Platform Terms of Service

THESE TERMS OF SERVICE ("TOS") GOVERNS YOUR USE OF CERTAIN SERVICES AND EQUIPMENT (AS DEFINED BELOW) THAT ARE ORDERED FOR A FEE, SUCH AS THROUGH AN ORDER FORM, AND PROVIDED BY GREETER, INC. ("GREETER"). BY ACCEPTING THESE TOS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TOS, CUSTOMER AND GREETER AGREE TO THESE TOS. IF YOU ARE AGREEING TO THESE TOS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TOS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TOS, CUSTOMER SHALL NOT USE THE SERVICES OR EQUIPMENT.

1. Definitions

Capitalized terms used in these TOS and the Order Forms have the following meanings:

"Customer Data" means any content, data and information provided by Customer to Greeter in connection with Customer's use of the Services and Equipment.

"Equipment" means digital screens or other hardware ordered by Customer for use with the Services.

"Greeter Data" means all data generated, stored or collected by Greeter that is not Customer Data.

"Greeter IP" means the Platform (in source and object forms), Greeter Data, and Greeter's other proprietary technology, including software tools, hardware designs, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Greeter or licensed to Greeter from a third party) and also including any derivatives, improvements, enhancements or extensions of Greeter IP conceived, reduced to practice, or developed during the term of these TOS.

"Platform" means Greeter's proprietary software platform that Greeter provides remote access to and use of as part of the Services. The Platform includes without limitation, all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein.

"Services" means AI-powered storefront marketing services, including technical support and maintenance, and any other services as more particularly described in each Order Form governed by these TOS.

"Third Party Content" means all content submitted by third parties to Customer through the Services.

2. Payment

Customer shall pay Greeter the fees set forth in each Order Form ("Fees"). All fees charged for Services and Equipment are exclusive of all taxes and similar fees now in force, enacted or imposed in the future on the transaction and/or the delivery of Services and Equipment, all of which Customer will be responsible for and will pay in full, except for taxes based solely on Greeter's net income. Customer shall pay the Fees payable to Greeter hereunder within 30 days of receipt of invoices submitted by Greeter. All payments hereunder shall be in U.S. dollars and made, at Greeter's option, by check, wire transfer, automated clearing house, or credit card. If Greeter accepts payment via credit card, Customer must reimburse Greeter all credit card processing fees. Any unpaid and uncontested balance due and owing will incur a late fee of 1.5% per month. In addition, if any invoice remains unpaid for more than 30 days, Greeter may suspend Services after giving 10 days' written notice to Customer, until Greeter has been paid all amounts due. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein, and Customer shall notify Greeter in writing of the reason for Customer's dispute.

3. Confidential Information

During the course of the performance of the Services, each party may be given access to information that (i) relates to the other's past, present, and future research, development, business activities, products, services, pricing, and technical knowledge, and (ii) has been identified as confidential or that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself ("Confidential Information"). In connection therewith, the following subsections shall apply:

• Neither party shall disclose or use the Confidential Information of the other party except as expressly provided herein or as required in connection with the performance of the Services;
• Each party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but with no less than a reasonable degree of care;
• The Confidential Information may not be copied or reproduced without the discloser's prior written consent;
• Each party shall return to the other or destroy all Confidential Information made available hereunder, including copies thereof, whether contained in notes, documents, computer programs, or other materials upon the first to occur of (a) completion of the Services or (b) request by the discloser. However, Greeter may retain, subject to the terms of this Section, copies of the Confidential Information pursuant to an automated archival process used in the ordinary course of business. Each party will, within five days of written request from the other party, provide the requesting party with a certificate signed by an officer, verifying that all such materials have been returned or destroyed;
• Nothing in these TOS shall prohibit or limit either party's use or disclosure of information (including, but not limited to ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of confidence, (ii) independently developed by it without any use of the other party's Confidential Information, (iii) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information, or (iv) which is or becomes publicly available through no breach of these TOS; and
• If either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other party, it shall provide prompt notice to the other of such receipt, and shall cooperate at the other party's expense, with any efforts to prevent the disclosure of the Confidential Information. The party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to the extent required by applicable law.

4. General Representations and Warranties; Disclaimer

Greeter represents and warrants that: (i) it has full right, power, and authority to enter into and perform its obligations under these TOS; (ii) the Services will perform materially in accordance with the terms of these TOS and Greeter's written documentation; (iii) the functionality of the Services will not be materially decreased during the term of any Order Form; and (iv) it has the right, title, and interest to the Services sufficient to grant the rights granted under these TOS.

