GREENLIGHT GURU MASTER SUBSCRIPTION AGREEMENT

Master Subscription Agreement (Created January 1, 2022)

Customer’s use of the Services and Professional Services is subject to Customer’s full acceptance of the provisions set forth in this Master Subscription Agreement (“Agreement”).

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). As used in this Agreement:

1. 1. “Account” means any account to access the Services created by Greenlight Guru for the Customer, or by the Customer within the Services.
   2.  “Agreement” means each Order Form executed by the parties together with these General Terms and Conditions.
   3. “Benchmark Data” means statistics, analytics, system usage and configuration data from and about Customer’s use of the 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.
   4. “Business Hours” means the hours occurring between 9:00 a.m. and 5:00 p.m. Eastern Time (US), Monday through Friday, except national holidays.
   5. “Customer Data” means any information provided, entered, uploaded for use, or created by or with the Services by Customer or its Users.
   6. “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.
   7. “Discloser” means the party providing Confidential Information to the Recipient.
   8. “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 Services.
   9. “Documented Defect” means a material deviation between the then-current Services and its Documentation.
   10. “Effective Date” means the date identified on the Order Form designating when Services or Professional Services commence.
   11. “Fees” means the fees charged by Greenlight Guru for the rights granted by Greenlight Guru to Customer for the use of the Services, Professional Services, or other fees associated with Order Form. 
   12. “ggMaterials” means any quality management documents and/or materials produced by Greenlight Guru, which may be included as part of the Services and/or Professional Services. 
   13. “Initial Term” means the period of time Greenlight Guru will provide the Service to Customer, as set out in Order Form , subject to renewal in accordance with Section 11 below.
   14. “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.
   15. “Personal Data” means any personal data about any living individual.
   16. “Professional Services” means professional services provided by Greenlight Guru including, as applicable, ggMaterials.
   17. “Recipient” means the party receiving Confidential Information from the Discloser.
   18. “Renewal Term” means the length of the periods of time Greenlight Guru will provide the Services and Professional Services to Customer, following the Initial Term.
   19. “Services” means the online, web-based medical device success platform software, as updated from time to time, provided by Greenlight Guru in addition to, as applicable, Professional Services. 
   20. “Subscription Fees” means the fees charged by Greenlight Guru for the rights granted by Greenlight Guru to Customer for the use of the Services. 
   21. “Term” means the Initial Term and all Renewal Terms. 
   22. “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.

1. 1. Upon payment of the Subscription Fee, Greenlight Guru hereby grants to Customer a non-exclusive, non-transferable (subject to Section 18(f) below), non-assignable, non-sub-licensable, time limited right to use the Services.
   2. The Services are provided by Greenlight Guru and made available to Customer by Greenlight Guru setting up an Account for the Services and providing Customer with login information. During the Term, Greenlight Guru will make the Services available to Customer in accordance with the terms and conditions of this Agreement. Greenlight Guru may modify or update the Services during the Term in its discretion, provided that any modification or update which results in any discontinuation of material functionality shall occur only upon at least sixty (60) days prior notice to Customer.
   3. Customer agrees to not make the 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 ggMaterials

1. Greenlight Guru shall provide to the Customer the Professional Services including, as applicable, ggMaterials specified on the applicable Order Form.  Greenlight Guru shall render to the Customer the Professional Services and ggMaterials in a timely, diligent and professional manner, consistent with industry standards, and in accordance with this Agreement. 
2. Professional Services may include the preparation and delivery of ggMaterials 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 ggMaterials 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 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 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 Services shall vest in Greenlight Guru. If the Customer has been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the improvement and enhancement, any right the Customer may have due to such involvement is hereby transferred to Greenlight Guru.
2. Except as expressly authorized by Greenlight Guru in writing, Customer shall not: (i) copy, in whole or in part, any portion of the Services or Documentation, (ii) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the Services, or (iii) rent, lease, lend, distribute, sell, assign or otherwise transfer the Services or create derivative works of the Services. Customer may copy manuals or instructions from Greenlight Guru only to the extent necessary for receipt of the Services in accordance with this Agreement. 

