GREENLIGHT GURU MASTER SUBSCRIPTION AGREEMENT

Updated: March 20, 2024

This Master Services Agreement (the “Agreement’) between you (the “Customer”) and Soladoc, LLC d/b/a Greenlight Guru (“Greenlight Guru”) governs Customer’s use of the Services.

1. Definitions. Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). 

1. 1. “Account” means any account to access the Subscription Services created by Greenlight Guru for the Customer, or by the Customer within the Subscription Services.
   2. “Benchmark Data” means statistics, analytics, system usage and configuration data from and about Customer’s use of the Subscription Services, but which does not (i) identify Customer, Users or Customer’s own customers, and (ii) does not consist of any Customer Data in its raw or native form.
   3. “Customer Data” means any information, text, graphics, photos, or other materials provided, entered, uploaded for use, or created by or with the Subscription Services by Customer or its Users.
   4. “Confidential Information” ” means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary to a party. Confidential Information of Greenlight Guru includes, but is not limited to, the Documentation and Services, including any source code and object code related to the Services. Confidential Information of Customer includes but is not limited to Customer Data. Confidential Information does not include information that (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public, (b) was rightfully in Recipient’s possession prior to disclosure by Discloser, or (c) is developed independently by Recipient without unauthorized use of or reference to any of Discloser’s Confidential Information.
   5. “Discloser” means the party providing Confidential Information to the Recipient.
   6. “Documentation” means the then-current written materials which may be provided via login to Customer’s Account or another Greenlight Guru service from time to time by Greenlight Guru relating to the features, functions and use of the Subscription Services.
   7. “Documented Defect” means a material deviation between the then-current Subscription Services and its Documentation.
   8. “Fees” means the fees charged by Greenlight Guru for the rights granted by Greenlight Guru to Customer for the use of the Services or other fees associated with Order Form.
   9. “Initial Term” means the period of time Greenlight Guru will provide the Services to Customer, as set out in an Order Form, subject to renewal in accordance with Section 11 below.
   10. “Intellectual Property Rights” means all inventions, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
   11. “Materials” means any quality management documents and/or materials produced by Greenlight Guru, which may be included as part of Professional Services. 
   12. “Order Form” means an ordering document for the purchases of Services hereunder that are entered into between Greenlight Guru and Customer.
   13. “Personal Data” means personal information, personal data, or other similar term defined in the applicable data protection laws.
   14. “Professional Services” means professional services provided by Greenlight Guru as set forth in an Order Form.
   15. “Recipient” means the party receiving Confidential Information from the Discloser.
   16. “Services” means, collectively, the Subscription Services and Professional Services.
   17. “Subscription Fees” means the Fees charged by Greenlight Guru for the rights granted by Greenlight Guru to Customer for the use of the Subscription Services. 
   18. “Subscription Services” means the online, web-based medical device success platform software, as updated from time to time, provided by Greenlight Guru.
   19. “Term” means the Initial Term and all Renewal Terms of an Order Form. 
   20. “User” means any individual user authorized by Customer to access and use the Services on behalf of Customer.

2. Grant of Rights to Access and Use Subscription Services.

1. 1. Upon payment of the Subscription Fees, and during the Term, Greenlight Guru hereby grants to Customer a non-exclusive, non-transferable (subject to Section 17(f) below), non-assignable, non-sub-licensable, time limited right to use the Subscription Services.
   2. b.    The Subscription Services are provided by Greenlight Guru and made available to Customer by Greenlight Guru setting up an Account for the Subscription Services and providing Customer with login information. During the Term, Greenlight Guru will make the Subscription Services available to Customer in accordance with the terms and conditions of this Agreement. Greenlight Guru may modify or update the Subscription Services during the Term in its discretion, provided that any modification or update which results in any material degradation to the functionality of the Subscription Service shall occur only upon at least 60 days prior notice to Customer.
   3. Customer agrees to not make the Subscription Services available to any third party except as provided for in this Agreement. Customer is responsible for maintaining and keeping confidential its Account information, including passwords. Customer is responsible for all uses of and activities undertaken with Customer’s Account. Customer will immediately notify Greenlight Guru of any unauthorized use of Customer’s Account of which Customer becomes aware.

