Terms of Service

Welcome to Greenroom. These Terms of Service (“Terms”) are made and entered into by and between you (“User”, “you” or “your”) and Track C Incorporated (“Greenroom,” “we,” “us,” or “our”). These Terms contain the terms and conditions that govern your access to and use of the website operated by Greenroom (the “Site”).

Greenroom, through its Site, provides a software-enabled payroll workflow and coordination platform (the “Platform”) to the entertainment production industry, pursuant to which Greenroom facilitates performance of the payroll, accounting and human resources services and functions further set forth herein (the “Services”). Greenroom’s provision of the Platform and the Services are provided pursuant to the terms and conditions to these Terms and supplemental terms set forth in Greenroom’s Payroll Services Terms (“Services Terms”). The Services Terms are incorporated herein by reference.

In the event of a conflict between these Terms and applicable Service Terms, the Service Terms shall control solely with respect to the applicable Services. User accepts the Service Terms which apply to the applicable Services by: (i) clicking the applicable button to indicate User’s acceptance of these Terms; or (ii) accessing or using the Site and Services. By taking any of the aforementioned actions, User agrees to be bound by the Terms and applicable Service Terms as of the time that such action occurs. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “User” shall refer to such entity and its affiliates. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not use the Services. If you do not wish to be bound by these Terms, please exit the site now and refrain from further use.

These Terms contain an arbitration agreement and class action waiver that requires disputes between User and Greenroom to be resolved through final and binding arbitration on an individual basis. By accepting these Terms, User acknowledges that it has read, understands, and agrees to be bound by the arbitration agreement and class action waiver, to the extent applicable.

Protection of Privacy

Greenroom is committed to protecting the privacy of our Site visitors in accordance with applicable laws and regulations. All information gathered from you in connection with your use of the Site is governed by our Privacy Policy. Please note that the Site is not specifically dedicated to children, and Greenroom does not actively solicit information from children. If you are a parent or guardian and believe your child has provided us with personal information, please contact us so we can address the matter.

In providing the Site, Greenroom may collect, process, and share personal information, including employee and payment information, at the direction of its customers and in connection with authorized third‑party integrations, including payment processors and financial data providers.

User Responsibilities

• Accuracy of Information. User is solely responsible for the accuracy, completeness, and timeliness of all data provided to Greenroom.
• Legal Compliance. User is solely responsible for compliance with all applicable laws.
• Authorizations. User represents that it has obtained all necessary authorizations and consents required to provide employee and contractor data to Greenroom and to permit Greenroom to process such data in connection with the Services.

Access and Use Restrictions

You may access and use the Site only for lawful business purposes and in accordance with these Terms and applicable law.

You may not:

• Post, upload, transmit, or otherwise make available any content that:
  1. User does not have the right to provide;
  2. infringes or violates any intellectual property, privacy, publicity, or other rights of any third party;
  3. violates or encourages violation of applicable law or regulation;
  4. is false, misleading, fraudulent, or deceptive;
  5. is obscene, defamatory, harassing, abusive, or threatening; or
  6. contains malware or other harmful code.
• Use the Site in any manner not expressly authorized by these Terms or applicable Service Terms.
• Resell, sublicense, lease, or otherwise make the Site or Services available to any third party, except as expressly permitted in writing by Greenroom.
• Access or attempt to access non‑public areas of the Site, Services, Greenroom systems, or third‑party systems used to provide the Services.
• Interfere with or disrupt the integrity, security, or performance of the Site or Services, including through automation, scraping, denial‑of‑service activity, or excessive load.
• Probe, scan, or test the vulnerability of any Greenroom system or network, or bypass or circumvent security or authentication measures.
• Use the Site or Services for competitive intelligence, benchmarking, or monitoring availability or performance for competitive purposes.
• Send unsolicited or unauthorized marketing communications, spam, or solicitations through the Site or Services.
• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying algorithms of the Site or Services, except to the limited extent permitted by applicable law.
• Collect or store personal information of other individuals through the Site or Services except as expressly permitted and in compliance with applicable law.
• Impersonate any person or entity or misrepresent affiliation or authority.
• Use the Site or Services in connection with illegal, deceptive, or fraudulent activities, including violations of the NACHA Rules, where applicable.
• Encourage or enable any third party to engage in any prohibited conduct.

Greenroom reserves the right to suspend or terminate access to the Site at any time, without notice, for conduct that it reasonably believes violates these Terms or applicable law.

Account Registration and Security

Certain features of the Site may require you to create an account. When registering, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify Greenroom immediately if you become aware of, or reasonably suspect, any unauthorized access to or use of your account. Greenroom is not responsible for any loss or damage arising from your failure to safeguard your account credentials.

