GREENPAL TERMS OF SERVICE FOR LAWN CARE VENDORS

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. Vendor Licenses

Vendors may only participate on the Platform if they hold all active licenses required by law to provide the services offered by them.

c. Platform Role (Clarified).

For the purpose of clarity, GreenPal explicitly does not:

1. Provide lawn care services or related maintenance directly.
2. Process payments or handle financial transactions.
3. Collect, remit, or manage sales taxes. Vendors remain solely responsible for all sales tax collection, reporting, and remittance obligations
4. Mediate, resolve, or arbitrate disputes between Users and Vendors.

d. Independent Contractors

1. Vendors explicitly acknowledge and agree that their relationship with GreenPal is strictly independent. Nothing in these Terms creates or implies an employment, partnership, joint venture, agency, franchise, or fiduciary relationship. Vendors explicitly acknowledge GreenPal does not:
   1. Supervise, control, or direct their methods, means, pricing, scheduling, performance, or equipment.
   2. Set prices, schedules, or terms of service.
   3. Provide equipment, insurance, licensing assistance, or operational oversight.
2. Vendors explicitly agree they are the merchant of record for every service they provide to a User, and are solely responsible for:
1. Obtaining and maintaining all necessary licenses, permits, certifications, and insurance required by law to offer lawn care services.
2. Determining and independently setting pricing, availability, schedules, and terms of service, and handling billing, invoicing, and collections of fees from applicable Users.
3. Complying fully with all applicable laws, regulations, safety standards, and industry practices.
4. Paying all applicable taxes based on their sales of their services to Users.
5. Accurately representing their services, qualifications, pricing, and availability to Users.
6. Providing all applicable customer support (including handling cancellations, refunds, and chargebacks).
7. Independently resolving all customer disputes, complaints, and service-related issues.

e. Neutral Platform and Release.

1. GreenPal is a neutral platform. We provide tools to help Vendors and Users interact with and receive information from each other. To help Users find you, we will provide them with lists and/or profiles of Vendors. These results are based on information provided by Users, such as their 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 Users, and past experience of Users with Vendors).
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. Vendors are solely responsible for evaluating and determining the suitability of any User requesting their services. GreenPal is not responsible for any non-performance or breach of any contract entered into between Users of the Platform. GreenPal cannot and does not guarantee that the concerned User(s) will make payments or perform any transactions resulting from your use of the Platform.
4. We are not liable for the acts, breaches or negligence of any User, or for any personal injuries, death, property damage, or other damages or expenses resulting from services provided to Users. Any dispute a Vendor has with another User is between the respective Vendor and User, and we will not be a party to that dispute. Vendors explicitly acknowledge sole responsibility to independently resolve all disputes, claims, quality concerns, refunds, or financial issues directly with other Users. GreenPal explicitly disclaims all responsibility or liability related to disputes or claims between Users (including between Users and Vendors). We are not a party to any engagement with a User, and we are in no way responsible for the acts or omissions of any User thereunder. However, in our sole discretion, if you are unable to resolve a dispute with a User, we may use commercially reasonable efforts to mediate and arrive at a mutually agreed upon resolution.
5. 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.
6. This release will not apply to a claim that GreenPal failed to meet our obligations under these Terms.

f. 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 Users. By signing up and providing your email and/or phone number, you agree to receive these communications from us, and as applicable, from Users. 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 use of the Platform for your business. Your Account is exclusive to your business and may not be used to promote any other business, person, service or service provider.

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 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 or your authorized Users may be denied access or use of the Platform if you or your authorized Users 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 acknowledge and agree that you are solely responsible for ensuring that any User of your Account understands and is aware of these Terms, and that no person who is not an authorized User be allowed access to the Platform. 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 or your authorized Users’ 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 or your authorized Users 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 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, inflammatory or defamatory feedback, 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 Platform 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 other 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 actions 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 identity, 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 or processing payments outside of the Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner; 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. Fees

GreenPal charges Vendors explicit fees ("Platform Access Fees") exclusively for marketing services and access to GreenPal’s Platform. Other Users do not pay GreenPal; all payments for lawn care services are made independently and directly to Vendors through third-party Payment Processors. Platform Access Fees are clearly disclosed at account registration or when services are posted.