3. Professional Services and Materials.

1. Greenlight Guru shall provide to the Customer the Professional Services including, as applicable, Materials specified on the applicable Order Form.  Greenlight Guru shall render to the Customer the Professional Services and Materials in a timely, and professional workman like manner, consistent with industry standards, and in accordance with this Agreement. 
2. Professional Services may include the preparation and delivery of Materials to the extent specified on the applicable Order Form, including, but not limited to quality and regulatory documents which are specifically tailored to Customer’s needs.
3. As used herein, “Work Product” shall include the Materials and all other materials, results, proceeds, and products specifically developed for the Customer in connection with the Professional Services.  For the avoidance of doubt, “Work Product” shall not include inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice by Greenlight Guru which describe, define, analyze, summarize or otherwise relate to the general industry in which the Customer operates, and shall not include any component of Services offered by Greenlight Guru.
4. All Work Product shall be considered “work made for hire” (as such term is defined in 17 U.S.C. §101) and shall be the sole property of the Customer, with the Customer having the right to obtain and hold in its own name all Intellectual Property Rights in and to such Work Product.  To the extent that the Work Product may not be considered “work made for hire,” Greenlight Guru hereby irrevocably assigns and agrees to assign to the Customer, without additional consideration, all right, title and interest in and to all Work Product, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, effective immediately upon the inception, conception, creation or development thereof.

4. Intellectual Property Rights. 

1. As between Greenlight Guru and Customer, Greenlight Guru owns all Intellectual Property Rights associated with the Subscription Services, including all such rights in any software and Documentation provided as part of or in connection therewith. Customer shall preserve intact all applicable Greenlight Guru copyright, patent and/or trademark notices presented in connection with the Subscription Services. Greenlight Guru reserves all Intellectual Property Rights that are not expressly granted to Customer under this Agreement, and Customer will not assert any implied rights in or to any of Greenlight Guru’s Intellectual Property Rights. All Intellectual Property Rights to improvements and enhancements to the Subscription Services shall vest in Greenlight Guru. 
2. Customer authorizes Greenlight Guru to collect and use Benchmark Data, and acknowledges and agrees that notwithstanding any other provision of this Agreement, any such Benchmark Data shall be the sole and exclusive property of Greenlight Guru. 
3. If Customer provides any feedback to Greenlight Guru concerning the functionality and performance of the Subscription Services (including identifying potential errors and improvements), Customer hereby assigns to Greenlight Guru all right, title, and interest in and to the feedback, and Greenlight Guru is free to use the feedback without payment or restriction.
4. Except as expressly authorized by Greenlight Guru in writing, Customer shall not, directly or indirectly: (i) copy, in whole or in part, any portion of the Subscription Services or Documentation, (ii) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the Subscription Services, (iii) use the Subscription Services for time-sharing or service bureau purposes, or remove proprietary notices or labels  (iv rent, lease, lend, distribute, sell, license, sub-license assign or otherwise transfer the Services or create derivative works of the Subscription Services (v) use the Subscription Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights; (vi) use the Subscription Services to store or transmit malicious code; (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Subscription Services or the data contained therein; (viii) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit,  (ix) build a competitive product or service, or (x) build a product or service using similar ideas, features, functions or graphics of the Subscription Services.  Customer may copy manuals or instructions from Greenlight Guru only to the extent necessary for receipt of the Subscription Services in accordance with this Agreement. 

