Last updated: August 2021

These Terms and Conditions (“Terms”) set forth a legally binding agreement between you and Greenback, Inc., a corporation registered in Delaware, USA (“Greenback”, “we” or “us”), which operates the website www.greenback.com. Greenback is a member of the Dext group of companies, which is headquartered in the United Kingdom.

By using the website and our Services, you acknowledge and accept these Terms. These Terms are subject to change without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this website, and your continued use of this website and/or our Services after a posted change to these Terms will constitute your acceptance of and agreement to such changes. When such a change occurs, we will update the “Last Updated” date at the top of this page.

Additional or different terms and/or conditions may apply to your use of the website or to services we may offer (in each such instance, and collectively “Additional Terms”).

Please also carefully review our Privacy Policy, which sets forth how we may collect and process personal information in connection with the use of our website and Services. By using our website and Services, you agree to our Privacy Policy and to these Terms.

If you have questions relating to your account or for technical issues or support, please e-mail our customer services team at support@greenback.com. If you have questions regarding billing, please email us at billing@greenback.com.

1 Our Contract With You

1.1 Our contract. These Terms apply to: (i) the order placed by you and/or the supply of Services by us to you (including Services provided to you as part of a Free Trial subject to clause 3 and Schedule 1) (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.2 Users. These terms apply to you and your Authorized Users (as defined below). You are responsible for all Authorized Users using the Services.

1.3 Unique client numbers. In order to track the use of the Services by you and your Authorized Users, and to prevent unauthorized use of the Services as set out in clause 6, we shall assign each user account with a unique client number.

1.4 Your copy. You should print a copy of these Terms or save them to your device for future reference.

2 DEFINITIONS

“Authorized Users” means any of your Staff who are authorised by you to use the Services and the Documentation;

“Bundle” has the meaning set out in clause 7.4;

“Business Day” means a day other than a Saturday, Sunday or public holiday in State of Michigan when banks in Michigan are open for business;

“Change” shall mean either a Downgrade or Upgrade;

“Commencement Date” shall have the meaning given to it in clause 4.4;

“Confidential Information” means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either you or us which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential);

“Connected Integration” means a third-party supplier from which you have authorised us to fetch Financial Documents on your behalf.

“Customer Data” means the data inputted by you, your Authorized Users or by us on your behalf, for the purpose of using the Services or facilitating your use of the Services.

“Documentation” means the document made available to you by us: (i) via email; or (ii) online via https://www.greenback.com/ (or such other web address notified by us to you from time to time) which sets out a description of the Services and the user instructions for the Services;

“Downgrade” means either: (i) a reduction in the subscription price paid in respect of a Plan or Bundle and/or, the transfer to a lower tier Plan.

“Fees” means the fees payable under this Contract (excluding sales tax and all other relevant taxes, where applicable), as detailed by us from time to time including through our website and as part of the Order Confirmation;

“Financial Documents” means bills, invoices, statements (as applicable) issued to you by third party suppliers with which you have contracted.

“Free Trial” shall have the meaning given to it in clause 3.1;

“Initial Subscription Period” means for Monthly Subscribers a one-month period and for A Annual Commitment Pay Monthly Subscribers a 12-month period, in each case starting on the Commencement Date;

“Local Entity” shall have the meaning given to it in clause 8.5;

“Normal Business Hours” means 8.00 am to 5.00 pm Central Time, each Business Day;

“Order Confirmation” shall have the meaning given to it in clause 4.4;

“Plan” shall have the meaning given to it in clause 4.1, and shall form part of the Services;

“Renewal Period” shall have the meaning given to it in clause 15.1;

“Services” means the Dext Commerce product and other products and services provided by Greenback to assist with the automation of bookkeeping and accounting activities. This includes add-on services purchased separately (if any), unless stated otherwise in the add-on order confirmation;

“Staff” means directors, partners, executives, employees, agents and/or independent contractors;

“Subscription Period” means the Initial Subscription Period together with any subsequent Renewal Periods;

“Supported Integration” means those third-party suppliers, as may be added to or varied from time to time, from which we are capable of fetching Financial Documents;

“Upgrade” means the transfer to a higher tier Plan; and

“User Credentials” means any username, password and/or other service-specific identifiers you provide to us for the purpose of accessing your account with a Connected Integration and fetching Financial Documents.

