Terms of service

BY CLICKING “I AGREE”, REGISTERING AS A USER, ACCEPTING AND EXECUTING A SALES OR SERVICE PROPOSAL (in either case, a “PROPOSAL” OR “ORDER”) FROM GREENSIGHT AGRONOMICS, INC. OR ITS AFFILIATES (“GreenSight,” “US,” OR “OUR”) INCORPORATING OR REFERENCING THESE TERMS, OR OTHERWISE ORDERING, RECEIVING, ACCESSING, OR USING OUR SERVICES, LEASED EQUIPMENT (e.g., DRONES), OR OTHER PRODUCTS (e.g., MOWERS AND RELATED ACCESSORIES AND PARTS FROM OUR SUPPLIERS) (AS EACH ARE DEFINED BELOW) IN ANY WAY YOU AGREE TO BE BOUND TO THESE TERMS AND CONDITIONS (THESE “TERMS”).

You may not order, access, or use the Services, Leased Equipment, or Other Products, or accept these terms and conditions, if (a) you are not of legal age to form a binding contract; or (b) you are prohibited by law from receiving or using the Services, Leased Equipment, or Other Products. You are entering into these terms and conditions on behalf of a company or other legal entity as indicated in your log-in or registration information, and represent that you have the authority to bind such entity to these terms and conditions and hereby do, and all information you provide in connection with the registration is accurate. “You,” “your,” or “Customer“ will refer to such entity (and you as an individual, as appropriate or necessary to protect our interests if such entity does not exist or claims not to be bound to these Terms). The Services are intended only for businesses, and are not intended for individual personal consumers. If you are an individual consumer (natural person), you will only be subject to these Terms to the extent permissible by law and may have other consumer protections in your applicable jurisdiction.

GreenSight may make certain functions and features of the Services available without charge, such as certain staffing and planning functions or features (collectively “Free Services”), and other functions and features of the Services for a charge (“Premium Services”). GreenSight may require payment in advance for certain Services, Leased Equipment, or Other Products.

As part of the Services, GreenSight may make recommendations regarding Other Products (e.g., mowers designed and manufactured by third party original equipment manufacturers (“OEMs”)) based on its experience regarding other customers, and provide you Other Products manufactured or supplied by such OEMs based on the specifications such OEMs publish or provide GreenSight. GreenSight will pass through to you any OEM warranties it is authorized by the OEM to pass-through to you as an independent OEM distributor, dealer, or otherwise, but GreenSight is not responsible for the performance, safety, or liability of such OEMs or their Other Products to the maximum extent permitted by law. You acknowledge and agree that such recommendations may not result in the desired or anticipated results due to factors and circumstances outside of our control, including those unique to your property or environment, such as weather, climate, soil, or other environmental variables, or the performance of OEMS or Other Products. You are responsible for the decisions and purchases you make based on GreenSight’s Services and recommendations, and acknowledge and agree that when GreenSight sells, installs, or services Other Products from OEM(s) those transactions are distinct and independent from GreenSight’s other Services and Leased Equipment. However, GreenSight will use commercially reasonable efforts to integrate and interoperate the foregoing with its own Services and Leased Equipment.

THESE TERMS ARE A LEGAL AGREEMENT, AND INCLUDE LIMITATIONS OF LIABILITIES AND REMEDIES AND OTHER PROVISIONS LIMITING YOUR RIGHTS. PLEASE READ CAREFULLY.

1. Introduction and Certain Definition

These Terms will govern the Services, Leased Equipment, and Other Products that Customer orders, uses, or subscribes to. If Customer is subscribing to Premium Services through a Proposal or other method approved by GreenSight, such Premium Services will be subject to such Proposal and these Terms (which are hereby incorporated into such Proposal). If Customer is using or subscribing to Free Services, such Free Services are also subject to these Terms.

The following capitalized terms have the meanings set forth below when used herein:

“Documentation” means the information regarding the Leased Equipment and Services specified in the Proposal, in any technical and requirements documents referenced in the Proposal or posted on the Web Portal (as may be updated from time to time by GreenSight), or in written service manuals or technical requirement documents delivered to Customer by GreenSight (excluding sales or promotional materials).

“Golf Course” or “Field” means the golf course or courses or field or fields that the provides will be covered by the Imaging and Analytics Services

“Images and Data” means the images of and data regarding Golf Course(s) or Fields(s) collected by the Drone(s) or generated by the Imaging and Analytics Services

“Imaging and Analytics Services” mean, collectively, as described in more detail in the and Documentation: (a) the imaging of Golf Course(s) performed by the Drone(s) during their Scheduled Flights and delivery of Images and Data to Customer; (b) plant health and information analytics performed automatically by GreenSight’s proprietary software on GreenSight’s computers based on the Images and Data collected by the Drone(s) of Customer’s golf course during Scheduled Flights and transmitted to the Web Portal via the Internet; (c) providing Customer remote web-based access via the Web Portal to current and previous Images and Data and related information generated by Drone(s) and the Services; (d) Customer alerts both on the Web Portal, and by email and text to Customer, regarding issues and potential problems as determined by the Services’ analytics; and (e) additional imaging, analytics, notification, and related services (other than Regulatory Support Services) that GreenSight may make available from time to time to subscribers of its services either at no additional charge or, if provided for an additional fee, which Customer elects to subscribe to. “Regulatory Support Services” mean information and support services to facilitate Customer in obtaining certain regulatory licenses or waivers from the Federal Aviation Administration, if ordered in the Proposal and as further described in Section 3.7.