5. 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 Services.
2. 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 fulfil Greenlight Guru’s obligations under this Agreement, including, without limitation, responding to Customer’s support requests and for purposes of improving the Services. Customer further authorizes Greenlight Guru to collect 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. 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. Greenlight Guru is responsible for its subcontractors’ actions and omissions.
3. Greenlight Guru will process Personal Data in accordance with this Agreement and Customer’s written instructions. 

6. 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 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 Services as an application software provider, or in any timesharing, service bureau, or other commercial arrangement of any kind that makes the 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 Services by third parties using Customer’s Account. 

7. Fees and Invoicing.

1. Customer agrees to pay the Fees in the amounts set forth on the applicable Order Form. The Fees for the Initial Term are due as outlined in the Order Form, and Fees for any Renewal Term(s) are due as outlined in the Order Form of any such renewal. Customer shall incur a late payment fee of ten percent (10%) interest on the outstanding amounts as of the date the Fees become overdue, in addition to a late payment fee of two percent (2%) per month on such overdue amounts, or the maximum permitted by law, whichever is less. 
2. The Fees do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to the Services and Professional 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 and Professional 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.
3. If Customer chooses to subscribe for additional Services or Professional Services during the Term, an additional Order Form must be executed by Greenlight Guru and Customer. The additional fees will be specified in the applicable Order Form(s).
4. No refunds or credits will be made if Customer does not use part of the Services or Professional Services already paid, or wishes to stop using the Services or Professional Services during the Term.
5. Upon expiration of the Subscription Term defined in latest Order Form, the Agreement shall automatically renew for additional and successive one-year (1) periods, unless either party notifies the other party in writing of its election not to renew at least sixty (60) days prior to the expiration of the then current Subscription Term or new Order Form has been executed.  Each automatic renewal of the Subscription Term as set forth in this paragraph shall be on the same terms and subject to the same conditions as in the latest Order Form. Greenlight Guru will notify Customer of any price increases for Services at least thirty (30) days prior to the expiration of the then current Subscription Term.

8. Availability and Support.

1. Greenlight Guru may perform routine maintenance on the Services in its sole discretion for up to one (1) hour per week. Such maintenance may result in the Services being down or otherwise unavailable. Greenlight Guru will provide no less than twenty-four (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 guarantees made by Greenlight Guru.
2. Greenlight Guru will make the Services available with a minimum of 99.5% uptime. 

9. Connection.

1. All Customer Data entered or uploaded to the 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 Services. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the 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.

10. Suspension of the Services and Professional Services.

1. Greenlight Guru may suspend the Services and Professional Services for as long as Customer is in material breach of any provision of this Agreement (including nonpayment of the Subscription Fees) and such breach has not been cured within 14 days’ written notice to Customer. Prior notice of suspension will not be required if Greenlight Guru determines, in its reasonable discretion, that suspension is necessary to protect Greenlight Guru or its other customers from operational, security, or other material risk, or if the suspension is ordered by a court or other tribunal. In the event of suspension due to Customer’s breach of this Agreement, Customer will remain liable for portions of the Fees that would have been paid had the Services and Professional Services not been suspended. 

11. Term and Termination. 

1. This Agreement will become effective as of the Effective Date, and unless terminated earlier as provided in this Agreement, will continue in effect for the Initial Term, and will automatically renew for subsequent Renewal Terms unless either party provides to the other party written notice no later than sixty (60) days prior to the then-current scheduled expiration of the Initial Term or Renewal Term, as applicable, of that party’s intention that this Agreement not be renewed.
2. 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 thirty (30) days from receipt of written notice requiring such remedy, except that in the event of unlawful conduct, fraud, or material misrepresentation by either party, the other party will be entitled to terminate this Agreement immediately.
3. Either party may terminate this Agreement immediately by providing written notice if 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 thirty (30) days of the date a receiver or trustee is appointed or if the other party makes an assignment for the benefit of creditors.
4. 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 five (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. 
5. 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 1, 3, 4,  11, 12, 13, 14, 15, 16, 17, and 18 will survive the expiration or termination of this Agreement.

12. Confidentiality. 

1. Each party will hold the other party’s Confidential Information in confidence with at least as much care as it holds its own Confidential Information, and neither party will disclose any of the other party’s Confidential Information to any third party. 
2. 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.
3. 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.
4. 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 five (5) years from the date of disclosure of such Confidential Information.

