Terms of Service
GREEN PROJECT TECHNOLOGIES, INC.
TERMS AND CONDITIONS FOR USE OF PLATFORM
Last modified: September 20, 2023
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
These Terms and Conditions for Use of the Green Project Platform (the “Agreement”), are a legally binding agreement between Green Project Technologies, Inc., a Delaware corporation with a place of business at 437 Madison Avenue, 17th Floor, New York, New York 10022, United States (“Green Project”) and the legal entity agreeing to this Agreement without reservations, on behalf of itself and its Affiliates (together with its affiliates, including without limitation its portfolio companies, collectively “Client”). Capitalized terms used herein but not defined shall have the meaning as set forth on the Client Order Form.
This Agreement governs Client’s use of Green Project’s proprietary software (such proprietary software, plus all enhancements, upgrades and other modifications implemented by Green Project, the “Software”) and related offered managed services that are hosted by Green Project (or a third party designated by Green Project) at www.greenprojecttech.com (the “Site”) and that are described in more detail on the Order Form (collectively the “Service”); and your relationship with Green Project. By accessing, visiting, downloading or using our Service, you confirm that you have read and agreed to this Agreement. If you do not agree to this Agreement (or Client has not otherwise separately agreed to applicable terms of use with Green Project), then you are not to access or use our Service.
Client agrees to use the Service pursuant to the terms and conditions of this Agreement, intends to be legally bound, and agrees as follows
1. Service.
(a) During the Term (as defined in Section 9(a)), Green Project will provide to Client, and Client may access and use, the Service through the Site. The Service (a) shall only be available for use by Client as set forth in this Agreement, (b) may only be accessed and used by an Authorized User (as defined in Section 3) located in the United States for Client’s internal business operations and in a manner consistent with any user documentation provided by Green Project, whether on-line or in tangible form, (collectively the “Documentation”) and (c) may be enhanced, updated or otherwise modified at any time by Green Project upon notice to Client with or without an additional amount payable by Client to Green Project; provided, however, that no such enhancement, update or other modification will result in any material reduction in the functionality or quality of the Service. Client may refuse to use any such enhancement, update or other modification, in its discretion, if an additional amount is payable for such enhancement, update or other modification and, if Client refuses any enhancement, update or other modification and Green Project reasonably believes that its ability to render support services pursuant to Section 12 is impaired by such refusal, Green Project will be excused from performing any such support services until Client begins using such enhancement, update or other modification.
(b) In using the Service, Client has no right to access, or use, the source code for the Software. Solely to the extent necessary to enable Client to access and use the Service pursuant to this Agreement, Green Project grants to Client and each Authorized User a non-exclusive, restricted and non-transferable license to use the object code for Software. Solely to the extent necessary or appropriate to provide the Service, Client grants to Green Project a non-exclusive, restricted and non-transferable license to use the Client’s Data (as defined in Section 6(a)).
2. Availability.
The Service is intended to be available on a “24/7” basis. However, there will inevitably be times when the Service is unavailable for scheduled and non-scheduled maintenance. There will also be times when the Service is unavailable for reasons beyond the reasonable control of Green Project. Green Project will use commercially reasonable efforts at all times to minimize times when the Service is unavailable and shall adopt and maintain disaster recovery, business continuity and other similar policies designed to enable Green Project to continue rendering the Service after the occurrence of any event beyond the reasonable control of Green Project that renders the Service unavailable to Client. In addition, Green Project will use commercially reasonable efforts to conduct scheduled maintenance during non-business hours. Any unavailability of the Service for scheduled maintenance or for maintenance caused by an event or occurrence not under the reasonable control of Green Project shall not be taken into account in calculating service levels under this Agreement, if any.
3. Authorized Users.
Client may only permit employees (including employees of its portfolio companies and any wholly-owned affiliates), to the extent set forth on the Order Form or approved in writing by Green Project after the Effective Date specified on the Order Form (individually, an “Authorized User” and collectively, “Authorized Users”) to use the Service. No other individual may use the Service. An Authorized User may only use the Service for the internal business operations of the Client as contemplated in the Documentation, and may not use the Service for any other purpose.
4. Project Managers.
Each party may appoint a project manager in connection with this Agreement. If so appointed, the project manager appointed by a party shall be the primary point of contact with the other party.