“Leased Equipment” means, collectively, the following provided to Customer by GreenSight: (a) the GreenSight unmanned aerial vehicle (a “Drone”) or, if the Proposal expressly provides for more than one Drone, the Drones, (b) for each drone provided, the corresponding charger, (c) radio relay box and antenna (a “BTS Relay”), and (d) any other equipment provided by GreenSight to Customer, including for storage, use, or to connect with a Drone, excluding Other Products (e.g., mowers and other OEM Products). Leased Equipment does not include Other Products, such as OEM mowers and related parts and accessories which are expressly identified as being sold (not leased to Customer). Leased Equipment will also include any equipment expressly identified as being leased (or provided on a subscription basis).

“Other Products” or “OEM Products” are used interchangeably and mean mowers and other equipment, kits, accessories, and parts designed and manufactured by third parties that are sold by GreenSight to Customer, excluding Leased Equipment (e.g., Drones, BTS Relays). OEM Products may include Husquvarna or other OEM mowers and mower stations, kits, accessories, parts, blades, cables, and other similar items.

“Scheduled Flights” means a scheduled and automated flight of a Drone over the Golf Course or Field along a flight path preprogrammed by GreenSight during installation, during which the Drone collects Images and Data regarding the Golf Course or Field which is then sent electronically to GreenSight by the BTS Relay via the Internet.

“Services” means, collectively and as applicable to Customer, the Free Services and Premium Services, including Imaging and Analytics Services, the maintenance and support services described in Section 3.3, the design, installation, integration, or other services described in Section 3.2, Regulatory Support Services described in Section 3.7, if applicable, or other applicable services, functions, or features relating to Leased Equipment or Other Products. “OEM Product Services" mean Services relating to the installation, maintenance, and support of Other Products and only apply as expressly indicated on a Proposal.

“Web Portal” means GreenSight’s website at https://dashboard.greensightag.com (or at such other website address as GreenSight may designate) where Customer may log in to its account (using username and passwords issued to it by GreenSight).

2. Equipment and Products

This Section 2 only applies to Customers who have ordered Leased Equipment or Other Products from GreenSight. Sections 2.1 through 2.4 apply to Leased Equipment only. Section 2.5 and any supplemental product terms attached to these Terms or accompanying a Proposal or Order (“Third Party Product Terms”) apply to all Other Products.

2.1 Use of Leased Equipment During Subscription Term.

GreenSight hereby grants a lease to Customer and Customer hereby agrees to lease from GreenSight the Leased Equipment delivered by GreenSight to Customer under the Proposal during the Subscription Term solely for Customer’s use of the Leased Equipment (and related Services). GreenSight will be responsible for the installation, configuration and maintenance of the Leased Equipment as described herein. Customer will not make any modifications, additions or alterations to any Leased Equipment. Customer will be responsible for any loss of or damage relating to the Leased Equipment (including but not limited due to theft, fire, vandalism, lighting, or storms), other than normal wear and tear, that is not solely and directly attributable to the Leased Equipment malfunctioning.

2.2 Delivery of Leased Equipment.

GreenSight shall deliver to Customer’s address specified in the Proposal all Leased Equipment specified by the Proposal, and risk of loss of or damage to the Leased Equipment so delivered will pass to Customer, F.O.B. GreenSight’s shipping point, except that title to the Leased Equipment will remain with GreenSight and its suppliers. Any delivery dates provided by GreenSight to Customer are non-binding estimates only and Customer shall have no claim against GreenSight for any delays. GreenSight shall pay all shipping, handling, customs, duties, taxes, freight, insurance, and other charges associated with shipments of the Leased Equipment to Customer, provided that Customer shall be responsible for such costs when returning Leased Equipment to GreenSight in accordance with Section.

2.3 Return of Leased Equipment at End of Subscription Term.

Customer will return the Leased Equipment to GreenSight within thirty (30) days of expiration or termination of the Subscription Term in the same condition and working order as when delivered to Customer, reasonable wear and tear excepted. The return of such Leased Equipment to GreenSight shall constitute Customer’s full release of any leasehold rights or possessory interest in such Leased Equipment. Customer assumes any and all risk of loss or damage to any Leased Equipment until such Leased Equipment are returned to and received by GreenSight in accordance with the terms and conditions of this Agreement, reasonable wear and tear excepted. To the extent any Leased Equipment are lost or damaged prior to Customer’s return to GreenSight, Customer shall pay GreenSight the cost to repair such Leased Equipment or, if lost or damaged such that not practical to repair, the full purchase price of such Leased Equipment (any such price to take into account any specialized alterations, customization or development of the Leased Equipment for purposes of the providing the Services) (the “Leased Equipment Price”).

2.4 Failure to Return Leased Equipment at End of Subscription Term.

If Customer does not return the Leased Equipment to GreenSight within thirty (30) days of expiration of termination of the applicable Subscription Term (as required under Section 2.3 above), then Customer shall be deemed to have elected to purchase the Leased Equipment and GreenSight shall invoice, and Customer shall pay GreenSight the Leased Equipment Price. Customer understands and acknowledges that GreenSight shall have no obligation to provide any Services following the termination or expiration of the Subscription Term and that without such Services the Leased Equipment will not be able to perform its intended function and will have little to no value to Customer.

