Green Business Certification Inc.™ CERTIFICATION AGREEMENT

BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU ARE FULLY AWARE OF AND AGREE TO ALL OF THE FOLLOWING TERMS, CONDITIONS, AND PROVISIONS

This Certification Agreement (this “Agreement”) is entered into by You and the Green Business Certification Inc. (“GBCI”), a non-profit corporation of the District of Columbia located at 2101 L Street, NW, Suite 600, Washington, DC 20037, and constitutes a binding agreement between You and GBCI. As used herein, the terms “You,” “Your,” “Yourself” and “Owner” refer to the individual(s) or entity(ies) that holds all legal right to possess and control the real and personal property associated with the Project (defined below) that is executing this Agreement, as may be implemented by a third party (such as an architect, property manager or consultant) who has been granted authority by You to enter into this Agreement on Your behalf (Your “Agent”).

If Your Agent is entering into this Agreement on Your behalf, GBCI shall have no obligation to render any decision or provide any other information with respect to LEED® certification for Your Project(s) until You have provided GBCI with a fully executed “Confirmation of Agent’s Authority” (the form of which is available on the following webpage https://www.usgbc.org/resources/agent-authority). Upon the submission of a valid Confirmation of Agent’s Authority, GBCI agrees that it shall not pursue any action against the Agent in relation to the breach of any contractual obligations arising from the Agent’s authorized conduct on behalf of the Owner.

1. Purpose. The purpose of this Agreement is to establish the terms associated with the LEED Certification Program (the “Program”) and to allow You to register a Group Project or a campus (under which You may register Master Sites, Projects and Group Projects in the future).

2. The Program. The Program consists of the process whereby GBCI reviews documentation submitted by participants to determine if a Project, as described to GBCI, complies with the requirements of the LEED Green Building Rating System selected for such Project to be reviewed under, and has accumulated the minimum number of points necessary to achieve a particular level of LEED certification (i.e., LEED Certified™, LEED Silver®, LEED Gold® or LEED Platinum®). GBCI administers the Program and confers LEED certification under license from the U.S. Green Building Council, Inc. (“USGBC”).

3. Projects, Group Projects and Master Sites. As used in this Agreement, the term “Project” refers to all real and physical property, including the building(s), space(s), structure(s), land, fixtures, etc., associated with each building or interior space. The format of each Project and the number of Projects to which this Agreement will apply may vary depending on the manner in which You pursue LEED certification. As used herein, the term “Group Project” refers to all real and physical property, including the building(s), space(s), structure(s), land, fixtures, etc., associated with a group of buildings or interior spaces collectively registered and submitted via a single Application. As used herein, the term “Master Site” refers to a Project that is registered for the purposes of submitting Project Information regarding multiple Projects or Group Projects within a campus for which LEED certification is sought; however, the Master Site itself is not independently eligible to receive LEED certification. For the purposes of this Agreement, the term Project will be used to also refer to Group Projects and Master Sites.

4. Optional Program Upgrade. GBCI allows participants with campus and group projects registered within LEED Online Version 3 to re-register their Projects, Group Projects and Master Sites in the upgraded multiple building certification online software platform available at http://www.usgbc.org/leedonline/. Any Project or Master Site that has already been submitted for review may not be re-registered at this time. Further, GBCI will NOT transfer any Project Information to the Application(s) for any Project(s) re-registered under this Agreement. It is strongly recommended that You back up Your Project Information prior to re-registering Your Project(s).

If You intend to re-register Your Project(s) hereunder by registering a new campus or Group Project, You understand and agree that this Agreement will supersede, extinguish and take the place of any and all agreements You have previously entered into with GBCI regarding the registration or certification of Your Project(s) with respect to all of Your and GBCI’s liabilities, obligations and receipt of benefits under those agreement(s). You agree that the additional benefits to You and GBCI provided under this Agreement constitute good and valuable consideration and that this Agreement comprises a valid novation with regard to these prior agreement(s). GBCI agrees to refund any previously collected registration fees associated with Your Project(s) and Master Site(s) that You re-register under this Agreement. You understand that by re-registering hereunder, the original registration for Your Project(s) and Master Site(s), and Your access to the associated Project Information within LEED Online Version 3, will be suspended. The Project Information within LEED Online Version 3 will thereafter be unavailable to You and may be destroyed by GBCI in GBCI’s sole discretion. GBCI agrees to review any Projects and/or Master Sites re-registered under this Agreement in accordance with the original registration dates.

