TERMS & CONDITIONS

Updated Tuesday, March 29, 2016

The following terms and conditions (the “Terms”) govern all use of the greenlight.guru website (the “Website”), all content, software, services and products available at or through the Website, including, but not limited to, the greenlight.guru quality management software (the “Software”).

The Website is owned and operated by Soladoc, LLC d/b/a greenlight.guru (“greenlight.guru”).

A person, entity or organization (the “Customer”) must enter into a separate written Proposal (a “Proposal”)  signed by Customer to access the Software Services (as defined below).

Use of the Software, which is accessed on a SaaS basis via the Website (the “Software Services”) is only available for use by Customers who have become parties to a Proposal  and any related Addendum and made payment for the Initial  Subscription Term (each as defined below), and the Users and Administrators designated by such Customers.

The Software Services are offered subject to each Customer, Administrator and User’s acceptance of all of the terms and conditions contained herein, the specific Proposal, any written addenda to these Terms countersigned by greenlight.guru (each, an “Addendum”), and all other operating rules, policies (including, without limitation, greenlight.guru’s Privacy Policy) and procedures that may be published from time to time on the Website by greenlight.guru (collectively, the “Agreement”).

Please read these Terms carefully before accessing or using the Website or the Software Services. By accessing or using any part of the Website or Software Services, each Customer and User agrees to become bound by the terms and conditions of these Terms, as amended.  If a Customer or User does not agree to all of these Terms, then such Customer or User may not access the Website or use any Software Services.

1.              User Profiles.

a.     In order to access the Software and the Software Services, an end user (each, a “User”) will need a greenlight.guru user profile (a “User Profile”), which account may be created by User or assigned to User by an Administrator (as defined below). When using the Software Services for the first time, User will be prompted to set up a User Profile by entering certain details, such as name and email address, establishing a profile name and password, and uploading a profile picture.

b.     If User creates a User Profile, User is responsible for maintaining the security of User’s login information. greenlight.guru may remove any content, description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause greenlight.guru liability. User must immediately notify   greenlight.guru of any unauthorized uses of User’s User Profile or any other breaches of security. greenlight.guru will not be liable for any acts or omissions by User, including any damages of any kind incurred as a result of such acts or omissions.

2.              Customer Accounts, Administrators and Customers.  

a.     Customer has ultimate control over the use of such Customer’s account (the “Customer Account”) by authorized Users and Administrators (as defined below) to manage certain quality and regulatory functions using the Software Services.

b.     Each Customer Account will be administered by one or more Users who are appointed by the Customer as administrators (each an “Administrator”).  An Administrator will have special rights in relation to those Customer Accounts they administer, including the ability to grant Users with access to the Customer Account and to remove Users from the Customer Account.

c.     A Customer will have special rights in relation to such Customer’s Account, including the ability to grant Administrators and Users with access to the Customer Account and to remove Administrators and Users from the Customer Account.  The Customer will, at all times, have access to and ownership of the Content (as defined below) and output of a Customer Account.

d.     If User is using a User Profile assigned to User by a Customer or Administrator, or if User’s use of a greenlight.guru User Profile is in connection with User’s role as an employee or contractor, User’s use of the User Profile may be subject to the terms of User’s employment or other contractual relationship with Customer.  greenlight.guru is not responsible for the monitoring or enforcement of any third party contractual obligations or policies.  Customers and Administrators may be able to access or disable User’s account.

e.     The storage limitation for each Customer Account includes up to 500 GB of stored content.  Additional charges may apply to content posted by Users authorized by a Customer in excess of 500 GB.

3.              License to Software Services. 

a.     Software Services allow a User to access software as a service through the Website. 

b.    Following Customer's payment of the subscription fee for the Initial Subscription Term, greenlight.guru shall give Customer, and Customer's authorized Administrators  and Users, access to the Software Service.  So long as Customer, and each User and Administrator authorized by Customer, complies with these Terms, the relevant  Proposal  and any Addendum, greenlight.guru gives Customer, and Customer’s authorized Administrators and Users a limited, nonexclusive, nontransferable license to use the Software Services, including those components and functionality specified in the applicable  Proposal.

c.     Customers and Users agree not to reverse engineer or decompile the Software, attempt to do so, or assist anyone in doing so.

