Terms & Conditions

 

Terms & Conditions  

Agreement between Greentech Software LLC and Client Greentech Software LLC services are offered on your acceptance without modification of the terms, conditions and notices. Your use of Greentech services constitutes your agreement to all such Terms. Please read these terms carefully. Whereas, GreenTech Software LLC (“Greentech”) is the owner and/or the developer of a proprietary software that provides an e-commerce platform for CBD products (“CBD e-commerce platform “), and is engaged in, inter alia, providing licenses to the CBD e-commerce platform to individuals and institutions engaged in the CBD/Hemp industries; and Whereas, Client wishes to establish a brand name and presence in the CBD/Hemp industries and therefore wishes to receive from GreenTech, a non-exclusive license to use and operate the CBD e-commerce platform for purposes of promoting and selling its products (the “Client Activity”); and   Whereas, GreenTech and Client (collectively, the “Parties” and each a “Party”) desire to regulate their relationship pertaining to the CBD e-commerce platform, all as set forth herein.   NOW, THEREFORE, the Parties agree as follows:  

  1. Interpretations and Definitions
    • The headings of the Articles in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any Article hereof.
    • For the purposes of this Agreement, the following terms shall have the meaning detailed next to them:
      • Agreement” means this Agreement as amended from time to time including the preamble and any annexes attached hereto;
      • Client Branded Pages” means the branded website pages of the Client to be located on the Client Website, from which its products will be accessible to Customers;
      • Client Marketing Activities” means Client’s advertising, marketing and promotion activities related to Client Activity;
      • Client Website” means any and/or all of the websites operated by the Client located on the Internet and any other URLs as may be notified to GreenTech in writing from time to time;
      • Commencement Date” means the first commencement of business on the Client Website.
      • Customers” means Client’s customers who look to access client’s products on its website;
      • You” shall refer to the Client and or its agents or representatives authorized to enter into this Agreement.
      • Effective Date” has the meaning assigned to it in the preamble
      • Initial Term” has the meaning set out in Article 9;
      • “Intellectual Property Rights” means pending or granted patents, trademarks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), and any applications for any of the aforesaid, and further includes trade secrets, databases, know-how, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not, which may subsist in any part of the world.
      • GreenTech Fees” means the fees payable by Client to GreenTech, in accordance with Article 6 below and as further detailed in Annex 1;
      • Services” means the services provided by GreenTech to Client as described in Annex 1;
      • Term” has the meaning set out in Article 9; and
      • CBD e-commerce platform ” means GreenTech’s proprietary web-based e-commerce platform for CBD products which includes all of GreenTech’s proprietary technology (including software, hardware, trade secrets, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by GreenTech.

 

  1. The License
    • GreenTech hereby grants you a non-exclusive, non-transferable, worldwide right to use the Services, solely for your own organizational or business purposes subject the conditions of these Terms. All rights not expressly granted to you under these Terms are reserved by GreenTech.
    • Client may not, without GreenTech’s prior written consent (the “Unlicensed Activities”):
      • Modify, decompile, reverse engineer, disassemble, reduce to human readable format, or alter the e-commerce platform , or any component thereof, or change its characteristics in any manner, or attempt, or allow or enable another, to perform any of these actions in any way or manner that could be used to build a competitive product or service with similar ideas, features, functions or graphics of the Services;
      • License, sublicense, sell, disclose trade secrets, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided through the Services in any way;
      • Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
      • Send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights;
      • Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
      • Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
      • Attempt to gain unauthorized access to the Services or its related systems or networks;
      • Make any use of the Services outside the scope specifically set forth herein;

You may not access the Services if you are a direct competitor of GreenTech, except with Greentech’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other bench-marking or competitive purposes. In the event of a breach of the above restrictions (the “Unlicensed Activities”), the Client’s license granted herein shall be deemed to be immediately and automatically revoked by GreenTech and waived by the Client, without undermining GreenTech’s right for indemnification subject to the provisions of this Agreement.

