Services Agreement

Version 1.0 | Effective April 29, 2026.

This Services Agreement (the “Agreement”) governs the relationship between Green Places, Inc. (“Greenplaces”) and the entity identified in the applicable Order Form (“Customer”). This Agreement becomes effective on the date Customer executes its first Order Form referencing these terms (the “Effective Date”). Greenplaces and Customer may each be referred to herein as a “Party” or collectively as the “Parties.”

In consideration of the mutual promises herein contained, Customer and Greenplaces hereby agree as follows:

1. SERVICES.

1.1 From time to time during the term of this Agreement, the Parties may enter into one or more order forms that will set forth certain services to be performed by Greenplaces (the “Services”) and the fees to be paid to Greenplaces, each of which shall become effective upon its execution and delivery by each of the Parties (each, an “Order Form”). All Order Forms shall be subject to the terms and conditions of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of an Order Form, the terms of this Agreement will govern unless the Order Form specifically identifies the provision intended by the Parties to be modified.

1.2 Customer shall reasonably cooperate with Greenplaces in Greenplaces’ performance of the Services under each Order Form, including without limitation by (i) making personnel reasonably available to Greenplaces personnel, (ii) making data, information, and any other items reasonably requested by Greenplaces timely available to Greenplaces in connection with the Services, and (iii) providing timely feedback and approvals as requested by Greenplaces. Customer shall also perform and fulfill all of Customer’s obligations set forth in each Order Form, if any, on a timely basis. Customer acknowledges and agrees that the Services and Deliverables (as defined below) are dependent on the timeliness and accuracy of the data, information, and other content provided by Customer to Greenplaces (the “Customer Inputs”).

1.3 During the term of any active Order Form, Greenplaces may provide Customer with access to the Greenplaces compliance platform (the “Platform”) for the purpose of accessing, reviewing, and maintaining the Deliverables produced under such Order Form. Greenplaces retains all right, title, and interest in and to the Platform and all underlying technology.

1.4 Customer shall have fifteen (15) business days following delivery of each Deliverable to review and either accept or provide written feedback specifying required changes. If Customer does not provide written feedback within such period, the Deliverable shall be deemed accepted. Greenplaces shall use commercially reasonable efforts to address Customer’s feedback and redeliver within a reasonable timeframe.

2. FEES; EXPENSES.

2.1 Customer shall pay Greenplaces the fees specified in the applicable Order Form pursuant to the payment schedule specified therein. Greenplaces shall issue an invoice for the fees for Services as specified in an Order Form and for reasonable out-of-pocket expenses incurred by it in connection with the performance of Services. All payments shall be made in U.S. dollars by ACH to an account designated by Greenplaces in writing from time to time and made no later than thirty (30) days after the date of invoice. The Parties agree that the fees for the Services specified in all Order Forms, including out-of-pocket expenses associated with the Services, are reasonable and reflect the fair market value of such Services.

2.2 If Customer reasonably disputes any fees invoiced, then it shall promptly notify Greenplaces of such dispute, and the Parties will use commercially reasonable efforts to resolve such dispute expeditiously and in good faith. All payments not reasonably disputed and not received when due shall accrue interest at the rate of one and one-half percent (1.5%) per month. In the event any amounts due hereunder remain unpaid, Customer shall reimburse Greenplaces for its costs of collection, including legal fees. Greenplaces may suspend its obligations under an Order Form, or at the discretion of Greenplaces, terminate an Order Form in the event that any amounts due from Customer with respect to such Order Form are more than thirty (30) days past due.

2.3 Customer shall be responsible for the payment of any applicable services, sales, use, excise, goods, property, value added or other taxes or duties levied against or upon the provision of Services (excluding taxes based upon Greenplaces’ net income). Upon request, Customer shall furnish to Greenplaces evidence of payment of any taxes payable by Customer.

