Terms of Service

Cookie Categories and Purposes

Our website uses different types of cookies for various purposes:

• Essential Cookies: These cookies are necessary for the website to function properly and cannot be disabled. They enable core functionality such as security, network management, and account access.
• Analytics Cookies: These cookies help us improve our website by understanding how visitors interact with our site, allowing us to create better content tailored to your needs. They collect information about how you use our website, such as which pages you visit most often.
• Marketing Cookies: These cookies help us deliver personalized content and offers based on your interests and browsing patterns, ensuring you see the most relevant information. They are used to deliver advertisements more relevant to you and your interests.

Cookie Consent Management

We provide a cookie consent management tool that allows you to customize your cookie preferences. When you first visit our website, you will be presented with a cookie banner that allows you to:

• Accept all cookies
• Customize your preferences by enabling or disabling non-essential cookies
• Save your preferences for future visits

You can change your cookie preferences at any time by clicking on the "Cookie Preferences" link in the footer of our website or by clearing cookies in your browser settings.

Legal Compliance

Our cookie consent mechanism is designed to comply with applicable data protection laws, including:

• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA)
• ePrivacy Directive (Cookie Law)
• Other applicable regional and national privacy regulations

In accordance with these regulations, we obtain your informed consent before placing non-essential cookies on your device. Essential cookies that are necessary for the proper functioning of the website may be placed without explicit consent as they are required for delivering the service you have requested.

For detailed information about the specific cookies we use, their purposes, and their lifespans, please refer to our Privacy Policy.

Availability

We commit to maintaining service availability and reliability standards as defined in individual service agreements. Target uptime and performance metrics will be specified in your enterprise service contract.

Support Response Times

• Critical Issues: Initial response within 4 business hours
• High Priority Issues: Initial response within 8 business hours
• Medium Priority Issues: Initial response within 24 business hours
• Low Priority Issues: Initial response within 48 business hours

Support hours and escalation procedures will be detailed in your enterprise service agreement.

Service Credits

If we fail to meet the availability commitments specified in your service agreement, you may be eligible for service credits as outlined in your contract. Service credit requests must be submitted within 30 days of the incident.

Prohibited Activities

• Violating any applicable laws, regulations, or third-party rights
• Distributing malware, viruses, or any other harmful code
• Attempting unauthorized access to our systems, networks, or other users' accounts
• Interfering with or disrupting the integrity or performance of our services
• Engaging in any form of data mining, scraping, or automated data collection without permission
• Impersonating any person or entity or falsely stating your affiliation with any person or entity
• Using our services to send spam, unsolicited communications, or phishing attempts
• Reverse engineering, decompiling, or disassembling our software or services
• Reselling or redistributing our services without explicit authorization
• Using our services for illegal activities, including but not limited to fraud, money laundering, or terrorist financing

Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including removing or disabling access to content, terminating accounts, and reporting violations to law enforcement authorities.

Reporting Violations

If you become aware of any violations of this policy, please report them immediately to hello@greenfieldlabsai.com with detailed information about the violation.

Client Deliverables Ownership

Upon full payment of all fees, you own all custom deliverables created specifically for your project ("Client Work Product"), including:

• Custom source code written specifically for your application
• Custom designs, user interfaces, and visual assets created for your project
• Project-specific documentation and specifications
• Custom database schemas and data structures designed for your use case
• Unique business logic and algorithms developed specifically for your requirements

Client Work Product is considered "work made for hire" under applicable copyright law and becomes your exclusive property upon payment completion.