This Section 4 “Program Upgrades” is limited in effect and will ONLY apply to Your Project(s) and/or Master Site(s) which: (i) were originally registered under a campus or as a Group Project in LEED Online Version 3; (ii) which are re-registered under this Agreement; AND (iii) for which documentation in a form acceptable to GBCI in GBCI’s sole discretion is provided demonstrating that the Project(s) and/or Master Site(s) has been re-registered under this Agreement. This documentation must contain, without limitation: i) the original Project and Master Site ID Number(s) from LEED Online Version 3; ii) the re-registered Project and Master Site ID Number(s); and iii) information containing the identity of the recipient, and such recipient’s mailing address, for any refunds due from GBCI.

5. Applications. Upon Registering each Project under this Agreement, You will gain access to an electronic application (the “Application”) to be used for the sole purpose of applying for LEED certification. The Application consists of a collection of electronic data entry screens (“Forms”) which are specific to the Rating System (defined below) and the particular format of each Project. If You are pursuing LEED certification through the registration of a campus, You may access and submit multiple Applications under this Agreement. You are not required to submit an Application, and may exit the Program at any time.

6. Incorporated Terms. This Agreement incorporates the following documents (the “Program Documents”):

a. The Rating System. Each Application is designed to elicit information necessary to determine if Your Project complies with the requirements of the LEED Green Building Rating System that You have selected for Your Project to be reviewed under (the “Rating System”). While USGBC will continue to revise the Rating System from time to time, Your Project will be held to the most current requirements that exist at the time Your Project is registered. The full text of the LEED Green Building Rating System is published and available for review at the USGBC website: http://www.usgbc.org.

b. The Policy Manual. As used herein, the term “Policy Manual” refers to the LEED Certification Policy Manual as published by GBCI. The Policy Manual contains extensive information and instructions related to the Program including associated policies, processes, requirements, guidelines, and fees. While GBCI will continue to change the Policy Manual from time to time, the administration of each Project need only comply with the version of the Policy Manual published as of the date each Project is registered. Regardless of the foregoing, GBCI reserves the right to increase its fees as further described in Section 9: Fees of this Agreement. The Policy Manual is published and available for review at the USGBC website: http://www.usgbc.org/resources/leed-certification-policy-manual.

c. The MPRs. The term “MPRs” refers to the Minimum Program Requirements as published by USGBC. The MPRs consist of a series of criteria that each Project must comply with to be eligible to participate in the Program. While USGBC will continue to change the MPRs from time to time, each Project need only comply with the MPRs published as of the date such Project is registered. The MPRs are published by USGBC and available for review at the USGBC website: http://www.usgbc.org.

d. The Reference Guide. GBCI will apply the requirements of the Rating System as interpreted via the applicable LEED Green Building Rating System Reference Guide including any and all Reference Guide Supplements and Reference Guide Addenda as published by USGBC (collectively the “Reference Guide”). While USGBC will continue to change the Reference Guide, each Project need only comply with the documents published as of the date such Project is registered. The Reference Guides, Reference Guide Supplements and Reference Guide Addenda are published by USGBC and available at the USGBC website: http://www.usgbc.org.

e. The Trademark Usage Policy. You agree to use the Marks (defined below) in accordance with all applicable laws, rules and regulations, and You will comply at all times with the USGBC Trademark Policy as published by USGBC (the “Trademark Usage Policy”), and any other reasonable related standards associated with the use of the Marks as provided by GBCI in writing to You. The Trademark Usage Policy is available at the USGBC website: http://www.usgbc.org/trademarkpolicy.

You hereby represent and warrant that You have fully reviewed and understand each of the Program Documents above; further, You agree to check for updates prior to registering any Project(s) within a campus under this Agreement in the future.