Trademarks

All names, titles, trademarks, service marks, logos, and trade dress appearing on the Site are the property of Greenroom or are used with permission. These marks may not be used, copied, reproduced, distributed, or displayed without the prior written consent of Greenroom.

From time to time, the Site may also display trademarks, service marks, or logos owned by third parties. All such marks are the property of their respective owners and may not be used without authorization. Nothing on the Site grants, expressly or implicitly, any license or right to use any Greenroom or third-party trademark.

Copyright and Intellectual Property

All content available on the Site including, but not limited to, images, artwork, photographs, text, software, documentation, electronic files, audio and video clips, and other materials (collectively, “Materials”) is protected by copyright and other intellectual property laws. Greenroom retains all rights, title, and interest in the Materials, except where rights are held by third parties.

Some Materials may also be subject to additional restrictions, including rights of privacy, publicity, or moral rights. Unauthorized copying, reproduction, modification, distribution, display, or transmission of protected Materials is strictly prohibited, except as permitted under applicable copyright law, including fair use.

Submissions and Feedback

Any communications, materials, ideas, suggestions, or feedback you submit through the Site are considered non-confidential and non-proprietary. Greenroom may use such submissions for any purpose, including reproduction, disclosure, publication, and the development, improvement, and marketing of its offerings, without compensation or obligation to you.

Third-Party Services, Integrations and Links

The Site may use or link to third-party infrastructure providers, payment processors, financial data providers, tax/compliance tools, support resources, government sites and forms, or other external resources. Greenroom does not control, endorse, or assume responsibility for any such third-party content, products, services, or practices.

Accessing third-party websites is at your own risk and subject to the terms and policies of those third parties.

Electronic Communications

By accessing or using the Greenroom Site, you consent to receive all notices, disclosures, agreements, and other communications from Greenroom electronically. These communications may be provided via email, through postings on the Site, or by other electronic means.

You agree that all electronic communications satisfy any legal requirement that such communications be in writing and acknowledge that it is your responsibility to maintain a current and accurate email address and to monitor communications sent electronically.

Electronic Records, Signatures, Consents, and Authorizations

Greenroom may allow Users to sign documents electronically and to provide electronic consents, approvals, acknowledgments, authorizations, certifications, and acceptances through the Platform, including by clicking a button, checking a box, typing a name, applying an electronic signature, or taking another action presented as acceptance or approval (the “Electronic Signature Service”). By taking such action, the User acknowledges and agrees that (a) the user can access, review, and retain the electronic document being signed (the “Document”); (b) the user consents to conduct the related transaction electronically; and (c) any such action is intended to be an electronic signature, consent, approval, authorization, certification, acknowledgment, or acceptance, as applicable, with the same legal effect as a handwritten signature or manually signed authorization, to the extent permitted by applicable law.

The Electronic Signature Service is offered in reliance on applicable U.S. federal and state laws governing electronic records and signatures, including the U.S. Electronic Signatures in Global and National Commerce Act (“E‑SIGN Act”) and, where adopted, the Uniform Electronic Transactions Act (“UETA”). Use of the Electronic Signature Service is voluntary. A user may choose not to sign electronically and instead sign a Document manually.

To manually sign a Document, the user must notify the requesting party of their intent to sign manually, refrain from executing the Document electronically, and obtain a physical copy of the Document for signature. Except where applicable law grants a user the right to receive a physical or original copy from Greenroom, obtaining and retaining a non‑electronic copy of any Document is the user’s sole responsibility, and Greenroom assumes no responsibility or liability for such copies.

Greenroom does not prepare, review, approve, or determine the legal effect of Documents submitted for electronic signature and is not responsible for their content, validity, or enforceability. Greenroom does not provide legal advice regarding the validity or enforceability of any Document and is not responsible for the content, validity, or enforceability of any Document provided by User or any third party for electronic signature. Greenroom makes no representations or warranties that any particular Document or electronic signature will be legally valid or enforceable in all circumstances or jurisdictions. Certain documents may not be eligible for electronic execution under applicable U.S. state or federal law. User is solely responsible for determining, including through consultation with legal counsel, whether a Document may be validly executed using the Electronic Signature Service.

Greenroom shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Site or any related services or content.

Termination and Suspension

Greenroom may suspend or terminate your access to the Site, in whole or in part, at any time and for any reason, including if it reasonably believes that you have violated these Terms or applicable law.

