These Terms of Service (“Terms”) are entered into by and between you (“User,” “you,” or “your”) and GreenSight Technologies, Inc. (“GreenSight,” “we,” “our,” or “us”), a Delaware corporation headquartered at 872 Higuera Street, San Luis Obispo, CA 93401. These Terms govern your access to and use of our software platform, including our mobile applications, web applications, APIs, and all associated services (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.
1. Relationship to Other Agreements
1.1 Master Subscription Agreement
If you or your organization has entered into a Master Subscription Agreement (“MSA”) or other written agreement with GreenSight governing your use of the Services, the terms of that agreement shall control to the extent of any conflict with these Terms. These Terms apply to all users of the Services but serve as the baseline agreement for users who have not executed a separate written agreement with GreenSight.
1.2 Order of Precedence
To the extent applicable, the order of precedence among GreenSight's agreements is: (1) Product-Specific Terms, (2) Order Form, (3) Master Subscription Agreement, (4) these Terms of Service. In all cases, the more specific document controls over the more general document with respect to the subject matter addressed.
2. Use of Services
2.1 License Grant
Subject to your compliance with these Terms, GreenSight grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the applicable subscription or access period for your internal business purposes. You may not sublicense, transfer, or make the Services available to any third party except as expressly permitted.
2.2 Intended Use
The Services are provided for business use by electronics recyclers, refurbishers, IT asset disposition (ITAD) operators, and related professionals. The Services may include mobile scanning workflows, web-based pricing and quoting tools, operational analytics, cosmetic condition grading, receiving workflows, and other tools as described in applicable product documentation.
2.3 Account Responsibility
Accounts may be provisioned by GreenSight, your employer, or self-created by you. You are responsible for maintaining the confidentiality of your credentials, ensuring that access is limited to authorized individuals, and notifying GreenSight immediately of any unauthorized access or security concerns. You are responsible for all activities occurring under your account.
3. Fees and Payment
3.1 Generally
Access to certain Services requires payment of fees as set forth in an applicable Order Form, subscription agreement, or pricing page. All fees are quoted in U.S. dollars and are exclusive of applicable taxes.
3.2 Usage-Based Fees
Where the Services are billed on a usage basis, fees are calculated based on actual usage volume during the applicable billing period at the rates specified in the applicable Order Form or pricing page. Usage-based fees are invoiced monthly in arrears. Payment is due within thirty (30) days of the invoice date unless otherwise specified in the applicable Order Form.
3.3 Subscription Fees
Where the Services are billed on a subscription basis (including recurring billing for fixed-rate service tiers), fees are billed in advance at the beginning of each subscription period (monthly or annually, as applicable). Subscription fees are non-cancelable and non-refundable except as expressly set forth in an applicable Order Form. For clarity, both usage-based and subscription-based billing may be delivered through recurring billing infrastructure; the billing model applicable to each Service is determined by the applicable Order Form or pricing page.
3.4 Taxes
You are responsible for all applicable sales, use, value-added, and other taxes, duties, and levies (other than taxes based on GreenSight's income).
3.5 Late Payment
Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. You shall reimburse GreenSight for all reasonable costs of collection, including attorneys' fees.
3.6 Fee Changes
GreenSight may modify fees for any future subscription or renewal period by providing written notice at least sixty (60) days prior to the start of the applicable period.
4. Intellectual Property and Data
4.1 GreenSight Ownership
GreenSight and its licensors retain all right, title, and interest in and to the Services, documentation, and all related technology, including all intellectual property rights therein. These Terms do not transfer any ownership rights to you.
4.2 Your Data
As between you and GreenSight, you retain all right, title, and interest in and to the data you upload or input into the Services (“Your Data”). You grant GreenSight a non-exclusive, royalty-free, worldwide license to use, process, store, and display Your Data as necessary to provide, maintain, and improve the Services.
4.3 AI and Machine Learning
You grant GreenSight a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use Your Data in anonymized or de-identified form for the purpose of developing, improving, and training GreenSight's artificial intelligence and machine learning models, algorithms, and related technologies. For Users operating under an MSA, the data usage rights and any opt-out mechanisms set forth in the MSA shall control over this Section 4.3.
