Welcome to the investment platform of Green Pacific Invest LLC
SUMMARY OF SERVICE
This is an electronic platform where prospective investors can browse investment opportunities and make investments from among those opportunities.
We refer to anyone who uses the Site, even just to browse, as a “User.“
We refer to the images, text, and other content you see on the Site as “Content.” On some parts of the Site, Users can upload Content.
Acceptance Of Terms; Changes In Terms
If you use the Site, even just to browse, you will be deemed to have consented to the terms of this Agreement. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.
The Company reserves the right to change, suspend, or discontinue the Service or any of its features at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
The Company is not a registered or licensed as a broker-dealer, funding portal, investment advisor or investment manager in any state, district, county, territory or municipality within the United States, or in any other country or territory. As such, it is not acting in a fiduciary capacity with respect to any user of The Company, and The Company disclaims any broker-client or advisor-client relationship with respect to any party using any Service.
To use the Site you must be at last 18 years old and of legal age in your jurisdiction to form a binding contract. If you are not, you must stop using the Site.
We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
No Legal, Accounting, Investment or Tax Advice
The Company does not provide legal, accounting, investment or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before using any Service or making any investment.
No Professional Advice:
As noted about, while some of the Content on The Company may relate to legal, tax, investment, or accounting matters, neither The Company nor any of the professionals providing Content or User Submissions on any Service are providing legal, tax, investment, accounting or other professional advice to you, and you acknowledge that there is no professional relationship (including, without limitation, any attorney-client relationship) between you and any of the same, unless you and such party expressly agree otherwise in writing outside of the context of The Company. The Company does not provide investment advice. Featuring of businesses, Companies and/or Founders on or through The Company does not constitute endorsement by The Company or representation of the quality of any potential investment in such Companies. The Company does not endorse any Founder or Company.
In relation to the United States and U.S. Persons, this investment material is strictly confidential and may only be distributed to “qualified institutional buyers”,( as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “US Securities Act”)), (“QIBs”). The recipient of this investment material is prohibited from copying, reproducing or redistributing it. The investment will not be registered under the U.S. Securities Act or any state securities law and may not be offered or sold within the United States unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, the invitation to participate in the Placement will only be made (i) to persons located in the United States, its territories or possessions that are QIBs in transactions meeting the requirements of Rule 144A under the U.S. Securities Act and (ii) outside the United States in “offshore transactions” in accordance with Regulations S of the U.S. Securities Act. Neither the U.S. Securities and Exchange Commission, nor any other U.S. authority, has approved this investment material.
This investment material is being communicated to persons who have professional experience, knowledge and expertise in matters relating to investments and who are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 (the "FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 of the FSMA does not apply. Consequently, investors understand that the Placement will be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) of the FSMA, or to a limited number of investors.
The contents of this investment material shall not be construed as legal, business, or tax advice. This investment material does not purport to contain all information that may be required to evaluate an investment in the Placement. Recipients must therefore conduct their own independent analysis and appraisal of the Company and the Placement and the data contained or referred to herein and in other disclosed information. They must rely solely on their own judgement and that of their qualified advisors in evaluating the investment, the business strategy, and in determining the desirability of participating in the Placement.
This investment material reflects the conditions and views set out on under www.greenpacificinvest.com The information contained herein is subject to change, completion, or amendment without notice. In furnishing this investment material, the Company and the Manager undertake no obligation to provide the recipients with access to any additional information.
Waiver of Injunctive or Other Equitable Relief:
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF ANY SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER SUBMISSION PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE COMPANY (INCLUDING YOUR LICENSED USER SUBMISSIONS) OR A LICENSOR OF THE COMPANY.
Updates to Terms:
Electronic Delivery – Notice Policy – Consent:
By using any Service, you consent to receive from The Company all communications including notices, agreements, legally required disclosures, or other information in connection with The Company (collectively, “Contract Notices”) electronically. The Company may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of The Company.
You agree that The Company may send communications to you via your mailing address, email, telephone or facsimile number provided by you in your Registration Account. You agree to notify us of any changes in your address or contact details. The Company may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review The Company periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of these Terms in any proceeding arising out of these Terms.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. The Company shall have a reasonable period to effect such a change and The Company may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Integration and Severability:
These Terms and other referenced material are the entire agreement between you and The Company with respect to The Company, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and The Company with respect to The Company and govern the future relationship. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
In addition, we may ask that you agree to other terms and conditions depending on your use of the Site. All of such other terms and conditions become part of this Agreement.
There are no agreements or understandings concerning your use of the Site that are not reflected in this Agreement. This Agreement supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service.
You may browse the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name (“User ID“) and password. You promise to provide accurate, complete, and updated registration information. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID.
You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as “you” for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.
You consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.
Use Of Site
You will use the Site only for the purpose for which it was intended, i.e., to provide the Service. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all of your activity in connection with the Service.
Code Of Conduct
You will not:
- Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person’s consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
- Post Content that is false, misleading, or inaccurate.
- Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
- Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Use the Service to artificially generate traffic or page links.
- Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site, such as through sending “spam” email.
- Seek to obtain access to any materials or information through “hacking,” “data harvesting,” or through other means we have not intentionally made available to you through the Site.
- Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company´s or its third-party providers´ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
Our Obligation To Enforce Code Of Conduct
We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User´s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.
Our Right To Monitor
We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private from us.
Our Right To Terminate Use
Tracking Visits And Use
You will not disparage the Company, the Site, or any other User.
You submit Content (such as by posting on blogs or discussion boards) subject to the following rules:
- You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use.
- Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guarantee that other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution.
- You will be solely responsible for any damage or loss to any party caused by your Content.
- The Company reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.
Ownership Of Intellectual Property
The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.
You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.
In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.
Your Duty Of Confidentiality
The term “Confidential Information” means information (i) that is designated as “Confidential” or “Proprietary” at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential.
Confidential Information includes our business policies or practices, strategic plans, pricing, financial information and projections, marketing information and strategies, the names of Users of the Site, information relating to projects listed on the Site, including but not limited to the names of project sponsors, and information received from third parties that we are obligated to treat as confidential.
You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans.
Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process, provided that you promptly notify us in advance so we can seek a protective order or other relief.
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company’s copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company´s copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
- A physical or electronic signature of the user of the Services;
- 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;
- A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- The subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.
Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
Disclaimer Of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company”s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Limitation of Liability:
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO ANY SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Users further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
Governing Law and Arbitration:
Certain portions of this Section 28 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and The Company agree that we intend that this Section 28 satisfies the “writing” requirement of the Federal Arbitration Act.
- First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to any Service, the Content, your User Submissions, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of The Company’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 28(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 28(A). Your notice to us must be sent via email to: legal@GreenPacificCapital.com For a period of sixty (60) days from the date of receipt of notice from the other party, The Company and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or The Company to resolve the Dispute or Excluded Dispute on terms with respect to which you and The Company, in each of our sole discretion, are not comfortable.
- Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 28(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND THE COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED FROM US OR ADVERTISING AVAILABLE ON OR THROUGH ANY SERVICE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between The Company and you regarding these Terms (and any Additional Terms) and the The Company, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. The Company and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 28(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and The Company regarding these Terms and The Company, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of The Company consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require The Company to pay a greater portion or all of such fees and costs in order for this Section 28 to be enforceable, then The Company will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the The Company. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
- Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 28(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 28(A); (b) filing for arbitration as set forth in Section 28(B); or (c) filing an action in state or Federal court.
- Injunctive Relief. The foregoing provisions of this Section 28 will not apply to any legal action taken by The Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to any Service, any Content, your User Submission and/or The Company’s intellectual property rights (including such The Company may claim that may be in dispute), The Company’s operations, and/or The Company’s products or services.
- No Class Action Matters. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 28(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 28(F). Notwithstanding any other provision of this Section 28, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
- Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or Federal court in State of California in Los Angeles County. Accordingly, you and The Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.
- Small Claims Matters Are Not Excluded from Arbitration Requirement. Any claims for $10,000 or less may not be filed in small claims court but is subject to Section 28(B).
- Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
By using and/or accessing The Company, and by consenting to these Terms, you agree to defend (at The Company’s option), indemnify, and hold harmless The Company, its parent company, affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies like the SEC), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) any offering, investment opportunity, Raise, Direct Raise, Transaction, and Information (as such terms are defined in the these Terms) posted or otherwise associated with you, your Company or your Registration Account on The Company, (ii) your User Submissions; (iii) your use of The Company and your activities in connection with The Company; (iv) your breach or alleged breach of these Terms or any Additional Terms; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of The Company Service or your activities in connection with The Company; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (viii) The Company’s use of the information that you submit to us (including your User Submissions) (all of the foregoing, “Claims and Losses”). The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with The Company in asserting any available defenses. Notwithstanding the foregoing, The Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of The Company.
You may not assign any part of your interest in this Agreement, or transfer your User account to another person.
The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Delaware.
You agree that:
- Any claim we may have against you arising out of your activities with respect to the Site, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
- This arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”) (available at http://www.adr.org).
- The arbitration shall be held in Wilmington, Delaware, or at another location that you and we select by mutual agreement.
- There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated (the “Individual-Claims-Only Requirement”).
The term “Excluded Claims” means:
- A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
- Claims arising from your investment in a specific project.
- Claims explicitly covered by another agreement.
- Claims between you and another User.
- Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.
Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system.
Survival Of Terms
This Agreement shall continue to apply even if you are no longer a User.
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond The Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with The Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms. The Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of any Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by The Company in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue any Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to The Company under these Terms or any Additional Terms. Upon suspension or termination of your access to any Service, or upon notice from The Company, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of such Service
If you have any questions about this Agreement, the Site, or the Services, please contact us at: legal@GreenPacificCapital.com