5. Use Restrictions.
Client’s use of the Service must at all times be consistent with this Agreement, the Documentation, all applicable laws and all other restrictions from time to time agreed upon in writing by Green Project and Client. Without limiting the generality of the immediately preceding sentence, Client may not (a) use the Service for gaining any unauthorized access to, for any unauthorized use of, or for modifying, the Software or any data or other information of Green Project or any third party, (b) permit any individual to access or use the Service other than as expressly set forth in this Agreement, (c) process, or permit to be processed, any data or other information of a third party in connection with Client’s authorized use of the Service, unless such third party is an Authorized User, (d) copy, create a derivative work from, decompile, disassemble, reverse-engineer, translate, or otherwise attempt to derive the source code or any other technology of Green Project (or its licensors) relating to, the Service, or (e) delete any service mark, trademark or other proprietary notice of Green Project contained on the Service or the Software. In addition, Client may not use the Service, the Software, the Site or any other asset of Green Project (including, but not limited to, any equipment of Green Project) for creating, distributing, processing, storing, or otherwise handling in any manner any material that is crude, hateful, obscene, unlawful, unrelated to Client’s legitimate business operations, or otherwise identified by Green Project as objectionable, in its sole discretion, after notice thereof is given by Green Project to Client.
6. Client Responsibilities.
(a) In accessing and using the Service, Client must (a) obtain, install and maintain all equipment, software (not including the Software) and connectivity required to access the Service through the Site, (b) adopt and use a user name and password for each Authorized User that comply with whatever protocol is from time to time established by Green Project, in its sole discretion, (c) provide its proprietary data and other information (collectively “Client Data”), (d) maintain the confidentiality of each Authorized User’s user name and password, (e) ensure the accuracy and completeness of all Client Data, and (f) immediately notify Green Project in writing of any loss of, or unauthorized access to, or disclosure or use of, Client’s user name or password, in each case, in a manner consistent with Client’s policy. Upon notice to Client, Green Project may change the requirements for accessing and using the Service as set forth in this Agreement so long as Client is given a reasonable opportunity to address such requirements.
(b) Green Project will not have any responsibility or liability to Client or any third party for Client’s failure to keep its user name or password confidential, and at any time, in its reasonable discretion, may disable any Authorized User’s user name and password upon giving notice to Client for failure to maintain such confidentiality. In addition, Green Project may rely on any use of an Authorized User’s user name and password, whether by an employee or other agent of Client or a third party, as having been authorized by Client, unless Client previously notified Green Project in writing of any loss of, or unauthorized access to, or disclosure or use of, such user name and password, and Green Project has had a reasonable opportunity of not less than five business days to act on such notice.
7. Confidential Information.
(a) Each party acknowledges that, in connection with this Agreement, it will receive confidential information (the “Receiving Party”) of the other party (the “Disclosing Party”). In the case of Green Project, “Confidential Information” includes (i) all algorithms, logic, designs, coding techniques or other proprietary information used in the Software and all other technology of Green Project relating to the Service, (ii) the Documentation, (iii) all non-public portions of the Site, (iv) the Software, plus (v) any other data or information of Green Project obtained by Client in connection with this Agreement, the Service, the Site or the Software. In the case of Client, “Confidential Information” includes all Client Data, each Authorized User’s user name and password.
(b) Except to the extent provided otherwise by applicable law, Confidential Information does not include any information that (a) is known to the Receiving Party prior to receipt from the Disclosing Party, (b) becomes known by the Receiving Party, whether directly or indirectly, from a third party not having an obligation of confidentiality to the Disclosing Party, (c) becomes publicly known or otherwise ceases to be confidential without a breach of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party without access to such Confidential Information.
(c ) Except as necessary in performing any obligation, or realizing any benefit, under this Agreement, or as required under any applicable law, the Receiving Party will not (i) use any Confidential Information of the Disclosing Party, for its own account or the account of any third party, or (ii) disclose to any third party any Confidential Information of the Disclosing Party, other than to (i) the Client, its affiliates, advisers and consultants, who agree to be bound by confidentiality, and (ii) any regulatory authority or body having jurisdiction over such Receiving Party.. If the Receiving Party is required to disclose or use any Confidential Information of the Disclosing Party pursuant to any applicable law, the Receiving Party must give to the Disclosing Party written notice of such requirement as soon as practicable, and upon the request, and at the cost and expense, of the Disclosing Party, reasonably cooperate with the Disclosing Party to contest such requirement.