2.5 Other Products: OEM Products.

Customer may order Other Products from GreenSight from time to time as agreed in a Proposal or Order. Subject to the other Terms and any applicable Third Party Product Terms, GreenSight shall deliver to Customer’s address specified specified in the Proposal or Order, if any, and title and risk of loss of or damage to the Other Product will pass to Customer, F.O.B. GreenSight’s shipping point, unless otherwise agreed. Any delivery dates provided by GreenSight to Customer are non-binding estimates only, and Customer shall have no claim against GreenSight for any delays. Unless expressly agreed otherwise in writing, Customer shall pay all shipping, handling, customs, duties, taxes, freight, insurance, and other charges associated with shipments of the Other Product to Customer. Customer will be responsible for any loss of or damage relating to the Other Products (including but not limited due to theft, fire, vandalism, lighting, or storms) and providing any required power and connectivity to and for the Other Products. However, as and if agreed and paid for in a Proposal or Order, GreenSight will provide OEM Product Services pursuant to these Terms and any applicable Third Party Product Terms.

2.6 Security Interest.

GreenSight (and/or the OEM or other third party designated by GreenSight) shall retain a security interest in the Leased Equipment and OEM Products, until Leased Equipment is returned and OEM Products are paid in full in accordance with the Terms. If requested, Customer shall, as to any Leased Equipment or OEM Products not paid for in full by Customer prior to shipment, execute such security interest and Uniform Commercial Code documents as may be requested by GreenSight (or such designated OEM or third party) and do such other acts and execute such other instruments as reasonably requested to give a valid lien on such Leased Equipment or OEM Products.

3. Services

This Section 3 describes certain Services that GreenSight may offer. Other Services may be described in GreenSight’s Documentation or available on the portal or as identified in a Proposal. Freemium Services may be discontinued or changed at any time at GreenSight’s discretion and may include a limited portion of some Premium Services at GreenSight’s discretion. Not all of the Services described below may be applicable to you if you are not paying for the applicable Service.

3.1 Imaging and Analytics Services.

During the Subscription Term, GreenSight will provide the Imaging and Analytics Services to Customer in accordance with the descriptions and terms contained in the Proposal and Documentation applicable to the level of services, if any, specified in the Proposal (the “Monitoring Services Documentation”). As part of the Imaging and Analytics Services during the subscription period: (a) GreenSight will schedule each week each week up to the number of Scheduled Flights specified in the Proposal (or, if no specific number is specified, then three flights per week for eligible Customers receiving Premium Services) by the Drone(s). A Scheduled Flight may automatically cancel or abort if (i) the egress from the launch point is blocked or interfered with, (ii) the weather conditions are not within the safe operating parameters specified in the applicable Documentation, (iii) other conditions subsequently adopted by GreenSight (and posted on its website or the Web Portal) for safety or compliance with applicable laws or regulations are not met, or (iv) GreenSight has a good faith concern regarding safety or risks relating to personal injury, death, property damage, or compliance with applicable laws or regulations. Prior to launching each Scheduled Flight, GreenSight may require a Customer employee or agent to be present at the launch point at the time of the launch to confirm (using a mobile device with a wireless Internet connection) that no person or object is blocking the egress from the launch point and that it is safe to launch. (b) Customer will have remote access via the Internet to the Web Portal to view Images and Data transmitted to GreenSight by the Drone(s) and Leased Equipment and images and results generated by the Imaging and Analytics Services as further described in the Proposal and applicable Documentation. Customer will be provided with one or more individual user name and corresponding passwords to enable Customer’s authorized users to access the Web Portal and Customer’s Images and Data on the Web Portal, and Customer will not permit persons who are not authorized by Customer to access such user names and passwords and shall ensure that any authorized users do not disclose the user name password to any third party. GreenSight will endeavor to make the Web Portal accessible twenty-four (24) hours, seven (7) days a week, provided, however that GreenSight and its service providers may perform scheduled or unscheduled maintenance and access to the Web Portal may be impaired or interrupted while such maintenance is being performed.

3.2 Installation of Drones and BTS Relays.

Customer shall provide GreenSight with a location on or adjacent to the applicable Golf Course or Field to install a BTS Relay for each Drone leased under the applicable Proposal that meet GreenSight’s technical and safety requirements, including any applicable state or federal laws or regulations, for a Drone to be stored and launch from. Customer shall provide GreenSight with access to and from such site in order to allow GreenSight to install Leased Equipment and, if necessary, to provide the maintenance and support services described in Section 3.3 below. Customer shall be responsible for providing the power and Internet access required for the Leased Equipment in the Documentation, including the necessary connections at such site at the time of installation so that GreenSight may connect the BTS Relay to the required power and Internet connections. Customer may not move the BTS Relay from any installation site, without GreenSight’s approval.

3.3 Maintenance and Support Services for Leased Equipment; Support for Use of Web Portal and Services.

During the term of the applicable subscription and if applicable to Customer’s Services, GreenSight will provide Customer with the maintenance and support services for the Leased Equipment as set forth in the Documentation applicable to the level of services, if any, specified in the Proposal. GreenSight will provide Customer with email and phone support during GreenSight’s business hours with respect to questions and issues in accessing and using the Web Portal and Imaging and Analytics Services.

3.4 Network and Internet Connections.

Customer understands and agrees that GreenSight’s provision of the Imaging and Analytics Services relies on each Drone’s BTS Relay connection to the Internet, and Customer will be solely responsible for Internet connection, including connections to the Customer’s wired or wireless network for applicable Leased Equipment. To the extent that any Leased Equipment fails to connect to the Internet via Customer’s wired or wireless network, GreenSight will not be able to provide Imaging and Analytics Services and GreenSight will not be liable for such failure. For purposes of clarity, as between the parties, Customer is, and will remain, solely responsible for the support and maintenance of Customer’s computer network and Internet connection and service

3.5 Use of Leased Equipment.

Customer agrees that: (i) Customer will not make any modifications, additions or alterations to the Leased Equipment; (ii) Customer will not open or access the interior contents of the BTS Relay, or directly access or modify the Drone or any software installed on the Drone or other Leased Equipment, and (iii) Customer will not authorize, permit or allow any third party to take any of the actions prohibited to Customer under clauses (i) and (ii). To the extent that Customer fails to comply with the restrictions set forth in this Section 3.5, the GreenSight Services may be impaired or disrupted and/or GreenSight may be unable to provide accurate Imaging and Analytics Services, and GreenSight will not be liable or responsible for such failure.