  • Client will use the Services in accordance with the applicable rules and regulations governing the sale of CBD products in whatever jurisdiction the Client conducts business therein.
  • The Client shall take all measures in accordance with good industry practices to prevent unauthorized sale or distribution of CBD products where such sale is restricted, regulated and or prohibited. For the purposes of this clause, “good industry practices” means using common standards, practices, methods and procedures and exercising that degree of skill and care, diligence, prudence and foresight, which would in each case reasonably and ordinarily be expected from a skilled and experienced person engaged in the sale or distribution of CBD products online and or in retail.
  • Nothing in this Agreement shall prohibit or limit GreenTech from granting rights and/or licenses with respect to its technology to any other third party, providing any other products or related services, including products and services identical or similar to the ones offered through the GreenTech’s platform , the Options or the Services, to any other party, at any time, anywhere in the world.
  • GreenTech may in its sole distraction restrict the availability of its platform (or any part thereof) to potential and/or existing Customers in any territory with a legal or regulatory environment (and/or any actual or proposed changes thereto) that may, in GreenTech’s determination, expose GreenTech, any of its affiliates and any person associated with any of them, to the risk of legal, regulatory or economic sanctions in such territory should GreenTech continue to provide or make available its platform  to potential and/or existing Customers in that territory.
  1. GreenTech Obligations

GreenTech will procure that a third party shall:

  • Refrain from unauthorized use of the Database (as defined in Article 8.1 below) and act in accordance with the provisions set forth in Article 8;
  • Use all reasonable endeavours to ensure uninterrupted availability and operation of the Services; and
  • Customer technical support, technology infrastructure as required to facilitate the use of GreenTech’s platform. All support services requested directly by Customers will be provided solely by the Client, and will not be the responsibility of GreenTech.
  1. Client Obligations
    • The Client shall:
      • Abide by all applicable local, state, federal, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, the sale and distribution of CBD products, international communications and the transmission of technical or personal data;
      • Notify GreenTech immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to GreenTech immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your Users; and (iii) not impersonate another GreenTech User or provide false identity information to gain access to or use the Services.
      • Provide all other services and functions not explicitly included as part of the Services set out in Section 3 above;
      • Use its best efforts to actively and effectively conduct the Client Activity, including advertise, market and promote the Client Branded Pages as widely as possible and to maximize traffic, and volume of trade;
      • Be solely responsible for approving and vetting all Customers and carrying out all anti-money laundering and fraud screenings, age and ID checks, credit checks and any other verification as may be required under any applicable legislation, and to indemnify and keep GreenTech (and its related Entities, directors, officers and employees) harmless from and against any claim, damage or loss arising out of or in connection with any breaches of the above.
      • Ensure that Client Activity shall not be directed toward minors, include pornographic content or depiction of violence, violate any applicable law, contain antireligious or antirace or gender content or otherwise objectionable content and/or include material that is in breach of and/or infringes any Intellectual Property Rights belonging to third parties;
      • Cooperate with GreenTech regarding any copyright, trademark or branding that appears on the Client Branded Pages and/or anywhere else on GreenTech’s platform ;
      • Except as otherwise set forth in this Agreement, bear all costs and expenses incurred in connection with its obligations under section 4.1, including but not limited to, all advertising, marketing and promotion associated with the Client’s use of the Services including all other related operational costs;
      • Transfer to GreenTech the GreenTech Fees in accordance with the provisions of this Agreement;
      • During the Term and for an additional term of 1 month thereafter, refrain, directly or indirectly, from supplying, using, advertising, marketing or promoting, over the Internet or otherwise, any third party CBD e-commerce platform other than those supplied by GreenTech, either directly or indirectly.
      • Comply with any and all applicable laws and regulations as may be necessary for the Client’s performance under this Agreement.
    • GreenTech shall under no circumstances be held liable for and the Client hereby indemnifies GreenTech against any and all claims asserted against GreenTech by reason of the Client’s negligence in advertising, marketing and promotional efforts and awarded by a court of law or other authoritative decision. The Client shall notify GreenTech of any lawsuits or regulatory subpoenas or investigations as they arise.