3. REPRESENTATIONS AND WARRANTIES.

3.1 Each Party represents, warrants, and covenants that: (i) such Party has full right and power to enter into and perform its obligations under this Agreement without the consent of any third party; and (ii) the execution, delivery, and performance of this Agreement by it does not conflict with or violate the terms of any agreement, instrument, or understanding, oral or written, to which it is a party.

3.2 Greenplaces warrants that it will perform the Services (i) in a professional and workmanlike manner and (ii) in compliance with the terms of and any performance criteria set forth in each applicable Order Form, subject to Customer’s compliance with its obligations set forth in this Agreement. In the event of a breach of the foregoing warranties, as Customer’s sole remedy and Greenplaces’ sole obligation with respect to such breach, (i) Greenplaces will promptly re-perform the non-conforming Services at no additional charge to Customer; and (ii) if the breach has not been fully cured within sixty (60) days after Greenplaces received notice thereof (the “Cure Period”), then Greenplaces will refund the portion of fees paid to Greenplaces under the applicable Order Form attributable to the non-conforming Services.

4. CONFIDENTIAL INFORMATION.

4.1 For purposes of this Agreement, the term “Confidential Information” means any information received by one Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) that is either marked as confidential or that a reasonable person would understand to be confidential, including a Party’s pricing, business plans, strategies, technology, research and development, current and prospective customers, billing records, products or services, and Personal Data. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (1) is or becomes generally available to the public through no act or omission of the Receiving Party; (2) was in the Receiving Party’s possession prior to the disclosure and had not been obtained from the disclosing party or from a third party who is under an obligation of confidentiality with the owner of the Confidential Information; (3) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (4) is independently developed by the Receiving Party without reference to the Confidential Information of the other Party.

4.2 The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own Confidential Information of like kind and in all events with not less than a reasonable degree of care. The Receiving Party shall limit access to the Confidential Information of the Disclosing Party to the Receiving Party’s employees, consultants, contractors, subcontractors, attorneys, accountants, banks and other financing sources and their advisors as reasonably required in connection with this Agreement, and the Receiving Party shall use the Confidential Information of the Disclosing Party only in connection with this Agreement, to exercise its rights, or perform its obligations. This Section will survive the termination of this Agreement for five (5) years.

4.3 The Receiving Party may make a limited disclosure of the Disclosing Party’s Confidential Information if and to the extent required to do so by applicable law, government regulation, court order, or the like; provided, however, that in any such event, the Receiving Party will give the Disclosing Party advance notice where legal and practicable so that the Disclosing Party may seek a protective order or take other action reasonable in light of the circumstances to prevent and/or limit the scope of any such disclosure.

4.4 All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the written request by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall have no obligation to return or destroy any data or information that it is required to maintain to comply with any law or regulation; the Receiving Party may retain one (1) copy of Confidential Information in its confidential files solely for the purposes of verifying compliance with the terms of this Agreement.

5. OWNERSHIP; INTELLECTUAL PROPERTY.

5.1 As between Customer and Greenplaces, Greenplaces hereby assigns and agrees to assign to Customer all right, title, and interest in and to the deliverables that Greenplaces provides to Customer as part of the Services, including all intellectual property rights therein including all patents, copyrights, and trademarks (“Intellectual Property Rights”) (the “Deliverables”). Notwithstanding the foregoing, Greenplaces shall remain the sole and exclusive owner of all right, title, and interest in and to all documents, data, know-how, methodologies, software and other technology, trade secrets, works of authorship, and other materials owned by Greenplaces prior to the Effective Date or developed by Greenplaces independently of the Services and without use of Customer Inputs (collectively, the “Greenplaces Pre-Existing Materials”), including all Intellectual Property Rights therein and (i) any and all modifications, improvements, and other updates to any Greenplaces Pre-Existing Materials made during the course of performing the Services and (ii) other than the Deliverables, all other documents, data, know-how, methodologies, software and other technology, trade secrets, works of authorship, and other materials, including all Intellectual Property Rights therein, invented, created, conceived, or generated by or on behalf of Greenplaces in connection with the performance of the Services (collectively, and together with the Greenplaces Pre-Existing Materials, the “Greenplaces Materials”). For the avoidance of doubt, Greenplaces Materials shall not include any Customer Inputs or any Customer Confidential Information. Greenplaces hereby grants Customer a royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, worldwide, non-exclusive right and license to use, reproduce, modify, and create derivative works of any Greenplaces Materials (a) to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables and (b) in connection with Customer’s internal business operations.