Upon termination, your right to access and use the Site will immediately cease. Provisions that by their nature are intended to survive termination—including, but not limited to, intellectual property rights, disclaimers, limitations of liability, indemnification, and governing law—shall survive any termination or suspension of access.

Representations, Warranties, and Indemnification

By accessing or using the Site, you represent and warrant that your use of the Site will comply with these Terms and all applicable laws, rules, and regulations. You further represent that you will not use the Site in a manner that infringes the rights of any third party or interferes with the operation, security, or integrity of the Site.

You agree to indemnify, defend, and hold harmless Greenroom and its affiliates, trustees, directors, officers, employees, contractors, agents, licensors, and partners (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs, penalties, fines, and expenses (including reasonable legal and accounting fees) arising out of or related to: (a) your access to or use of the Services; (b) your violation or alleged violation of these Terms; (c) your violation or alleged violation of any applicable law, rule, or regulation (including, without limitation, wage and hour laws and the NACHA Rules, to the extent applicable); (d) any content or information you submit, post, provide, or transmit through the Site or Services; (e) inaccurate, incomplete, misleading, or unlawful payroll, tax, employment, or payment data you provided; (f) your violation of applicable employment, tax, data protection, or privacy laws; (g) your negligence, fraud, or willful misconduct; (h) the Indemnified Parties’ use of or reliance on information or data furnished by you or your account administrator in connection with the Services; (i) actions taken by Greenroom or any Indemnified Party at your direction or instruction, or at the direction or instruction of your account administrator, where Greenroom reasonably believes such direction or instruction to be authorized; or (j) your or your account administrator’s failure to follow Greenroom’s instructions or requirements relating to the Services.

Greenroom reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully in asserting any available defenses.

Duty to Mitigate

If a User becomes aware of, or reasonably should have been aware of, any facts, circumstances, or conditions that are reasonably likely, whether alone or in combination with other circumstances, to give rise to a claim by or against Greenroom or the User arising out of or relating to these Terms (a “Claim”), the User shall use commercially reasonable efforts to mitigate any losses or damages that could give rise to such Claim.

Disclaimer of Warranties

Except for any warranties set forth in the applicable Services Terms, the Site, and all content, materials, services, and products made available through or in connection with the Site, are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind.

To the fullest extent permitted by applicable law, Greenroom expressly disclaims all warranties, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, copyright ownership, or non-infringement.

Greenroom does not warrant that the Site will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components, nor does it warrant that any defects will be corrected. Your use of the Site is at your sole risk.

Limitation of Liability

IN NO EVENT WILL GREENROOM BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR ANY SERVICES TERMS, WHETHER IN AN ACTION BASED UPON CONTRACT, TORT, OR OTHERWISE. IN NO EVENT WILL GREENROOM, OR ANY THIRD-PARTY PERFORMING SERVICES FOR OR ON BEHALF OF GREENROOM HEREUNDER, BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSS DUE TO (I) ANY USER CONTENT OR (II) ANY MATTER BEYOND GREENROOM’S REASONABLE CONTROL. USER’S SOLE REMEDY FOR GREENROOM’S LIABILITY REGARDING THE SERVICES PROVIDED UNDER THESE TERMS OR ANY SERVICES TERMS WILL BE LIMITED TO THE RE-PERFORMANCE OF ANY DEFECTIVE SERVICE PROVIDED BY GREENROOM, OR IF RE-PERFORMANCE IS NOT AVAILABLE OR PRACTICAL, THEN A PRO-RATA REFUND OF THE FEES PAID TO GREENROOM THAT ARE ALLOCABLE TO THE DEFECTIVE SERVICE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GREENROOM, OR ANY THIRD-PARTY PERFORMING SERVICES FOR OR ON BEHALF OF GREENROOM HEREUNDER, FOR ANY AND ALL CLAIMS HEREUNDER BY USER ARISING UNDER THESE TERMS OR ANY SERVICES TERMS, EXCEED THE FEES PAID BY USER WITH RESPECT TO THE APPLICABLE PRODUCTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. USER AND GREENROOM AGREE THAT THESE TERMS INCLUDING, WITHOUT LIMITATION, THE LIMITATIONS OF LIABILITY AND INDEMNITIES HEREIN, ARE COLLECTIVELY A BARGAINED FOR EXCHANGE AND MATERIAL CONDITIONS AND PREMISES OF THIS AGREEMENT.