(d) Any provision of this Section to the contrary notwithstanding, Green Project may use for purposes of understanding how the Service is used and improving the Service any Confidential Information of Client, plus information relating to the use of the Service by Authorized Users, in a manner that does not publicly disclose (i) the identity of Client or any customer of Client or (ii) any personal information of any individual employed by, or acting on behalf of, Client or any customer of Client. Without limiting the generality of the immediately preceding sentence, Green Project may use “cookies” and other similar technology in rendering the Service.
8. Security.
(a) Client shall implement and continuously maintain commercially reasonable precautions to protect (i) its computer systems and its access to the Site from unauthorized access, modification or use and (ii) all Confidential Information of Green Project from any loss or unauthorized access, modification, disclosure or use (individually, a “Breach”). Client will immediately notify Green Project in writing of any Breach of Green Project’s Confidential Information upon discovery by Client, and Client shall use commercially reasonable efforts to promptly remedy and mitigate the consequences of any such Breach. If, after the occurrence of a Breach, notification to any third parties is required pursuant to any applicable law, Client will reasonably assist Green Project in connection with Green Project’s giving such notifications.
(b) Green Project shall implement and continuously maintain during the Term commercially reasonable precautions to protect all Confidential Information of Client from a Breach; provided, however, that Green Project shall not, under any circumstances, be responsible or liable to Client or any third party for any Breach of Client’s Confidential Information unless such Breach directly results from Green Project’s failure to continuously maintain such commercially reasonable measures. Green Project will promptly notify Client in writing of any Breach of Client’s Confidential Information upon discovery by Green Project, and Green Project will use commercially reasonable efforts to promptly remedy and mitigate the consequences of any such Breach. If, after the occurrence of a Breach, notification to any third parties is required pursuant to any applicable law, Green Project will reasonably assist Client in connection with Client’s giving such notifications.
9. Term.
(a) This Agreement shall be effective as of the Effective Date specified on the Order Form. Access to the Service shall commence on the Projected Service Start Date set forth on the Order Form and shall expire on the Expiration Date designated on the Order Form except that such term shall immediately expire (i) as set forth in Section 13(e), (ii) if a party fails to perform any obligation under this Agreement and such obligation remains unperformed for more than 30 days after the other party sends written notice of such failure to the party failing to perform such obligation, or (iii) to the maximum extent permitted by applicable law, (A) either party files, or has filed against it, any petition under the U.S. Bankruptcy Code or any other similar law, (B) either party or a third party petitions for the appointment of a receiver for any of such party’s assets or business, (C) either party makes an assignment for the benefit of it’s creditors, (D) either party admits in writing its inability to pays its debts as they come due, or (E) either party becomes insolvent, regardless of how such insolvency is evidenced, (the “Term”).
(b) Upon the expiration of the Term, (i) Client must immediately terminate its use of the Service and the Documentation, and Green Project may terminate all access to the Service by Client and all Authorized Users, (ii) Client must immediately pay all Fees, Taxes and other amounts payable by Client under this Agreement, and (iii) each party will promptly return to the other party, in a format and medium reasonably requested by the other party, or destroy, all Confidential Information of the other party; provided, however, that (A) no party shall be required to return to the other party any Confidential Information of the other party to the extent such Confidential Information is maintained by such party in electronic form in connection with its archiving, document-retention, back-up or other similar policies and procedures and that cannot reasonably be returned to the other party or destroyed and (B) such party must at all times use commercially reasonable precautions to protect such Confidential Information from loss or unauthorized access, modification, disclosure or use. Each party shall promptly certify in a writing reasonably requested by the other party that it has complied with clause (iii) of the immediately preceding sentence.
(c ) Sections 7, 9, 10, 11, 13, 14, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27, plus all other provisions of this Agreement that, by their nature, are intended to survive expiration of the Term, shall survive such expiration and may be enforced by a party after such expiration.
10. Fees.
During the Term, Client shall pay fees for the Service (“Fees”) as set forth on the Order Form. All Fees are exclusive of any sales, use or other applicable taxes (collectively “Taxes”), and Client shall pay all Taxes, either directly to the appropriate taxing authority or to Green Project as set forth in Green Project’s invoice. Green Project will invoice the Client upfront for the initial term of the contract and then subsequent renewals will be invoiced upfront annually after the initial term, and all Fees, Taxes and other amounts payable pursuant to this Agreement listed in such invoice must be paid within 30 days after the date of such invoice, unless Client, in good faith, objects to any of such Fees, Taxes or other amounts. If Client, in good faith, disputes any Fees, Taxes or such other amounts, it must do so in a writing to Green Project within 30 days after the date of such invoice, or such Fees, Taxes and other amounts shall be deemed irrevocably payable by Client. Unless disputed in good faith in such a writing, the portion of any Fees, Taxes or such other amounts not paid, when due, will accrue interest at the lesser of (a) 1% per month or (b) the highest rate permitted by law, from the date such portion was due until the day before such portion is actually paid by Client.