3 Demos and Free Trials

3.1 We may provide you with access to a free version of our Services with only limited functionality for the purposes of helping you decide whether the Services meet your requirements (“Free Trial”). You and your Authorized Users can register for a Free Trial online by following the onscreen prompts on our website. During any Free Trial, the terms in Schedule 1 shall apply and this Contract shall be modified as provided in Schedule 1.

3.2 Following a Free Trial, you can decide whether to place an order with us in accordance with clause 4 below.

4 Our Services

4.1 Choosing your pricing plan. You shall select the pricing plan (a “Plan”) appropriate for your intended use of the Services, which is based on the number of your clients and customers which have been included in, or that you expect to include in your account portfolio. Subject to clause 9, you can downgrade or upgrade your Plan at any time such changes will not apply until the following month. You will be charged at the start of the next month for the price of the new Plan.

4.2 Placing your order. Each order is an offer by you to buy the Services specified in your order subject to these Terms , thereby entering into a Contract with us. You can place an order with us online by following the onscreen prompts to choose your product and place an order.

4.3 Correcting input errors. When using our online order please check the order carefully before submitting your order to us. You are responsible for ensuring that your order is complete and accurate.

4.4 Accepting your order. Our acceptance of your order takes place when you submit an order for Services either via a Plan or a Bundle online (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

Using the Services

4.5 License. Subject to your strict compliance with these Terms, Greenback grants you a limited, non-exclusive, non-assignable, revocable, and non-transferable license We grant you a non-exclusive and non-transferable limited right to permit your Authorized Users to access and use the Services and the Documentation during the Subscription Period in accordance with these Terms, without the right to grant sublicenses (“License”). The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, the Service or the contents of the website. The license may be immediately suspended or terminated for any reason, in Greenback’s sole discretion, and without advance notice or liability. Your unauthorized use of the website or Services may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in potential civil or criminal liability.

4.6 Business use. The Services are for business use only.

4.7 Provision of Services. We shall, during the Subscription Period, provide the Services and make available the Documentation to you, on and subject to the Terms.

4.8 Third party user credentials: You acknowledge and agree that, in order to enable provision of the Services, you will need to pass your User Credentials for each Supported Integration which you wish us to connect to. We will only use your User Credentials to access your account with any Connected Integration(s) and to fetch financial Documents from them on your behalf.

4.9 Connection to a Connected Integration: Upon first connection to a Connected Integration, we will fetch your Financial Documents stored within the relevant Connected Integration’s web portal. Thereafter, subject to clause 4.11, we will connect to the Connected Integration’s web portal and retrieve any additional Financial Documents stored on that web portal either:

4.9.1 with such regularity as determined by the Plan selected by you; or

4.9.2 on demand when requested to do so by you or one of your Authorized Users via the online prompts available when logged into your account.

4.10 Supported Integrations: Before requesting connection to a Supported Integration please verify that the sharing of your User Credentials with us, and our usage of those User Credentials to fetch Financial Documents on your behalf, will not contravene the terms of your contract with the relevant Supported Integration. We do not guarantee that a specific supplier with which you have contracted will be a Supported Integration.

4.11 Service Limitations: Please note that aspects of the Service may be unavailable if:

4.11.1 the website of any Connected Integration is unavailable for any reason or is otherwise subject to access or usage restrictions determined by the Connected Integration;

4.11.2 the UI (User Interface) of the website of any Connected Integration has changed since a connection to that Connected Integration was initially established;

4.11.3 the User Credentials that you have provided to us are incorrect, or are out of date;

4.11.4 a Connected Integration uses 2 factor authentication; or

4.11.5 You do not have permission to view Financial Documents for a specific account.

4.12 Confidentiality of User Credentials: You are responsible for maintaining the confidentiality of any User Credentials provided to us. You agree to notify us promptly if any of your User Credentials are lost, stolen or if you are aware of any unauthorized use of your User Credentials in connection with the Services.

4.13 Availability and Accuracy. We shall use commercially reasonable efforts to: (1) make the Services available 24 hours a day, seven days a week, during the Subscription Period, except for planned maintenance carried out during lower traffic periods on our website; and (2) include accurate and current information on the website. Please note that there may be occasions when information on the website or made available through the Services contains typographical errors, inaccuracies, or omissions that may relate to service offerings, pricing, availability, and other matters. Greenback reserves the right to correct any errors and to update the website contents at any time.

