Terms and Conditions

These Terms and Conditions govern the sale of equipment (“Equipment”) and the provision of services (“Services”) by Green Stream Technologies, Inc. (“Green Stream”) to the customer identified in the applicable Quote (“Customer”).

The accepted Quote, project-specific Proposal, applicable service-plan identified in the Quote, these Terms and Conditions, and any mutually executed amendments collectively constitute the “Agreement.”

Agreement Documents and Order of Precedence: Government Customers. The Agreement consists of the applicable government contract or purchasing instrument, including any mandatory governmental terms and incorporated solicitation documents; mutually executed amendments or change orders; the accepted Quote; the project-specific Proposal; applicable service-plan appendices; and these Terms and Conditions.

If the Agreement documents conflict, the order of precedence stated in the applicable government contract or solicitation will control. If no order of precedence is stated, mandatory governmental terms will control over conflicting provisions of these Terms and Conditions. These Terms and Conditions will supplement the government contract on matters not addressed by the controlling government documents.

Administrative information contained in a Purchase Order—such as billing address, Purchase Order number, funding code, and delivery instructions—will apply as stated. Additional substantive terms included in a Purchase Order will apply only to the extent required by law, incorporated into the controlling government contract, or expressly accepted by Green Stream in writing.

Agreement Documents and Order of Precedence: Non-Government Customers. If the Agreement documents conflict, the following order of precedence applies: (1) mutually executed amendments or change orders; (2) the accepted Quote; (3) the project-specific Proposal; (4) applicable service-plan appendices; and (5) these Terms and Conditions. Terms contained in a customer Purchase Order are for administrative purposes only unless expressly accepted by Green Stream in writing.

1. Equipment and Services 

1.1 Scope. Green Stream will provide the Equipment and Services identified in the accepted Quote and project-specific Proposal. Equipment models, quantities, service plans, deliverables, project assumptions, and responsibilities are limited to those expressly identified in the Agreement.

1.2 Project Authorization. Project phases will begin upon receipt of the approvals, Purchase Orders, Notices to Proceed, information, access, and payments required by the Proposal or Quote for the applicable phase. Following Phase 1, any material change to the approved scope, configuration, schedule, or budget must be documented in a revised Quote or written change order approved by the parties before the affected work proceeds.

1.3 Partial Performance. Green Stream may make partial shipments or complete portions of the Services separately when reasonably necessary for project delivery. Unless otherwise stated in the Quote, each portion may be invoiced in accordance with the applicable Quote milestone.

1.4 Customer Responsibilities. Customer will in a timely manner provide the site access, information, decisions, approvals, permits, personnel coordination, and other Customer responsibilities identified in the Agreement. Green Stream will not be responsible for delays or additional costs caused by incomplete or inaccurate Customer information, delayed access or approvals, permitting-authority review, unsafe site conditions, or the acts or omissions of Customer or Customer-selected third parties.

1.5 Changes. Work outside the agreed scope, including changes to sites, equipment, configurations, integrations, installation requirements, schedule, or deliverables, requires a written change order or revised Quote. Green Stream is not required to perform out-of-scope work until the parties agree upon the resulting price and schedule adjustments.

2. Ownership, Customer Data, and Intellectual Property

2.1 Purchased Equipment. Upon full payment, Customer owns the physical Equipment identified as purchased in the Quote. Ownership of physical Equipment does not transfer ownership of any underlying designs, firmware, software, documentation, manufacturing methods, inventions, or other Green Stream intellectual property incorporated into or used with the Equipment.

2.2 Customer Data. Customer owns the environmental measurements, site information, and other data collected specifically for Customer through the Equipment and Services (“Customer Data”).

Customer grants Green Stream a non-exclusive right to collect, process, store, reproduce, display, transmit, and distribute Customer Data as reasonably necessary to provide, secure, support, and improve the Services and to operate Customer-approved dashboards, alerts, APIs, public displays, and third-party integrations.

Green Stream may use aggregated or de-identified operational information that does not identify Customer, an individual, or a specific confidential site to evaluate security, system performance, reliability, and product improvement.

2.3 Green Stream Intellectual Property. Green Stream retains all rights, title, and interest in its pre-existing or independently developed hardware designs, circuit-board designs, firmware, software, Cloud Platform, APIs, algorithms, documentation, processes, trademarks, inventions, modifications, improvements, and other intellectual property (“Green Stream Technology”). Except for the limited access rights expressly granted under the Agreement, no ownership interest in Green Stream Technology is transferred to Customer.

