Green Core Electric, LLC
This Service Agreement (the “Agreement”) is a legal contract between you (the “Customer”) and Green Core Electric LLC [“Green Core Electric”] (collectively, the “Parties”). Signing up for our service indicates that you agree to follow and be bound by this Agreement.
1. TERM. This Agreement is made and entered into as of your signing up for our service and will continue until terminated by either Party. The Agreement may be terminated by either Party upon written notice to the other Party. Email notice may be sent to CustServ@GreenCoreElectric.com.
2. CHANGES. We may change any of the terms of this Agreement by posting revised Service Agreement on our website and/or by sending an email to you. Unless you terminate your account within ten (10) days, the new Agreement will be effective immediately and apply to any continued or new use of Green Core Electric.
3. DESCRIPTION OF SERVICES.
(a) Description of Services: Green Core Electric provides a service that allows a person to power either their home or business or both, with U.S. generated wind energy through the purchase of renewable energy certificates
(b) Utility Account Access: The Customer will allow Green Core Electric to access the Customer’s utility account information from the third party utility company in order to track monthly energy usage.
(c) Green Core Electric Account Registration: The Customer will provide Green Core Electric with the Customer’s utility account number, username, and password, in order for Green Core Electric to access the Customer’s online utility account. The Customer will allow Green Core Electric to change utility account information as needed. The Customer will not change the username or password while using Green Core Electric, as it would materially affect the assignment of renewable energy credits.
(d) Paperless Billing: After the Customer provides Green Core Electric with the utility account information, the Customer will allow Green Core Electric to sign up for paperless billing and have all third party utility bills sent to a Green Core Electric email address to avoid double billing.
(e) Renewable Energy Credit Price: Green Core Electric will assign renewable energy certificates to the Customer based on the Customer’s monthly energy usage. Green Core Electric will assign energy certificates to the customer at a price of $0.01/kwh, but retains the right to reasonably change prices at any time, for any reason, effective at the beginning of the next full billing month, with notice by email to the Customer.
(f) Green Core Electric Bill: Green Core Electric will email customers a single monthly bill (“Green Core Electric Bill”) that consolidates the Customer’s utility costs and their renewable energy credit costs.
(g) Utility Bill Payment: Once the Customer’s Green Core Electric Bill payments have cleared the bank, the Customer gives permission to Green Core Electric to pay the Customer’s third party utility bill on their behalf.
4. PAYMENT. The Customer will make payments no later than the due date to Green Core Electric. Payments will be carried out in the following manner:
(a) The Customer will make only electronic check payments.
(b) The Customer may elect to use an automatic payment system. If the Customer uses the automatic payment system, an invoice and receipt will be sent which includes the electric utility usage for the month along with renewable energy certificate costs.
(c) Green Core Electric takes great care to ensure complete and timely payment of each Customer’s utility bill; however, Green Core Electric is not a third-party/outsourced billing system. Therefore, Customer agrees that Green Core Electric is not liable for any damages that arise due to a late payment, partial payment, or non-payment of utility bills due to internal or clerical errors. Customer hereby indemnifies and holds Green Core Electric and its employees, directors, officers, and agents, harmless from any and all liabilities or harm resulting from failure to timely pay Customer’s utility bill.
(d) Green Core Electric may use third party vendors for payment processing.
(e) In addition to any other right or remedy provided by law, if Customer fails to make payments when due, Green Core Electric has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and seek remedies in accordance with this Agreement.
5. PRIVACY PROVISION.
(a) Green Core Electric, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, divulge the Customer’s information in any manner inconsistent with this Agreement.
(b) Green Core Electric and its employees, agents, and representatives will protect such information and treat it as confidential. This provision will continue to be effective after the termination of this Agreement.
(c) Any oral or written waiver by Customer of these confidentiality obligations which allows Green Core Electric to disclose Customer’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
(d) Green Core Electric will use industry standard encryption to protect Customer’s confidential information.
6. INTELLECTUAL PROPERTY. All logos, designs, trademarks, service marks, and other intellectual property of Green Core Electric are the exclusive property of Green Core Electric and cannot be used without the express written permission of Green Core Electric. In addition, any copyrightable works, ideas, discoveries, or other information developed in whole or in part by Green Core Electric in connection with the Services will be the exclusive property of Green Core Electric.
7. WARRANTIES. Green Core Electric will provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services, which meet generally acceptable industry standards in Green Core Electric's community and region. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GREEN CORE ELECTRIC DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, AND CONFORMANCE WITH DESCRIPTION. GREEN CORE ELECTRIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
8. BREACH. Except as otherwise provided in this Agreement, the occurrence of any of the following, among other occurrences, will constitute a material breach under this Agreement:
(a) The failure to make a required payment when due.
(b) The insolvency or bankruptcy of either Party.
(c) The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, or application or sale for or by any creditor or government agency.
(d) The failure to make available or deliver services in the time and manner provided for in this Agreement.
(a) If a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other Party may terminate the Agreement by providing written notice as provided in Section 1 of this Agreement.
(b) This notice will describe with sufficient detail the nature of the default. The party receiving such notice will have 10 days from the effective date of such notice to cure the default(s).
(c) Unless waived in writing by a Party providing notice, the failure to cure the default(s) within such time period will result in the automatic termination of this Agreement.
(d) If there is a breach or threatened breach of the provisions of this Agreement, Green Core Electric will be entitled to immediate injunctive relief, including a temporary restraining order and subsequent injunction, restraining the Customer from such breach.
(e) Nothing herein will be construed as prohibiting Green Core Electric from pursuing any other remedies from a breach or threatened breach. Customer, by asenting to this Agreement, understands and acknowledges that breaching the Agreement may cause Green Core Electric irreparable damages, and money damages will be inadequate to redress those harms. Any material breach of such provisions will, in addition to other available remedies, entitle Green Core Electric to appropriate injunctive or other relief, at law or equity, without the need to prove that money damages or other remedies at law are inadequate.
10. NO WAIVER, CUMULATIVE REMEDIES. No failure or delay on the part of Green Core Electric in exercising any right, power, or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy under this Agreement. The remedies are provided in this Agreement and are cumulative and not exclusive of any remedies provided by law or in equity.
11. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision will be suspended to the extent necessary by such event.
(a) The term Force Majeure will include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures.
(b) The excused Party will use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and will proceed with reasonable diligence. An act or omission will be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
12. DISPUTE RESOLUTION. The Parties will attempt to resolve any dispute out of or relating to this Agreement through friendly, good faith, settlement negotiations amongst the Parties. If the matter is not resolved by negotiation within 90 days, the Parties will then resolve the dispute by using the below Alternative Dispute Resolution (ADR) procedure.
(a) Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with the statutory rules of mediation of the State of Arizona. Mediations will be conducted in Phoenix, Arizona.
(b) If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final and the courts of the State of Arizona will enter judgment. Arbitration will be conducted in Phoenix, Arizona.
(c) If for any reason a dispute arising from or pertaining to this agreement cannot be resolved through the above steps, the Parties agree that all court proceedings will take place in the State of Arizona.
(d) In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing Party will be awarded reasonable attorney's fees and costs.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the Parties.
14. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
15. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the Parties, if the writing is signed by the Party obligated under the amendment.
16. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of Arizona and the Parties agree to resolve all disputes in venues located in Phoenix, Arizona.
17. ASSIGNMENT. Green Core Electric reserves the right to assign this Agreement to future assignors. This Agreement will be binding upon and inure to the benefit of the successors or assigns of Green Core Electric. Customer will obtain written consent from Green Core Electric before assigning the Agreement to a third party