3.6 Data License.

Customer hereby grants to GreenSight a non-exclusive, irrevocable, perpetual license to use the Images and Data and any other data or content it provides in connection with any of the Services (including Freemium Services and Premium Services): (i) to provide the Services to Customer; and (ii) for any other purposes, both during and after the Subscription Term, including but not limited to improving or developing the Services or other services, and in connection with aggregating or analyzing such data for statistical analysis or marketing purposes; provided; however, that GreenSight may not use or disclose to a third party such data in any manner that identifies or associates Customer with such Images and Data unless it has Customer’s written permission to do so. Customer represents and warrants that it has obtained any consents necessary to grant GreenSight the rights contemplated in these Terms.

3.7 Optional Regulatory Support Services.

As and if indicated in the Proposal, GreenSight will provide Regulatory Support Services, which may include information or support relating to FAA Part 107 drone licenses and/or FAA airport proximity waivers, based on industry practices and/or publicly available information published by the FAA or other reputable sources that are known to GreenSight. However, GreenSight and its personnel shall not be deemed to be providing any legal or other regulated professional service in connection with such Regulatory Support Services, and Customer remains solely and exclusively responsible for its and its employees’ and agents’ compliance with all applicable laws and regulations notwithstanding any Regulatory Support Services. Regulatory Support Services may not be accurate or comprehensive for all customers or situations, may be or become outdated, may contain errors or omissions, and are not a substitute for Customer obtaining legal counsel in and for its applicable location and circumstances.

3.8 Service Outputs and Recommendations; Disclaimer.

The Services may include outputs, reports, suggestions, or recommendations regarding watering, seeds, fertilization, pesticides, chemicals, the purchase of OEM Products, or otherwise, including frequencies, rates, mixtures, concentration, or other information (collectively “Output”). The Output (or use of it) may not (i) be accurate or safe, (ii) yield optimal results, or (iii) be consistent or compliant with environmental or other laws, regulations, or standards, including laws, regulations, or standards specific to Customer’s location, usage, or circumstances. Customer is solely responsible for the decisions, actions, and omissions it takes (or fails to take) in connection with the Services and Output, and may not rely solely on the Services or Output. Customer is responsible for obtaining appropriate legal, environmental, scientific, health and safety, and other advice from local experts and professionals, and understands that Services and Output are not a substitute for that.To the maximum extent permitted by law, GreenSight disclaims all liability relating to any use of, or reliance on, the Output, including without limitation: (i) Customer’s use of fertilizers, pesticides, or chemicals based on the Output or Services, (ii) whether the Output (or any fertilize, pesticide, or chemical based on the Output or mixture or concentration thereof) is safe or legally compliant with any health, safety, environmental or other law, regulation, or standard, (iii) any personal injury, death, or property damage arising from or relating to the Output (or use thereof), including Customer’s use of fertilizers, pesticides, or chemicals, or (iv) OEM Products, except to the extent solely arising from GreenSight’s willful misconduct . Accordingly, Customer will indemnify and hold GreenSight and its affiliates harmless from any claim, action, fine, or liability relating thereto. This Section applies for all Services and survives any termination or expiration of these Terms.

3.9 OEM Product Services.

GreenSight may offer and provide OEM Product Services, including installation, maintenance and support of OEM Products or various integration services designed to facilitate and enable the interoperation of OEM Products with GreenSight’s other Services and Leased Equipment. OEM Product Services will be provided substantially in accordance with the applicable OEM’s policies, and include commercially reasonable efforts to facilitate integration and interoperability with GreenSight’s other Services. Customer must comply with all OEM and GreenSight policies to be eligible to receive OEM Product Services. Except as expressly provided otherwise, Customer is solely responsible for maintaining, operating, and supporting OEM Products, which may include replacing certain parts and following maintenance, safety, and other recommendations and guidelines.

3.10 Other Third Party Subscriptions or Services

GreenSight may also make available, offer, or resell third party subscription or other services (“Third Party Subscriptions”). Each Third Party Subscription is governed by the terms of service, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third-party provider identified in connection therewith or any applicable supplemental terms provided or posted by GreenSight. Customer’s access or use of Third-Party Subscriptions is solely between Customer and the applicable third-party, except as otherwise provided in this Section. GreenSight has no liability for any such Third Party Subscriptions, and provides no warranty or other commitments regarding such Third Party Subscriptions. GreenSight may cease providing Third Party Subscriptions at any time without entitling Customer to any refund, credit, or other compensation.

4. Fees and Payment

4.1 General

Customer will pay to GreenSight the Service, Leased Equipment, Other Product, subscription, and other fees and prices (each a “Fee” or collectively the “Fees”) set forth in the Proposal (and in any subsequent order document agreed to by Customer, which may arise through online orders and registration through GreenSight’s portal) when due in accordance with such Proposal (or any subsequent written order). With respect to the Services (other than Freemium Services), GreenSight may modify such Fees for any Renewal Subscription Term (as defined below), including by increasing such Fees, upon notice to Customer at least ninety (90) days in advance of the expiration of the Initial or then-current Renewal Subscription Term. However, fees for Services ordered online or through other than a Sales or Proposal are subject to change upon advance notice by GreenSight at any time. Freemium Services are not subject to a Fee so long as the applicable Freemium Service remains a Freemium Service as determined by GreenSight. Fees for Leased Equipment may be included in the subscription Fee as identified in the applicable proposal or order. Fees for the sale of OEM Products (“OEM Product Sale Fees”) and related OEM Product Services (“OEM Product Service Fees”) are separate from Fees for Leased Equipment and GreenSight’s other Services and subject to any applicable Third Party Product Terms. Unless expressly provided otherwise in these Terms, Fees and transactions are non-cancellable and non-refundable.