5. Confidentiality.

1. Each party shall hold Confidential Information of the other party in confidence by using the same degree of care that it uses for its own, similar confidential information, but in no event less than reasonable care. Each party may use the Confidential Information solely for purposes of its performance under this Agreement, and may disclose such information to its employees and professional advisors only on a need-to-know basis, provided that such employees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.
2. Either party may disclose Confidential Information as required by court order or otherwise by law, provided that it gives the other party written notice in advance of such disclosure sufficient to permit the other party to seek a protective order and, if so ordered, discloses only the minimum Confidential Information necessary to comply with the order.
3. Each party’s obligations under this section will survive termination of this Agreement and will continue in full force and effect with respect to Confidential Information of the other party for 5 years from the date of disclosure of such Confidential Information.

6. Customer Data. 

1. Customer shall retain ownership of all Customer Data. Customer shall at all times be responsible to ensure that the Customer Data remains in compliance with applicable law, and shall ensure that industry standard cyber security measures are in place in order to keep the Customer Data free from malicious code, including viruses, Trojan horses and other software or code that could cause damage to the Subscription Services. Greenlight Guru will maintain during the Term technical and organizational safeguards designed to prevent the unauthorized use, disclosure and processing of Customer Data. 
2. b.    Customer has all the rights, power and authority necessary to grant the rights granted herein to any Customer Data that it uses in association with the Subscription Services. All Customer Data is the sole responsibility of the Customer. Customer shall comply with Greenlight Guru’s Acceptable Use Policy (https://www.greenlight.guru/acceptable-use-policy) which may be updated by Greenlight Guru from time to time at its sole discretion. Greenlight Guru shall not be responsible in informing the Customer of any updates to the Acceptable Use Policy. Greenlight Guru may not monitor or control the Customer Data posted via the Subscription Services. Under no circumstances will Greenlight Guru be liable in any way for any Customer Data, including, but not limited to, any errors or omissions in any Customer Data, or any loss or damage of any kind incurred as a result of the use of any Customer Data posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere. 
3. Customer hereby authorizes Greenlight Guru and its subcontractors to access Customer’s Account and to use, modify, reproduce, display and disclose Customer Data as necessary to provide the Services and fulfill Greenlight Guru’s obligations under this Agreement, including, without limitation, responding to Customer’s support requests and for purposes of improving the Services. Greenlight Guru  shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Greenlight Guru will be free (during and after the term hereof to the extent allowed by applicable law) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Greenlight Guru offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Any subcontractors Greenlight Guru utilizes will only be given access to the Account and Customer Data to the extent reasonably necessary to provide the Services and will be subject to confidentiality obligations similar to the confidentiality obligations under this Agreement. Greenlight Guru is responsible for its subcontractors’ actions and omissions.
4. d.    All Customer Data entered or uploaded to the Subscription Services will be transmitted via Secure Sockets Layer (“SSL”) using HTTPS. All internal Greenlight Guru service calls and data transfers relating to the Services are similarly encrypted via SSL (or SSH). An appropriate Internet connection is required for proper connection to the Subscription Services. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Subscription Services, including, but not limited to, browser software that supports protocols used by Greenlight Guru, including the SSL/SSH protocols, and to follow procedures for accessing services that support such protocols. Greenlight Guru is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such third-party software or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Greenlight Guru. Greenlight Guru assumes no responsibility for the reliability or performance of any connections as described in this section.
5. Greenlight Guru will process Personal Data in accordance with Greenlight Guru’s Privacy Policy (https://www.greenlight.guru/privacy-policy) which shall be updated from time to time at Greenlight Guru’s sole discretion.  

7. Third Party Use and Rights.

1. Customer may authorize third parties to assist Customer in the management and editing of quality management content arising from its use of the Subscription Services, provided that: (a) such activities are within the scope of the activities Customer is itself authorized to perform under this Agreement, (b) such third party’s acts are primarily for the direct or indirect benefit of Customer, and (c) such third parties are not charged a fee by Customer for such activities. Customer is prohibited from using the Subscription Services as an application software provider, or in any timesharing, service bureau, or other commercial arrangement of any kind that makes the Subscription Services available to third parties primarily for the third party’s own uses. Except as expressly provided in this Agreement, no third party has any rights under this Agreement. Customer is liable for any use of the Subscription Services by third parties using Customer’s Account. 

