Terms and Conditions

Last updated: July 7, 2026.

These Terms and Conditions govern the provision of all goods and services by Giga-Green Technologies, Inc. (“We”, “Us”, or “Our”) to the client doing business with Us (“You” or “Your”). Unless otherwise agreed in writing, these Terms are incorporated into every Quote, Order, Plan, Contract, or other arrangement related to Our provision of Goods and Services.

Definitions

Project: Any discrete body of work or Service, requested by You and provided by Us, that is expected to require more than eight (8) hours of labor to complete. Projects typically involve planning, configuration, and implementation. Projects may be subject to separate proposals, Statements of Work (SOWs), pricing, and timelines, and are billed according to Our standard project billing rate unless otherwise agreed in writing.
Business Hours: Our standard hours of operation for support and service delivery, which are Monday through Friday, 7:00 AM to 7:00 PM Central Time, excluding holidays.
Products: Any hardware, software, third-party subscriptions, or other tangible or digital goods provided by Us to You.
Terms and Conditions, Terms: The terms and conditions described in this document, which govern the provision of all Goods and Services.
Services: Any professional, technical, managed, consulting, or support services provided by Us to You. Services may be ongoing or project-based and are subject to the terms outlined in these Terms. Services do not include the sale, licensing, or delivery of Products.
We, Us, Our: Giga-Green Technologies, Inc.
You, Your: The client doing business with Us.

Scope and Applicability

Applicability of Terms. Unless otherwise agreed to in writing by Us, these Terms and Conditions (“Conditions”) are incorporated into, and shall govern, every Quote, Order, Plan, Contract, or other arrangement related to the provision of Goods and/or Services by Us to You. These Conditions shall take precedence over any conflicting or inconsistent terms in any such agreements, unless explicitly stated otherwise in a separate written agreement signed by an authorized representative of Us.

Severability. If any provision of these Conditions is determined to be invalid, illegal, or unenforceable for any reason, such provision shall be severed to the extent necessary, and the remainder of the Conditions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been included.

No Fixed Term & Modification of Terms

No Fixed Term. These Terms and Conditions do not establish a fixed contractual term or commitment between You and Us. Instead, they outline Our standard policies and procedures governing the supply of Goods and/or Services when no separate written contract is in place.

Modification of Terms. We reserve the right to modify these Terms and Conditions at any time at Our sole discretion. Any changes will be effective immediately upon posting the updated Terms on Our website or providing notice to You. Your continued use of Our Services following such modifications constitutes acceptance of the updated Terms.

Customer Responsibility. You are responsible for reviewing the Terms periodically to stay informed of any changes. Publication of the updated Terms on Our website constitutes sufficient notice of any changes, and We are under no obligation to provide further individual notice. If You do not agree to the modified Terms, You must discontinue use of Our Services.

Representations

No Unauthorized Representations. No employee, agent, or representative of Ours has the authority to make any representation, warranty, or promise regarding the supply of Goods and/or Services, except as expressly stated in these Terms and Conditions or in a separate written agreement signed by an authorized representative of Ours.

Notices

Method of Communication. Any notice given under these Terms and Conditions will be in writing and sent via email to the last email address provided by the receiving party.

Receipt of Notices. A notice will be deemed received:

At the time of sending, if no delivery failure or bounce-back notification is received; or
On the next business day, if sent outside of normal business hours.

Responsibility for Updated Contact Information. You are responsible for ensuring that Your contact details, including email address, remain current and accurate. We are not liable for any consequences resulting from Your failure to update Your contact information.

Governing Law and Jurisdiction

Applicable Law. These Terms and Conditions, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict of laws principles.

Jurisdiction. Any legal action, suit, or proceeding arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in North Dakota. You irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue or forum non conveniens.

Alternative Dispute Resolution. Before initiating any formal legal action, both parties agree to attempt in good faith to resolve any dispute through negotiation or mediation.

Assignment

Restrictions on Assignment. You may not assign, transfer, or delegate any of Your rights or obligations under these Terms and Conditions without Our prior written consent. Any attempted assignment without such consent will be null and void.

Our Right to Assign. We may assign, transfer, or subcontract Our rights and obligations under these Terms and Conditions at Our discretion, provided that such assignment does not materially affect the Services provided to You.

