Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Green Vision service. They form a binding agreement between Green Vision ("Green Vision," "we," "us," or "our") and the business that orders or uses the Service ("Customer" or "you").

By signing an Order Form that references these Terms, by clicking to accept them, or by using the Service, you agree to these Terms. If you accept them for a company or other organization, you confirm that you have authority to bind it. The Service is for business use only and is not offered to consumers.

1. Definitions

• "Service" means Green Vision's hosted software for landscaping operations, including the web application, the field app, the customer portal, related integrations, and documentation, as described in the applicable Order Form.
• "Order Form" means an ordering document, proposal, or online order signed or accepted by both parties that references these Terms and states the subscription, fees, and term. If an Order Form names a different contracting entity, governing law, or other specific term, the Order Form controls for that order.
• "Customer Data" means data and content that Customer or its Users submit to the Service, including information about Customer's employees, crews, clients, properties, and transactions.
• "Users" means Customer's employees and contractors whom Customer authorizes to use the Service, and Customer's own clients whom Customer invites to the customer portal ("Portal Users").
• "AI Features" means features of the Service that use artificial intelligence or machine learning to generate suggestions, drafts, summaries, transcriptions, or other output ("AI Output").
• "Third-Party Services" means products and services not provided by Green Vision, such as accounting, payroll, messaging, mapping, or payment services that Customer chooses to connect.

2. The Service

2.1 Access. Subject to these Terms and payment of the applicable fees, we grant Customer a non-exclusive, non-transferable right during the subscription term for its Users to access and use the Service for Customer's internal business purposes, within the scope and limits in the Order Form.

2.2 Users. Customer is responsible for its Users' use of the Service and their compliance with these Terms. Each User must have their own login; credentials may not be shared. Customer controls which Users can access which data through the roles and permissions in the Service.

2.3 Changes to the Service. We continuously improve the Service and may add, change, or remove features. We will not make a change that materially reduces the core functionality or the security of the Service that Customer has paid for during the current subscription term. We will give reasonable advance notice of any material change that requires action by Customer.

2.4 Early-access features. We may offer features identified as early access, preview, or beta. They are provided as-is, may change or be withdrawn, and are not covered by any service commitments, but our confidentiality and data-protection obligations still apply to them.

2.5 Support. We provide reasonable support by email during normal business hours (U.S.) and any additional support described in the Order Form.

3. Customer responsibilities

3.1 Accounts and security. Customer must keep login credentials and devices used for the field app secure, use multi-factor authentication for administrator and other privileged accounts, and promptly notify us of any unauthorized use.

3.2 Lawful use, notices, and consents. Customer is responsible for the accuracy and legality of Customer Data and for having the right to submit it. Customer is responsible for giving the notices and obtaining the consents that the law requires for its use of the Service, including:

• notices to its employees about collection of their personal information, time records, photos, and, if used, voice recordings;
• consent from recipients before sending text messages or automated calls through the Service, honoring opt-outs, and registering its messaging use with carriers where required (for example, A2P 10DLC registration);
• compliance with laws on email marketing, data security, and records retention that apply to Customer's business.

3.3 Customer's business decisions. The Service helps Customer manage estimates, schedules, routes, time, job costs, invoices, and other records. Customer remains responsible for its own business decisions and records, including pay, overtime, and wage-and-hour compliance, tax and payroll filings, employment eligibility verification, safety obligations, pricing, and its contracts with its clients. The Service does not provide legal, tax, accounting, payroll, engineering, or safety advice, and Green Vision is not Customer's payroll provider, payment processor, or employer of record.

3.4 Acceptable use. Customer will not, and will not allow anyone to:

• use the Service in violation of law or the rights of others, or to send spam or unlawful messages;
• upload malicious code or content that is unlawful, infringing, or harmful;
• access or attempt to access another customer's data, or probe, scan, or test the vulnerability of the Service without our written permission;
• interfere with or disrupt the Service or its infrastructure, or exceed reasonable usage limits;
• copy, modify, reverse engineer, or create derivative works of the Service, except as the law expressly permits;
• resell, sublicense, or provide the Service to third parties other than Users, or use it to build a competing product; or
• use AI Features to make solely automated decisions that have legal or similarly significant effects on individuals, such as hiring, firing, or pay decisions, without meaningful human review.