Without limiting the foregoing, and except as expressly provided in any applicable Service Terms, Greenroom shall not be responsible or liable for: (i) content, information or materials provided by or on behalf of User (“User Content”), or any reliance on User Content by any person; (ii) errors or inaccuracies resulting from information provided by User or any account administrator, or any consequences arising therefrom; (iii) consequences arising from delays or failures by User or any account administrator to provide information necessary for the provision of the Services; (iv) violations of the NACHA Rules or other payment network rules by User; (v) unauthorized third‑party access to or actions taken within a User account and any resulting transactions or claims; (vi) the negligence, fraud, or willful misconduct of User or any account administrator; (vii) claims or damages that could have been reasonably avoided or mitigated by User through reasonable efforts; (viii) actions taken by Greenroom at the direction or instruction of User or any account administrator, where Greenroom reasonably believes such instruction to be authorized; or (ix) User’s failure to follow Greenroom’s instructions or requirements with respect to the Services.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, liability shall be limited to the maximum extent permitted by law.

Force Majeure

Greenroom shall not be liable for any failure or delay in the performance of its obligations under these Terms where such failure or delay results from events or circumstances beyond its reasonable control (a “Force Majeure”). Such events may include, without limitation, acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, supply chain disruptions, governmental orders, public health emergencies, failures of utilities or communications networks, breaches by a third-party of its contractual obligations, suspension of production, or any event that prevents Greenroom from supplying its Services.

Performance of affected obligations shall be excused for the duration of the event giving rise to the delay.

Severance and Waiver

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

No failure or delay by Greenroom in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of Greenroom to be effective.

Venue and Choice of Law

These Terms and any dispute arising out of or relating to them or your use of the Site shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Except for disputes subject to the Arbitration provision, and except for actions to compel arbitration, enforce arbitration awards, or obtain injunctive or equitable relief where permitted by law, any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in New York, New York, and the parties hereby consent to the personal jurisdiction and venue of such courts.

Arbitration; Waiver of Jury Trial and Class Actions

Except as expressly provided in this section, any dispute, claim, or controversy arising out of or relating to this Agreement, or any other aspect of the Parties’ relationship (a “Dispute”), shall be resolved by final and binding arbitration administered by JAMS in New York, New York, in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted before a single arbitrator with substantial experience in commercial disputes (and preferably with familiarity with entertainment industry transactions, employment matters, or financial services). For any Dispute in which the aggregate amount in controversy (exclusive of interest, attorneys’ fees, and costs) is $250,000 or less, the arbitration shall be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures then in effect, rather than the Comprehensive Arbitration Rules and Procedures. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief, and the arbitrator’s award shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs in connection with any arbitration, unless the arbitrator determines that the claims or defenses of any party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or emergency injunctive relief from any court of competent jurisdiction in New York County, State of New York, without first submitting the Dispute to arbitration and without posting a bond or other security, to the extent necessary to prevent irreparable harm. Any such application to a court for injunctive relief shall not be deemed a waiver of the right to arbitrate the underlying Dispute.

WAIVER OF JURY TRIAL.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE SERVICES.

CLASS ACTION WAIVER.

ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING, WHETHER IN ARBITRATION OR IN COURT.

Updates to Site

Greenroom reserves the right, at any time and in its sole discretion, to modify, update, suspend, restrict, or discontinue any portion of the Site, its features, services, or content, whether temporarily or permanently, and with or without notice.

Entire Agreement

These Terms, together with the applicable Services Terms, constitute the entire agreement between you and Greenroom with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral. This Agreement does not create and will not be construed as creating, any rights enforceable by any person not a Party.

Any amendment or modification of these Terms must be in writing and executed by an authorized representative of Greenroom.

Assignment

Neither Party will have the right to assign these Terms or any Services Terms without the written consent of the other, provided that Greenroom may assign these Terms, or any Services Terms, to an affiliate or successor, or as part of a merger, consolidation, reorganization, or sale of all or substantially all of Greenroom’s assets.

Headings

Section headings are provided for convenience only and shall not affect the interpretation or construction of these Terms.

Notices

All notices, requests, demands, or other communications under these Terms will be in writing and will be deemed given if: (i) delivered personally; (ii) mailed by registered or certified mail (return receipt requested); (iii) delivered by express courier (with confirmation); or (iv) email, when the recipient expressly acknowledges receipt in a non‑automated reply (for clarification, “delivery” and “read” receipts do not constitute acknowledgment). All notices are considered delivered in accordance with the relevant proof of delivery. The addresses of Greenroom and User for notice purposes will be the addresses below unless a Party provides written notice of a change of address:

If to Greenroom:

Attn: Legal Notices
E-mail: legal@greenroompayroll.com

If to User, at the address provided to Greenroom during the enrollment process.