Quotes

Nature of a Quote. A Quote issued by Us is an invitation for You to place an Order with Us and does not constitute a binding contract. Acceptance of a Quote by You does not create any obligation on Our part to supply the quoted Goods and/or Services until the Quote is confirmed as final and an Order is placed.

Finalizing a Quote. A Quote is considered final once both Parties agree to the final price, including any changes requested by You and accepted by Us. Once confirmed as final, the prices in the Quote become the agreed prices for the associated Goods and/or Services.

Price Adjustments and Availability.

If You request changes to the original Quote, the final agreed price may vary accordingly.
We reserve the right to alter product availability and pricing in a Quote until it is confirmed as final.
If a product or service in a Quote is subject to pricing or supply fluctuations beyond Our control, We may update the Quote accordingly.
Non-stocked products are subject to supplier pricing and stock changes and can only be confirmed once the Quote is turned into an Order.

Special Pricing and Discounts. Any special price, discount, or promotional offer applied to a Quote cannot be combined with any other promotions, discounts, or bonus offers.

Freight, Delivery, and Estimated Arrival Times. Freight charges will be added to the final Order unless otherwise stated in the Quote. Any delivery charges included in a Quote are estimates only and subject to change. Estimated delivery times are based on vendor estimates and do not constitute a binding guarantee.

Inventory and Order Fulfillment. We do not maintain inventory and only order items upon receiving a confirmed Order from You. If You request to return an item or cancel an Order after it has been placed, a restocking fee may apply. Returns are subject to distributor approval, and not all products may be eligible for return or refund.

Modification or Withdrawal of Quotes. A Quote remains subject to modification or withdrawal at any time at Our sole discretion and without prior notice to You. A Quote does not have a guaranteed validity period and is subject to changes in product availability, supplier pricing, or other external factors. Once a Quote is confirmed as final by both Parties, the prices and terms within it will be honored.

Orders

Order Process. Orders must be placed using the Quote → Confirmation → Order process. If an Order is placed via email, these Terms and Conditions will apply in full, and We are not responsible for any errors resulting from miscommunication or incorrect information provided by You.

Pricing and Payment. If the distributor price changes after We accept an Order but before delivery, We will refund only the amount received from You for the affected product. We are not obligated to deliver any Order until We have received full payment in cleared funds, including any related freight, delivery, and applicable in-transit insurance costs.

Reliance on Appearance of Validity. Absent actual knowledge to the contrary, We may rely on the apparent validity of an Order. If an Order is signed, sent by email, or approved through Our web-based ordering system by a named person, that person warrants that the Order is valid and is deemed to be:

Signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
Duly authorized by the person on whose behalf the Order is placed or appears to be placed.

Order Fulfillment and Delivery. We do not maintain inventory and only place Orders with suppliers upon receiving a confirmed Order from You. Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates and may be subject to change. Estimated delivery times are based on vendor estimates and do not constitute a binding guarantee.

Credit Checks and Payment Terms. If We consider extending credit or offering payment terms, We may conduct a credit reference check on You. By placing an Order, You consent to such checks.

Cancellation of Orders. You may not cancel an Order unless We agree to do so in writing, at Our sole discretion. Orders cannot be canceled once the manufacturer or supplier has dispatched the relevant Goods, which often occurs on the same day the Order is placed.

Subscription Services

Third-Party Subscription Terms. Certain Services, including but not limited to Microsoft Cloud Subscriptions, are subject to vendor-imposed terms and conditions that We must pass through to You. By purchasing a subscription through Us, You agree to be bound by the vendor’s terms, including but not limited to contract duration, renewal policies, usage restrictions, and cancellation limitations. If a vendor requires a minimum commitment period (e.g., a one-year term with no early cancellation), You acknowledge that You are responsible for the full term, even if You no longer wish to use the Service. You are required to complete any necessary vendor authorization processes in order to complete a transaction.

Renewals and Customer Responsibility. Many subscription-based Services automatically renew unless canceled in advance. It is Your responsibility to track renewal dates and notify Us in writing before the renewal date if You wish to cancel. We will make reasonable efforts to provide renewal reminders as a courtesy, but We do not guarantee notification of upcoming renewals. Failure to receive a reminder does not relieve You of renewal obligations.

