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Terms & Conditions

This Service Level Agreement supplements and is subject to the terms of the Master Services Agreement between Greener Technologies, LLC (Provider) and Customer. All capitalized terms not defined herein shall have the meanings set forth in the Master Services Agreement and any applicable Order Form.

 

IMPORTANT NOTICE REGARDING BETA PERIOD:

Beta Disclaimer: 

Provider's product is currently in beta (the “Beta Period”). During this phase, there may be unexpected downtime or service interruptions. Therefore, Provider does not provide any guaranteed uptime or response time during the Beta Period. Customer acknowledges that they are using a beta version of the service and agrees that Provider shall not be liable for any downtime, outages, or errors that may occur during the Beta Period. Provider will use commercially reasonable efforts to address any issues and improve the service's stability.

 

Feedback: 

Customer agrees to provide prompt feedback to Provider regarding any service interruptions or issues encountered during the Beta Period. This feedback will help Provider improve the service and prepare it for general release.

No Service Credits: 

Due to the beta nature of the service, no service credits or refunds will be issued for any downtime or service interruptions experienced during the Beta Period.

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Transition to Post-Beta Period:

The Service will transition from the Beta Period to the post-Beta Period upon the earlier of: (a) Provider's public announcement of general availability of the Service; or (b) September 1, 2025. Provider shall provide Customer with thirty (30) days’ prior written notice of the transition to the post-Beta Period. Provider will notify Customer in writing of the end of the Beta Period.


1. Service Availability (Post-Beta)

1.1 Availabilty. Provider will use commercially reasonable efforts to make the Services available to Customer with an uptime of at least 99.9% during each calendar month (the "Uptime Commitment").

1.2 Exclusions. The Uptime Commitment does not apply to any of the following:

(a) Scheduled Maintenance, which will be performed between 12:00 AM and 4:00 AM Eastern Time on Sundays, with at least 48 hours' prior notice to Customer;

(b) Emergency Maintenance;

(c) any downtime resulting from Customer's network or internet connectivity;

(d) any downtime resulting from Customer's misuse of the Services or breach of this Agreement;

(e) any Force Majeure Event; or,

(f) any unavailability or degradation of the Services that arises from or is attributable to the performance, availability, or functionality of any third-party service, application, or system to which Customer has provided access through the Services. Provider's Uptime Commitment pertains solely to the availability and functionality of the Greener® Hub Service and does not extend to the availability or performance of Customer's own third-party integrations or connections.
 

2. Response and Remediation Times (Post-Beta)

2.1 Use Commercially Reasonable Efforts. Provider will use commercially reasonable efforts to respond to and begin working on resolving Customer support requests within the following timeframes:

  1. Critical Issues:

    1. Response Time: 1 hour.

    2. Remediation Target: Provider will use its best efforts to resolve Critical Issues within 4 hours of initial notification.

  2. High Priority Issues:

    1. Response Time: 4 hours.

    2. Remediation Target: Provider will use its best efforts to resolve High Priority Issues within 2 business days of initial notification.

  3. Normal Priority Issues:

    1. Response Time: 24 hours.

    2. Remediation Target: Provider will use its best efforts to resolve Normal Priority Issues within 5 business days of initial notification.

2.2 Priority Definitions. Provider defines the three priorities as follows:

  1. Critical Issues: A complete outage of the Services affecting all users, resulting in a severe disruption to Customer's business operations.

  2. High Priority Issues: A major functional defect in the Services affecting a significant number of users or a critical function, resulting in a significant disruption to Customer's business operations.

  3. Normal Priority Issues: A minor functional defect, a question about the Services, or an issue affecting a limited number of users, resulting in a minor inconvenience or disruption to Customer's business operations.

 

3. Service Credits (Post-Beta)

3.1 Failure to Meet Uptime Commitment. If Provider fails to meet the Uptime Commitment in any calendar month, Customer will be eligible to receive service credits as follows: 

  1. Downtime between 0.1% and 1%: 5% of the monthly subscription fee; or,

  2. Downtime between 1.1% and 5%: 10% of the monthly subscription fee; or,

  3. Downtime exceeding 5%: 20% of the monthly subscription fee.

 

3.2 Service Credit Claim Process. To claim service credits, Customer must submit a written request to Provider's support department within thirty (30) days of the end of the calendar month in which the downtime occurred.  The request must include the dates and times of the downtime and any supporting documentation.
 