5 Our obligations

5.1 We undertake that the Services will be delivered using reasonable skill and care.

5.2 We provide support to all users via our website and by telephone. You accept that, although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.

5.3 Greenback:

5.3.1 does not warrant that:

(i) your use of the Services will be uninterrupted or error-free; or

(ii) that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and

5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.

6 Your obligations

6.1 You shall:

6.1.1 provide us with all necessary co-operation in relation to this Contract in order to provide the Services;

6.1.2 without affecting your other obligations under this Contract, comply with all applicable laws and regulations with respect to your activities under this Contract;

6.1.3 ensure that your Authorized Users use the Services and the Documentation in accordance with this Contract and shall be responsible for any Authorized User’s breach of this (or their) Contract;

6.1.4 obtain and shall maintain all necessary licences (excluding licences to the software used by us to deliver the Services), consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Contract, including without limitation the Services;

6.1.5 ensure that your network and systems comply with the relevant specifications provided by us to you or otherwise made available by us to you through our website from time to time;

6.1.6 ensure that each Authorized User keeps a secure password for their use of the Services and Documentation and that each Authorized User shall keep their password confidential; and

6.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

6.2 While using the website or Services, you shall not:

6.2.1 Engage in any activities through or in connection with the website or Services that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane, abusive; violate any right of any third party; or could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or cause damage or injury to any person or property.

6.2.2 Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

6.2.3 Use racially, ethnically, or otherwise offensive language.

6.2.4 Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).

6.2.5 Post any copyrighted or trademarked materials without the express permission from the owner.

6.2.6 Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

6.2.7 Harvest or otherwise collect or store any information (including personally identifiable information about other users, without the express consent of such users).

6.2.8 Access, store, distribute or transmit any worms, trojan horses, viruses or other malicious code.

6.2.9 Attempt to gain unauthorized access to the website or Services.

6.2.10 Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

6.2.11 Post anything contrary to our public image, goodwill or reputation.

6.3 We reserve the right, without liability or prejudice to our other rights to you, to disable your access to the website or Services if you violate any restriction in this clause.

6.4 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract, you shall not:

6.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or

6.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

6.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

6.4.4 use the Services and/or Documentation to provide services to third parties; or

6.4.5 subject to clause 16.4, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party (other than Authorized Users); or

6.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than for Authorized Users or as otherwise provided for under this clause 7; or

6.4.7 exceed the usage limits as set out in your agreed Plan or Bundle.

6.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event that you have become aware of any such unauthorised access or use, promptly notify us.

6.6 The rights provided under this clause 6 are granted to you only, and shall not be considered granted to any of your subsidiaries or any holding company unless otherwise agreed by us.

6.7 You agree to defend, indemnify, and hold harmless Greenback and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) arising out of or in connection with any of the following: (a) your breach or alleged breach of this clause 6 or any of the other Terms; (b) your use of the website or Services; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (d) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (e) any misrepresentation made by you; or (f) any interaction you have with any other user(s). Greenback reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You will not in any event settle any claim without the prior written consent of Greenback and you agree to cooperate with our defense of any such claim.

7 Changes

7.1 Services. We reserve the right to amend any aspect of the Services from time to time if required by any applicable statutory or regulatory requirement or to improve the Services. Any such improvement will not materially adversely affect the nature or performance of the Services.

7.2 Plan. We reserve the right to Change your Plan (including the tier of Plan applicable to you) from time to time if we decide, in our sole discretion, that your chosen Plan is no longer suitable. Subject to clause 9 you can also Change your Plan at any time, as follows:

7.2.1 Upgrades: You can upgrade your Plan by speaking to one of our customer services representatives or by following the onscreen prompts in your account. Any Upgrade to your Plan will have immediate effect and the Fee payable by you in respect of the then current Subscription Period shall be increased on a pro rata basis during the following billing period;

7.2.2 Downgrades: You can downgrade your Plan by emailing us at billing@greenback.com. Any Downgrade to your Plan will take effect from the expiry of the current Subscription Period. Downgrading your Plan may result in the reduction of Licenses or Services previously available to you and your Authorized Users.