Billing and Payment. Subscription fees will be invoiced in accordance with the vendor’s billing cycle and must be paid in full, regardless of usage. If a vendor increases pricing or modifies terms upon renewal, You acknowledge that the updated pricing and terms will apply unless You cancel prior to renewal.

No Early Cancellation. If a subscription includes a fixed-term commitment, it cannot be canceled early, and You remain responsible for all payments through the end of the commitment period. If a vendor offers an option to cancel early with a penalty or buyout fee, You agree to pay any such fees if You choose to terminate the subscription before the end of its term.

Liability Disclaimer. We are not responsible for vendor-imposed restrictions, service disruptions, or changes to subscription terms. If a vendor discontinues a service, changes pricing, or modifies contract terms, We will make reasonable efforts to inform You, but We are not liable for any losses or impacts resulting from such changes.

Pricing and Rates

Rates and Taxes.

All rates and amounts charged or quoted for Goods and/or Services are exclusive of all applicable taxes, unless otherwise stated in writing.
You are responsible for any sales tax, value-added tax (VAT), or other government charges imposed on the purchase of Goods or Services, except for taxes based on Our income.
We only collect and remit sales tax in states where We have nexus, which currently includes North Dakota, Minnesota, and Arizona. If You are located outside of these states, You are solely responsible for reporting and remitting any applicable sales or use taxes.
Tax-Exempt Customers: If You qualify for a tax exemption, You must provide Us with a valid and properly completed resale certificate, exemption certificate, or other required documentation before placing an Order. We will not issue refunds or credits for taxes collected prior to receiving valid documentation.

Rates Schedule. The rates for Goods and Services are set forth in the applicable Plan and Rate Schedule, which may be updated from time to time. You agree to pay for Goods and Services at the rates in effect at the time of provision, unless You have a separate written agreement specifying fixed pricing for a defined period. We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

Rate Changes. We reserve the right to modify or update any Rate and/or Rate Schedule at Our sole discretion and without prior notice to You, unless otherwise stated in a specific Plan or agreement. Any changes to the Rate Schedule will take effect upon publication or notification to You and apply to any future Orders or Services.

Return and Cancellation Fees. If We arrange a return or refund on Your behalf, or if You cancel an Order after it has been accepted, We may charge a Return/Cancellation Fee to cover administrative and processing costs. This fee may be deducted from any refund amount due to You. Not all Orders may be eligible for return or refund.

Expenses and Additional Charges. In addition to standard Rates and call-out fees, You must reimburse Us for any out-of-pocket expenses incurred in providing Services to You. These expenses may include, but are not limited to:

Travel costs (flights, car hire, fuel, insurance, taxi fares).
Accommodation and related meal allowances.
Tolls and parking expenses.

Where appropriate, We will obtain Your prior written authorization before incurring such expenses.

Minimum Billable Time. Certain Services may be subject to a minimum billable time, as specified in the applicable Rate Schedule or Plan. If a minimum billable time applies, You agree to pay for the minimum duration, even if the actual service time is less than the stated minimum.

Administration Fee for Third-Party Goods and Services. Purchases of third-party goods and services, including but not limited to hardware and software licenses, are subject to an Administration Fee to cover the costs associated with procurement, provisioning, and transaction processing. The Administration Fee is a separate charge and is not included in the price of the third-party goods or services. This fee covers only the administrative costs of facilitating the purchase and provisioning of the product or service. It does not include:

Any technical support, troubleshooting, or setup assistance beyond the initial provisioning.
Any ongoing management, maintenance, or warranty services unless otherwise stated in a separate agreement.

The Administration Fee is non-refundable, even if the product or service purchased is later canceled, returned, or otherwise unused.

Payments and Invoices

Invoices and Billing Schedule.

We will issue invoices for Services on the 1st of each month, covering the previous billing period.
Products will be invoiced at the time an Order is placed and are generally bound by vendor terms, including but not limited to payment requirements, return policies, and fulfillment timelines.
All invoices are due and payable within 15 days of the invoice date unless otherwise agreed in writing.

Collection Costs for Late Payments. If Client fails to make payments within 60 days of the due date, Client shall be responsible for all costs incurred by Us in collecting overdue amounts. These costs may include, but are not limited to:

Legal fees and court costs
Collection agency fees
Collection bonds and processing fees
Reasonable staff costs at Our standard hourly rates for time spent in collection efforts

This obligation to cover collection costs shall survive termination of Services.