11. Ownership.
(a) Green Project (or its licensors) retain exclusive ownership of all right, title and interest in all copyrights, patents, service marks, trademarks, trade secrets and other intellectual property rights embodied within, or relating to, (a) all Confidential Information of Green Project, (b) the Service, (c) the Software, (d) the Site, and (e) all other technology of Green Project used to provide, or relating to, the Service. No right to use the Service shall transfer to Client any right, title or interest in any Confidential Information of Green Project, the Service, the Site or any other such technology, except for the right to use the Service as set forth in this Agreement.
(b) If Client suggests to Green Project any modifications to the Service (including, but not limited to, any modification to the functionality of the Service), whether in writing or orally, Green Project will own all right title and interest in such suggestion, and to the extent any applicable law provides that any right, title or interest in such suggestion is not owned exclusively by Green Project, Client hereby irrevocably assigns to Green Project all right, title and interest in such suggestion without any consideration in addition to the consideration received by Client in connection with this Agreement. Client shall at all times retain exclusive ownership of all Client Data furnished by Client in connection with Client’s use of the Service.
(c ) For the sake of clarity, each party may use any general knowledge or skills it reasonably acquires during the course of providing or receiving the Service pursuant to this Agreement.
12. Ancillary Services.
(a) During Green Project’s ordinary business hours as from time to time set by Green Project, in its sole discretion, which are currently 9:00 a.m. to 6:00 p.m. (Eastern time) Monday through Friday, except for holidays observed by the New York Stock Exchange, each Authorized User is entitled to receive reasonable support from Green Project’s service desk specialists.
(b) Neither Client nor any Authorized User is entitled to any other services pursuant to this Agreement, unless such services are set forth in a writing signed by Green Project. If Client desires any other services in connection with Client’s use of the Service, Green Project may provide such services to Client upon terms and conditions mutually agreed upon in writing by the parties after the Effective Date.
13. Warranties.
(a) Green Project warrants and represents to Client that, if Client is using the most recent version of the Service, (i) the Service will be rendered by Green Project in a professional manner and in accordance with industry standards, (ii) the use by Client of the Service and the Documentation pursuant to this Agreement will not infringe any United States copyright, patent, service mark, trademark, trade secret or other intellectual property right of a third party, (iii) the Service will perform in all material respects as set forth in the Documentation, (iv) to the knowledge of Green Project, the Service does not contain any viruses or other code that is intended to delete, disable, disrupt, modify or otherwise adversely affect in any material respect any Client Data or any systems of Client (collectively, “Malicious Code”), and (v) to the extent Green Project uses any “open source” software (as such term is commonly used), Client shall not assume any obligations with respect to such software to a third party and no third party with respect to such software shall have any rights to any Confidential Information of Client.
(b) Client warrants and represents to Green Project that no Client Data will infringe any United States copyright, patent, service mark, trademark, trade secret or other intellectual property right of a third party.
(c ) EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH (A) OF THIS SECTION, GREEN PROJECT MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION OF GREEN PROJECT, THE SERVICE, THE SOFTWARE, THE SITE OR ANY OTHER TECHNOLOGY USED BY GREEN PROJECT IN PROVIDING THE SERVICE. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, GREEN PROJECT DOES NOT WARRANT OR REPRESENTATION THAT (I) THE SERVICE MEETS THE NEEDS OF CLIENT OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, A CUSTOMER OF CLIENT), (II) THE SERVICE WILL BE AVAILABLE FOR ANY SPECIFIC PERIOD OF TIME OR AVAILABLE AT ANY PARTICULAR TIME FOR USE BY ANY AUTHORIZED USER, (III) THE SERVICE OR THE SOFTWARE DOES NOT CONTAIN ANY BUGS OR OTHER ERRORS, OR (IV) THE SOFTWARE OR THE SITE DOES NOT CONTAIN ANY MALICIOUS CODE.