Greenfield Labs Retained Property

Greenfield Labs retains full ownership of the following, which remain our intellectual property:

Industry Participation and Market Freedom

This Agreement does not grant exclusivity in any market, industry vertical, or technology domain. Both parties acknowledge and agree that:

• Non-Exclusive Engagement: Greenfield Labs serves multiple clients across various industries and may undertake projects for other clients in the same industry or market sector
• Competitive Development: Greenfield Labs may develop products, services, or solutions that compete with or are similar to Client's offerings, provided such development does not use Client Work Product or Client Confidential Information
• General Market Insights: Industry knowledge, market understanding, and technical expertise gained through this engagement may be applied to other projects, excluding any Client-specific proprietary information
• Industry Expertise Growth: Client acknowledges that Greenfield Labs' industry expertise benefits all parties and naturally grows through multiple client engagements

Partnership Dissolution and Future Rights

Upon termination or conclusion of the engagement for any reason, including mutual dissolution of partnership:

• Client Retains Paid Work: Client retains all rights to Client Work Product that has been paid for in full
• No Ongoing Restrictions: Neither party has any claim over the other party's future business activities, product development, or market participation
• Independent Development: Greenfield Labs may independently develop and commercialize products or services in any market, including markets similar to or overlapping with Client's business, without restriction or obligation
• Confidentiality Survives: Both parties remain bound by confidentiality obligations, meaning Client Confidential Information cannot be disclosed or directly used in future projects
• No Non-Compete: This Agreement does not include a non-compete clause, and termination does not create any non-compete obligations for either party

Confidential Information Protection

While Greenfield Labs retains the right to work in any market or industry, we are committed to protecting your confidential information:

• Client Confidential Information will not be disclosed to third parties or other clients
• Specific client code, implementations, and proprietary business processes remain confidential
• General concepts, methodologies, and publicly available information are not considered Confidential Information
• Market research, industry analysis, and technical approaches learned through the engagement do not constitute Confidential Information unless specifically designated as such

Transparency and Disclosure

At the start of any engagement, Greenfield Labs will:

• Disclose any pre-existing IP that may be incorporated into deliverables
• Identify any potential conflicts of interest related to concurrent client work
• Clearly document which components are custom-built versus licensed pre-existing IP
• Provide transparency about our work in similar markets if requested

Clients are encouraged to discuss any concerns about IP ownership, market participation, or potential conflicts at any time during the engagement.

Clear Delineation Examples

To provide clarity, here are examples of how IP is classified:

Mutual Benefits

This balanced IP framework benefits both parties:

• For Clients: You own what you pay for, receive battle-tested tools and frameworks, and benefit from our accumulated industry expertise
• For Greenfield Labs: We can serve multiple clients effectively, continuously improve our methodologies, and maintain competitive pricing through reusable components
• For the Industry: Shared knowledge and best practices drive innovation while respecting proprietary client work

Cap on Liability

In no event shall Greenfield Labs' total liability to you for all damages, losses, and causes of action exceed the amount paid by you to Greenfield Labs in the twelve (12) months preceding the claim, or one thousand dollars ($1,000), whichever is greater.

Exceptions

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law. Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by law

Termination by You

You may terminate your use of our services at any time by:

• Discontinuing use of our website and services
• Closing your account if you have one
• Providing written notice to hello@greenfieldlabsai.com

For enterprise agreements, termination terms will be as specified in your service contract.

Termination by Greenfield Labs

We may suspend or terminate your access to our services immediately, without prior notice or liability, for any reason, including:

• Violation of these Terms of Service
• Violation of our Acceptable Use Policy
• Fraudulent, abusive, or illegal activity
• Non-payment of fees (for paid services)
• Upon your request
• At our sole discretion for operational, security, or legal reasons

Effect of Termination

Upon termination:

• Your right to use our services will immediately cease
• We may delete your account and any content associated with it
• You remain liable for any outstanding fees or charges
• Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability

Data Retrieval

Upon termination, you will have 30 days to retrieve your data. After this period, we may permanently delete your data in accordance with our data retention policies. For enterprise customers, data retrieval terms will be specified in your service agreement.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Dispute Resolution Process

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to the following resolution process:

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between you and Greenfield Labs individually. To the full extent permitted by law, no arbitration or proceeding shall be joined with any other, no Dispute shall be arbitrated on a class-action basis, and you waive any right to participate in a class-action lawsuit or class-wide arbitration.

Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

Jurisdiction

Subject to the arbitration provisions above, you agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York, for any actions not subject to arbitration.

Data Processing Agreement

For enterprise customers, a separate Data Processing Agreement (DPA) is available that includes:

• Details of the processing activities
• Duration of processing
• Nature and purpose of processing
• Type of personal data and categories of data subjects
• Obligations and rights of the controller
• Standard Contractual Clauses for international data transfers

To request a DPA, please contact hello@greenfieldlabsai.com.

Processor Obligations

When acting as a data processor, Greenfield Labs will:

• Process personal data only on documented instructions from you
• Ensure that persons authorized to process personal data are subject to confidentiality obligations
• Implement appropriate technical and organizational measures to ensure security of personal data
• Not engage sub-processors without prior authorization
• Assist you in responding to data subject requests
• Assist you in ensuring compliance with data protection obligations
• Delete or return personal data at the end of the provision of services
• Make available information necessary to demonstrate compliance

Sub-Processors

We may engage third-party sub-processors to assist in providing our services. A current list of sub-processors is available upon request. We will notify you of any intended changes concerning the addition or replacement of sub-processors, giving you the opportunity to object to such changes.

International Data Transfers

If we transfer personal data outside the European Economic Area or other jurisdictions with data localization requirements, we will ensure appropriate safeguards are in place, such as Standard Contractual Clauses approved by the European Commission or other legally recognized transfer mechanisms.

Defense of Claims

Greenfield Labs reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses. You will not settle any claim that affects Greenfield Labs without our prior written consent.

Notice Requirement

We will provide you with prompt written notice of any claim, suit, or proceeding for which indemnification is sought. Your failure to provide timely notice may relieve you of indemnification obligations only to the extent that lack of notice materially prejudices your defense.

No Warranty of Availability

We do not warrant that:

• Our services will be uninterrupted, timely, secure, or error-free
• The results obtained from using our services will be accurate or reliable
• The quality of any products, services, information, or other material obtained through our services will meet your expectations
• Any errors in our services will be corrected

Third-Party Content

Any material downloaded or otherwise obtained through our services is accessed at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data resulting from downloading such material.

Professional Advice Disclaimer

Our services are not intended to provide legal, tax, financial, or other professional advice. You should consult with appropriate professionals for such advice. Any reliance on information provided through our services is solely at your own risk.

Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, some of the above limitations may not apply to you, and our liability will be limited to the greatest extent permitted by law.

Your Obligations

You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or other significant trade restrictions
• You are not identified on any U.S. government list of prohibited or restricted parties, including the Treasury Department's Specially Designated Nationals List or the Commerce Department's Denied Persons List
• You will not use our services in violation of any Export Controls
• You will not permit users to access or use our services in violation of any Export Controls

Restricted Countries

Our services may not be used in or exported to countries subject to comprehensive U.S. trade embargoes or sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine, or any other country designated by the U.S. government.

Compliance Requirement

You agree to comply strictly with all Export Controls and to obtain any licenses or authorizations required for export, re-export, transfer, or use of our services, software, or technical data. You will defend, indemnify, and hold harmless Greenfield Labs from any liability arising from your violation of Export Controls.

Screening and Monitoring

We reserve the right to screen customers and transactions against U.S. and international sanctions lists and to block or terminate services if we determine, in our sole discretion, that providing services would violate Export Controls.

Notice and Mitigation

In the event of a force majeure event:

• We will provide notice to affected customers as soon as reasonably practicable
• We will use commercially reasonable efforts to mitigate the effects and resume normal operations
• Our obligations will be suspended for the duration of the force majeure event
• We will not be liable for any delay, failure, or interruption of service resulting from the force majeure event

Extended Force Majeure

If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected services upon written notice. In such case, you will be entitled to a pro-rata refund of any prepaid fees for the terminated services for the period after termination.

Exclusions

Force majeure does not excuse payment obligations for services already provided or fees already incurred prior to the force majeure event.