4.4 Aggregated and De-Identified Data
GreenSight may collect, compile, and create aggregated, anonymized, or de-identified data derived from Your Data and your use of the Services (“Aggregated Data”). All Aggregated Data is owned solely by GreenSight. GreenSight may use Aggregated Data for any lawful business purpose, including without limitation: (a) operating, improving, and benchmarking the Services; (b) developing new products, features, and services; (c) generating and publishing industry analytics, reports, indices, and insights; (d) licensing, selling, or distributing Aggregated Data or derivative works to third parties; and (e) research and development. Aggregated Data will not identify you or include your Confidential Information.
4.5 Feedback
If you provide feedback, suggestions, or recommendations regarding the Services (“Feedback”), you grant GreenSight a non-exclusive, royalty-free, perpetual, worldwide license to use the Feedback for any purpose without obligation to compensate you.
4.6 Data You Collect
You acknowledge that the Services may collect data such as photos of devices, serial numbers, model numbers, specifications, timestamps, geolocation, cutlines, condition grading, pricing signals, routing decisions, and other metadata. GreenSight is not responsible for personal or sensitive data that may be incidentally visible in uploaded photos or otherwise included in Your Data. You are solely responsible for ensuring that Your Data does not include information that you are not authorized to share.
5. Authorized Access and Prohibited Uses
5.1 Authorized Access Method
You shall access the Services solely through the user interfaces (web application, mobile application, or other client applications) provided by GreenSight. Any access to the Services through automated scripts, bots, scrapers, direct API calls, or any programmatic means not expressly provided or authorized in writing by GreenSight is prohibited and constitutes a material breach of these Terms. Inspection of network traffic, browser developer tools, or other methods to discover or derive backend endpoints, APIs, or internal service addresses does not constitute authorization to access those endpoints.
5.2 Fair Use and Rate Limiting
GreenSight reserves the right to implement and enforce reasonable rate limits, session limits, or other usage controls to ensure equitable access and platform performance for all users. You shall not attempt to circumvent, disable, or interfere with any such controls.
5.3 Billing for Unauthorized Access
Any usage of the Services through unauthorized means (including direct API or endpoint access) shall be billable at the applicable pricing rates. GreenSight reserves the right to determine the volume of billable usage generated through unauthorized access based on its system logs and records. Unauthorized access may also result in immediate suspension or termination of your account.
5.4 Prohibited Conduct
You agree not to:
- Use the Services for any unlawful, harmful, or unauthorized purpose
- Scan non-electronic devices or falsify input data
- Reverse-engineer, decompile, disassemble, copy, or attempt to derive source code from the Services
- Modify, create derivative works of, or attempt to replicate the Services or their functionality
- Resell, sublicense, distribute, or make the Services available to any third party
- Circumvent or manipulate any business logic, including cutlines, pricing algorithms, or routing rules
- Use the Services or any data obtained through the Services to train, develop, or improve any third-party artificial intelligence, machine learning, or competing system
- Resell, sublicense, distribute, or make available to any third party any pricing data, valuation estimates, market insights, or other outputs obtained from the Services (all outputs are licensed solely for your internal business use)
- Remove any proprietary notices from the Services
- Attempt to gain unauthorized access to the Services or related systems, including through direct calls to APIs, endpoints, or backend systems
GreenSight reserves the right to suspend or terminate access for violations of these Terms, including but not limited to misuse, unauthorized access, abuse, misrepresentation, or security threats.
6. Availability and Support
6.1 Service Availability
The Services are intended to be available 24/7; however, GreenSight does not guarantee uninterrupted access. Scheduled maintenance, updates, downtime, or technical issues may occur. During any paid subscription period, GreenSight shall provide the Services in accordance with its Service Level Agreement, available at https://www.greensighttech.com/sla.
7. Confidentiality
Each party agrees to protect the other's confidential information using the same degree of care it uses for its own confidential information (but in no event less than reasonable care). “Confidential Information” means any non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential, including pricing, product roadmaps, business strategies, and customer data. Confidential Information does not include information that is publicly available, independently developed, or received from a third party without restriction.