 

  1. Fees, Payment and refund

5.1     Client shall pay GreenTech a setup fee for the development of the Client Website, as set forth in Annex 1 and the agreed monthly recurring fees , based on Client’s graphical design and content. The Setup Fee is based on an agreed set of requirements and may accordingly be increased should the Client’s requirements exceed the agreed set of requirements, as set forth in Annex 1.   5.2     In consideration for the license and services granted to Client hereunder, Client shall pay GreenTech the GreenTech Fees, as detailed in Annex 1.   Refunds are permitted within 14 days of initial subscription payment date. Any cancellations must be made prior to the start of the following month. Client is responsible for paying for all Services ordered for the entire Subscription Period, whether or not such Services were used.   GreenTech reserves the right to modify its fees and charges and to introduce new charges at any time. Any pricing changes will not affect existing pricing during your Subscription Period. All pricing terms are confidential, and you agree not to disclose them to any third party. At the time of electronic acceptance of these Terms, to the extent that you wish to have features or other changes not encompassed in the Services under these Terms such as, by way of example only, services relating to customizing your hosted site, upgrades to the sites, SMS services, and other services (“Additional Services“), such Additional Services and the arrangements for their provision shall be set forth in a separate written agreement or in Schedule 1.

  1. Billing

In the case of monthly billing, GreenTech will send the Client an electronic invoice which will be payable via a direct wire of funds to GreenTech’s account. Alternatively, the Client may provide GreenTech with authority to charge their credit card or checking account information, which will be charged automatically (a) every month for service fees incurred during the previous month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. In either event,  the Client must provide GreenTech with their valid account information (i.e. credit card, checking account, business account etc.), along with a one-time license fee, as a condition to signing up for the Services. GreenTech’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on GreenTech’s income.

  1. Mutual Warranties
    • GreenTech and the Client each warrant and represent to the other that:
      • It is duly empowered and authorised to enter into this Agreement and to perform its obligations contained herein;
      • By entering into this Agreement and fulfilling the obligations contained herein it does not contravene any applicable law, regulation and/or code of conduct; and
      • GreenTech owns or is fully licensed to provide any of the Intellectual Property Rights it makes available to the other during this Agreement.
    • GreenTech does not warrant that the Services will be free from error or that access to the platform will be uninterrupted throughout the Term. GreenTech shall make reasonable commercial efforts to ensure that access to the platform can be made by Customers at all times during the Term excluding reasonable periods for down time, maintenance and related support.
    • Each party represents and warrants that it has the legal power and authority to enter into these Terms. If you are entering into these Terms on behalf of an entity or organization, you represent and warrant that you have the legal authority to bind such entity or organization to the terms and conditions contained in these Terms. If, after your electronic acceptance of these Terms, GreenTech finds that you do not have the legal authority to bind such entity or organization, you will be personally responsible for the obligations contained in these Terms, including, but not limited to, the payment obligations.
    • You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.

 

  • Each party represents and warrants that it has the legal power and authority to enter into these Terms. If you are entering into these Terms on behalf of an entity or organization, you represent and warrant that you have the legal authority to bind such entity or organization to the terms and conditions contained in these Terms. If, after your electronic acceptance of these Terms, GreenTech finds that you do not have the legal authority to bind such entity or organization, you will be personally responsible for the obligations contained in these Terms, including, but not limited to, the payment obligations.
  1. Client’s Database and Trade Secrets
    • All information relating to the Customers, including all personal identifiable information in respect of each Customer (the “Database”), shall be exclusively owned by Client.
    • For as long as this Agreement is in effect, GreenTech shall use best efforts to retain the confidentiality and security of the Database, and shall not be authorized to use the Database or contact any Customer from the Database, or transfer it to any third party.
    • GreenTech does not own any of the Customer Data that you submit to the Services in the course of using the Services.
    • GreenTech will allow you access to your Customer Data for backup on a monthly basis, subject to your account being current. This backup will be available for you to download from your administration area of the site established for you by GreenTech.

 

  1. Duration

Subject to the provisions of Articles 2.2 and 11, this Agreement shall commence on the Effective Date and shall continue for 12 months from the Commencement Date (the “Initial Term”). Upon the expiration of the Initial Term, the term of this Agreement shall automatically renew for one calendar year, unless and until either party delivers written notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or any renewal term. The Initial Term together with all renewal terms will be defined as the “Term“.  

  1. Intellectual Property Ownership

GreenTech warrants that it owns all right, title and interest, including all related Intellectual Property Rights, in and to the GreenTech, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any Users or other party relating to the Services. These Terms are not a sale and does not convey to you any rights of ownership in or related to the Services, the GreenTech or the Intellectual Property Rights owned by GreenTech. The GreenTech name, logo, tagline, and the product names associated with the Services are trademarks of GreenTech, and no right or license is granted to use them.