Set-Offs, Backcharges, and Discounts. Payment of invoices shall not be subject to any set-offs, backcharges, or discounts unless explicitly agreed to in writing. Payments for Services rendered and expenses incurred shall remain due and payable, regardless of any suspension of Services.

Late Payment Penalty. If full payment is not received within 30 days of the invoice date, a finance charge of 1.75% per month (or the maximum rate allowed by law) will be applied to the past-due amount. Any payments received after the due date will be applied first to accrued penalties and then to outstanding principal amounts.

Suspension of Services for Nonpayment. We may suspend Services at Our discretion if Client fails to make payments when due. Services will be resumed only upon full payment of the outstanding balance. We shall have no liability for any costs, losses, or damages incurred by Client as a result of the suspension of Services due to nonpayment.

Warranties

Manufacturer’s Warranty Only. We do not provide any additional warranties, express or implied, on any Goods that We sell. The only warranty applicable to such Goods is the manufacturer’s warranty, if any. It is Your responsibility to review and comply with the manufacturer’s warranty terms, including any registration, maintenance, or support requirements.

No Implied Warranties. To the fullest extent permitted by law, We expressly disclaim all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Any issues or defects in Goods must be addressed directly with the manufacturer in accordance with their warranty terms.

Warranty Claims & Support. If You require assistance in filing a warranty claim with the manufacturer, We may provide support at Our standard hourly rates, but We are not responsible for the outcome of the claim. We do not provide refunds, exchanges, or replacements for Goods unless expressly authorized by the manufacturer or distributor.

Returns and Inspection of Goods

General Return Policy. Goods may only be returned if permitted by the manufacturer or supplier. We do not accept returns unless explicitly authorized in writing. You are responsible for all return shipping costs, including any applicable restocking fees, unless otherwise stated in writing.

Customized and Non-Returnable Goods. Goods that include any customization, special-order components, or unique modifications for You are not eligible for return. Goods cannot be returned or canceled if:

They have been customized for Your specifications.
They are considered special or unusual in Our opinion.
They were sourced from overseas suppliers and are not readily returnable.
They were obtained from a supplier who is no longer trading.
They are otherwise not returnable to the manufacturer or supplier.

Related services associated with non-returnable Goods may not be canceled once initiated.

Duty to Inspect and Notice of Issues. You must inspect all Goods immediately upon delivery. If You believe there is an issue with the Goods, You must notify Us in writing within 7 days of delivery. This notice must include the reason for the return, refund request, or claim. If You fail to provide written notice within this timeframe, You accept the Goods as-is, and no return, refund, or claim will be honored.

Return Process. If a return is approved, We will provide instructions for returning the Goods to the appropriate manufacturer, supplier, or designated return location. All returns must be in original condition, unused, and in their original packaging, unless otherwise approved. Refunds, if applicable, will be processed only after We or the manufacturer confirm the returned Goods meet return eligibility criteria.

Product Support. Unless otherwise covered by a separate support contract, all support services for third-party products, including but not limited to hardware, software, and cloud services, are billed at Our standard hourly rates as set forth in the Rate Schedule. Product support includes, but is not limited to:

Troubleshooting and diagnosing issues.
Assistance with installation, configuration, or updates.
Vendor liaison services, including warranty claim assistance.

Support for third-party products is provided on a best-effort basis and is subject to the vendor’s support policies, limitations, and response times. We make no guarantees regarding the availability, resolution time, or effectiveness of support for third-party products.

Service Requests

Submitting Service Requests. All service requests must be submitted via email to support@giga-green.com or by phone at +1 (701) 630-7188. Failure to submit requests through these official channels may result in delays in Our response time or the fulfillment of the requested service.

No Service Level Guarantee Without a Support Contract. Unless covered under a separate support contract, We do not guarantee any specific response time, resolution time, or service level agreement (SLA). All service requests submitted without a support contract will be handled on a best-effort basis, subject to availability and workload.