6. INDEPENDENT CONTRACTOR.

6.1 Greenplaces shall perform the Services as an independent contractor, and nothing contained in this Agreement or in any Order Form shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties or between Customer and Greenplaces or its employees.

7. TERM AND TERMINATION.

7.1 This Agreement shall commence on the Effective Date and shall continue for the initial term specified in the applicable Order Form (the “Initial Term”). If no initial term is specified, the Initial Term shall be one (1) year from the Effective Date. This Agreement will automatically renew for additional terms of the same length as the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term“) unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the expiration of any term. Notwithstanding the foregoing, this Agreement shall remain in effect until the expiration or termination of each Order Form entered into prior to the termination of this Agreement.

7.2 This Agreement or any Order Form may be terminated by either Party upon a breach by the other Party of any material term of this Agreement or an Order Form, which breach is not cured within thirty (30) days from its receipt of notice thereof, or such longer period as may be mutually agreed by the parties.

7.3 All payment obligations accrued prior to the date of termination, together with Sections 4 through 19, and any other provisions which by their nature should survive, shall survive the expiration or earlier termination, for any reason, of this Agreement or any Order Form.

8. INDEMNIFICATION.

8.1 Greenplaces shall defend, indemnify, and hold harmless Customer and its officers, directors and employees from and against any third party claims, suits, or proceedings (“Claims”) brought against Customer or its officers, directors or employees (i) arising from Greenplaces’ breach of its representations or warranties set forth in Section 3 of this Agreement, (ii) arising from Greenplaces’ willful misconduct or fraud, or (iii) alleging that the Services or Deliverables, or any portion thereof, infringe, misappropriate, or otherwise violate any third party’s intellectual property rights, and, with respect to any such Claim, shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by Greenplaces in settlement thereof (including reasonable attorneys’ fees).

8.2 Customer shall defend, indemnify and hold Greenplaces, its affiliates, employees, officers, and directors harmless from and against any loss or damage (including reasonable attorneys’ fees) incurred in connection with Claims (i) made or brought against Greenplaces by a third party and arising solely out of the Customer Inputs; (ii) arising from Customer’s material breach of this Agreement, or (iii) arising from Customer’s willful misconduct or fraud.

8.3 The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any Claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced thereby), (ii) grant the indemnifying Party sole control of the defense and settlement of such Claim, and (iii) provide reasonable cooperation in the defense at the indemnifying Party’s expense. The indemnifying Party shall not settle any Claim in a manner that imposes any obligation on, or requires any admission by, the indemnified Party without such Party’s prior written consent, which shall not be unreasonably withheld.

9. DISCLAIMER; LIMITATIONS OF LIABILITY.

9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GREENPLACES DISCLAIMS AND MAKES NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND TITLE.

9.2 EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR FRAUD, OR A PARTY’S BREACH OF SECTION 4 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR LOST PROFITS, LOST INFORMATION, BUSINESS INTERRUPTION, OR DOWNTIME, IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES. EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR FRAUD, OR A PARTY’S BREACH OF SECTION 4 (CONFIDENTIAL INFORMATION), THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT OR THE SERVICES SHALL BE LIMITED TO THE ACTUAL, DIRECT DAMAGES SUFFERED BY SUCH PARTY UP TO THE AGGREGATE AMOUNT OF FEES PAID BY CUSTOMER FOR SERVICES PROVIDED UNDER THE ORDER FORM GIVING RISE TO SUCH LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