4. Exclusions

 

4.1 The Uptime Commitment and Response Time commitments do not apply to any unavailability, suspension, or termination of the Services, or any other Service performance issues: 

  1. that result from factors outside of Provider's reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, riots, fires, floods, epidemics, pandemics, strikes or other labor problems, internet service provider failures or delays, and denial of service attacks;

  2. that result from any actions or inactions of Customer or any third party acting on Customer's behalf; 

  3. that result from Customer's equipment, software, or other technology; 

  4. that occur during Scheduled Maintenance or Emergency Maintenance; 

  5.  that result from the suspension or termination of Customer's right to use the Services in accordance with the Agreement; or,

  6. that arise from or are attributable to the performance, availability, or functionality of any third-party service, application, or system to which Customer has provided access through the Services. Provider's Uptime Commitment and Response Time commitments pertain solely to the availability and functionality of the Greener® Hub Service and do not extend to the availability or performance of Customer's own third-party integrations or connections.

 

5. Monitoring and Reporting

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5.1 Methods. Provider will monitor Service availability and performance using industry-standard monitoring tools.  Provider will provide Customer, if requested by Customer, with a monthly report detailing uptime performance and support response times.

6. Beta Clause

 

6.1 Service Provided “As Is” and “As Available”. During the Beta Period, the service is provided "as is" and "as available". The provider does not guarantee uptime or any specific response times during this period. Provider may also change the features and functionality of the service during the Beta Period. Customer acknowledges that they are testing beta software and agrees to provide feedback.

7. Amendments

 

7.1 Provider reserves the right to amend or modify this Service Level Agreement from time to time. In the event of any such amendment or modification, Provider shall provide Customer with written notice of the changes at least thirty (30) days prior to the effective date of the revised SLA. The notice shall include a copy of the revised SLA and a summary of the changes.

 

7.2 Customer's continued use of the Services.  Defined as accessing the service, paying an invoice, or using a specific feature, after the effective date of the revised SLA shall constitute Customer's acceptance of the amendments. Alternatively, Provider may require Customer to provide affirmative written acceptance of the revised SLA. If Customer does not provide affirmative written acceptance of the revised SLA within thirty (30) days of Customer's receipt of Provider's notice of the revised SLA, Provider may, at its sole discretion, either (a) terminate this SLA and the related services upon written notice to Customer; or (b) continue the existing SLA in effect with the revised terms, which shall be deemed accepted by Customer upon continued use of the Services as defined above. In the event Provider elects to continue the SLA with revised terms, Provider shall provide written notice to Customer of such election, and the revised terms shall become effective twenty-one (21) days after such notice. If Customer objects in writing to the revised SLA within thirty (30) days of Provider's notice of election to continue with revised terms, Provider and Customer will engage in good faith negotiations for a period of thirty (30) days to resolve the objection. If the parties cannot reach a mutually agreeable resolution within this negotiation period, Provider may, at its sole discretion, either terminate the SLA upon thirty (30) days written notice, or revert to the previous version of the SLA, which shall remain in full force and effect.

 

7.3 Critical Revisions. Notwithstanding the above, if Provider determines in good faith that the revisions to the SLA are critical for security, compliance, or legal reasons, Provider may enforce those changes upon providing Customer with thirty (30) days' written notice. In such a case, Provider shall make reasonable efforts to mitigate the impact of the changes on the Customer's use of the Services and shall engage in good faith discussions with Customer regarding any concerns.

8. Acknowledgement

 

8.1 By utilizing the Services provided by Greener Technologies, LLC under the Master Services Agreement, Customer acknowledges and agrees to the terms and conditions of this Service Level Agreement, including the Beta Period terms and the post-Beta Period service levels. Customer further acknowledges that this SLA is incorporated by reference into and forms a part of the aforementioned Master Services Agreement.

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Effective as of May 1, 2025

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