2.4 Third-Party Technology. Equipment and Services may incorporate third-party or open-source products, software, components, or technology. Those items remain subject to the applicable owner’s rights and license terms.

2.5 Cloud Platform Access. During an active, paid Service Term, Green Stream grants Customer a limited, non-exclusive, non-transferable right to access and use the subscribed Green Stream Cloud Platform services for Customer’s authorized operations.

Customer may permit its employees, contractors, governmental partners, researchers, and other approved users or systems to access Customer Data when consistent with the Agreement. Customer will protect login credentials and API keys from unauthorized use and will promptly notify Green Stream of suspected unauthorized access. API keys may be used only for approved integrations and may not be publicly disclosed or used to circumvent service limitations or security controls.

2.6 Restrictions. Except as permitted by law or expressly authorized in writing, Customer will not reverse engineer, reproduce, resell, sublicense, or create derivative works from Green Stream Technology, or use the Services to interfere with the security, integrity, or operation of the Green Stream Cloud Platform.

3. Limited Warranty and Remedies

3.1 Green Stream-Manufactured Equipment. Green Stream warrants that Equipment manufactured by Green Stream will materially conform to the specifications identified in the Quote and will be free from material defects in materials and workmanship for one year from delivery or, when Green Stream performs installation, one year from commissioning, unless the Quote states otherwise.

3.2 Third-Party Equipment. Sensors, batteries, solar equipment, communications equipment, and other products manufactured by third parties are subject to the applicable manufacturer’s warranty. To the extent permitted by the manufacturer, Green Stream will reasonably assist Customer in submitting a valid warranty claim but does not provide an additional warranty for third-party Equipment unless expressly stated in the Quote.

3.3 Services. Green Stream warrants that it will perform Services in a professional and workmanlike manner. Customer must notify Green Stream of a claimed material deficiency in Services within thirty days after the affected Services are performed.

3.4 Exclusions. The warranties do not cover failure or damage caused by:

(a) accident, misuse, abuse, negligence, theft, vandalism, or unauthorized modification;
(b) installation, maintenance, or repair not performed in accordance with Green Stream or manufacturer instructions;
(c) animals, vegetation, debris, submersion beyond Equipment ratings, lightning, flooding, severe weather, or other environmental conditions;
(d) inadequate solar exposure, loss of external power, communications-network availability, weak or unavailable signal, or third-party service interruption;
(e) normal wear, consumable components, or failure to perform required inspection and maintenance; or
(f) Customer or third-party equipment, software, systems, or integrations not provided by Green Stream.

3.5 Warranty Claims. Customer will promptly notify Green Stream of a suspected covered defect and provide information reasonably necessary to evaluate the claim. Green Stream may require remote troubleshooting, photographs, diagnostic information, site access, or return of the affected Equipment before approving a warranty remedy.

3.6 Equipment Remedy. For a verified defect in Green Stream-manufactured Equipment during the Warranty Period, Green Stream will, at its option, repair or replace the defective Equipment or refund or credit the price paid for the defective Equipment.

Green Stream will pay reasonable standard shipping costs for an approved warranty return and replacement. Removal, onsite travel, field labor, and reinstallation are not included unless covered by the applicable Maintenance Plan or expressly stated in the Quote.

3.7 Services Remedy. For a verified breach of the Services warranty, Green Stream will, at its option, re-perform the affected Services or refund or credit the amount paid for the materially deficient portion of the Services.

3.8 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, GREEN STREAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

4. Invoicing, Payment, Service Terms, and Renewal

4.1 Project Invoicing. Green Stream will invoice according to the amounts and milestones stated in the Proposal and Quote. Equipment procurement and configuration may be conditioned upon receipt of the applicable Purchase Order and required initial payment. For staggered shipments, installations, or deliverables, Green Stream may invoice each completed portion separately when consistent with the Quote.

4.2 Payment Terms. Unless otherwise stated in the Quote, Customer will pay all undisputed invoices within thirty days after the invoice date. Customer will pay applicable sales, use, excise, and similar taxes unless Customer provides valid documentation of an exemption.

4.3 Initial Service Term. The initial term for Cloud Platform, telecommunications, and Maintenance Services begins on the service commencement date stated in the Proposal. If the Proposal does not specify a date, the Service Term begins when the applicable service is activated and made available for Customer’s use. Unless otherwise stated in the Proposal or Quote, each initial Service Term is one year.