Customer represents and warrants that it: (i) has full right, power, and authority to enter into and perform its obligations under these TOS; (ii) owns rights to Customer Data provided to Greeter; (iii) use Services and Equipment as intended and shall not tamper the Equipment; and (iv) shall comply with applicable laws.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TOS, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GREETER EXPRESSLY DISCLAIMS AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY CUSTOMER CONTENT, SOCIAL SITE CONTENT OR THIRD PARTY CONTENT.

5. Equipment Lease; Feedback; Restrictions

If Customer orders Equipment for use with the Services, Greeter will lease such Equipment to Customer for the duration of the applicable Order Form. These TOS constitutes a true lease, not a sale or financing arrangement. Customer shall provide space, power, and connectivity for the Equipment. Customer assumes risk of loss of any Equipment, except to the extent caused by Greeter's negligence or willful misconduct. Upon termination or expiration of these TOS or an Order Form, Customer must return all Equipment within fifteen (15) days or allow Greeter access to retrieve it.

Subject to the terms, conditions, and limitations of these TOS, Greeter grants to Customer, under the Greeter IP, a limited and non-exclusive right and license to access and operate the Services and Equipment during the term of each applicable Order Form solely for the purpose of Customer's internal business operations.

Customer will access the Platform using username and passwords. User names and passwords will only be issued to employees of Customer or third parties that Greeter approves in writing. Customer shall immediately notify Greeter of any unauthorized disclosure or use of the passwords or access to the Platform or the need to deactivate passwords and provide to Greeter its reasonable cooperation to remedy such unauthorized disclosure or use. Passwords are subject to cancellation or suspension by Greeter upon the misuse of passwords by Customer.

Greeter shall have the perpetual, royalty-free, transferrable right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer, whether verbally or in writing, relating to the Greeter IP.

Customer shall not, and shall not allow third parties, to: (a) sublicense or distribute the Greeter IP in any manner; (b) create derivative works of the Greeter IP; (c) reproduce or copy the Greeter IP in any manner; (d) rent, lease, or sell the Greeter IP; (e) modify, decompile, disassemble, or otherwise reverse engineer the Greeter IP; (f) use the Greeter IP for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (g) transfer the Greeter IP or the limited license granted herein to another party. Upon termination of these TOS, all license rights to the Platform shall terminate. All rights to the Platform and the Greeter IP not expressly granted herein are reserved by Greeter.

6. Updates; Other Modifications

Updates to the Platform will be provided at no charge to Customer. Certain major functional updates or enhancements may, however, in Greeter's discretion, be considered new products that will be made available to Customer at an additional charge. Customer shall be under no obligation to subscribe to such new products and Customer's election not to subscribe to such new products shall not affect any of the features and/or functionality of the Services described in an Order Form.

Greeter reserves the right to modify or discontinue any feature or functionality thereof at any time upon 30 days' prior notice to Customer. If any modification or discontinuation of the Services results in a material degradation, then Customer shall identify and include a detailed description of the material degradation in a written notice to Greeter. If the identified material degradation is thereafter agreed upon by Greeter and not corrected by Greeter within 30 days of Greeter's receipt of such notice from Customer, then Customer may terminate the affected Order Form upon 30 days' prior written notice.

7. Ownership; License to Customer Content and Third Party Content; Machine Learning

Customer owns all Customer Data. Third Party Content is owned or licensed by the third party that submits such content to Customer directly or through the Platform. Customer grants Greeter a limited, non-exclusive, royalty-free, irrevocable (during the term of these TOS), sublicensable, world-wide license to use, display and distribute Customer Data and Third Party Content as necessary to provide, improve, and monitor the Services for the duration of these TOS.

Greeter owns all Greeter Data and Equipment. Greeter may also monitor use of the Platform, gather general statistical information about use of the Platform and use Customer Data and Third Party Content for statistical, analytical and other aggregate use, provided that such data is aggregated with the data from other Greeter customers or users in a manner that does not allow Customer's data to be separated from the aggregate data and identified as relating to Customer or any Customer customer.

Customer Data and Third Party Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Greeter's Services and Equipment, including third-party components of the Services and Equipment, and Customer authorizes Greeter to process its Customer Data and Third Party Content for such purposes. However, (a) Customer Data and Third Party Content must be aggregated before it can be used for these purposes, and (b) Greeter will use commercially reasonable efforts consistent with industry standard technology to de-identify Customer Data and Third Party Content before such use. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Services that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

8. Term and Termination

These TOS is effective as of the Effective Date and will remain in effect so long as any Order Form remains in effect, unless otherwise terminated as provided herein. If these TOS terminate as a result of there being no active Order Forms, these TOS will automatically become effective again in the event that a new Order Form is entered into by and between the parties. Either party may terminate these TOS for cause if the other party materially breaches the TOS and fails to cure such breach within thirty (30) days after written notice, or if the other party becomes insolvent, files for bankruptcy, or undergoes similar proceedings. Neither party has the right to terminate these TOS or an Order Form for convenience. Sections 4, 5, 9, 11, 12, 14, and 19 shall survive termination of these TOS and any remedies for breach of the TOS shall survive termination or expiration.