1. GreenPal explicitly reserves the absolute right to change Platform Access Fees charged to Vendors at any time. Such modifications become effective immediately upon posting. Continued use after fee modifications explicitly indicates acceptance of the updated fees.
2. All fees, prices, and other charges charged by you to Users shall be the lowest and most favorable fees, prices, and rates contemporaneously charged by you to any of your customers for services of the same or comparable type and scope. GreenPal may, from time to time, require Vendor to certify that it is in compliance with this Section. For the purpose of clarity, Vendor may offer special one-off discounts or promotions, limited time offers, and/or volume pricing, to any other customer at any time without being in violation of this Section.

b. Payment Processors

Vendors explicitly acknowledge and agree:

1. All payments, transactions, refunds, chargebacks, and financial disputes with Users 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 Users 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.

c. Sales Taxes on Services you provide to Users

Vendors explicitly retain sole and exclusive responsibility for determining, collecting, reporting, and remitting all applicable sales or service taxes related to their services and fully complying with all applicable local, state, and federal regulatory, tax, and compliance requirements. GreenPal explicitly disclaims any involvement, responsibility, or liability regarding tax obligations, compliance, collection, or reporting.

d. Taxes on Services GreenPal provides to Vendors. Completely separate from the sales taxes on the services you provide to users (as provided above), certain jurisdictions may require GreenPal to collect and remit taxes on its own technology access fees, service charges, or other amounts billed to you for your use of the Platform. These taxes may include, for example, sales tax, gross receipts tax, excise tax, or data processing tax (such as in Texas). For the purpose of clarity, such taxes are separate from and in addition to any taxes you may owe on your own transactions with Users. GreenPal will calculate, collect, and remit these taxes when required by applicable law, and the amount charged to you may vary by jurisdiction. Notwithstanding anything herein, and whether or not GreenPal is required to collects such taxes from you, you remain solely responsible for determining, collecting, reporting, and remitting all applicable taxes due on the sales of your services to Users.

e. Independent Financial Records

Vendors explicitly agree to maintain accurate, complete, and legally compliant financial records independently. GreenPal explicitly disclaims responsibility or liability for maintaining, providing, verifying, or retaining these financial records.

a. Confidential Information

"Confidential Information" means any and all confidential or proprietary information regarding the disclosing party 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 the receiving party knew, or reasonably should have known, was the Confidential Information of the disclosing party. “Confidential Information” shall not include information: (a) that was independently developed by the receiving party in a manner not otherwise in violation or breach of this Agreement; (b) that was rightfully known to the receiving party prior to receipt from the disclosing party; or (c) becomes generally available to the public or known to the receiving party by any means, including from a third party, not involving breach of an obligation of confidentiality with respect to such information. For the avoidance of doubt, all of our fees, pricing structures, documentation, code, software, technologies, processes, data, and all other non-public information regarding the Platform is deemed to be Confidential Information of GreenPal.

b. Non-Disparagement

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

c. Obligations

The receiving party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the disclosing party, except as approved in writing by the disclosing party, and will use the Confidential Information of the disclosing party for no purpose other than as contemplated herein. The receiving party will protect the confidentiality of the disclosing party’s Confidential Information with the same degree of care, but no less than reasonable care, as used to protect receiving party’s own confidential information of a similar nature. Each party will limit the distribution and communication of such Confidential Information only to employees or agents of the receiving party or the receiving party’s affiliates with a need to know for the purposes contemplated by this Agreement. If receiving party is required pursuant to a legal proceeding or other legal or regulatory requirement to disclose any Confidential Information, reasonable prior notice will be given to the disclosing party in order to contest or limit such disclosure. Each party agrees that the other party may suffer irreparable harm if a party fails to comply with its obligations set forth herein (including other obligations pertaining to intellectual property rights, and the parties agree that the non-breaching party 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 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 information for improper purposes. You acknowledge that you provide your 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. 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; and (b) none of your User Content contains Prohibited Materials.

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 Users.
2. You further represent and warrant that you will at all times provide your services to Users in a safe and timely manner and in compliance with all applicable federal, state and local laws, rules and regulations, canons of professional ethics, licensing requirements; and shall carry out your duties as to the best of your ability in accordance with the highest applicable professional standards, using your best independent professional judgment. You will provide your services in conformance and compliance with your User Content, the specifications, descriptions and information provided by you through the Platform, and as agreed upon in writing with the applicable User. You will inform Users and GreenPal if you are unable to meet your obligations.
3. 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. You will make no false or misleading representations with regard to the services you provide. You acknowledge and agree that you are solely responsible for the User Content that you post, the services that you provide to Users, and for any loss, damage or other liability that may arise in connection with your use of the Platform.
4. You further represent and warrant that, as applicable, you have and will continue to maintain without interruption any required license or registration required to provide your services; you have and will maintain any and all insurance required to operate your business and provide your services.
5. You agree to inform GreenPal immediately if you discover any breaches of the obligations set forth above and/or if you receive a complaint from any User or third party related to the services you provide per this Agreement.