If you exceed the usage limits defined in your Plan or any Bundle we agree with you, we reserve the right to change the Plan or Bundle that you are on, which will take effect from the commencement of in next Subscription Period.

7.3 Discounts. Where offers or discounts have been applied to your Fees by our sales team, we reserve the right to remove these offers or discounts at any time in our sole discretion. Where we decide to remove any offers or discounts, we will notify you in writing.

7.4 Bundles. Greenback was acquired by Dext Software Limited (formerly Receipt Bank Limited) (“Dext”) in May 2021. Our products can be sold by Dext (or and member of the Dext group of companies) and/or included as part of a Bundle along with other Dext products. Visit www.dext.com for more information.

8 Charges and payment

8.1 In consideration of us providing the Services to you, and in accordance with your Plan, you shall pay the Fees to us in accordance with this clause 9.

8.2 The Fees shall be due and payable by you monthly in advance on the Commencement Date or relevant renewal date.

8.3 All amounts and Fees stated or referred to in this Contract:

8.3.1 shall be payable in your local currency or a currency as stipulated by us; and

8.3.2 are non-cancellable and non-refundable.

8.4 We reserve the right to increase the Fees, either:

8.4.1 where you exceed your agreed usage limits as described in clauses 7.2 and 7.3; or

8.4.2 at any time and any such increase shall not be applied until the Renewal Period following the date of such notice (or the first Renewal Period if you are in the Initial Subscription Period when notice is given).

We shall use reasonable endeavours to give you not less than one month's prior notice in writing of any increase to the Fees pursuant to clauses 8.4.2.

8.5 You will be invoiced by us or one of the following Dext group entities (each, a Local Entity). The relevant Local Entity will be the entity from which you purchased your Bundle or Plan or from which you receive invoices, which is typically the Local Entity in your jurisdiction (or if we do not have a Local Entity in your jurisdiction, the Local Entity responsible for the jurisdiction in which you are located):

8.5.1 Dext Software Limited (formerly Receipt Bank Limited), a limited company registered in England and Wales (registered number 7361080) with its registered office at Unit 1.1, Techspace Shoreditch South, 32-38 Scrutton Street, London, EC2A 4RQ, United Kingdom;

8.5.2 Dext Canada Limited, a corporation registered in the State of British Colombia, Canada (registered number BC1178359) with its business address at 150 King St W, Suite 312 Toronto, ON M5H 3T9, Canada;

8.5.3 Dext Australia Ltd Pty, a private limited company registered in Australia (registered number 59 167 718 210) with its business address at Level 13, 333 George Street, Sydney, New South Wales 2000, Australia;

8.5.4 Receipt Bank France S.á.r.l, a company registered in France (registered number 808 635 296) with its business address at 27 – 33 rue du colonel Pierre Avia, Paris, France 75015;

8.5.5 Dext South Africa Pty Ltd, a company registered in South Africa (registered number 2017 / 524478 / 07) with its business address at 11-14th Floor, Touchstone House, 7 Bree Street, Cape Town, South Africa; or

8.5.6 Receipt BK US, Inc., a corporation registered in the State of Delaware, USA, with its business address at 1209 Orange Street, Wilmington, New Castle, Delaware, 19801, USA.

8.6 All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your use of the Service and shall be the responsibility of, and payable by, you. We will add local sales tax to our fees at the then current rate depending on your location.

9 Annual Commitment Pay Monthly Subscription

9.1 If you have subscribed to an Annual Commitment Pay Monthly (“ACPM Plan”) or if you wish to Change your existing Plan to an ACPM Plan in accordance with clause 7, then the provisions of this clause 9 shall apply to your Contract.

9.2 If you Change your existing Plan to an ACPM Plan or sign up to a Bundle including an ACPM Plan, your transfer to the ACPM Plan will have immediate effect and the Fee payable by you in respect of the then current Subscription Period shall be charged on a pro rata basis until its expiry and then renew in accordance with clause 14.1.

9.3 During the Initial Subscription Period and any Renewal Period, the Fee for your ACPM Plan (“ACPM Plan Fee”) shall be payable in monthly instalments in accordance with clause 8.2.

