infringed;
   3. identification of the material on our Platform that you claim is infringing and that you request us to remove;
   4. sufficient information to permit us to locate such material;
   5. your address, telephone number, and e-mail address;
   6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
   7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
2. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
3. Submitting a DMCA Counter-Notification. We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to our designated Copyright Agent that includes all of the following information:
   1. Your physical or electronic signature;
   2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
   3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
   4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which GreenPal may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

a. Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States and the State of Delaware without regard to conflict of law principles. You explicitly agree that any Dispute not subject to binding arbitration under these Terms shall be submitted exclusively to the personal jurisdiction and venue of the state and federal courts located within the State of Delaware.

b. Initial Dispute Resolution

To expedite dispute resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) or the use of the Platform or Services (“Dispute”), you agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one Party to the other. Before initiating arbitration, you explicitly agree to first notify GreenPal’s support team in writing clearly describing the Dispute, your desired resolution, and contact details. Notice must be sent via certified mail to:

If a mutually acceptable resolution is not reached within thirty (30) days, arbitration may explicitly proceed as described herein.

c. Arbitration

You and GreenPal agree that any Disputes will be settled by binding arbitration in Wilmington, Delaware, in the event where informal negotiation did not work, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).

1. Opt-Out. Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide GreenPal with written notice of your desire to do so by email at support@yourgreenpal.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide GreenPal with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth herein. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide GreenPal with an Arbitration Opt-out Notice, will be the state and federal courts located in Wilmington Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide GreenPal with an Arbitration Opt-out Notice, you acknowledge and agree that you and GreenPal are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and GreenPal otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
2. Procedures. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
   1. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The sole arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
   2. The arbitrator, witness, party representative, counsel, expert or staff may participate by video conference where such participant (when participating) can be heard and seen (i.e., Zoom). The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
3. Attorney’s Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. In the event any action is brought to enforce any provision of the Agreement or to declare a breach of the Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
4. Changes. GreenPal explicitly reserves the absolute right to explicitly modify these arbitration terms at any time. Modifications explicitly become effective upon posting. Continued Platform use after modifications explicitly constitutes acceptance of updated arbitration terms.
5. Statute of Limitations. Users explicitly agree all Claims must explicitly be filed within one (1) year after the event giving rise to the claim explicitly occurred. After this one-year period, claims shall be permanently barred.

a. Trademarks

You shall not use GreenPal’s names, symbols, trademarks, or other marks without GreenPal’s written consent.

b. Assignment

You may not assign, delegate or transfer this Agreement or your rights or obligations under this Agreement, without GreenPal’s prior written consent. Any purported assignment or transfer in violation of this paragraph will be void. GreenPal explicitly reserves the absolute right to assign or delegate its rights or obligations without prior notice or consent. This Agreement is binding on, and is for the benefit of, the parties and their respective and permitted successors and assigns.

c. Electronic Communications and Notice

You consent to receive communications from us electronically. You agree that all agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing. All notices to GreenPal must be in writing sent to GreenPal at:

Notices by email explicitly deemed delivered 24 hours after sending; notices by certified mail deemed delivered upon confirmed receipt.

d. Severability

If any provision of this Agreement is held to be invalid, the provision will be construed to the extent enforceable, and the other provisions of this Agreement remain in full force and effect.

e. Changes to These Terms

We may change these Terms and the other documents that are part of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Platform; we may also attempt to notify you in some other way including by email to the email address listed in your Account. Your continued use of the Platform following such posting shall constitute your affirmative acknowledgement of the applicable Agreement document, as amended. Any significant changes to this Agreement will be effective 30 days after posting such notice. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT ANY TERMS OF THIS AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SERVICES.

1. Notwithstanding the above, if GreenPal changes the “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@yourgreenpal.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of GreenPal’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and GreenPal in accordance with the provisions of the “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms)

f. Force Majeure

GreenPal explicitly shall not be responsible or liable for delays, interruptions, errors, failures, or unavailability of the platform or services caused by events or circumstances outside GreenPal’s reasonable control, including but not limited to natural disasters, acts of god, war, terrorism, civil unrest, governmental actions, pandemics, power or network failures, or other similar events.

g. No Third-Party Beneficiaries

These Terms explicitly do not create third-party enforceable rights or benefits.

h. Entire Agreement, Waiver

This Agreement is the entire agreement between GreenPal and you regarding your use of the Platform and supersedes any prior agreements or understandings. No waiver of any provision of this Agreement will be deemed a continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.