4.2 Invoice

GreenSight will invoice Customer for amounts owed when due, and Customer shall pay all invoices within thirty (30) days from GreenSight’s invoice date or as otherwise required by the portal when registering or in the Proposal. GreenSight may discontinue performance of the Services or shipping Other Products if Customer fails to pay any sum due and fails to make such payment within ten (10) days of receiving written notice from GreenSight. GreenSight reserves the right to charge and collect a service fee on any unpaid, past-due amounts equal to the lesser of one and a half percent (1.5%) per month or the maximum amount permitted by law, without limiting its other rights and remedies.

Fees for Other Products may be subject to alternative payment terms, including advance payment in whole or in part, as and if specified in the Proposal.

4.3 Taxes

All payments due hereunder shall be net of any applicable sales, use, and other taxes, and Customer agrees to pay (or reimburse GreenSight) any taxes due in connection with the Services, lease of Leased Equipment, and sale of Other Products, excluding taxes on GreenSight’s income; provided, however, that GreenSight shall not invoice Customer for any taxes for which Customer has provided an appropriate exemption certificate for the applicable delivery jurisdiction.

5. Limited Warranties; Disclaimer of Warranty

5.1 Limited Warranty for Leased Equipment and Imagining and Analtyics Services.

During the Subscription Term, GreenSight warrants that the Leased Equipment and Imaging and Analytics Services, when used in accordance with the Documentation and these Terms, will function in accordance with the Documentation in all material respects subject to the other provisions of these Terms. If the Leased Equipment fails to conform to the foregoing warranty, GreenSight will, at its own expense and as its sole obligation, and Customer’s sole and exclusive remedy, for breach of this warranty use commercially reasonable efforts to repair or replace any defective Leased Equipment reported in writing to GreenSight by Customer during the Subscription Term. Replacement Leased Equipment may be refurbished and/or different models, but will be functionally equivalent to the Leased Equipment being replaced. GreenSight will bear all costs of shipping to and from GreenSight under this Section 5.1. If the Imaging and Analytics Services fails to conform to the foregoing warranty, GreenSight will, at its own expense and as its sole obligation, and Customer’s sole and exclusive remedy, for such breach of this warranty use commercially reasonable efforts to correct the Imaging and Analytics Services to work in accordance with the Documentation. GreenSight will have no warranty obligation under or relating to this Section 5.1 to the extent a claim is resulting from or related to (a) any modifications, alterations, or servicing of the Leased Equipment by any party other than GreenSight or GreenSight’s contractors; (b) handling, storage, or use not in accordance with the applicable Documentation; (c) damage from accidents, abuse or misuse; (d) any breakdowns, fluctuations, or interruptions in electric power or the telecommunications network; (e) theft of the Leased Equipment, or damage to or loss of the Leased Equipment caused by Customer, any third party, storms, fires, lightning, natural disasters, riots, vandalism, civil disturbances, acts of war, or other events outside of GreenSight’s reasonable control, (f) mowers and other products, including OEM Products, not performing in accordance with manufacturers’ specifications, (g) Customer’s misuse or failure to maintain, support, and operate mowers or other OEM Products, or (f) any violation of these Terms.

5.2 Limited Services Warranty.

GreenSight represents and warrants that the Premium Services (other than Regulatory Support Services or OEM Product Services) will be performed in a timely and professional manner in accordance with the applicable Documentation; Regulatory Support Services will be performed in accordance with Section 3.7. Customer’s sole and exclusive remedy for a breach of such warranties shall be for GreenSight to re-perform the non-conforming Premium Services at no additional charge, or to terminate the applicable non-conforming Premium Service subscription and receive a refund for the amounts pre-paid for such non-conforming Premium Services not provided in accordance with these Terms if GreenSight is unable to re-perform the applicable Premium Service in accordance with the Terms.

Freemium Services and Output are provided without warranty of any kind. Customer’s sole and exclusive remedy is to terminate and cease using the Freemium Services or Output if there is a defect, problem, or concern relating to the Freemium Services or Output.

5.3 OEM Products and OEM Product Services.

OEM Products and related OEM Product Services are subject only to the express written warranties identified in the applicable Third Party Product Terms or otherwise accompany such OEM Products. OEM Products, even if recommended or provided by GreenSight, may not be appropriate for all customers or fields and are subject to change, wear, and tear, outside of GreenSight’s control. If Customer is subscribing to applicable Services, GreenSight will use commercially reasonable efforts to maintain integration and interoperation between GreenSight Services and applicable OEM Products provided or recommended by GreenSight; however, OEMs may change OEM Products, including software and firmware relating to OEM Products, and GreenSight cannot guarantee or warrant that all integration and interoperation will continue thereafter.

5.4 Customer Warranty.

Customer represents and warrants that it will comply with all applicable laws and regulations relating to it business, operations, and use of the Services, Leased Equipment, and Other Products and cause its employees or agents to do the same and obtain any required licenses or waivers relating thereto, and ensure that Scheduled Flights are not scheduled during or over special events that would violate laws or regulations or result in increased risks and that Output is validated and confirmed by its staff and professionals.