4.              Responsibility of Users.

a.     If a User contributes to, comments upon, or otherwise posts any written content, design, process, work of authorship, documentation, formula, data or other material to the Software (together “Content”), that User is entirely responsible for that Content, and any harm resulting from that Content.  By making Content available, a User represents and warrants that:

                                               i.     the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

                                             ii.     if User’s employer has rights to intellectual property User create, User has received permission from User’s employer to post the Content or make the Content available on the Software;

                                            iii.     User has fully complied with any third-party licenses relating to the Content;

                                            iv.     the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

                                              v.     the Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material;

                                            vi.     the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party; or

                                           vii.     use the Software to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, or is otherwise objectionable as reasonably determined by greenlight.guru.

b.     Users shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:

                                               i.     use the Software for any fraudulent or inappropriate purpose;

                                             ii.     use any robot, spider, other automated device, or manual process to monitor or copy any content from the Website other than copying or exporting of the Content as permitted by greenlight.guru’s policies; or

                                            iii.     rent, lease, distribute, or resell the Software, or use the Software for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

c.     If User deletes Content, greenlight.guru will use reasonable efforts to remove it from the Website, but User acknowledges that caching or references to the Content may not be made immediately removable.

d.     Without limiting any of those representations or warranties, greenlight.guru has the right (though not the obligation) to, in greenlight.guru’s sole discretion, refuse or remove any Content that, in greenlight.guru’s reasonable opinion, violates any greenlight.guru policy or is in any way harmful, objectionable, or unlawful.  greenlight.guru will have no obligation to provide a refund of any amounts previously paid.

5.            greenlight.guru Intellectual Property.

Except for the licenses set forth in Section 3, and to the extent set forth in Section 4(d), this Agreement does not transfer from greenlight.guru to any Customer or User any greenlight.guru or third party intellectual property, and all right, title and interest in and to such property, including, without limitation, the Website or the Software, will remain (as between the parties) solely with greenlight.guru.  The greenlight.guru trademark and logo, and all other trademarks, service marks, graphics and logos used in connection with greenlight.guru, the Website or the Software are trademarks or registered trademarks of greenlight.guru or greenlight.guru’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website, or the Software may be the trademarks of other third parties. Use of the Website or the Software grants Customer or User no right or license to reproduce or otherwise use any greenlight.guru or third-party trademarks.

6.              Content License

a.     When Users upload, submit, store, send or receive Content to  a particular Customer Account using the Software, Users give greenlight.guru (and those third party contractors greenlight.guru works with) a license to publish such Content on the Software so as to make it accessible to authorized Users and Administrators with access to the relevant Customer Account, and greenlight.guru may use, host, store, reproduce, modify, create derivative works (such as those resulting from adaptations or other changes greenlight.guru make so that User’s Content works better with our Software, or to create the Software’s output), communicate, publish, display and distribute such Content for this purpose. The rights Customer and Users grant in this license are for the limited purpose of operating and improving the Software Services. greenlight.guru will not disclose or make available to the public Content which is uploaded by Users using the Software.

b.     greenlight.guru may display User’s profile name, profile photo, and actions User takes on the Website (such as Content that User posts and comments that User posts) within the relevant Customer Account. 

c.     Except for the licenses set forth in this Section, this Agreement does not transfer from User to greenlight.guru any right, title and interest in and to Content posted by User. 

7.              No Obligation to Review Content.

greenlight.guru has not reviewed, and cannot review, all of the Content posted to the Website, and cannot therefore be responsible for that Content.  By operating the Website, greenlight.guru does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. User is responsible for taking precautions as necessary to protect User’s self and User’s computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain Content that is offensive, indecent, or otherwise objectionable, as well as Content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain Content that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. greenlight.guru disclaims any responsibility for any harm resulting from the use by Users of Content on the Website or from any downloading by those Users of Content there posted.

8.              Content Posted on Other Sites.

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which   greenlight.guru links, if any, and that link to the Website. greenlight.guru does not have any control over those non-greenlight.guru websites and webpages, and is not responsible for their content or their use.

9.              Fees; Term; Termination. 

a.     General Terms.

                                               i.     In respect of Software Services, Customer agrees to pay greenlight.guru the subscription fees specified in the applicable  Proposal.  

                                             ii.     Subscription fees for the Initial Subscription Term shall be payable upon execution of the Proposal and prior to greenlight.guru granting Customer access to the Software Services.  Following the Initial Subscription Term, Customer agrees to pay invoices within fifteen (15) days of receipt.  Payment shall be made in U.S. Dollars by a check drawn on a U.S. bank or by wire transfer to the account listed on the invoice. Customer agrees to accept electronic invoices.

                                            iii.     Customer will be responsible for paying any sales tax, license and use taxes, additional taxes, fees, or assessments levied by any local, state or federal government or governmental agency relating to, resulting from or based on use of the Software Services pursuant to this Agreement.

b.     Term.

                                               i.     The initial term for the use of Software Services shall be specified in the relevant Proposal (the “Initial Subscription Term”).