(d) Subject to Section 14, each party shall indemnify, defend and hold harmless the other party for all costs, damages, expenses, liabilities, losses, payments and penalties incurred by the other party (including, but not limited to, the reasonable fees and disbursements of counsel to the other party) if (i) any failure of the indemnifying party to perform an obligation pursuant to this Agreement or (ii) any warranty or representation made by the indemnifying party in this Section is not true in any respect. The indemnified party must promptly notify the indemnifying party of any claim for indemnification arising under this Section and shall cooperate with the indemnifying party in the defense or settlement of such claim. The indemnifying party shall have exclusive control over the defense or settlement of any such claim; provided, however, that the indemnifying party may not settle any such claim in a manner that obligates the indemnified party to take, or refrain from taking, any action, unless the indemnified party agrees thereto in writing.
(e) If the Service or the Software become, or in the opinion of Green Project is likely to become, subject to a claim that the Service or the Software infringes any copyright, patent, service mark, trademark, trade secret or other intellectual property right of a third party that may disrupt Client’s use of the Service pursuant to this Agreement, Green Project may, at its cost and expense, (i) procure from such third party the right of Client to continue using the Service or the Software pursuant to this Agreement, (ii) modify the Service or the Software so that the Service and the Software do not infringe (or otherwise address the claim of such third party relating to) such copyright, patent, service mark, trademark, trade secret or other intellectual property right and without materially adversely affecting the functionality of the Service, (iii) replace the Service or the Software with another product that does not materially adversely affect the functionality of the Service, or (iv) immediately terminate this Agreement and the right of Client to use the Service or the Software.
14. Limitation on Liability.
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREEN PROJECT SHALL NOT BE LIABLE TO THE CLIENT UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE AND STRICT PRODUCT LIABILITY) FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF CLIENT DATA), EVEN IF GREEN PROJECT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) ANY DIRECT DAMAGES IN EXCESS OF THE AGGREGATE OF ALL FEES (NOT INCLUDING ANY TAXES OR OTHER AMOUNTS) PAID BY CLIENT TO GREEN PROJECT PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH CLIENT FIRST MAKES A CLAIM FOR SUCH LIABILITY.
15. Press Releases; Marketing Materials.
While Client is a licensee of the Software, Green Project may (a) publish and distribute press releases, announcements, statements, case studies, and/or make disclosures identifying Client as a licensee of the Software, subject to Client’s reasonable approval; (b) use and/or display the name, logo, trademark, service mark, trade name, logo, or other similar intellectual property of Client for purposes of identifying Client as a licensee of the Software, subject to Client’s reasonable approval; and/or (c) otherwise refer to and disclose the fact that Client is a licensee of the Software. If Client is no longer a licensee of the Software, Green Project may identify them as a former licensee. The Client may, at its discretion and subject to Green Project’s reasonable discretion, (i) publish and distribute press releases, announcements, statements, case studies, and/or make disclosures identifying Green Project, and (ii) use and/or display the name, logo, trademark, service mark, trade name, or logo, of Green Project for purposes of identifying Client as a licensee of the Software.
16. Relationship. Each party shall be independent contractors pursuant to this Agreement, and shall not, for any purpose, be deemed an agent or partner of, or as having any other similar relationship with, the other party. Neither party may incur any indebtedness, liability or obligation on behalf of the other party, unless the other party expressly agrees thereto in a writing signed by the other party. In entering into this Agreement, no party shall be restricted from entering into other agreements with third parties, whether for services that are the same as, or different than, the Service.
17. Third Parties. Green Project may use subcontractors, vendors and other third parties in providing the Service to Client (including, but not limited to, a subcontractor, vendor or other third party to host the Software and Client Data). In doing so, Green Project shall be responsible for compliance with all of Green Project’s obligations pursuant to this Agreement by such subcontractors, vendors and other third parties.
18. Notices. Except as provided in the immediately following sentence, any notice or other communication required to be given by one party to the other party under this Agreement must be delivered by hand, a reputable courier service, or U.S. registered or certified mail (with a return receipt requested), in each case addressed to the receiving party as set forth in the first paragraph of this Agreement or to any other address designated in a writing by the receiving party to the other party after the Effective Date. Green Project may also give any such notice or other communication by electronic mail (using the electronic mail address contained in Green Project’s records) or posting it on the Site. Each such notice or other communication shall deemed to have been given when actually received by the receiving party in the case of delivery by hand, courier, U.S. mail or electronic mail, as applicable, or immediately upon Client’s first entering the Site after such notice or other communication has been posted on the Site by Green Project.