5.5 Disclaimer of Warranty.

Except for the express warranties set forth above, the Services, Output, Leased Equipment, and Other Products are provided on an “as is” basis, and GreenSight disclaims all other warranties with respect to the foregoing provided under these Terms , whether implied, express, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of third-party rights, quiet enjoyment, and accuracy. GreenSight does not warrant that operation, content, or use of the Services, Output, Leased Equipment, or Other Products will be error-free or uninterrupted or that the Services, Output, Leased Equipment, or Other Products will in every case process all Images and Data correctly, or that the alerts and information delivered will provide any certain results (including with respect to the Golf Courses or Golf Courses’ turf and plants), or that the alerts and issues highlighted will capture all potential issues or problems.

6. Limitation of liability

In no event will GreenSight or its suppliers be liable for any consequential, exemplary, special, indirect, or incidental damages, including any damages for lost images and data or lost profits, arising from or relating to the Services, Output, Leased Equipment, Other Products, Documentation, Proposal, or any agreement, proposal, or order between the parties pursuant to which any of the foregoing are furnished, even if GreenSight knew or should have known of the possibility of such damages. GreenSight’s (and its suppliers’) total cumulative liability arising from or related to the Services, Output, Leased Equipment, Other Products, Documentation, Proposal, and any agreement, proposal, or order between the parties pursuant to which any of the foregoing are furnished, whether in contract, tort, or otherwise, will not exceed the Fees paid by Customer to GreenSight for the specific Services, Leased Equipment, or Other Product(s) giving rise to the liability (and if related to a subscription Service or Leased Equipment, during the then current Subscription Term during which such claim arose). This limitation will not be increased by the existence of more than one claim. For clarity and to the extent permitted by applicable law, claims and liability relating to Services (including Imaging and Analytics Services) or Leased Equipment do not give rise to liability (or refunds) relating to OEM Products or OEM Product Services, and are limited to the Fees specifically relating to such Services or Leased Equipment giving rise to liability, as applicable; in addition, claims and liability relating to the OEM Products or OEM Product Services are limited to corresponding OEM Product Fees and OEM Product Service Fees specifically related thereto, respectively, in each case to the maximum extent permitted by law.

7. Indemnification

GreenSight will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Leased Equipment or GreenSight’s provision of the Premium Services infringes any third party intellectual property rights; and GreenSight will pay those damages finally awarded against Customer in any such action that are specifically attributable to such claim or those damages agreed to in a monetary settlement of such action. The foregoing obligation is conditioned on (a) Customer notifying GreenSight promptly in writing of such action, (b) Customer giving GreenSight sole control of the defense thereof and any related settlement negotiations, and (c) Customer cooperating with GreenSight and, at GreenSight’s request and expense, assisting in such defense. If any Leased Equipment or Service becomes, or in GreenSight’s opinion is likely to become, the subject of an infringement claim, GreenSight may, at its option and expense, either (a) procure for Customer the right to continue using the Leased Equipment or Service, (b) replace or modify the Leased Equipment or Service so that it becomes non-infringing, or (c) accept return of the affected Leased Equipment and cancellation of the affected Service and refund to Customer a pro-rated portion of the fees actually paid by Customer to GreenSight for the then current Subscription Term (i.e., the initial or renewal Subscription Term, as applicable) based on the portion of such Subscription Term cancelled or during which the Leased Equipment and Services were not available due to such claim. Notwithstanding the foregoing, GreenSight will have no obligation under this Section 7 or otherwise with respect to any infringement claim based upon (i) any use of the Leased Equipment or Service not in accordance with these Terms or the applicable Documentation or for purposes not intended by GreenSight, (ii) any use of Leased Equipment or Service in combination with other products, equipment, software, or data not supplied by GreenSight, or (iii) any modification or alteration by any person other than GreenSight or its authorized representatives, and Customer will indemnify, defend, and hold GreenSight harmless from and against all claims, suits, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to such infringement claim. This Section 7 states GreenSight’s entire liability, and Customer’s sole and exclusive remedy, for infringement claims and actions. Customer will indemnify and hold harmless GreenSight and its officers, directors, and employees from and against any damages, liabilities, costs and expenses (including attorneys' reasonable fees to counsel and defend against claims) arising out of any actual or threatened claim by any third party relating to or arising from (a) any injury, death or damage to physical property caused by the Services, Leased Equipment, or OEM Products if attributable to or resulting from Customer or any third party modifying the foregoing item, interfering with the movement or flight of a Drone, or moving or interfering with the installation of the Leased Equipment or Other Products, (b) Customer’s use or decisions arising from or relating to the Output or OEM Products, or (c) Customer’s breach of any provision, representation, or warranty in these Terms.

8. Confidentiality

The Services, any benchmark or performance tests relating to the Services (or related Leased Equipment or Other Products), and certain information regarding the Services (or Leased Equipment or Other Products) and GreenSight’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information is considered GreenSight’s “Confidential Information.” The Images and Data and any non-public information regarding Customer that Customer discloses to GreenSight in connection with the Services shall be deemed Customer’s “Confidential Information”. Each party shall protect the Confidential Information of the other party from unauthorized dissemination and use with the same degree of care that it uses to protect its own like information and, in any event, will use no less than a reasonable degree of care in protecting such Confidential Information. Each party will use the Confidential Information of the other party only for those purposes expressly authorized in these Terms. Neither party will disclose to third parties the Confidential Information of the other party without the prior written consent of such party, except to consultants or contractors who have agreed to maintain the confidence of such information and who have a need to have access to such information or as otherwise expressly permitted herein.