8. Fees and Invoicing.

1. Payment of Fees shall be made in accordance with the billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, Fees are due net 30 days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to Greenlight Guru and notifying Greenlight Guru of any changes to such information, as well as for payment of any fees or charges associated with Customer’s payment other than those charged by Greenlight Guru ’s or its Affiliates’ bank. Greenlight Guru may in its sole discretion increase the Fees provided that Greenlight Guru notifies the Customer in writing 90 days prior to the expiration of the Initial Term or current Renewal Term, as the case may be. 
2. If payment of any Fees is not received by Greenlight Guru by the due date, then, without limiting Greenlight Guru's other rights or remedies, (a) the Fees may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) suspend the Customer’s access to the Services until the Fees are paid in full.
3. The Fees do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to the Services. When Greenlight Guru has the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties will be invoiced to Customer and Customer will pay such amount unless Customer provides Greenlight Guru with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments by Customer for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Greenlight Guru will be Customer's sole responsibility. Customer will provide Greenlight Guru with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Greenlight Guru to establish that such taxes have been paid.
4. Customer agrees the Fees and any subsequent payments to Greenlight Guru are not contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Greenlight Guru regarding future functionality or features. No refunds or credits will be made if Customer does not use part of the Services already paid, or wishes to stop using the Services during the Term. 
5. For Subscription Services that are subject to usage limits, as described in the service capacity or similar section in the applicable Order Form, such Subscription Services may not be accessed in a way that exceeds the specified contractual usage limits. If Customer exceeds a contractual usage limit, the parties will execute an amendment to the Order Form for additional quantities and/or pay any invoice for excess usage in accordance with the additional usage fees set forth in the applicable Order Form. Additional quantities of the Subscription Services may be added during a Term and in accordance with the additional usage fees as specified in the Order Form, prorated for the portion of that Term remaining at the time the additional quantities are added. Any added quantities will terminate on the same date as the underlying subscriptions. Except as otherwise specified in this Agreement or any applicable Order Form: (a) Fees are based on Subscription Services purchased and not actual usage; (b) payment obligations are non-cancellable, and Fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Subscription Term.
6. If Customer has a good faith dispute in an invoice, Customer must contact Greenlight Guru no later than 30 days after Customer’s receipt of the disputed invoice. Once Greenlight Guru receives notification of the disputed invoice, Greenlight Guru will review the disputed invoice and if Greenlight Guru determines, at its sole discretion, that an error was made, Customer will receive an adjustment or credit. Disputes or inquiries must be directed to Greenlight Guru at invoicing@greenlight.guru.

9. Support and Availability.

1. Greenlight Guru customer support representatives are available to provide technical support to Customer between 8:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday, with the exception of U.S. National Holidays ("Support Hours").   Customer may submit support cases through the Greenlight Guru platform at any time and Greenlight Guru customer support will respond as soon as possible during Support Hours.
2. Greenlight Guru may perform routine maintenance on the Subscription Services in its sole discretion for up to 2 hours per week. Such maintenance may result in the Subscription Services being down or otherwise unavailable. Greenlight Guru will provide no less than 24 hours prior notice of such scheduled maintenance to Customer via email and/or by posting notification to the log-in portal of Customer’s Account. Such unavailability will not be counted against any availability targets.
3. In the event that Customer has subscribed for a “Core - Pro” plan (or any higher or comparable subscription plan offered by Greenlight Guru), the Service Level Agreement (https://www.greenlight.guru/service-level-agreement) shall apply to the Subscription Services, insofar as Customer remains subscribed to the “Core - Pro” plan throughout the Subscription Term set forth in the applicable Order Form and is up to date in its payment obligations.

