Greenflash Terms of Service

a) Subject to the Terms, Greenflash agrees to provide the Services to businesses using Greenflash ("Customers").

b) Greenflash hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Services in accordance with these Terms. No rights are granted to Customer under these Terms except as expressly set forth herein.

c) Customer acknowledges and agrees that Greenflash is permitted to (1) use and integrate Greenflash's and third-party AI models with Customer Data, (2) use and analyze Customer Data to train Greenflash's AI model, and (3) modify customer applications in performing the Services.

a) As between Customer and Greenflash, Greenflash retains ownership of all intellectual property rights related to our platform, algorithms, AI models, suggestions, insights, outputs of the Services, and any intellectual property that is developed by Greenflash's use of the Customer Data to train the Greenflash AI. and insights.

b) As between Greenflash and Customer, Customer owns all right, title and interest in and to Customer Data. Customer hereby grants Greenflash a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to host, copy, use, transfer and process the Customer Data as necessary for Greenflash to provide the Services, to support Customer under these Terms, and improve the Services.

c) Customer may provide suggestions, comments, feedback, improvements requests or other assessments which Customer or its End Users may provide to Greenflash relating to features, functionality or the operation of the Services ("Feedback"). Greenflash will have full discretion to determine whether or not to use the Feedback. Customer hereby grants Greenflash an irrevocable, perpetual, sublicensable, royalty-free license to use, incorporate and otherwise fully exercise and exploit any such Feedback without any obligation to compensate or reimburse Customer for the use of the Feedback.

a) Either party may terminate these Terms at any time, without prior notice. Greenflash may suspend or terminate Services immediately for violations of these Terms.

b) Upon expiration or termination of these Terms, all rights and obligations will immediately terminate except any sections of these Terms that by their nature should survive such termination will survive, including, but not limited to, the sections on Usage Restrictions, Confidentiality, Disclaimer of Warranties, Indemnification, Limitations of Liability, Termination and the General Provisions below.

IN NO EVENT SHALL GREENFLASH OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL OR REPUTATIONAL HARM, LOSS OR INACCURACY OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST OR INACCURATE DATA OR MODIFICATIONS OF THE CUSTOMER APPLICATION OR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF SUCH DAMAGES IN ADVANCE.

GREENFLASH'S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED $500. THIS LIMITATION OF LIABILITY IS EXCLUSIVE AS TO ALL REMEDIES AND THE LIABILITY CAP SHALL NOT BE COMBINED WITH ANY OTHER LIMITS OF LIABILITY SO AS TO INCREASE THE CAP VALUE IN ANY INSTANCE OR SERIES OF INSTANCES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, GREENFLASH'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

a) Initial Dispute Resolution. Customer agrees that before taking any formal legal action under these Terms, Customer shall provide written notice to Greenflash of the specific issue(s) in dispute, including reference to the relevant provision(s) of the Terms which are allegedly being breached. Within thirty (30) days after such notice, representatives of each of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting, in good faith, to resolve the dispute.

b) Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision set forth in Section 11(a), then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties' relationship with each other and/or Customer's use of Services shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator's award shall be in writing and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

c) Arbitration Fees. The party initiating arbitration is responsible for paying the costs of filing, and the arbitrator's fees will be shared equally between the parties. Customer is responsible for its own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

d) Location. Arbitration shall take place in Delaware, or another location mutually agreed to by the parties.

e) Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. CUSTOMER AND GREENFLASH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.