3.5 Portal Users. Customer is responsible for inviting Portal Users, for the information it shares with them through the customer portal, and for its relationship with them.

4. Customer Data

4.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Green Vision a worldwide, non-exclusive license during the term to host, copy, transmit, process, and display Customer Data only as needed to provide, secure, and support the Service, to prevent or address technical or security problems, and as Customer instructs.

4.2 Use limits. We will not sell Customer Data, use it for advertising, or disclose it except as described in these Terms and our Privacy Policy. We may create aggregated and de-identified information from use of the Service that does not identify Customer, its Users, or any individual, and use it to operate and improve the Service.

4.3 Data protection. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, application-level encryption of Social Security and bank account numbers, logical separation of each customer's data, role-based access, audit logging of sensitive actions, and encrypted backups. We process personal information in Customer Data as Customer's service provider, only to provide the Service and as Customer instructs, and we require the same of our subprocessors. On request, we will enter into a data processing addendum consistent with these Terms.

4.4 Security incidents. If we confirm unauthorized access to Customer Data in our systems, we will notify Customer without undue delay, provide the information Customer reasonably needs to meet its own notification obligations, and take reasonable steps to contain and remediate the incident.

4.5 Export and deletion. During the term, Customer can export reports and records from the Service. For 30 days after the end of the subscription, on Customer's request, we will provide an export of Customer Data in a commonly used format, such as CSV. After that period we will delete or de-identify Customer Data within 90 days, except where the law requires us to keep it. Copies in encrypted backups are deleted on our normal backup rotation.

5. AI Features

5.1 Use of Customer Data. When a User uses an AI Feature, we send the relevant Customer Data to our AI model providers to generate AI Output. AI Features use only the data in Customer's own account. Under their commercial terms, our AI model providers do not use Customer Data to train their models, and we do not use Customer Data to train AI models that are made available to other customers.

5.2 AI Output. AI Output is generated automatically, may be inaccurate or incomplete, and is provided for Customer's review. Customer is responsible for reviewing AI Output before relying on or sending it. As between the parties, Customer owns AI Output generated from Customer Data, to the extent it is ownable.

6. Third-Party Services

Customer may choose to connect Third-Party Services, such as accounting software or messaging services. Customer's use of a Third-Party Service is governed by its provider's terms. We exchange data with a Third-Party Service as Customer directs, but we are not responsible for Third-Party Services, and changes to them may affect the related features of the Service.

7. Fees and payment

7.1 Fees. Customer will pay the fees in the Order Form. Unless the Order Form says otherwise, fees are invoiced in advance for each billing period, payable in U.S. dollars within 30 days of the invoice date, and non-refundable except as these Terms expressly provide.

7.2 Late payment and suspension. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate the law allows. If an undisputed amount is more than 30 days overdue, we may suspend the Service after giving at least 10 days' written notice. We will restore access promptly after payment.

7.3 Taxes. Fees do not include taxes. Customer is responsible for sales, use, and similar taxes on its purchases, other than taxes on our income. If we are required to collect a tax, it will appear on the invoice unless Customer provides a valid exemption certificate.

7.4 Disputes. If Customer disputes an invoice in good faith, it must tell us within 30 days of the invoice date, and the parties will work together to resolve the dispute.

7.5 Price changes. We may change fees for a renewal term by giving at least 60 days' notice before the renewal.

8. Term and termination

8.1 Term. These Terms apply until all subscriptions have ended. Each subscription starts and runs for the term in the Order Form. Unless the Order Form says otherwise, subscriptions renew for successive terms equal to the initial term (or one year, if shorter) unless either party gives notice of non-renewal at least 30 days before the end of the current term. We will remind Customer of an upcoming renewal at least 30 days in advance.

8.2 Termination for cause. Either party may terminate a subscription if the other party materially breaches these Terms and does not cure the breach within 30 days after written notice, or if the other party becomes insolvent or the subject of bankruptcy proceedings. If Customer terminates for our breach, we will refund any prepaid fees for the remaining term.

8.3 Suspension. We may suspend access to the Service, in whole or in part, to the extent necessary to prevent harm to the Service, other customers, or third parties, or as required by law. We will give notice when practical, limit the suspension to what is necessary, and restore access when the issue is resolved.