10. Term and Termination. 

1. This Agreement will become effective as of the date the parties execute an Order Form that references this Agreement, and unless terminated earlier as provided in this Agreement, will continue in effect until such time that there is no active Order Form for 90 days.
2. The term for each Order Form shall be in effect for the term specified in the Order Form; provided, that if no such term is indicated in the Order Form, the Initial Term shall be for two years. The term of each Order Form will automatically renew for successive periods equal to the length of the Initial Term (each, a “Renewal Term”) unless a party provides the other party written notice of non-renewal at least 60 days prior to the expiration of the then-existing term.
3. For the avoidance of doubt, the parties agree that neither party shall have the right to terminate this Agreement or an Order Form for convenience. Either party may terminate this Agreement if the other party is in material breach of its undertakings under this Agreement and the other party fails to remedy such breach within a period of 30 days from receipt of written notice requiring such remedy.
4. Either party may terminate this Agreement immediately by providing written notice of a petition in voluntary or involuntary bankruptcy is filed by or against the other party under any chapter of the United States bankruptcy laws and not bonded or discharged within 30 days of the date a receiver or trustee is appointed or if the other party makes an assignment for the benefit of creditors.
5. Upon termination or expiration of this Agreement, all rights granted the Customer to access and use the Services will likewise terminate, and any amounts owed by Customer hereunder shall be paid within 5 days of the effective date of such termination or expiration. Each party shall also: promptly return to the other party, or certify the destruction of: (i) all Confidential Information; and, (ii) any other data, programs, and materials delivered by a party for purposes of performing this Agreement. Notwithstanding the foregoing, in the event Greenlight Guru terminates the Agreement due to causes arising from Section 10(b) above, Greenlight Guru may in its sole discretion agree to return or destroy all Confidential Information of the Customer including any other data, programs, materials delivered by a party at a separate fee to be mutually agreed by the parties.
6. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement. Without limiting the foregoing, Sections “Definitions”, “Intellectual Property Rights”, “Confidentiality”, “Customer Data”, “Fees and Invoicing”, “Indemnification”, “Limitation of Liability”, “General Provisions”, and all other terms of this Agreement which by their nature are intended to survive will survive the expiration or termination of this Agreement.

11. Warranties; Disclaimer.

1. Each party represents and warrants to the other party that it is a business organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets. 
2. Where applicable, each party represents and warrants to that is shall comply with all applicable laws in relation to any and all Personal Data that it accesses, collects or uses in connection with the Subscription Services and this Agreement. 
3. Greenlight Guru shall use commercially reasonable efforts to perform the Subscription Services in accordance with the terms of this Agreement. Greenlight Guru (defined in this section as Greenlight Guru’s parent, affiliates, subsidiaries and their respective officers, directors and employees) makes no other warranty, express or implied, as to the Services, the associated Documentation or any other services provided by Greenlight Guru to Customer. 
4. The Customer represents and warrants to Greenlight Guru that the Customer’s data does not and will not infringe, misappropriate or otherwise violate any third party rights (including any intellectual property rights). 
5. To the maximum extent permitted by applicable law and except as expressly provided in this Agreement, the Services are provided “as is”, “as they are presented” and “as available”, with all faults and without warranty of any kind. Except as expressly provided in this Agreement, Greenlight Guru makes no warranties or representations to Customer with respect to the Services, or otherwise in connection with this Agreement, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty or condition of merchantability, and the implied warranty or condition of fitness for a particular purpose including non-infringement, are expressly excluded and disclaimed.
6. In no event will Greenlight Guru, or its suppliers or licensors, be liable for any deficiency or failure in the quality or regulatory functions of any Customer, any failure by the Customer or any such User or Administrator to obtain the approval of any regulatory or governmental agency, or liability arising from the products manufactured or distributed by Customer, unless caused by the gross negligence or willful misconduct of Greenlight Guru.