Computer Utility, Functionality, and Fitness for Purpose

Existing Equipment Condition. We provide Services on an hourly basis and do not guarantee the performance, functionality, or suitability of Your existing equipment, software, or infrastructure. If You choose to continue using outdated, incompatible, or unsupported hardware or software, You do so at Your own risk, and We are not responsible for any performance issues, failures, security vulnerabilities, or incompatibilities that may arise.

No Warranty of Fitness for a Particular Purpose. We make no representations, warranties, or guarantees that Your existing equipment, software, or systems will meet Your performance needs or operational requirements. Any recommendations We provide regarding system upgrades, replacements, or modifications are advisory only. If You decline recommended upgrades, You acknowledge that this may impact performance, reliability, and security.

Limitation of Liability. To the fullest extent permitted by law, We shall not be liable for any losses, downtime, inefficiencies, security risks, or damages resulting from:

The use of outdated, failing, or insufficient equipment.
Your failure to follow Our recommendations regarding necessary upgrades or replacements.
Any limitations inherent to Your existing technology infrastructure.

If issues arise due to equipment that is unfit for purpose, additional time and labor may be required to diagnose or work around these limitations, which will be billed at Our standard hourly rates.

Access to Systems, Sites, and People

Customer’s Obligation to Provide Access. You must provide Us with the necessary access, credentials, permissions, and physical entry (where applicable) to perform the Services effectively. This includes, but is not limited to:

Administrative access to systems, networks, and devices.
Remote access through VPN, remote desktop, or other secure methods.
On-site access to facilities, equipment, and relevant personnel.

If We are unable to perform the required Services due to lack of access, delays caused by You, or restrictions imposed by You, any additional time spent attempting to gain access or work around these limitations will be billed at Our standard hourly rates.

Limitation of Liability for Restricted Access. We shall not be held liable for any delays, failures, security incidents, data loss, or operational disruptions caused by Your failure to provide sufficient access. If limited access prevents Us from diagnosing, troubleshooting, or resolving an issue, You acknowledge that this may impact the effectiveness of the Services provided, and We will not be responsible for any resulting problems or downtime. If We recommend security, compliance, or access control changes that You decline to implement, You assume full responsibility for any security vulnerabilities, data breaches, or non-compliance issues that may arise.

Customer’s Responsibility for Credentials and Security. You are responsible for securely providing Us with access credentials and permissions. We will not store or manage Your credentials beyond what is necessary for Service delivery. If We store access credentials for recurring Services, We will take reasonable precautions to protect them, but You remain responsible for regularly reviewing and updating access permissions.

Third-Party Authorizations

Customer Responsibility for Authorizations. You are responsible for obtaining any necessary approvals, permissions, or authorizations from third parties that may be required for Us to perform the Services. This includes, but is not limited to:

Internet service providers (ISPs), cloud service providers, software vendors, and telecom carriers.
Building management, landlords, or security teams for physical access to on-site locations.
Any regulatory or compliance-related approvals necessary for modifications or integrations.

If a third-party service provider requires You to authorize Us as an agent or designated administrator to perform Services, You must complete all required authorization processes before We commence work.

Impact of Third-Party Restrictions. If We are unable to complete the requested Services due to Your failure to obtain necessary third-party authorizations, You will be billed for any time spent attempting to gain access or work around these limitations at Our standard hourly rates. We shall not be liable for delays, service disruptions, or additional costs resulting from a third party’s refusal to grant necessary access, permissions, or administrative control.

If a third party imposes unexpected limitations, costs, or policy changes that impact Our ability to deliver Services as quoted, We reserve the right to:

Adjust the scope, timeline, or pricing of Services accordingly.
Require You to assume responsibility for additional costs or obtain an alternative solution.

Third-Party Agreements and Service Limitations. Our Services do not modify or override the terms of any agreements You have with third-party vendors. You are solely responsible for ensuring that requested Services comply with the terms of Your agreements with software providers, cloud vendors, or other service providers. We are not responsible for third-party licensing requirements, compliance obligations, or support limitations unless explicitly stated in a separate written agreement.

Software

Software Licenses and Customer Responsibility. You are solely responsible for obtaining, maintaining, and complying with all Software licenses used within Your environment, including any Software installed by Us. You must securely store all Software license information and documentation to ensure it can be reproduced if required.