10. NATURE OF SERVICES.

10.1 Customer acknowledges that the Services are advisory and consultative in nature. Greenplaces provides frameworks, assessments, recommendations, and related deliverables designed to strengthen Customer’s compliance, security, and governance posture. Successful implementation ultimately depends on Customer’s internal resources and ongoing execution. Greenplaces does not guarantee any particular certification, audit opinion, or regulatory outcome. To the extent an Order Form contemplates a third-party audit or certification, such engagement is performed under a separate agreement between Customer and the applicable third party; Greenplaces does not assume responsibility for that third party’s acts, omissions, fees, or conclusions. Greenplaces does not provide legal, accounting, tax, or regulated professional advice. Customer retains sole responsibility for all decisions regarding adoption, implementation, and operation of controls, tools, and systems within Customer’s environment, and for compliance with applicable laws and regulations.

10.2 Nothing in this Section 10 shall limit Greenplaces’ express warranty obligations under Section 3(b), indemnification obligations under Section 8, or either Party’s rights or limitations under Section 9

11. MARKETING AND REFERENCES.

11.1 Subject to Customer’s prior written consent, Greenplaces may (i) issue a press release regarding Customer’s engagement with Greenplaces, (ii) publicly refer to Customer as a customer of Greenplaces, including on Greenplaces’ website and in sales presentations, and (iii) use Customer’s name and logo for such purposes. Customer may publicly refer to itself as a client of Greenplaces during the Term.

12. ASSIGNMENT.

12.1 Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, change of control, or similar transaction. Greenplaces may use subcontractors and service providers to perform the Services, provided Greenplaces remains responsible for their performance as if performed by Greenplaces. Any attempted assignment in violation of this Section shall be null and void.

13. NOTICES.

13.1 Any notices or consents pursuant to this Agreement shall be in writing and shall be sent to the parties at the addresses specified in the applicable Order Form. Such notices shall be deemed to have been duly given and received on the day of delivery.

14. GOVERNING LAW; DISPUTES.

14.1 This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina excepting its conflict of law provisions. Any action or proceeding arising out of this Agreement shall be filed only in the state and federal courts located in Wake County, North Carolina.

15. ENTIRE AGREEMENT.

15.1 This Agreement, together with all Order Forms executed by the Parties, sets forth the entire agreement between Customer and Greenplaces pertaining to the subject matter described herein and supersedes all written or oral agreements previously existing between the parties with respect to such subject matter.

16. AMENDMENT; WAIVER.

16.1 This Agreement may be amended or modified only by a writing signed by authorized representatives of each Party, or by Greenplaces publishing an updated version of this Agreement and providing Customer with thirty (30) days’ notice prior to the effective date of such update. For the avoidance of doubt, any Order Form executed prior to an amendment shall be governed by the version of this Agreement in effect on the date such Order Form was executed. The failure of a Party to enforce any provision shall not constitute a waiver of such provision.

17. NO THIRD-PARTY BENEFICIARIES.

17.1 This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns.

18. FORCE MAJEURE.

18.1 Neither party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement, other than Customer’s payment obligations, where and to the extent that such failure or delay results from causes outside the reasonable control of such party; provided that the affected party (a) gives the other party prompt written notice of the force majeure event, including the expected duration and the obligations affected, (b) uses commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable, and (c) resumes full performance promptly upon cessation of the force majeure event. If a force majeure event prevents or materially impairs Greenplaces’ performance of any material obligation for more than thirty (30) consecutive days, Customer may terminate the affected Order Form, or this Agreement, upon written notice to Greenplaces, and Greenplaces shall refund to Customer a pro-rata portion of any prepaid fees attributable to the period of non-performance.

19. ELECTRONIC ACCEPTANCE.

19.1 Customer’s execution of an Order Form referencing this Agreement constitutes acceptance of these terms. No separate signature on this Agreement is required. Each Order Form shall be governed by the version of this Agreement in effect as of the date such Order Form is executed, as identified by the “Last Updated” date above.