12. Indemnification. 

1. Greenlight Guru will defend Customer from and against any and all third party claims and will pay any costs, losses or damages that are finally awarded against Customer (including reasonable attorneys’ fees) or paid in settlement to the extent arising out of any claimed infringement or misappropriation by the Services of any third party Intellectual Property Right. The foregoing indemnification obligation is conditioned on the following:  (i) Customer notifies Greenlight Guru in writing within 30 calendar days of its receipt of written notice of the claim, (ii) Greenlight Guru has sole control of the defense and settlement of the claim but may in its discretion allow the Customer to participate in the defense thereof at the Customer’s own expense, and (iii) Customer provides Greenlight Guru with all reasonable assistance, information, and authority necessary to perform Greenlight Guru’s obligations under this paragraph.  
2. Notwithstanding the foregoing, Greenlight Guru will have no liability for any claim of infringement or misappropriation: (i) that is based on the combination, operation, or use of the Services with materials (e.g., software, hardware or content) or services not furnished by Greenlight Guru;  (ii) that is based on any modification of the Services by Customer, by any third party, or by Greenlight Guru at Customer’s direction; (iii) Customer’s continued use of the Services after being notified that the Services may be infringing; (iv) Customer’s use of the Services in any manner not permitted by this Agreement; or (v) Customer’s failure to use any updates, modifications, corrections, bug-fixes, or enhancements to the Services made available by Greenlight Guru.
3. In the event the Services are held or are believed by Greenlight Guru to infringe or misappropriate any Intellectual Property Right of a third party, Greenlight Guru will have the option, at its expense, to (i) replace the Services with an non-infringing equivalent, (ii) modify the Services to be non-infringing, (iii) obtain for Customer a license to continue using the Services, or (iv) refund any fees which have been pre-paid by Customer for the infringing Services, and require that Customer discontinue its use. The foregoing remedies constitute Customer’s sole and exclusive remedies and Greenlight Guru’s entire liability with respect to infringement of Intellectual Property Rights.
4. Customer will defend Greenlight Guru from and against any and all third party claims and will pay any costs, losses or damages that are finally awarded against Greenlight Guru (including reasonable attorneys’ fees) or paid in settlement to the extent arising out of y) any claimed infringement or misappropriation by the Customer Data of any third party Intellectual Property Right or z) any claim or action that arises from any Customer Data used in association with the Subscription Services; provided that (i) Greenlight Guru notifies Customer in writing within 30 calendar days of its receipt of written notice of the claim, (ii) Customer has sole control of the defense and settlement of the claim, and (iii) Greenlight Guru provides Customer with all reasonable assistance, information, and authority necessary to perform Customer’s obligations under this paragraph. 

13. LIMITATION OF LIABILITY.

Greenlight Guru and its parent, affiliates, subsidiaries and their respective officers, directors and employees shall not be liable to Customer or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to this Agreement under any legal theory, including but not limited to lost profits, business interruption or infringement, or cost of substitute software, whether incurred by Customer internally or in connection with any third party. Except with respect to intellectual property indemnification obligation under this Agreement Greenlight Guru’s aggregate liability under this Agreement shall not exceed the amount of the Subscription Fee paid or payable by Customer for use of the Subscription Services under this Agreement during the 6 month period immediately preceding the claim giving rise to such liability. The limitation provisions of this section shall be applicable to any claim filed by Customer arising out of or relating to any separately licensed software that may be used with the Services. 