9. Indemnification

Customer shall, at its expense, defend, indemnify, and hold harmless Greeter, its suppliers and affiliates from and against any claims, lawsuits, or proceedings brought against Greeter by a third party arising from the Customer's use of the Services and Equipment in a manner not authorized by these TOS, or from the Customer Data or Third Party Content, or from any content or application not provided by Greeter. Customer will indemnify Greeter against damages, legal fees, and costs awarded against Greeter or part of a settlement approved by Customer.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL DAMAGES (INCLUDING LOST PROFITS) OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3 (PAYMENT). EXCEPT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THESE TOS OR CLAIMS CONCERNING INDEMNIFICATION, CONFIDENTIALITY, AND GREETER'S OWNERSHIP OF INTELLECTUAL PROPERTY, EACH PARTY'S TOTAL LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, AND NOT WITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY) UNDER THESE TOS WILL IN NO EVENT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO GREETER BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

11. Insurance

Greeter will obtain and at all times during the term of these TOS maintain at its own expense, the minimum insurance coverages set forth below.

• Statutory workers' compensation insurance and employer's liability insurance with limits of not less than $500,000.
• Commercial General Liability insurance with limits of not less than $1,000,000 each occurrence, $2,000,000 general aggregate.
• Professional Liability/Errors & Omissions insurance with limits of not less than $2,000,000 each occurrence, $2,000,000 general aggregate.

12. Notices

All notices and other communications required or permitted under these TOS shall be in writing and delivered: (i) personally; (ii) by first class mail, postage prepaid, certified and return receipt requested; (iii) via a nationally recognized overnight courier; (iv) via email; or (v) via facsimile, to the applicable party at the addresses set forth above, unless, by notice, a party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered or 5 days after deposit in the mail as specified.

13. Independent Contractors

Neither party has any ability to bind the other party to any agreements or other obligations and will not attempt to do so. These TOS does not grant any party any right or authority to, and neither party will make any statements, representations, or commitments on behalf of the other party. Greeter and Customer are independent contractors, and nothing in these TOS creates any partnership, joint venture or agency relationship. As between each other, each party is fully responsible for all persons and entities it employs or retains.

14. Publicity

Greeter may reproduce and display Customer's logos, trademarks, trade names and similar identifying material on Greeter's website and in Greeter's marketing materials for the purpose of referring to Customer as a customer of Greeter. Customer further agrees that the Services and Equipment may be branded on with an identifying mark similar to "Powered by Greeter" or as otherwise agreed by the parties in writing.

15. Force Majeure

Except for the obligation to pay money, neither party shall be liable for any delays or failures in performance to the extent such delays are caused by labor strikes, war, civil unrest, natural disasters, or other similar circumstances beyond its control.

16. Assignment; Delegation

Neither party may assign its rights or obligations under these TOS without the advance written consent of the other party, except in the event of a merger or a sale involving all, or substantially all, of a party's stock or assets. Any attempted assignment in violation hereof shall be voidable at the other party's discretion. Greeter may utilize third parties to assist Greeter with certain of the Services and Equipment, provided that the use of a third party will in no way mitigate Greeter's obligations herein, and Greeter will be fully liable for any acts or omissions of any third party service provider.

17. Modifications

Greeter reserves the right, in its discretion, to change, modify, add to, or remove portions of these TOS (collectively, "Changes"), at any time. Greeter will notify you of Changes by sending an email to the address identified in your account and by posting a revised version of the TOS incorporating the Changes to its website. Customer's continued use of the Services and Equipment following notice of the Changes, will mean that Customer accepts and agrees to the Changes. Such Changes will apply prospectively beginning on the date the Changes are posted to the website.

18. Miscellaneous

The failure of either party to enforce its rights under these TOS at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to these TOS, an Order Form or the scope of the Services will be effective unless in writing and signed by both parties. Greeter shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change is agreed upon by the parties in writing. Greeter and Customer shall use good faith efforts to negotiate such changes expeditiously. In the event that any provision of these TOS shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these TOS shall otherwise remain in full force and effect and enforceable. These TOS (along with any Order Forms) constitutes the entire, complete and final understanding and agreement by and between the parties with respect to the subject matter of these TOS, and supersedes any prior oral or written agreements with respect to the subject of these TOS. These TOS shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof. Further, the parties agree that any claim or cause of action under or relating to these TOS shall be brought in the state or federal courts located in New York, New York and the parties agree to submit to the exclusive personal jurisdiction of such courts.