  1. Termination
    • This Agreement may be terminated immediately on notice of 10 business days by GreenTech if the other Party commits any Material Breach of this Agreement and, in the case of a Material Breach capable of remedy, fails to remedy it within 7 (seven) days after receipt of notice giving details of the Material Breach and requiring it to be remedied; for the purposes herein, a “Material breach” means a breach of Client’s obligation to pay GreenTech the GreenTech Fees due under this Agreement and/or a breach by Client of Article 2.2.
    • This Agreement may be terminated immediately on notice by GreenTech if the Client uses, or attempts to use, the Services in any manner which is illegal or unlawful, or that is reasonably likely, in the sole and absolute opinion of GreenTech to bring GreenTech, GreenTech related entities into disrepute or adversely effect the goodwill of GreenTech.
    • These Terms commence on electronic acceptance of these Terms and continues through the Subscription Period, except as otherwise provided under the Terms.
    • These Terms will terminate upon the end of the Subscription Period. except as otherwise provided in these Terms. If you wish, you may renew the Terms 30 days before termination, at GreenTech’s then current fees, or as negotiated with you.
    • This Agreement may be terminated immediately on written notice by one Party to the other:
      • if a receiver or administrative receiver is appointed over any of the property or assets of either Party or if either Party makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation (except for the purposes of amalgamation or reconstruction not involving insolvency and in such a manner that the entity resulting from such restructure effectively agrees to be bound by or assumes the obligations imposed on that Party under this Agreement) or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to a Party; or
      • If a Party ceases to carry on business.
    • Except where and to the extent clearly prevented by the area of dispute or where this Agreement provides for immediate termination with or without motive being required, the parties agree to continue performing their respective obligations under this Agreement while any dispute in being resolved.
    • Any breach of your payment obligations or unauthorized use of the Services will be deemed a material breach of these Terms. GreenTech, in its sole discretion, may terminate your password, account or use of the Services if you breach or otherwise fail to comply with these Terms. Additionally, GreenTech may terminate a free account at any time in its sole discretion. You agree and acknowledge that GreenTech has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached these Terms, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

 

  1. Consequences of Termination

On termination of this Agreement for any reason:

  • The License shall terminate forthwith;
  • Section 9 shall continue to apply;
  • The Client Website shall be removed from the platform; and
  • The termination of this Agreement for any reason shall be without prejudice to any rights or liabilities of any Party which have accrued prior to such termination (including rights to use of the platform in respect of the period before termination) and shall not affect or prejudice any provision of this Agreement which expressly or by implication comes into effect or continues in effect after termination.

 

  1. Liability
    • Each Party’s aggregate liability to the other Party for breach of this Agreement shall not exceed 100,000 USD.
    • In no event will either Party be liable to the other Party, in contract, tort (including negligence and breach of statutory duty) or otherwise for any indirect, special or consequential loss, loss of profits, revenue, contracts or anticipated savings, loss or damage arising from loss, damage or corruption of data, cost or expense of any kind whatsoever and howsoever caused.
  2. Compliance with Local Laws

GreenTech makes no representation or warranty that the content available on this site or through the Services are appropriate in every country or jurisdiction, and access to this site or the Services from countries or jurisdictions where its content is illegal is prohibited. Persons who choose to access this site or the Services are responsible for compliance with all local laws, rules and regulations.

  1. Disclaimers

  GreenTech does not represent or warrant that:

  • The use of the Services and any third party applications will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data
  • The Services, or any stored data, will be always be accurate or reliable;
  • That all errors or defects will be detected and corrected; or
  • The Services or the servers that host the Services and any third party applications available are free of viruses or any other harmful components;

The information, software, and services made available through GreenTech may include inaccuracies or typographical errors. GreenTech may at any time make improvements or changes to our Services. Information received via GreenTech should not be relied upon for personal, medical, legal, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation.

  1. Modification to Terms

GreenTech may, in its sole and absolute discretion, change or modify these Terms, and any policies or terms which are incorporated into the Terms by reference, at any time, and such changes or modifications shall be effective immediately upon posting to this site. Your use of this site or the Services after such changes or modifications have been made shall constitute your acceptance of these Terms as last revised. If you do not agree to the Terms as last revised, do not use (or continue to use) this site or the Services. You are responsible for regularly reviewing these Terms.