14. General Provisions. 

1. Governing Law. This Agreement will be governed in all respects by the laws of the State of Indiana as they apply to agreements entered into, without regard to conflict of law provisions. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 
2. Export Laws. Without limiting any obligations otherwise set forth in this Agreement, each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
3. No Third Party Beneficiaries. Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.
4. Relationship of the Parties. The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.
5. Force Majeure. Neither party will be responsible for delays or failures in performance resulting from acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable. In the event any failure to perform because of a force majeure event remains uncured for a period of 14 days, the other party may terminate this Agreement, without liability, by providing written notice to the other party.
6. Assignment. This Agreement is not assignable, transferable or sublicensable by the Customer without the prior written consent of Greenlight Guru, which shall not be unreasonably withheld. Notwithstanding the foregoing, Customer  may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary or to a successor, whether by way of merger, sale of all or substantially all of its assets or business or otherwise without the prior written consent of Greenlight Guru, provided that the acquiring entity shall assume all liabilities, responsibilities and obligations of the Customer. Any other assignment or attempted assignment shall be void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
7. Dispute Resolution. 
   1. Court Proceedings. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Marion County, Indiana. Both parties agree to submit to the personal jurisdiction of the courts located within Marion County, Indiana for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.
   2. Informal Preliminary Dispute Resolution. Each party agrees that any dispute between the parties relating to this Agreement will first be submitted in writing to a panel of two senior executives each party, who will promptly meet and confer (telephone communications sufficient) in an effort to resolve such dispute through good faith consultation and negotiation. Each party’s executives shall be identified by notice to the other party, and may be changed at any time thereafter also by notice to the other. Any decisions of the executives will be final and binding on the parties. In the event the executives are unable to resolve any dispute within 30 days after submission to them, either party may then commence legal proceedings as provided above in this section. 
   3. Injunctive Relief. Nothing in this section, however, requiring informal dispute resolution prior to instituting legal proceedings will prohibit either party from seeking injunctive relief in situations where such proceedings may be appropriate, including but not limited to threatened or actual infringement of Intellectual Property Rights or misuse or disclosure of proprietary or confidential information.
   4. Prevailing Party. The prevailing party in any action brought by one party against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive, in addition to such other relief as the tribunal may award, its reasonable costs and expenses, including without limitation all attorneys’ fees, expert witness fees, litigation-related expenses and arbitrator and court or other costs incurred in such proceeding or otherwise in connection with bringing such arbitration, suit, or action. For purposes of this Agreement, a party is “prevailing” if that party prevails on the central issue raised in the action or claim. A party may prevail by judgment or decision in that party’s favor, consent decree, settlement agreement or voluntary dismissal with or without prejudice.
8. Further Assurances. The parties shall execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.
9. Publicity. Greenlight Guru may display Customer’s logo on Greenlight Guru’s public assets in connection with a list maintained by Greenlight Guru designating Customer as a user of the Services.
10. No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of this Agreement. All waivers must be in writing, and signed by the party waiving its rights.
11. Order of Precedence. If there is a conflict or ambiguity between any term of this Agreement and any Order Form or other addendum or documents between the parties, the Order Form will prevail first, followed by the Agreement and any other addendum or documents last.
12. Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally or sent by nationally recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth on the Proposal, or to any other address provided in accordance with this section. Notwithstanding the above, notices or other communications can also be deemed as delivered when sent by e-mail provided that the receiver of the e-mail replies to the email and confirms the receipt thereof. Such reply must not be unreasonably withheld.
13. Severability. If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
14. Foreign Corrupt Practices. Greenlight Guru strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, whether involving government officials or other commercial enterprises. A bribe or other improper payment to secure a business advantage is never acceptable and can expose individuals and Greenlight Guru to possible criminal prosecution, reputational harm, or other serious consequences. This prohibition applies to everyone at Greenlight Guru, including all officers, employees, and agents or other intermediaries acting on Greenlight Guru’s behalf. Each officer and employee of Greenlight Guru has a personal responsibility and obligation to conduct Greenlight Guru’s business activities ethically and in compliance with all applicable laws based on the countries where Greenlight Guru does business. Prohibited improper payments include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment, and other legitimate activities directly related to the conduct of Greenlight Guru’s business.
15. Entire Agreement. This Agreement and each Order Form constitute the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement.
16. Modification of the Agreement. Greenlight Guru reserves the right to modify the terms and conditions of this Agreement without prior notice to the Customer. Such modifications shall be effective immediately upon posting on Greenlight Guru’s website at https://www.greenlight.guru/master-subscription-agreement.  Although Greenlight Guru will make commercially reasonable efforts to notify Customer of any such modifications, Customer understands and agrees that it is Customer’s sole responsibility to review and monitor any changes or updates to the Agreement by visiting https://www.greenlight.guru/master-subscription-agreement. Customer acknowledges and agrees that continued use of the Services shall constitute acceptance of such modifications.

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