                                             ii.     Upon the expiration of the Initial Subscription Term, a  Proposal  for Software Services 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 thirty (30) days prior to the expiration of the then current term (the Initial Subscription Term and each successive term, collectively, the “Subscription Term”).  Unless otherwise agreed by the parties in writing, each automatic renewal of the Subscription Term shall be on the same terms and subject to the same conditions as set forth herein.  greenlight.guru will notify Customer of any price increases for Software Services at least thirty (30) days prior to the expiration of the then current Subscription Term and, if Customer does not accept such price increase in writing prior to the end of the then current Subscription Term, then the subscription to the Software Services shall expire at the conclusion of the then current Subscription Term.

c.     Termination.

                                               i.     In the event of a material breach of this Agreement (including these Terms, the  Proposal  or any Addendum) by either greenlight.guru or Customer, the other party may terminate the Agreement, and the Software Services specified therein, by giving the defaulting party fifteen (15) business days’ prior written notice of termination thereof; provided, however, that such termination will not be effective if the defaulting party has cured such material breach prior to the expiration of such fifteen (15) business day notice period. 

d.     Late Payments.

                                               i.     Customer shall pay interest on any unpaid balance of (a) ten percent (10%) of the outstanding amount on the date the payment becomes overdue, and (b) two percent (2%) per calendar month on the outstanding balance from and including the date the payment becomes overdue until the date of payment, or the maximum rate of interest that can legally be charged to Customer, if lower.

                                             ii.     Notwithstanding anything to the contrary contained herein, greenlight.guru may suspend the Software Services in the event that any amount due remains unpaid for more than thirty (30) days after the date the payment becomes due. 
 

10.           Data Privacy. 

a.     greenlight.guru reserves the right to utilize metadata (e.g. usage statistics, access activity, customer data storage profiles, etc.) for internal purposes such as marketing, research, pricing, and technical/product development.

b.     greenlight.guru reserves the right to access copies of any User-entered repository Content for purposes of operations/scalability/performance testing and other internal uses.  

c.     greenlight.guru will never sell or share demographic data or repository data to or with any third parties.

d.     greenlight.guru personnel will never request User password information in any manner whatsoever; furthermore, greenlight.guru will never transmit password information via email nor any other written or spoken media.  Forgotten or lost user passwords may only be reset using the facilities within the   greenlight.guru  Website.

11.           Backup/Recovery. 

a.     All Content of Users of Software Services shall be continuously backed up after a period of no greater than 24 hours.  A request by a Customer subscribing for Software Services to restore a prior backed-up copy of Content may be subject to additional charges if it is determined that the circumstances leading to the request are not due to operational issues or errors or defects in the Software, or are not otherwise deemed to be the fault/ responsibility of the   greenlight.guru.

b.     All Content of Users of Software Services shall be retained in a secure data store suitable for rapid restoration (if necessary) for a period of no fewer than fourteen (14) calendar days.

12.           Copyright Infringement and DMCA Policy.  

As greenlight.guru asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If User believe that material located on the Website or linked to by greenlight.guru violates User’s copyright, User is encouraged to notify greenlight.guru in accordance with greenlight.guru’s Digital Millennium Copyright Act (“DMCA”) Policy.  greenlight.guru will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.  greenlight.guru will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of greenlight.guru or others. In the case of such termination, greenlight.guru will have no obligation to provide a refund of any amounts previously paid to greenlight.guru.

13.           Changes. 

a.     greenlight.guru reserves the right, in its sole discretion, to add, modify, or delete portions and/or functionality of the Software, so long as such changes do not adversely affect, in the aggregate, Customer’s ability to use the Software Service. Customer shall cooperate with greenlight.guru in respect of implementing or adopting any updates to the Software Service which are recommended by greenlight.guru to comply with applicable regulations or guidelines relevant to the quality or regulatory processes managed by the Software Services.  greenlight.guru reserves the right, at its sole discretion, to modify or replace any part of these Terms relating to Software Services (but not, for the avoidance of doubt, the specific terms of a  Proposal or any Addendum). The revised Terms will be effective immediately upon being made available on the Website.  Customer’s use of the Software Service after modifications to these Terms become effective constitutes binding acceptance of such changes by the Customer.  It is Customer’s responsibility to check these Terms periodically for changes.

