Green Courte Partners

Investor Portal

TERMS OF USE

These Terms of Use (“Terms”) are a legal contract between you (“you”) and Green Courte Partners, LLC (“Green Courte”, “us”, “our” or “we”) and govern your use of all the text, data, information, software, graphics, videos, audio, photographs and other materials (collectively referred to as “Materials”) that we may make available to you through any area of the greencourtepartners.com website (“Site”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THE SITE.  USING THE SITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS.  YOU CANNOT USE THE SITE IF YOU DO NOT ACCEPT THESE TERMS.

NOTE:  THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH GREEN COURTE (AS DISPUTES IS DEFINED BELOW).  YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

CHANGES.

We may alter the Materials and/or may choose to modify, suspend or discontinue any part or all of the Site at any time and without notifying you.  We may also change, update, add or remove provisions of these Terms from time to time.  We will inform you of any modifications to these Terms by posting the modified terms of use on the Site.  If you object to any such modifications, your sole recourse shall be to cease using the Site.  Continued use of the Site following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Site or on the sites of our affiliates.  Such expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

GENERAL USE.

By using the Site, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Site with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Site and agree to these Terms.  If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.  Access to certain content may be subject to additional age restrictions and not available to all users of the Site. 

In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to access, use and to display the Materials on the Site for your personal use when using the Site; your right to use the Materials is conditioned on your compliance with these Terms.  You may not distribute, publicly display, publicly perform or otherwise use the Materials outside the Site. You have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Site or any of the Materials in any manner.  If you make copies of any of the Materials, then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Site. 

Unfortunately, if you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

USING THE SITE.

You are responsible for complying with these Terms when you access and use the Site.  It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Site as well as paying related charges. 

ELECTRONIC COMMUNICATIONS.

By using the Site (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message) and from other users of the Site.  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site.  These electronic communications are part of your relationship with us.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.  Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

PRIVACY POLICY.

We respect the information that you provide to us and want to be sure you fully understand exactly how we use that information.  So, please review our Green Courte Partners, LLC Privacy Notice (“Privacy Policy”) https://greencourtepartners.com/privacy-notice/, which explains how we use such information.

LINKS TO THIRD-PARTY SITES.

We think links are convenient, and we sometimes provide links on the Site to third-party websites.  If you use these links, you will leave our Site. We are not obligated to review any third-party websites that you link to from the Site, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Site, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Site, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.

YOU AGREE THAT GREEN COURTE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Green Courte’s endorsement or recommendation.

USER PROVIDED CONTENT.

Certain areas of the Site may permit you to upload or submit information, images, video, data, text, messages, or other materials (each, a “User Submission”).  You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary.  Because of this, we ask that you do not submit information to Green Courte that you intend to keep confidential.  Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

By submitting any User Submission, you represent, warrant and covenant that:

  • You own all rights in your User Submission (including, without limitation, all rights to the reproduction and display of your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to us the rights in your User Submission as described in these Terms;
  • You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submission;
  • Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • You voluntarily agree to waive all “moral rights” that you may have in your User Submission;
  • Any information contained in your User Submissions is not known by you to be false, inaccurate, or misleading;
  • Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
  • Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
  • You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
  • Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
  • Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
  • Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

By providing User Submissions, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
  • Use (and permit others to use) your User Submissions in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submissions or any modification thereto, in whole or in part, into any technology, product, or service);
  • Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.

Notwithstanding the foregoing, any resumés or other application materials that you submit for consideration for employment with Green Courte will only be used to evaluate your suitability for employment at Green Courte.

We may, but are not obligated to, pre-screen User Submissions or monitor any area of the Site through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Site and may remove at any time or refuse, disallow or block any User Submissions for any reason.  We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submissions to any third party absent any obligation of confidence on the part of the recipient.

UNAUTHORIZED ACTIVITIES.

To be clear, we authorize your use of the Site only for individual, consumer purposes (“Permitted Purposes”).  Any other use of the Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Site.  This is because as between you and Green Courte, all rights in the Site remain our property.

Unauthorized use of the Site may result in violation of various United States and international copyright laws.  Unless you have written permission from us stating otherwise, you are not authorized to use the Site in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

  • for any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment;
  • in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Site;
  • in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
  • to stalk, harass, or harm another individual;
  • to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
  • in a manner that infringes any copyright, trademark or other intellectual property or privacy rights of any other person;
  • to interfere with or disrupt the Site or servers or networks connected to the Site;
  • to harvest or collect email addresses or other contact information of other users of the Site;
  • to use any data mining, robots, or similar data gathering or extraction methods in connection with the Site; or
  • to attempt to circumvent any content filtering techniques we employ or to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means.

You agree to indemnify and hold Green Courte and its officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

The trademarks, service marks, and logos of Green Courte (“Our Trademarks”) used and displayed on various parts of the Site are registered and unregistered trademarks or service marks of Green Courte. Other company, product, and service names located on our Sites may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Site, are our sole property, or the property of our suppliers and licensors.  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. 

INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions that violates intellectual property rights of others, suspending access to the Site (or any portion thereof) to any user who uses the Site in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Site in violation of someone’s intellectual property rights.

Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Site, please provide written notice to our agent for notice of claims of infringement:

Copyright Agent, Green Courte Partners, LLC

copyrightagent@greencourtepartners.com

303 W. Madison Street, Suite 1500, Chicago, IL 60606

312-966-3755

To be sure the matter is handled immediately, your written notice must:

  • Contain your physical or electronic signature;
  • Identify the copyrighted work or other intellectual property alleged to have been infringed;
  • Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
  • Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
  • Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
  • Contain a statement that the information in the written notice is accurate; and
  • Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.

Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

1.  Your physical or electronic signature;

2.  Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

3.  A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4.  Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

DISCLAIMER OF WARRANTIES.

THE SITE AND MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU.  WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE AND MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND/OR MATERIALS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE SITE, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

LIMITATION OF LIABILITY.

YOU ARE USING THE SITE AND MATERIALS AT YOUR SOLE RISK.  WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SITE.  IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. WE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED COPYING, USE, OR DISTRIBUTION OF USER SUBMISSIONS BY THIRD PARTIES.

THE INFORMATION ON THE SITE IS NOT A SOLICITATION TO INVEST IN ANY LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, OR OTHER ENTITY MANAGED OR SPONSORED BY GREEN COURTE AND SHOULD NOT BE RELIED UPON AS RESEARCH, INVESTMENT ADVICE, OR A RECOMMENDATION REGARDING ANY PRODUCTS, STRATEGIES, OR ANY SECURITY IN PARTICULAR. THIS MATERIAL IS STRICTLY FOR ILLUSTRATIVE, EDUCATIONAL, OR INFORMATIONAL PURPOSES AND IS SUBJECT TO CHANGE. YOU ACCEPT FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS OR TRANSACTIONS (INCLUDING, WITHOUT LIMITATION, ANY INVESTMENT DECISIONS) YOU MAKE AS A RESULT OF USING THE SITE.  YOU ACKNOLWEDGE AND AGREE THAT GREEN COURTE IS NOT ACTING IN A FIDUCIARY CAPACITY.

LOCAL LAWS; EXPORT CONTROL.

We control and operate the Site from our headquarters in the United States of America and the entirety of the Site may not be appropriate or available for use in other locations.  If you use the Site (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.

FEEDBACK.

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email) will be treated as both non-confidential and non-proprietary.  You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion.  You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please read the following Dispute Resolution and Arbitration; Class Action Waiver provision (this “Provision”) carefully.  It affects your rights.

Please read this Provision carefully.  It provides that all Disputes (as defined below) between you and Green Courte shall be resolved by binding arbitration.  Arbitration is a form of private dispute resolution and replaces the right to go to court.  In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).  Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).

For purposes of this Provision, “Green Courte” means Green Courte Partners, LLC and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents.  The term “Dispute” means any dispute, claim, or controversy between you and Green Courte regarding, arising out of or relating to any aspect of your relationship with Green Courte, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below).  “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Green Courte’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding. Notwithstanding the foregoing, in the event that you have a separate written agreement with Green Courte, the term “Dispute” as used herein shall not include any dispute, claim or controversy between you and Green Courte regarding or arising from that separate written agreement and any such dispute, claim or controversy shall be subject to the dispute resolution terms set forth in such separate written agreement.

YOU AND GREEN COURTE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give Green Courte an opportunity to resolve the Dispute.  You must commence this process by mailing written notification to Green Courte Partners, LLC, Attention: General Counsel, 303 W. Madison Street, Suite 1500, Chicago, IL 60606.  That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek.  If Green Courte does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.  You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or Green Courte may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”).  You may opt out of this Provision by mailing written notification to Green Courte Partners, LLC, Attention: General Counsel, 303 W. Madison Street, Suite 1500, Chicago, IL 60606.  Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Green Courte through arbitration.  Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Green Courte.  Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures

If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Green Courte may initiate arbitration proceedings.  The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator.  The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced or maintained or heard as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply.  In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply.  The AAA rules are available at www.adr.org or by calling 1-800-778-7879.  For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply.  The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267.  This Provision governs in the event it conflicts with the applicable arbitration rules.  Under no circumstances will class action or representative action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes.  However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding.  The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration – You or Green Courte may initiate arbitration in either Chicago, Illinois or the federal judicial district that includes your billing address.  However, if Green Courte initiates the arbitration in Chicago, you shall have the right to have the arbitration transferred to the AAA or JAMS office within the judicial district that includes your billing address.

Payment of Arbitration Fees and Costs – Green Courte will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses.  Fees and costs may be awarded as provided pursuant to applicable law.  In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Green Courte as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and Green Courte specifically agree to do so in writing following initiation of the arbitration.  If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you.  Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

No Judge or Jury in Arbitration

Arbitration does not involve a judge or jury.  You understand and agree that by entering into these Terms you and Green Courte are each giving up the right to a jury trial or a trial before a judge in a public court.  In the absence of this Provision, you and Green Courte might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions).  Except as otherwise provided below, those rights are waived.  Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect.  If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable, and the Dispute will be decided by a court.

Continuation

This Provision shall survive the termination of your service with Green Courte or its affiliates.  Notwithstanding any provision in these Terms to the contrary, we agree that if Green Courte makes any change to this Provision (other than a change to Green Courte’s notice address), you may reject any such change and require Green Courte to adhere to the present language in this Provision as of the day you entered into these Terms if a dispute between us arises.

GENERAL.

We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action.  However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Site without prior notice to you.  The Federal Arbitration Act, Illinois state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms.  Foreign laws do not apply.  The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.  Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Site will be heard in the courts located in Cook County in the State of Illinois.  If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.  Our failure to enforce any of these Terms is not a waiver of such term.  These Terms are the entire agreement between you and Green Courte and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Green Courte about the Site.  The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at officemanager@greencourtepartners.com.