Indemnification for Software Use. You agree to indemnify and hold Us harmless against any claims, allegations, losses, damages, or expenses arising directly or indirectly from:

Unauthorized Software use by You.
Breach of any Software license for Software provided by You for installation on Your systems.
Installation of Software by Us at Your request when You do not have proper authorization or licensing.
Defects, malfunctions, or issues related to any Software (or associated services) supplied by third parties.

Ownership of Custom Software. Unless explicitly agreed otherwise in a separate written agreement, all copyright and intellectual property rights in any custom Software developed by Us shall remain Our sole property.

Non-Solicitation of Clients and Employees

Non-Solicitation of Employees. You acknowledge that Our employees are one of Our most valuable assets and that professional ethics and policy prohibit them from seeking or accepting employment with You during the course of Our engagement and for a period of two (2) years thereafter (or the maximum period permitted by law). You agree not to solicit, hire, or attempt to hire any of Our employees or contractors, either directly or indirectly, during this period.

Liquidated Damages for Breach. You acknowledge that a breach of this provision would cause damages that are impracticable and difficult to quantify. Therefore, in the event You violate this clause, You agree to pay Us liquidated damages equal to 100% of the employee’s total annual salary at the time of departure. This liquidated damages amount is not a penalty but is a reasonable estimate of the costs We would incur to identify, recruit, hire, and train a suitable replacement. In addition to liquidated damages, We reserve the right to immediately terminate all Services without further notice or liability to You if a breach occurs.

Website Disclaimer

No Representations or Warranties. We make no representations or warranties regarding the accuracy, completeness, reliability, or availability of any information provided on Our website. To the fullest extent permitted by law, We disclaim all liability for:

Errors, omissions, or inaccuracies in website content.
Interruptions, delays, or technical issues affecting website availability, including but not limited to system malfunctions, server failures, or internet disruptions.
Viruses, malware, or security vulnerabilities affecting access to or use of Our website.
Third-party content, links, or endorsements, including references to third-party products or services.

Third-Party Links and Content. Any links to third-party websites are provided for convenience only and do not constitute an endorsement, sponsorship, or affiliation with such third parties. We are not responsible for the content, security, or privacy practices of any linked websites or third-party services.

Copyright and Confidentiality

Intellectual Property Warranty and Indemnification. You warrant that any confidential information, copyrighted material, or intellectual property provided by You to Us belongs to You or that You have the necessary rights to use and share it. If this warranty is breached, You remain responsible for all payments due to Us, regardless of any non-performance resulting from such a breach. You agree to indemnify and hold Us harmless against any claims, losses, damages, or expenses arising from any breach of this warranty.

Ownership of Work and Intellectual Property. Unless otherwise agreed in writing, all copyright, intellectual property rights, and proprietary materials created, commissioned, or acquired by Us in the course of providing Services shall remain Our exclusive property. You are granted a non-exclusive, non-transferable license to use such Work only for its intended purpose and only in connection with the Services provided by Us.

Confidentiality Obligations. During the course of providing Services, We may receive non-public, personal, or confidential information from You, including information related to Your business, customers, employees, or proprietary processes. We shall treat all such information as confidential and shall take commercially reasonable measures to prevent its unauthorized use or disclosure.

Mutual Non-Disclosure. Both Parties acknowledge that any information, consulting techniques, proposals, documents, or proprietary materials disclosed during the course of business constitute valuable and confidential assets of the disclosing Party. Neither Party shall disclose, copy, sell, transfer, assign, or distribute any such confidential information to any third party, except:

With prior written consent from the disclosing Party.
As required by law or legal process, provided that the disclosing Party is notified (where legally permitted) to allow for protective measures.

Data Protection and System Reliability

Importance of Data Protection. We understand that Your data is valuable, and We take reasonable precautions when providing Services. However, technical work carries inherent risks, including data loss, corruption, or temporary downtime. To ensure the best possible outcome, We strongly recommend that You perform a full system backup before We begin any work.

Customer Responsibility for Backups. You are responsible for maintaining up-to-date and verified backups of all critical data, applications, and system configurations. If You are unsure how to perform a backup, We are happy to provide guidance or assistance at Our standard hourly rates.

Limitations of Liability. While We strive to provide reliable Services, We cannot guarantee that data loss, corruption, or downtime will not occur. Accordingly, to the maximum extent permitted by law, We shall not be liable for:

Loss or corruption of data.
System downtime or business interruption.
Hardware or software failures.
Cybersecurity incidents, including hacking or malware infections.
Any costs associated with recovery efforts.