9.4 You are not permitted to cancel or Downgrade your ACPM Plan until the end of the Initial Subscription Period or any Renewal Period (as applicable) provided you give at least 30 days’ written notice of your intention to downgrade or cancel prior to the end of the Initial Subscription Period or any Renewal Period. Any Downgrade to your ACPM Plan will take effect from the commencement of the next Renewal Period.

9.5 If we terminate your ACPM Plan for any reason, we may charge you an early termination fee. The early termination fee shall be no more than the fees and charges you would have paid for the remainder of the Initial Subscription Period or Renewal Period, as appropriate.

9.6 If at any time during the Initial Subscription Period or any Renewal Period of your ACPM Plan you: (i) cancel (or attempt to cancel) your ACPM Plan; or (ii) fail to pay any amount due under your agreement with us on the due date for payment and remain in default for more than 30 days after being notified in writing to make such payment, then we may: (i) revoke all Licences granted you immediately and/or prevent you from accessing our Services without notice; and/or (ii) terminate the agreement with immediate effect.

9.7 Any Changes to your Plan or Bundle shall not relieve you of your obligation to pay the balance of the ACPM Plan Fee for the remainder of the Initial Subscription Period or any Renewal Period unless otherwise agreed in writing by us.

10 Intellectual property

10.1 The website and Services may contain (a) materials and other items relating to Greenback and its Services including information, databases, articles, posts, layout, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the website and Services; (b) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including Greenback’s; and (c) other forms of intellectual property, including the Documentation (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Content available via the website and Services is the property of Greenback, our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

10.2 You acknowledge and agree that Greenback and/or its licensors own all intellectual property rights in the Services and the Content. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Content.

10.3 We confirm that we have all the rights in relation to the Services and the Content that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Contract.

11 Confidentiality

11.1 Neither party shall disclose the other party’s Confidential Information to a third party, except that each party may disclose the other’s Confidential Information:

11.1.1 to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential Information; or

11.1.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.2 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and you will on our written request or on termination of this Contract:

11.2.1 cease to use our Confidential Information; and

11.2.2 as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.

11.3 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitutes our Confidential Information.

11.4 You acknowledge that your use of the website and Services are subject to our Privacy Policy.

11.5 We acknowledge that the Customer Data is your Confidential Information.

11.6 The above provisions of this clause 11 shall survive termination of this Contract, however arising.

12 Customer Data

12.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. You consent to our use and our hosting provider’s use of the Customer Data for the purposes of providing the Services.

12.2 You indemnify us against any loss or damage we incur as a result of, or in connection with, any third party claim alleging that any of the Customer Data infringes or misappropriates that third party’s intellectual property rights and will promptly pay us the amount of any adverse judgment or settlement together with our reasonable legal fees in relation to such a claim.

12.3 In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

13 Limitation of liability

13.1 Except as expressly and specifically provided in this Contract:

13.1.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no responsibility for any advice you provide your customers or clients or any loss suffered by you or your customers or clients as a result or decisions you or your customers or clients make in connection with such advice; and

13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract.

13.2 Nothing in this Contract excludes our liability:

13.2.1 for death or personal injury caused by our negligence; or

13.2.2 or fraud or fraudulent misrepresentation.

13.3 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of opportunities, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses in each case however arising under this Contract.

13.4 Subject to clauses 13.1, 13.2 and 13.3, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to $100.

14 Term and termination

14.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with this clause 14, shall continue for the Initial Subscription Period and, thereafter, the Contract shall be automatically renewed for successive periods of time (each a “Renewal Period)”, see period of time applicable in the table below), unless:

14.1.1 either party notifies the other party of termination, in writing, with notice (see table below for applicable minimum required notice period) before the end of the Initial Subscription Period or any Renewal Period, or

14.1.2 your Bundle arrangement is terminated or otherwise cancelled pursuant to these Terms or the Dext General Terms and Conditions; or

14.1.3 the Contract is otherwise terminated in accordance with the provisions of these Terms.

	Type of Subscriber
	Monthly Subscriber	ACPM Subscriber
Renewal Period	1 month	12 months
Notice period	14 days	30 days

14.2 We reserve the right to suspend the provision of Services and/or Documentation to you and/or your Authorized Users from time to time at our sole discretion.