13. Warranties.

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. Greenlight Guru warrants that (i) it will provide the Services and Professional Services with commercially reasonable care and skill, and (ii) the Services will function without a Documented Defect. The Customer must give Greenlight Guru notice of a Documented Defect within thirty (30) days from when Customer becomes aware of the Documented Defect. Greenlight Guru’s sole obligation with respect to a breach of the foregoing warranty shall be, using commercially reasonable efforts, to repair or replace the Services or Professional Services. 
3. 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, Professional Services, the associated documentation or any other goods or services provided by Greenlight Guru to Customer. 

14. DISCLAIMER.

1. To the maximum extent permitted by applicable law and except as expressly provided in this Agreement, the Services and Professional Services are provided “as is” 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 Professional 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, are expressly excluded and disclaimed.
   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 any Customer, unless caused by the direct negligence or willful misconduct of  Greenlight Guru.

15. Data Privacy and Security Standards.

1. Each party agrees to comply with all applicable laws in relation to any and all Personal Data that it accesses, collects or uses in connection with the Services and this Agreement. 
2. Greenlight Guru will maintain during the Term technical and organizational safeguards designed to prevent the unauthorized use, disclosure and processing of Customer Data. All Customer Data shall be backed up and available for restoration for a period of no less than fourteen (14) calendar days; provided that any such restoration requested by Customer may be subject to additional fees. 
3. Notwithstanding any of the foregoing, Customer shall at all times be responsible to 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 Services. 

16. 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 may be finally awarded against Customer (including reasonable attorneys’ fees) to the extent arising out of any claimed infringement or misappropriation by the Services and Professional Services of any third party Intellectual Property Right; provided that (i) Customer notifies Greenlight Guru in writing within thirty (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, 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 or Professional Services with materials (e.g., software, hardware or content) or services not furnished by Greenlight Guru; or (ii) that is based on any modification of the Services or Professional Services by Customer, by any third party, or by Greenlight Guru at Customer’s direction.  
3. In the event the Services or Professional 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 or Professional Services with an noninfringing equivalent, (ii) modify the Services to be noninfringing, (iii) obtain for Customer a license to continue using the Services or Professional Services, or (iv) refund any fees which have been pre-paid by Customer for the infringing Services or Professional 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 may be finally awarded against Greenlight Guru (including reasonable attorneys’ fees) to the extent arising out of any claimed infringement or misappropriation by the Customer Data of any third party Intellectual Property Right; provided that (i) Greenlight Guru notifies Customer in writing within thirty (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. 

17. LIMITATION OF LIABILITY.

1. Greenlight Guru (defined for purposes of this section as Greenlight Guru’s parent, affiliates, subsidiaries and their respective officers, directors and employees) shall not be liable to Customer or any third party for any indirect, al, 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 by Customer for use of the Services under this Agreement during the six (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. Customer must, in order to preserve its right to compensation, give notice of any claim within twelve (12) months from when Customer became aware of the basis for the claim.

18. 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. Relation of the Parties. 
   1. 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 God, 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 fourteen (14) days, the other party may terminate this Agreement, without liability, by providing written notice to the other party.
6. Assignment. Customer may not assign this Agreement. Greenlight Guru may assign this Agreement to a successor (whether by merger, a sale of all or a significant portion of its assets, a sale of a controlling interest of its capital stock, or otherwise) which agrees in writing to assume Greenlight Guru’s obligations under this Agreement. Greenlight Guru may, without consent of Customer, transfer the right to receive payment in accordance with this Agreement.
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 thirty (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 these General Terms and Conditions and any Order Form or other addendum or documents between the parties, the Order Form will prevail first, followed by the General Terms and Conditions 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. Execution in Counterparts. This Agreement may be executed in counterparts and such counterparts, taken together, will be one and the same Agreement. A true and correct facsimile or electronic copy of an executed copy of any Agreement or these General Terms and Conditions will constitute an original for any evidentiary purpose.
14. 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.
15. 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 wherein 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.
16. Entire Agreement. This Agreement constitutes 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. Any amendment to this Agreement, including but not limited to any applicable must be in writing and signed by duly authorized representatives of the parties.
    
    

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