If data recovery is required, We can assist upon request at Our standard hourly rates, but We cannot guarantee that data can be fully restored.

No Indirect or Consequential Damages. We are not responsible for any indirect, incidental, or consequential damages, including but not limited to:

Loss of business, revenue, or profits.
Third-party claims related to service interruptions.

In any case, Our total liability shall not exceed the amount paid by You for the specific Services related to the issue.

Compliance and Regulatory Requirements

Customer Responsibility for Compliance. You are solely responsible for ensuring that Your use of Our Goods and Services complies with all applicable laws, regulations, industry standards, and contractual obligations, including but not limited to:

Cybersecurity and data protection regulations (e.g., GDPR, CCPA, HIPAA).
U.S. government and defense-related compliance requirements (e.g., CMMC, NIST 800-171, DFARS).
Software licensing agreements and vendor-imposed restrictions.

We do not guarantee compliance with any specific legal, regulatory, or contractual requirements unless explicitly agreed upon in a separate written agreement.

Advisory Nature of Compliance Recommendations. If We provide advisory services related to compliance (e.g., CMMC readiness, NIST 800-171 assessments), such services are intended to assist You in identifying potential gaps but do not constitute legal or regulatory certification. You acknowledge that achieving and maintaining compliance is an ongoing responsibility that depends on Your implementation of recommended security controls, policies, and technical measures.

Liability Disclaimer. We shall not be liable for any fines, penalties, legal actions, contract terminations, or other consequences resulting from Your failure to maintain compliance with applicable regulations. If You fail to follow Our compliance recommendations, You assume full responsibility for any resulting security vulnerabilities, regulatory violations, or financial damages.

Indemnification for Non-Compliance. You agree to indemnify, defend, and hold Us harmless from any claims, penalties, or liabilities arising from Your failure to comply with applicable regulatory requirements, including:

Regulatory fines and enforcement actions (e.g., data breaches, audit failures).
Breach of contract claims related to compliance obligations (e.g., CMMC non-compliance affecting government contracts).
Third-party lawsuits or damages resulting from non-compliance.

Changes in Regulatory Requirements. If a regulatory body introduces new or modified compliance requirements that impact the Services We provide, We reserve the right to:

Adjust Our Services, policies, or pricing accordingly.
Require You to implement additional security measures to remain compliant.
Decline to provide Services if compliance cannot be reasonably achieved.

Force Majeure

Excused Non-Performance. We shall not be liable for any failure or delay in performing Our obligations under these Terms and Conditions due to circumstances beyond Our reasonable control. If We are unable to supply Goods or provide Services due to such circumstances, We may, at Our discretion:

Cancel the Order, even if it has already been accepted.
Suspend or cease Services by providing written notice to You.
Be excused from any resulting liability, and You agree to hold Us harmless for any impact caused by such cancellation or suspension.

Events Constituting Force Majeure. Events beyond Our control include, but are not limited to:

Supply chain failures caused by third parties.
Transport disruptions, including stoppages or breakdowns.
Natural disasters, such as fire, flood, earthquake, or other acts of God.
Labor disruptions, including strikes, lockouts, and work stoppages.
Wars, riots, or civil unrest.
Government intervention, regulatory changes, or public authority actions.
Explosions, accidents, or other unforeseen events affecting Our ability to perform.

No Liability for Force Majeure Events. We shall not be considered in breach of contract or liable for any damages, losses, or delays resulting from a Force Majeure event. If a Force Majeure event continues for an extended period, We reserve the right to terminate affected Services without liability.

Limitation of Liability

General Limitation of Liability. To the maximum extent permitted by law, Our total liability for any claims, damages, losses, or expenses arising out of or related to these Terms and Conditions, the provision of Goods or Services, or any related transactions — whether based on contract, tort (including negligence), strict liability, or any other legal theory — shall not exceed the total amount paid by You to Us for the specific Goods or Services giving rise to the claim in the six (6) months preceding the event that caused the liability.