14.           Warranties.

a.     Except for the warranties specifically set forth in Sections 14(c), (d) and (e), greenlight.guru and its suppliers and licensors hereby disclaim all warranties of any kind in respect of the Software Services, including, without limitation, the warranties of merchantability, fitness for a particular purpose. Neither   greenlight.guru nor its suppliers and licensors, makes any warranty that the Software Services will be error free. Customer and Users understand that Customer’s and Users’ use of the Software Services are at Customer’s and Users’ own discretion and risk. 

b.     greenlight.guru does not make any warranties concerning the outcome of any quality or regulatory function undertaken using the Software Services including, without limitation, the outcome of any application to any regulatory or governmental agency.

c.     Software Services - Guaranteed Uptime/Availability

                                               i.     Scheduled Maintenance - greenlight.guru reserves, solely at its discretion, the right to make the Software Services unavailable for access for up to 1 hour per week for scheduled maintenance and such downtime shall not be counted against any availability guarantees specified in this Section 16. Scheduled maintenance operations shall be preceded by no less than 24 hours notification via email to Users of Software Services and/or posted to the Software and/or login screen.

                                             ii.     Unexpected Downtime - Beyond the aforementioned scheduled maintenance, greenlight.guru warrants that the Software Services shall be available with a minimum of 99.5% software uptime.

d.     Data Storage and Transmission – All Content entered or uploaded to the Software Services shall be transmitted via Secure Sockets Layer (SSL), using HTTPS.  All internal greenlight.guru service calls and data transfers relating to the Software Services are similarly encrypted via SSL/SSH.

e.     greenlight.guru utilizes Amazon Web Services (AWS) infrastructure (http:// aws.amazon.com).  Content uploaded to the Software Services, is securely stored in AWS facilities according to industry best practices with respect to computer software Security and Privacy.  See the AWS Security site (http://aws.amazon.com/ security/) for information about AWS security and privacy capabilities and policies, including information on physical site security and data redundancy/availability capabilities.

f.      Access to Content uploaded to the Software Services is restricted to only those greenlight.guru personnel who absolutely must have access to said data to perform their job functions.

15.           Limitation of Liability.

a.     In no event will greenlight.guru, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; or (iii) for amounts that exceed the fees paid by Customer or User to greenlight.guru under this Agreement, if any, during the twelve (12) month period prior to the cause of action.  greenlight.guru shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

b.     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 or User, any failure to obtain the approval of any regulatory or governmental agency, or liability arising from the products manufactured or distributed by any Customer or User under any contract, negligence, strict liability or other legal or equitable theory.

16.           General Representation and Warranty.  

Each Customer and User represents and warrants that (i) such Customer or User’s use of the Website and Software Services will be in strict accordance with these Terms, the applicable  Proposal  and any Addendum, and with all applicable laws and regulations (including without limitation any local laws or regulations in such Customer or User’s country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which such Customer or User resides) and (ii) such Customer or User’s use of the Website and Software Services will not knowingly infringe or misappropriate the intellectual property rights of any third party.

17.           Indemnification.

a.     Customer agrees to indemnify and hold harmless greenlight.guru, its contractors, and its licensors, and their respective directors, officers, members, managers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of the negligent or unlawful act or omission or, or any violation of this Agreement by, Customer or any User authorized to access Customer’s Account.

b.     User agrees to indemnify and hold harmless greenlight.guru, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of User’s use of the Website and Software Services, User’s violation of this Agreement, or User’s negligent or unlawful act or omission.

c.     greenlight.guru agrees to indemnify, defend and hold harmless Customer, and Customer’s affiliates, officers, agents, and employees from and against any claims and expenses incurred as a result of any third-party claim to the extent arising from or connected with an allegation that Customer’s use of the Software Services in accordance with this Agreement, infringes the intellectual property rights of a third party.  Notwithstanding the foregoing, in no event shall   greenlight.guru  have any obligations or liability arising from: (i) use of the Software Services in a modified form or in combination with materials or software not furnished by greenlight.guru, or (ii) any Content provided by a User.

18.           Miscellaneous.  

a.     These Terms, together with the applicable  Proposal  and any Addendum, if applicable, constitutes the entire agreement between greenlight.guru and the Customer and Users concerning the subject matter hereof, and supersedes all prior representations, agreements and understandings, written or oral. This Agreement will be governed by the laws of the state of Indiana, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Marion County, Indiana. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.  If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.  A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.  User may not assign User’s rights under this Agreement to any party without prior written consent of greenlight.guru, which will not be unreasonably withheld.  greenlight.guru may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.  The parties hereto are acting as independent contractors, and nothing in this Agreement shall be construed as establishing a partnership, joint venture, agency, employment or other similar relationship between the parties hereto.  If the performance of this Agreement or of any obligation hereunder, except for the payment of any amounts due hereunder, is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected party, such party, upon prompt written notice to the other party, shall be excused from such performance to the extent of the aforementioned prevention, restriction or interference.

b.     After the expiration or termination of this Agreement, except with regard to Sections  5, 9(d), 15, 17 and 18 of these Terms, which shall survive the termination of this Agreement, this Agreement shall be of no further force and effect and the parties shall have no further obligations hereunder.