9. Ownership of intellectual property

9.1 Intellectual Property Rights.

Customer acknowledges and agrees that GreenSight and/or its suppliers exclusively own all patent, copyright, trade secret, trademark, moral rights, and other intellectual property rights worldwide (collectively, “Intellectual Property Rights”) in and to the Leased Equipment, Other Products, the Services, the Documentation, and all GreenSight Confidential Information. GreenSight and its suppliers expressly reserve all rights not expressly granted to Customer in these Terms. Customer shall not engage in any act or omission that would impair any Intellectual Property Right of GreenSight or any of its suppliers.

9.2 Software Apps for Mobile Devices.

GreenSight may make available software applications (“Apps”) that Customer may download onto one or more mobile devices and use to remotely login to and communicate with the Web Portal. The use of such Apps are subject to these Terms as well as any additional terms and conditions specified when downloading such Apps or attached hereto, including any default terms and conditions of the Apple Store, Google Play or other similar app store from where the App is being downloaded.

9.3 Restrictions.

Customer may not copy, modify, create any derivative work of, or reverse engineer (or decompile or derive the source code of any embedded software) the Leased Equipment, any software associated with the Services, or the Apps (or any software embedded on the Leased Equipment). Customer may not attempt to access the Web Portal through means other than use of the provided logins and passwords.

9.4 Feedback

Any questions, comments, or feedback provided by Customer or is users to GreenSight regarding the Services, Leased Equipment, or Other Products (collectively, “Feedback”) will be deemed non- confidential and non-proprietary information for purposes of these Terms. GreenSight will have no obligation to Customer or any third party with respect to such Feedback, and be free to use and exploit such Feedback in any form or manner and for any purpose and without payment of any consideration to Customer or any third party.

10. Subscription term; Termination

10.1 Subscription Term.

The duration of Customer’s initial lease of the Leased Equipment and subscription to the Services (collectively, the “Initial Subscription Term”) shall commence on the commencement date (specified in the Proposal or determined based on registration or first use if not specified in a Proposal) and continue for the period specified in the Proposal as the initial subscription term (or, if no such time period is specified, then twelve months except as noted below), and shall automatically renew for successive one (1) year terms (each a “Renewal Subscription Term” and, collectively with the Initial Subscription Term, the “Subscription Term”), unless either party delivers written notice to the other party at least sixty (60) days prior to the renewal date of its decision not to renew. Notwithstanding the foregoing, the Subscription Term for Freemium Services is month-to-month unless otherwise stated in the Documentation.

10.2 Termination.

Either party has the right to terminate the Subscription Term by written notice to the other party if the other party is in material breach of these Terms and has not been cured such breach within sixty (60) days after receipt of written notice of such breach. In addition, GreenSight may, at its option, terminate the Subscription Term effective immediately upon written notice to Customer if Customer breaches any of the restrictions, obligations and requirements in Sections 3, 4, and 9.3 of these Terms. In addition, either party may terminate Freemium Services at any time for any reason or no reason. We may also terminate Third Party Services or OEM Product Services if our rights to provide those Services cease for any reason by providing notice to you (and refunding any pre-paid fees for such Services not provided after such notice).

10.3 Effect of Termination.

Upon any termination of the Subscription Term (whether due to expiration of the Subscription Term pursuant to Section 10.1 or termination pursuant to Section 10.2 or other section of these Terms), (a) Customer shall pay to GreenSight all unpaid fees that became due prior to termination or expiration; (b) Customer shall return the Leased Equipment to GreenSight in accordance with Section 2.3; and (c) Sections 2.3, 2.4, 2.5, 2.6, 3.5, 3.6, 3.8, 3.9, 3.10, 4, 5.5, 6, 7, 8, 9, 10, 11 and 12 will survive the termination of these Terms and the Subscription Term.

11. Modifications

GreenSight may change these Terms from time to time at its sole discretion, and if GreenSight makes any substantial changes, GreenSight will inform Customer by sending an email to the last email address provided to GreenSight and/or by posting notice of the change on the Services or related Web Portal.

Any changes to these Terms by GreenSight will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice or thirty (30) calendar days following posting of notice of the change(s), except as otherwise provided below. These changes will be effective immediately for new users or customers of the Services or any new Services. GreenSight may require you to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. Notwithstanding the foregoing, if Customer has a then current Services Proposal with GreenSight for Premium Services and Customer provides GreenSight a reasonable written notice of an objection to any proposed change within such 30 days, then such change will not take effect for Customer until the next renewal (or as mutually agreed) or either party may terminate upon notice; however, Customer may not object to changes that only impacts Freemium Services.

Customer’s continued use of the Service constitutes acceptance of the changes. Please regularly check the Terms.

12. General

The ordering, provisioning, use, and return, as applicable, of the Services, Leased Equipment, Other Products, and related matters under or relating to any Proposal or Order, and any disputes arising therefrom, from these Terms, or otherwise, will be governed by the laws of the Commonwealth of Massachusetts, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding arising from or relating to the transactions under these Terms must be brought in a state or federal court located in Commonwealth of Massachusetts, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that either party may file a claim or take action in any court having jurisdiction to protect its intellectual property or Confidential Information. GreenSight may freely assign its rights or delegate any of its duties hereunder. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under the Proposal, Order, or these Terms without GreenSight’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. All waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All notices, consents, and approvals under these Terms must be delivered in writing by courier, by electronic mail, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in the Proposal (or identified via GreenSight’s registration process) and will be effective upon receipt or five business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party. GreenSight will be excused from liability, delays, performance of its obligations if resulting from acts of God, natural disaster, weather events or storms, fire, strike, embargo, terrorist attack, war, blackout, telecommunications or network failure, insurrection or riot, OEM or supplier failures, delays, or defects, change in applicable laws or regulations, or other causes beyond the reasonable control of GreenSight. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances. Unless the context clearly requires otherwise, “includes” and “including” are not limiting. These Terms may be amended only by a writing signed by both parties. These Terms, the Proposal, and all supplemental terms or exhibits and attached hereto and thereto in a form provided by GreenSight shall constitute the entire agreement between the parties with respect to the matters described. If GreenSight provides a Proposal to Customer, and that Proposal is not timely accepted by Customer and returned to and executed by GreenSight within 45 days from the date of the Proposal (or such other period specified in the Proposal), GreenSight may reject that Proposal or issue a new alternative Proposal that must be accepted or rejected by Customer within 15 days thereafter to be binding. GreenSight expressly rejects any Customer purchase order or other Customer forms, terms, or conditions put forward by Customer that add or vary these Terms.