Exclusion of Indirect and Consequential Damages. Under no circumstances shall We be liable for any indirect, incidental, punitive, special, or consequential damages, including but not limited to:

Loss of business, revenue, profits, or anticipated savings.
Loss or corruption of data, system downtime, or service interruptions.
Business interruptions or reputational damage.
Costs related to recovering lost data, replacing hardware, or restoring services.
Any third-party claims arising from Your use of the Goods or Services.

Service Limitations and Risk Acknowledgment. You acknowledge that technical services inherently carry risks, including potential data loss, downtime, or system instability. While We take reasonable precautions, You assume all risks associated with technical work and agree to maintain appropriate backups and fail-safes. We shall not be responsible for failures caused by third-party vendors, software providers, internet service providers, or any external factors beyond Our reasonable control.

Exceptions and Mandatory Liability. Nothing in this section shall exclude or limit liability for gross negligence, willful misconduct, or liability that cannot be excluded under applicable law. If applicable law does not allow the limitation of liability as stated above, Our liability shall be limited to the minimum extent permitted by law.

Indemnification

General Indemnification. You agree to defend, indemnify, and hold Us harmless from and against any and all claims, demands, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your misuse of Our Goods or Services.
Your failure to obtain necessary licenses, authorizations, or comply with third-party terms.
Any security breaches, data losses, or compliance violations caused by Your failure to follow Our recommendations or best practices.
Claims by third parties arising from Your use of the Services, including but not limited to allegations of copyright infringement, data protection violations, or breaches of contract.

Third-Party Actions. If any third party brings a claim against Us related to Your use of the Services or Goods, You shall:

Promptly assume the defense of such claim at Your sole expense, using competent legal counsel reasonably acceptable to Us.
Indemnify Us for any settlement, damages, or penalties that may result from such claim, provided that no settlement shall be made without Our prior written consent.

Exclusions from Indemnification. You shall not be required to indemnify Us to the extent that a claim arises solely from Our gross negligence or willful misconduct.

Survival of Indemnification. Your indemnification obligations shall survive the termination or expiration of these Terms and Conditions and shall continue to apply to any claims arising from actions or omissions occurring before termination.

Termination of Services

Termination by Us. We may terminate or suspend Our provision of Goods or Services to You, in whole or in part, under any of the following circumstances:

Nonpayment: If You fail to make payments when due, We may suspend Services upon 15 calendar days’ written notice and terminate Services if payment is not received within 30 calendar days of the due date.
Breach of Terms: If You materially breach these Terms and fail to remedy the breach within 10 calendar days of written notice.
Security Risks: If We determine, in Our reasonable discretion, that Your use of the Services creates a security risk, violates compliance requirements, or could compromise system integrity.
Unlawful or Unethical Activities: If You engage in illegal, unethical, or fraudulent activities using Our Services.
Business or Operational Risks: If continued service to You poses a risk to Our business, employees, or other Clients, including excessive demands for support outside of reasonable expectations.

Termination by You. You may terminate Services at any time by providing 30 days’ written notice. Any outstanding invoices or unpaid amounts for Services rendered up to the termination date remain due and payable. Certain Goods or Services, such as subscription-based services, may be subject to vendor-imposed commitment periods and cannot be canceled early without incurring cancellation fees or continued payment obligations as outlined in the Subscription Services section.

Effect of Termination. Upon termination, all Services will cease, and You will no longer have access to any systems, data, or services provided by Us unless otherwise agreed in writing. If Services are terminated for nonpayment or breach, You remain responsible for all outstanding amounts due, including late fees, collection costs, and any applicable termination fees. Any licenses, access credentials, or accounts provided by Us may be revoked or disabled upon termination unless otherwise agreed.

Data Handover and Transition Assistance. Upon termination, We will provide reasonable data handover and transition assistance to facilitate the transfer of Your data or systems to You or a designated third party. Any transition assistance, including data migration, export, or documentation, will be provided at Our standard hourly rates as set forth in the Rate Schedule. You must request any data handover within 15 days of termination. After this period, We are not obligated to retain or provide access to any data unless required by law.

Survival of Terms. The following provisions shall survive termination:

Payment obligations, including outstanding invoices and collection costs.
Confidentiality, non-solicitation, and intellectual property rights.
Limitations of liability and indemnification clauses.

Contact

Questions about these Terms? Email info@giga-green.com or call +1 (701) 630-7188.