14.3 We may terminate this Contract for any reason by providing you with at least 30 days’ written notice.

14.4 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

14.4.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

14.4.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

14.4.3 the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract.

14.5 On termination of this Contract for any reason:

14.5.1 we may still provide you with access to our Services and/or Documentation provided that:

(i) you use the Services and/or Documentation strictly in accordance with the terms of this Contract (except that you shall no longer have the obligation to pay any Fees);

(ii) you access and use the Services entirely at your own risk and therefore we shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Services;

(iii) the Services and the Documentation are provided to you on an "as is" basis; and

(iv) we reserve the right to revoke all Licences granted under this Contract immediately by preventing you and your Authorized Users from accessing our Services without notice; and

14.5.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, shall not be affected or prejudiced.

15 DISCLAIMERS

15.1 AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, GREENBACK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH OR OTHERWISE RELATED TO THE WEBSITE OR SERVICES, OR, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED SERVICE. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONALITY OF THE WEBSITE OR SERVICE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES, MALICIOUS SOFTWARE, OR OTHER HARMFUL COMPONENTS.

15.2 NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT OUR LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY GREENBACK TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR ANY CAUSE OF ACTION YOU MAY HAVE AGAINST GREENBACK THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.

16 General

16.1 Force majeure. We shall not have any liability if we are prevented or delayed in performing our obligations under this Contract, or from carrying on our business, by any acts, events, omissions or accidence beyond our reasonable control including, without limitation, governmental action, fire, flood, insurrection, earthquake, epidemic or pandemic, power failure, riot, act of terrorism, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown, failure of a utility service or telecommunications network or default of suppliers or sub-contractors.

16.2 Entire agreement. These Terms, together with any webpages, documents or policies incorporated into these Terms by reference, constitute the entire agreement and understanding between you and us relating to the matters contemplated by these Terms and supersedes and extinguishes all previous agreements (if any and whether in writing or not) between you and us in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in these Terms, they are not entering into these Terms on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms or not) in relation to the subject matter of these Terms, provided that nothing in these Terms shall exclude any party from liability for fraud or fraudulent misrepresentation.

16.3 Revision to terms. We reserve the right to revise the terms of this Contract by updating the Terms on our website. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Services shall be deemed to constitute acceptance of any revised terms.

16.4 Assignment. You shall not assign, transfer, sub-contract any rights or obligations under these Terms without our prior written consent (such consent not to be unreasonably withheld) and any unauthorised assignment shall be null and void. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract. We shall remain liable for the performance of our subcontractors.

16.5 Notices. Notices to us must be sent to support@greenback.com or to any other email address notified to you by us. We will send notices to you to the then current email address on your account.

16.6 Electronic communications and contracting. By using the website and/or the Services, you consent to receiving electronic communications from Greenback. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Greenback. You agree that any notices, agreements, disclosures or other communications that we provide to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the website or Services it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the website and Services (other than to read the Terms and Privacy Policy) constitutes your agreement to the Terms, and any applicable Additional Terms.

16.7 Waiver. Except as otherwise provided in these Terms, a waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.8 Severability. If any provision or part-provision of these Terms shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

16.9 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.10 Third party rights. These Terms do not confer any rights on any person or party not party to them.

16.11 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Michigan, United States of America, without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.

16.12 Jurisdiction. Each party irrevocably agrees that the courts of the State of Michigan shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 Free Trials

1 We grant you a non-exclusive and non-transferable limited right to access and use the Services and the Documentation during the Free Trial.

2 We reserve the right to revoke the license granted under this paragraph 1, and terminate this Contract, at any time and without notice by preventing you from accessing our Services.

3 You shall use the Services and/or Documentation during a Free Trial strictly in accordance with the terms of this Contract (except that clause 4, 5 and 14 shall not apply and unless otherwise agreed no Fees shall be due in respect of such Free Trial).

4 You shall not attempt to circumvent any limitations placed on the Service during any Free Trial.

5 During the Free Trial, you agree that the Services and/or Documentation are provided AS IS with no representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for purpose.

6 We shall not be liable for any claim, damages, loss or other liability arising from or in connection with your use of the Services and/or Documentation during the Free Trial. For the avoidance of doubt, during the Free Trial, this paragraph shall apply in place of clause 13.4.