4.4 Multiple Activations. When Customer has multiple site activation dates, Green Stream may prorate recurring fees to establish a common annual renewal date. Proration will be based on the remaining portion of the applicable annual service period and will not result in duplicate charges or loss of a prepaid service period.

4.5 Annual Invoicing. Cloud Platform, Telecommunications, Maintenance Services, and other annually priced recurring services identified in the Quote will be invoiced annually in advance at the beginning of the applicable Service Term or renewal term.

4.6 Renewal and Nonrenewal. Unless the Quote states otherwise, each Service Term automatically renews for successive one-year periods. Either party may decline renewal by giving written notice at least thirty days before the end of the then-current Service Term. Nonrenewal becomes effective at the end of the current Service Term and does not entitle Customer to a refund of fees already paid or accrued.

4.7 Renewal Pricing. Prices will not increase during a current Service Term except as a result of a Customer-requested change in services, usage, sites, or scope. Green Stream may change pricing for a renewal term by providing at least sixty days’ written notice. Customer may decline renewal under Section 4.6 if it does not accept the revised pricing.

4.8 Government Funding and Purchase Orders. If applicable law or Customer’s procurement requirements require an appropriation, Purchase Order, or other written authorization for a renewal, the renewal is subject to receipt of that authorization. Automatic renewal does not obligate a governmental Customer to purchase Services when applicable law requires separate funding or authorization.

Customer will make reasonable efforts to provide the required authorization before the renewal date and will promptly notify Green Stream of an expected delay or non-appropriation. Green Stream is not required to provide Services beyond the expiration of the authorized and funded Service Term without the required authorization.

If Customer confirms in writing that renewal funding has been approved but issuance of the Purchase Order is administratively delayed, Green Stream may continue the affected Services for up to thirty days after the renewal date. Customer will be responsible for charges incurred during that period to the extent permitted by law.

If funds are not appropriated or lawfully available for a renewal term, Customer may discontinue the affected Services at the end of the current funded Service Term without an early-termination charge. Non-appropriation does not excuse payment for Equipment delivered, Services already provided, or other amounts lawfully due.

4.9 Invoice Disputes. Customer will notify Green Stream in writing of a good-faith invoice dispute within fifteen days after receiving the invoice and will describe the basis of the dispute in reasonable detail. Customer will in a timely manner pay all undisputed amounts. The parties will work in good faith to resolve the disputed amount.

4.10 Suspension for Nonpayment. Green Stream may suspend an affected Service if an undisputed amount remains unpaid fifteen days after Green Stream gives Customer written notice of the delinquency. Before suspending Cloud Platform, telecommunications, or Maintenance Services, Green Stream will provide at least ten business days’ additional written notice identifying the affected Services, amount required to avoid suspension, and proposed suspension date. Green Stream will limit suspension to Services associated with the delinquent amount when reasonably practicable.

4.11 Effect of Expiration or Termination. Upon expiration, nonrenewal, or termination of a Service, Customer’s right to use the affected Cloud Platform, telecommunications, Maintenance, or integration Services ends. At Customer’s written request submitted before expiration or within thirty days thereafter, Green Stream will make Customer Data available in a standard export format, subject to payment of undisputed amounts and any applicable export charges identified in the service plan or Quote.

5. Installation, Commissioning and Acceptance

When Green Stream is responsible for installation and commissioning, Customer will review the system within ten business days after Green Stream gives notice that installation and commissioning is complete. The system will be considered accepted unless Customer identifies in writing within that period a material failure to meet the approved Final Solution Definition.

Green Stream will correct any verified material deficiency within a reasonable period, after which Customer will promptly complete its review. Minor items that do not materially prevent the system’s intended operation will not delay acceptance and may be documented on a corrective-action list.

Acceptance does not waive an applicable warranty.

6. Cloud Services and Third-party Dependencies

6.1 Service Availability. Green Stream will provide Cloud Platform and support services consistent with the selected service plan. Except for any express service level stated in the Quote or applicable service-plan appendix, Green Stream does not guarantee uninterrupted or error-free operation.

6.2 Third-Party Services. Telecommunications networks, satellite services, cloud infrastructure, mapping services, weather services, government data systems, and other third-party products or services may be necessary for system operation. Green Stream is not responsible for outages, changes, delays, discontinued services, inaccurate third-party data, or other conditions outside its reasonable control, but will use commercially reasonable efforts to restore or provide a reasonable workaround for affected Green Stream Services.