SUPPLEMENTAL THIRD PARTY PRODUCT TERMS FOR HUSQVARNA PRODUCTS

ALL OEM PRODUCTS MANUFACTURED BY OR ON BEHALF OF HUSQVARNA PROFESSIONAL PRODUCTS, INC. OR THEIR AFFILIATES (OUR “SUPPLIER” OR “OEM”) SHALL BE SUBJECT TO THESE THIRD PARTY PRODUCT TERMS IN ADDITION TO GREENSIGHT’S OTHER TERMS. IF THERE IS A CONFLICT, THESE THIRD PARTY PRODUCT TERMS TAKE PRECEDENCE SOLELY WITH RESPECT TO SUCH OEM PRODUCTS.

1. OEM PRODUCT PRICES

Prices for OEM Products are subject to change if the OEM changes its prices to GreenSight (e.g., to reflect increases in actual costs of major materials and services charged or incurred by the OEM to GreenSight) prior to your acceptance and payment for the OEM Products to GreenSight. GreenSight will use commercially reasonable efforts to mitigate and notify you of any such change. Unless expressly agreed otherwise, Customer shall, in addition to the price for OEM Products, pay all costs of shipment and delivery of the OEM Products and any applicable sales, use, transfer, excise or other taxes, tariffs or duties. Customer shall pay directly or reimburse GreenSight upon being invoiced for any such taxes, tariffs or duties levied upon the sale, use or transfer of the products sold hereunder, and payment shall be due upon receipt by Customer of an invoice from GreenSight for such taxes, tariffs or duties.

2. PATENTS

GreenSight and the OEM reserve the right, without liability to Customer other than refund of any portion of the price paid for OEM Products, to discontinue deliveries of any OEM Products, the manufacture, sale or use of which, in the opinion of the OEM, would infringe any letters patent, industrial design or other intellectual property right now or hereafter issued, registered or existing and under which GreenSight or such OEM is not licensed.

3. OEM PRODUCT LIMITED WARRANTY

THERE ARE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MADE BY FOR OEM PRODUCTS EXCEPT THE EXPRESS WRITTEN LIMITED WARRANTY FURNISHED BY THE OEM WITH EACH APPLICABLE OEM PRODUCT FOR THE BENEFIT OF CUSTOMER AS THE OEM PRODUCT END-USER. OEM’s warranty does not cover any type of shipping damage. OEM warranty policies must be complied with at all times to be eligible for the OEM warranty. As part of any applicable OEM Product Services ordered and paid for through GreenSight Proposals or Orders, GreenSight will reasonably assist Customer in addressing OEM warranty issues.

4. LIMITATION OF LIABILITY

No claim by Customer of any kind relating to OEM Products shall be greater in amount than the purchase price of the OEM Products in respect of which damages are claimed. IN NO EVENT SHALL GREENSIGHT OR THE OEM BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR COVER, OR LOSS OF PROFIT, REVENUE OR USE, IN CONNECTION WITH, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF USE OF THE OEM PRODUCTS SOLD HEREUNDER, OR FOR ANY LIABILITY TO ANY THIRD PARTY WITH RESPECT THERETO. CUSTOMER SHALL INSPECT FOR NONCONFORMITY PROMPTLY UPON RECEIPT. Failure by Customer to give GreenSight written notice of claim within thirty (30) days from date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Customer of all claims in respect of such OEM Products and Customer shall be deemed to have accepted the OEM Products. Any action relating to breaches pertaining to OEM Product Sales or OEM Products Services (other than for nonpayment) must be commenced within one year after the occurrence of the alleged breach. These limitations and disclaimers only apply to the extent permitted by law and may not apply to all individual consumers or in all jurisdictions.

5. CANCELLATION RESTRICTIONS

All Proposals and Orders for OEM Product Sales and OEM Product Services are non-cancellable and non-refundable, unless expressly provided otherwise. If Customer has and exercises a right to terminate any transaction relating to OEM Product Sales or OEM Product Services, Customer shall pay the costs incurred by GreenSight up to the date of termination, including, but not limited to, the costs charged by Suppliers, plus other applicable costs and restocking or reallocation fees determined by GreenSight. Any changes requested by Customer relating to any OEM Product Sales or OEM Product Services are subject to GreenSight’s prior written approval (and reimbursement of applicable fees and costs). If cancelled or terminated for Customer’s default, the agreed price remains due and payable to GreenSight.

Customer acknowledges and agrees that OEM Products function independently of other GreenSight or non-OEM equipment, products, and services. Termination or non-renewal of such other equipment, products, or services does not give rise to a right to cancel, return, or receive a refund in connection with OEM Products or OEM Product Services, unless arising from fraud, willful misconduct, gross negligence, or expressly provided otherwise in the Terms.