1. We created GreenPal to enable you to find new customers and schedule your provision of services with them, 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 you provide to Users.
2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE GREENPAL PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PLATFORM 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 SERVICES PROVIDED BY YOU TO A USER IS AN AGREEMENT YOU ENTER INTO WITH SUCH USER AND GREENPAL IS NOT A PARTY TO IT.
3. YOU ACKNOWLEDGE THAT GREENPAL DOES NOT CONTROL THE USER CONTENT OF ANY USERS 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. 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 USER. YOU UNDERSTAND THAT PROVIDING SERVICES AS A VENDOR COMES WITH INHERENT RISK AND YOU AGREE TO USE CAUTION AND APPLY COMMON SENSE IN ALL INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND AND AGREE THAT GREENPAL DOES NOT, AND CANNOT, CONFIRM THAT EACH USER IS WHO HE/SHE/THEY CLAIM TO BE. YOU ASSUME ALL RISKS ASSOCIATED WITH USERS 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 USER, 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 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 without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, death and/or destruction of personal property), any dispute with any User, 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. YOU EXPLICITLY ACKNOWLEDGE AND AGREE THAT GREENPAL IS NOT RESPONSIBLE OR LIABLE FOR ANY BODILY INJURY, PERSONAL INJURY, PROPERTY DAMAGE, DEATH, OR HARM OF ANY KIND SUSTAINED BY YOU OR YOUR PERSONNEL, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS WHILE PERFORMING SERVICES FOR USERS. YOU EXPLICITLY ACCEPT SOLE RESPONSIBILITY AND LIABILITY FOR SECURING ANY WORKERS' COMPENSATION OR RELATED INSURANCE COVERAGE NECESSARY OR ADVISABLE FOR YOUR BUSINESS OPERATIONS. YOU EXPLICITLY RELEASE GREENPAL FROM, AND AGREES TO INDEMNIFY AND HOLD HARMLESS GREENPAL AGAINST, ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS, LOSSES, OR EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM PERSONAL INJURY, BODILY INJURY, DEATH, OR HARM SUSTAINED WHILE PROVIDING SERVICES TO 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 TECHNOLOGY ACCESS FEES ACTUALLY PAID TO GREENPAL BY VENDOR 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.”

1. 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) resulting from any and all third party claims, judgments or proceedings (collectively, “Losses”) arising directly or indirectly out of: (a) your use of the Platform including any acts or omissions taken in reliance on the Platform; (b) the services you perform, or neglect to perform, for Users, including any injury or damage to property, yourself, Users or a third party; (c) your breach of this Agreement; (d) your negligence or misconduct; (e) your violation of any third party’s intellectual property, or other rights; (f) any violation of applicable federal, state or local laws or regulations; (g) claims related to sales tax (or any other applicable taxes) or regulatory compliance; or (h) payment processing activities, refunds, chargebacks, financial disputes, or interactions involving Users or Payment Processors. You have the right to control the investigation, defense and settlement of any such claim, except that you will not enter into any settlement without GreenPal’s prior written approval. GreenPal reserves the right to participate in the defense at its own expense.
2. 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 to fulfill all pre-existing services to Users.

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.

c. Suspension

We may immediately suspend or terminate your access to all or any portion of the Platform at any time for any reason or no reason, and in particular, 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 in good faith believe doing so will 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 arbitration and governing law, payment obligations, confidentiality, disclaimers, indemnification obligations, releases and waivers 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 by emailing us 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. Insurance

Vendors explicitly acknowledge and agree that GreenPal does not require, recommend, verify, monitor, or check Vendor’s insurance coverage. Each Vendor explicitly bears sole responsibility for determining whether, and what type and level of, insurance coverage is necessary or advisable for their business operations. Vendors explicitly acknowledge and accept sole responsibility and liability for all risks or claims arising from their decision regarding insurance coverage, or lack thereof, and explicitly indemnify and hold GreenPal harmless from any claims, damages, liabilities, or costs arising from such decisions.

h. No Third-Party Beneficiaries

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

i. 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.