  1. Assignment

  These Terms may not be assigned by you without the prior written approval of GreenTech but may be assigned by GreenTech to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of your business or organization that results or would result in a direct competitor of GreenTech directly or indirectly owning or controlling 50% or more of your business or organization shall entitle GreenTech to terminate the Services for cause immediately upon written notice.

  1. Indemnification

The Client shall indemnify GreenTech for any and all causes of actions relating to this matter as it relates to this Agreement. The Client agrees to protect, defend, indemnify and hold harmless GreenTech and its affiliates, officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by GreenTech directly or indirectly arising from (i) your use of and access to this site or the Services; (ii) your violation of any provision of these Terms or the policies or Terms which are incorporated into the Terms; or (iii) your violation of any third-party rights, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of these Terms or your use of this site or the Services. On behalf of yourself and your heirs, partners, executors, agents, representatives, and assigns, fully release, forever discharge, and hold GreenTech and its affiliates and their respective officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Services.

  1. Limitation of Liability

In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in an amount, no less than $2,000,000.00. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other damage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the Services, or for any content obtained from or through the service, any interruption, inaccuracy, error, or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.

  1. Miscellaneous
    • Independent Contractor – both parties are independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the Parties. No Party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other. No Party shall represent to anyone that it possesses such power or authority.
    • Governing Law; Arbitration – The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of, or in connection with, this Agreement. If the parties fail to agree on the terms of settlement, either side may submit the dispute to confidential arbitration proceedings by a sole arbitrator (to be agreed upon by both parties or a neutral third party), governed by New York law, whose decision shall be final and binding. This section sets an exclusive arbitration agreement between parties.
    • Entire Agreement – This Agreement constitutes the complete understanding and agreement of the Parties and supersedes all prior negotiations, understandings and agreements with respect to the subject matter of this Agreement. This Agreement may not be altered, amended, modified or supplemented in any respect except by writing signed by an authorized representative of each Party.
    • Severability – If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected.
    • Assignment – Neither Party shall assign, transfer, or sell any of its rights pursuant to this Agreement, or delegate any of its duties pursuant to this Agreement, without the express prior written consent of the other Party, except that GreenTech may assign or transfer this Agreement, in whole or in part, to any of its affiliates or to any successors in interest of substantially all of the assets of that part of GreenTech’s business to which this Agreement relates, provided that such assignee will agree to abide by the terms of this Agreement. Any attempted assignment, transfer, sale or delegation in derogation of this Article shall be void.
    • Successors and Assigns – Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the Parties hereto.
    • Notices – Any notice under this Agreement shall be in writing and shall be deemed to have been duly given for all purposes (a) when received or 7 (seven) days after it is mailed by prepaid registered mail; (b) upon the transmittal thereof by facsimile or via email; (c) FedEx; (d) UPS; or (e) upon the manual delivery thereof, to the following addresses:

20.7.1 Address: 3017 Greene St. Hollywood, FL 33020 20.7.2 Email: [email protected]

  • No Implied Waiver – The failure of a Party to require performance of any provision of this Agreement shall not be construed as a waiver of that Party’s rights to insist on performance of that same provision, or any other provision, at some other time. No right may be waived except in a writing signed by the Party entitled to assert the right. The waiver by a Party of any right created by this Agreement in one or more instances shall not be construed as a further continuing waiver of such right or any other right created by this Agreement.
  • Force Majeure – Neither Party shall be responsible for delays or failures in performance resulting from acts beyond the control of such Party; such acts to include (but not limited to) natural disasters, labour conflicts, acts of war or civil disruption, or governmental regulations imposed after the fact.
  • Legal Representation – Client confirms that it is aware that this Agreement was drafted by legal counsel for GreenTech and that Client has had the opportunity to retain legal counsel in respect to this Agreement.

Annex 1 – fees, payments and scope of services

Basic Plan: 199 USD/ Month
Customized Plan: 599 USD/ Month
Drop-shipping Plan: 99 USD/ Month
Custom Logo and Design: 99 USD
Private Label Service: 499 USD