6.3 Alerts and Decision Support. Threshold alerts, dashboards, reports, and other system outputs provide situational awareness and decision support. They do not replace Customer’s emergency-management procedures, professional judgment, inspections, official warnings, or other sources of information. Customer remains responsible for determining thresholds, recipients, response procedures, and actions taken based upon system information.

6.4 Security. Each party will use reasonable administrative, technical, and physical safeguards appropriate to its responsibilities. Customer is responsible for managing its authorized users, protecting credentials, and promptly removing access for persons who are no longer authorized.

7. Confidentiality and Public Records

7.1 Confidential Information. “Confidential Information” means nonpublic technical, operational, financial, security, business, or proprietary information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

Confidential Information does not include information that the receiving party can demonstrate: (a) was lawfully known without restriction before disclosure; (b) becomes public through no breach of the Agreement; (c) is received lawfully from a third party without a confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

7.2 Protection and Permitted Use. The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using reasonable care. The receiving party may disclose Confidential Information to personnel, contractors, professional advisers, and governmental partners who need the information for the Agreement and are subject to appropriate confidentiality obligations.

7.3 Required Disclosure and Public Records. A party may disclose Confidential Information when required by law, subpoena, court order, or applicable public-records law. To the extent legally permitted, the receiving party will provide prompt notice so the disclosing party may seek confidential treatment or other protection. Green Stream acknowledges that governmental Customers may be required to disclose Agreement documents and related records under applicable public-records laws.

7.4 Duration. These confidentiality obligations continue during the Agreement and for five years thereafter, except that trade secrets will be protected for as long as they qualify as trade secrets under applicable law.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GREEN STREAM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO GREEN STREAM UNDER THE APPLICABLE QUOTE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not limit Customer’s obligation to pay amounts lawfully due or either party’s liability to the extent a limitation is prohibited by applicable law.

9. Termination

Either party may terminate the Agreement or an affected Service for a material breach if the breaching party fails to cure the breach within thirty days after receiving written notice describing the breach. If the breach cannot reasonably be cured within thirty days, the breaching party will not be in default if it begins corrective action within that period and diligently completes the cure.

Green Stream may suspend or terminate an affected Service for nonpayment in accordance with Section 4.10 or when continued operation would create a material security, legal, or safety risk.

Termination does not relieve Customer of its obligation to pay for Equipment delivered, Services performed, noncancelable commitments incurred for the project, or other amounts lawfully due through the effective termination date. Sections concerning ownership, Customer Data, confidentiality, payment obligations, warranty limitations, limitation of liability, and general provisions survive as reasonably necessary to give them effect.

10. General Provisions

10.1 Governing Law and Venue. The Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Except when Customer is legally required to use another forum, the state and federal courts located in Wake County, North Carolina, will have exclusive jurisdiction over disputes arising from the Agreement, and each party consents to that jurisdiction and venue.

10.2 Notices. Contractual notices must be in writing and delivered by personal delivery, nationally recognized overnight carrier, certified mail, or email with confirmation of receipt to the contacts identified in the Quote or Purchase Order. Either party may update its notice contact by written notice.

10.3 Entire Agreement and Amendments. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, and communications concerning that subject matter. An amendment, waiver, or modification is binding only when in writing and signed by authorized representatives of both parties. A waiver in one instance does not constitute a continuing waiver.

10.4 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Either party may assign the Agreement in connection with a merger, reorganization, or sale of substantially all assets related to the Agreement, provided the assignee assumes the assigning party’s obligations. Assignment by a governmental Customer remains subject to applicable law.

10.5 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, or authority for either party to bind the other.

10.6 Export Compliance. Customer will not export, re-export, release, or make Green Stream software, technology, or technical data available in violation of applicable United States export-control and sanctions laws. Each party will comply with export laws applicable to its performance under the Agreement.

10.7 Force Majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including severe weather, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, governmental action, labor disruption, supply-chain interruption, transportation delay, telecommunications or utility failure, or inability to obtain required components. The affected party will provide reasonable notice and use commercially reasonable efforts to mitigate the effects. Payment obligations for Equipment delivered or Services already performed are not excused. If the event continues for more than 120 consecutive days and materially prevents performance, either party may terminate the affected portion of the Agreement by written notice.

10.8 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain effective.

10.9 Counterparts and Electronic Signatures. The Agreement and related amendments may be executed in counterparts and by electronic signature, each of which will be treated as an original and together constitute one instrument.