8. Warranties and Disclaimers
8.1 AI and Output Disclaimer
The Services utilize artificial intelligence, machine learning, and third-party data sources. GreenSight does not guarantee the accuracy, completeness, or reliability of any output generated by the Services, including without limitation device identification, classification, pricing insights, appraisal data, grading, valuation estimates, or routing recommendations. All outputs are provided for informational purposes only. You retain sole responsibility and final decision-making authority over any business decisions made in reliance on the Services. GreenSight shall not be liable for any losses or damages arising from your reliance on Service outputs.
8.2 General Disclaimer
Except for any express warranties set forth in a signed MSA or Order Form, the Services are provided “as is” and without warranty of any kind. To the maximum extent permitted by law, GreenSight disclaims all other warranties, express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, neither party shall be liable to the other for any special, incidental, indirect, punitive, exemplary, or consequential damages of any kind, including without limitation loss of profits, loss of revenue, loss of data, business interruption, or downstream revenue impact, regardless of the form of action or theory of liability, even if advised of the possibility of such damages.
9.2 Aggregate Liability Cap
GreenSight's total cumulative liability for all claims arising out of or related to these Terms shall not exceed the greater of: (a) the total amount of fees paid by you to GreenSight during the twelve (12) months immediately preceding the incident giving rise to the claim; or (b) one hundred dollars ($100). For Users operating under an MSA, the liability limitations set forth in the MSA shall apply instead of this section.
9.3 Basis of the Bargain
The limitations and exclusions set forth in this Section 9 shall apply regardless of whether a party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. The parties agree that the fees reflect the allocation of risk set forth in these Terms.
10. Indemnification
You agree to indemnify, defend, and hold harmless GreenSight and its affiliates, officers, directors, employees, and agents from any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) your misuse of the Services; (b) your violation of these Terms; (c) your violation of applicable law; or (d) any allegation that Your Data infringes a third party's intellectual property rights.
11. Term and Termination
11.1 Term
These Terms are effective when you first access the Services and remain in effect until terminated. If you are operating under an MSA, the term and termination provisions of the MSA shall control.
11.2 Termination by GreenSight
GreenSight may suspend or terminate your access to the Services at any time for any reason, including violations of these Terms, upon notice to you. For paid subscriptions, GreenSight will provide at least thirty (30) days' written notice except in cases of material breach, security threats, or illegal activity.
11.3 Termination by You
You may terminate your use of the Services at any time by ceasing all use and providing written notice to GreenSight. Termination does not relieve you of the obligation to pay all fees accrued through the effective date of termination.
11.4 Effects of Termination
Upon termination: (a) your license to use the Services is immediately revoked; (b) you shall pay all accrued and unpaid fees; (c) GreenSight shall make Your Data available for export for a period of thirty (30) days following termination, after which GreenSight may delete Your Data. Sections 1, 3 (for accrued obligations), 4, 5, 7, 8, 9, 10, 12, and 13 shall survive termination.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in San Luis Obispo County, California for any disputes arising out of or related to these Terms. You waive any objection to the exercise of jurisdiction over you by such courts and to the venue of such courts.
13. General Provisions
13.1 Entire Agreement
These Terms, together with any applicable MSA, Order Forms, Product-Specific Terms, and the Privacy Policy, constitute the entire agreement between you and GreenSight with respect to the subject matter hereof.
13.2 Amendments
We may update or modify these Terms at any time. If material changes are made, we will update the “Last Updated” date and provide reasonable notice (which may include email notification or in-app notice). Continued use of the Services after changes constitutes acceptance of the updated Terms.
13.3 Assignment
You may not assign these Terms without GreenSight's prior written consent. GreenSight may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
13.4 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Waiver
No waiver of any breach of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach. No waiver shall be effective unless in writing.
13.6 Force Majeure
GreenSight shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, third-party service failures, telecommunications failures, or other force majeure events.
13.7 Independent Contractors
The relationship between you and GreenSight is that of independent parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
13.8 Notices
All notices under these Terms must be in writing and delivered by email or other electronic means. Notices to GreenSight should be sent to [email protected]. Notices to you will be sent to the email address associated with your account.
14. Contact Us
If you have questions about these Terms, please contact:
GreenSight Technologies, Inc.
Legal Department
872 Higuera Street, San Luis Obispo, CA 93401
Email: [email protected]
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.