8.4 Effect of termination. When a subscription ends, Customer's right to use the Service ends, Section 4.5 applies to Customer Data, and Customer will pay any fees owed. Sections that by their nature should survive termination will survive, including Sections 4, 7 (for unpaid amounts), 9, 10, 11, 12, and 14.

9. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors, and advisers who need to know it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when the law requires, after giving the other party reasonable notice where legally permitted.

10. Intellectual property and feedback

We and our licensors own the Service, including all software, designs, and documentation, and all improvements to them. No rights are granted except as expressly stated in these Terms. If Customer or its Users give us suggestions or feedback, we may use them without restriction or obligation. We will not publicly identify Customer as a customer without its permission.

11. Warranties and disclaimers

11.1 Our warranty. We warrant that during the subscription term the Service will perform materially as described in its documentation, and we will not materially reduce the overall security of the Service. If the Service does not conform, Customer must notify us, and we will use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, either party may terminate the affected subscription, and we will refund prepaid fees for the remaining term. This is Customer's exclusive remedy for breach of this warranty.

11.2 Mutual warranties. Each party warrants that it has the authority to enter into these Terms and will comply with the laws that apply to its performance under them.

11.3 Disclaimers. Except as expressly stated in these Terms, the Service is provided "as is," and to the fullest extent the law permits, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. Estimates, schedules, routes, weather information, cost calculations, AI Output, and other results of the Service depend on the data Customer provides and on outside sources, and Customer should review them before relying on them.

12. Indemnification

12.1 By Green Vision. We will defend Customer against any third-party claim alleging that the Service, as provided by us, infringes or misappropriates that third party's U.S. intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may modify the Service to be non-infringing, obtain a license, or, if neither is reasonably possible, terminate the affected subscription and refund prepaid fees for the remaining term. We have no obligation for claims arising from Customer Data, Third-Party Services, combinations with items we did not provide, or use in breach of these Terms.

12.2 By Customer. Customer will defend Green Vision against any third-party claim arising from Customer Data, from Customer's or its Users' use of the Service in violation of law or these Terms, or from messages Customer sends through the Service, and pay the damages and costs finally awarded or agreed in settlement.

12.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (but no settlement may impose an obligation or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of liability

13.1 Exclusion of indirect damages. To the fullest extent the law permits, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of their possibility.

13.2 Cap. To the fullest extent the law permits, each party's total liability arising out of or relating to these Terms will not exceed the fees paid and payable by Customer for the Service in the 12 months before the event giving rise to the liability.

13.3 Exceptions. Sections 13.1 and 13.2 do not limit: Customer's obligation to pay fees; either party's indemnification obligations; liability for breach of Section 9 (Confidentiality), excluding claims relating to Customer Data, which are subject to the cap; or liability for fraud, gross negligence, or willful misconduct, or any other liability that cannot be limited under applicable law.

14. General terms

14.1 Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, unless the Order Form specifies otherwise. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction. To the extent the law permits, each party waives any right to a jury trial.

14.2 Notices. We will send notices to the administrator email address on Customer's account or as stated in the Order Form. Customer may send notices to us at info@getgreenvision.com. Notices are effective when received.

14.3 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them, on notice, to a successor in a merger, acquisition, or sale of all or substantially all of its relevant business or assets.

14.4 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, extreme weather, failures of public utilities or the internet, labor disputes, or acts of government.

14.5 Changes to these Terms. We may update these Terms. We will give Customers at least 30 days' notice of material changes by email or in the Service. For a paid subscription, changes take effect at the next renewal unless they are required by law or Customer agrees to them earlier. The version that applies to an Order Form is the version in effect when the Order Form was signed, as updated under this section.

14.6 Order of precedence. If there is a conflict, the Order Form controls over these Terms, and these Terms control over any other policy or documentation. Terms in a Customer purchase order or similar document do not apply.

14.7 Other terms. The parties are independent contractors. These Terms, together with the Order Forms and our Privacy Policy, are the entire agreement on their subject and supersede prior agreements on it. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect. A failure to enforce a provision is not a waiver. There are no third-party beneficiaries. Customer will comply with U.S. export control and sanctions laws in its use of the Service. These Terms may be accepted electronically and signed in counterparts.

15. Contact

Questions about these Terms: info@getgreenvision.com.