19. Assignment. This Agreement shall inure to the benefit of, and be binding upon, Green Project and Client, and subject to the immediately following sentence, each assignee of Green Project and Client, as applicable. Client shall not assign this Agreement or any right or remedy, or delegate any obligation, under this Agreement, whether voluntarily or by operation of law, without Green Project’s prior written consent. Any attempted assignment or delegation by Client without such prior written consent shall be void and ineffective ab initio. Green Project may assign to a third party this Agreement, or any such right or remedy in connection with the sale of all, or substantially all, of its assets, or delegate any such obligation as set forth in this Agreement.
20. Equitable Remedies. Each party (a) acknowledges that its failure to comply with any provision of this Agreement will cause the other party irreparable harm and that a remedy at law for such a failure would be an inadequate remedy for the other party and (b) consents to the other party’s obtaining from a court having jurisdiction, without any requirement for a bond or other security, specific performance, an injunction, a restraining order or other equitable relief in order to enforce such provision. Subject to Section 14, a party’s right to seek and obtain specific performance, an injunction, a restraining order and other equitable relief shall be in addition to, and not in lieu of, any other remedy to which such party is entitled under applicable law (including, but not limited to, monetary damages).
21. Force Majeure. Neither party shall be liable or responsible to the other party for damages incurred by the other party for any delay or failure in performing an obligation pursuant to this Agreement (other than any such obligation to pay money) to the extent such failure is caused by (a) death or illness, (b) flood, rain, snow or other weather conditions, (c) governmental action, (d) slowdowns, strike or other labor disturbances, (e) riot, (f) terrorism, (g) unavailability of utilities or other essential items, (h) war, whether or not war is actually declared, (i) pandemic, or (j) other events or occurrences beyond the reasonable control of such party, so long as the party affected by such events or occurrences promptly notifies the other party of, and uses commercially reasonable efforts to overcome as soon as reasonably practicable, such events or occurrences. If any such delay or failure exists for more than 30 days, either party may, prior to the resumption of such obligation, terminate this Agreement without liability to the other party for such termination.
22. Dispute Resolution.
(a) Any claim or dispute arising in connection with the Service, the Site or this Agreement shall be submitted by a party to the other party. The parties shall then, in good faith, attempt to resolve such claim or dispute between themselves and without commencing any formal proceedings. If the parties are unsuccessful at resolving such claim or dispute within 30 days after it is submitted to the other party, either party may exercise the right to have such claim or dispute arbitrated as set forth in paragraph (b) of this Section.
(b) Except for actions to protect intellectual property rights and to enforce an arbitrator's decision under this Section, all disputes and other claims arising from, or relating to, this Agreement (including, but not limited to, any failure to perform an obligation under this Agreement), the Service, the Software or the Site shall be submitted to, and resolved by, arbitration under the rules of the American Arbitration Association (the “AAA”) then in effect, except to the extent expressly modified pursuant to this Section. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with the rules of the AAA. The arbitration shall take place in New York County, New York, and may be conducted by telephone, online or in person, in the sole discretion of the arbitrator. All findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement; provided, however, that all such findings must be consistent with the provisions of this Agreement (including, but not limited to, Section 14).
23. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law. However, if any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof, or any other such provision, being prohibited or invalid.
24. Governing Law.
This Agreement shall be governed by, and interpreted and construed in accordance with, the law of the State of New York, without regard to its principles of conflict of laws.
25. Entire Agreement.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes each course of conduct previously pursued, and each oral agreement and representation previously made, by Green Project or Client with respect to such subject matter, whether or not relied or acted upon. Without limiting the generality of the immediately preceding sentence, no provision of a other writing provided by one party to the other that contradicts, or is inconsistent with, any provision of this Agreement shall be void and of no force and effect.
26. Amendments and Waivers.
No course of performance or other conduct pursued in the future, and no oral agreement or representation made in the future, by Green Project or Client, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement or any right or remedy of Green Project or Client pursuant to this Agreement, or operate as a waiver of any such right or remedy. No amendment to any provision of this Agreement shall be effective unless set forth in a writing signed by Green Project and Client, and no waiver of any such right or remedy shall be effective unless set forth in a writing signed by the party granting such waiver.
27. Third-Party Beneficiaries.
This Agreement is solely for the benefit of Green Project and Client. There are no third-party beneficiaries to this Agreement, and only a party to this Agreement can enforce any provision of, or any right or remedy arising under, this Agreement.