7. Certification Review. Upon receipt of Your Application, GBCI will initiate its review to determine if Your Project is eligible for LEED Certification, and if so, the appropriate level of LEED Certification to be conferred. During a review, GBCI may request additional documentation, resubmission of calculations and any other information GBCI deems relevant. GBCI will strive to meet the review timelines set forth in the Policy Manual (each, a “Review Timeline”); however, the Review Timelines are estimates only. GBCI’s failure to meet any Review Timeline shall not be considered a breach of this Agreement and You will not be entitled to any remedy, including a refund of any portion of any Fees paid by You under this Agreement. Regardless of the foregoing, GBCI’s failure to meet any Expeditied Review Timeline provided in the Policy Manual shall not be considered a breach of this Agreement and You will not be entitled to any remedy under this Agreement; however, GBCI will refund any premium fees paid by You to expedite the review. GBCI will extend the applicable submission deadline by one (1) day for each day that any particular review activity exceeds a Review Timeline.

You recognize and acknowledge that GBCI is a nonprofit organization engaged in the effort to lessen the environmental impacts of buildings and communities, and that the Program, while regulated by specific policies and standards developed by GBCI and USGBC, also requires discretion and judgment. The decision whether to grant or deny LEED Certification to Your Project (or any individual building or interior space comprising the Project) shall be made in the sole discretion of GBCI and shall be based on GBCI’s interpretation of the Rating System and the submitted Project Information (defined below). You acknowledge and agree that neither GBCI, GBCI’s subcontractors nor USGBC shall be considered in default of this Agreement arising out of GBCI’s decision to grant or deny LEED certification except in the case of willful misconduct or gross negligence.

8. Optional Services. GBCI and/or USGBC may make available certain optional services to assist You to complete the Application and/or apply the Rating System requirements to Your Project(s), including without limitation, the review of and response to credit interpretation requests and/or LEED interpretations, the undertaking of appeals, and other services related to the Program (collectively, “Optional Services”). You acknowledge and agree that the performance of all Optional Services by GBCI, GBCI’s subcontractors and/or USGBC shall be governed by the terms of this Agreement, including without limitation, all provisions herein related to indemnification and limitations of liability.

9. Fees. In exchange for the rights and benefits You receive under this Agreement You agree to pay GBCI certain fees in accordance with the fee appendix provided within the Policy Manual (collectively, the “Fees”). The Fees associated with the Program are primarily those associated with GBCI’s administrative processes, including, and without limitation, the registration of additional Projects, the registration of Master Sites, the review of submitted documentation and/or the provision of Optional Services. The Fees You will incur will vary depending on the manner in which You pursue LEED certification and the Optional Services You require. GBCI will invoice You for all applicable Fees as they are incurred. All Fees must be paid within thirty (30) calendar days of the date of GBCI’s invoice.

GBCI reserves the right to increase the Fees by no more than twenty percent (20%) per calendar year. You agree to pay the then-current Fees. GBCI shall provide notice of any fee increases by publishing the same online in revisions to the Policy Manual. You may elect to pay the various Fees associated with the Program in advance. If You pay any Fees in advance, or have already paid such Fees, You will not be charged for the difference should a subsequent Fee increase occur. If You do not agree to any of GBCI’s Fee increases, Your sole remedy is to terminate this Agreement. Except as otherwise provided herein, GBCI will not furnish any refunds should You elect to forego any benefit for which You have paid in advance or if You elect to terminate this Agreement.

10. Project Information. In order to complete the LEED Certification application process, You must submit extensive information to GBCI related to the Project, including without limitation, any information related to You or Your Project provided prior to executing this Agreement, information contained within the Application(s) and any additional information or data provided to GBCI in connection with the Project (collectively, “Project Information”). You hereby grant GBCI, GBCI’s subcontractors and USGBC a perpetual, non-exclusive, royalty-free, fully paid-up and irrevocable license to access, view and reproduce and otherwise use all Project Information submitted to GBCI, including all copyrighted materials, trademarks and other proprietary information, for the purposes of assessing the Project. This license also grants GBCI and USGBC the right to use, reproduce, publish, create derivative works from, perform and display such Project Information as described in the Policy Manual.

Nothing in this Agreement shall prevent USGBC or GBCI from disclosing information where legally compelled to do so by duty, order or command under color of law. Unless prohibited by law, prompt notice of any compelled disclosure will be provided to You to facilitate an opportunity to limit or prevent such disclosure at Your sole expense. Without limitation, GBCI and/or USGBC may disclose Project Information if such disclosure, in GBCI’s or USGBC’s sole discretion, is deemed to be in the interest of public safety.

GBCI does not wish to receive classified information. Any information or material submitted to GBCI will be deemed not to be classified. By submitting information to GBCI, You represent that such information, be it submitted in connection with an Application for LEED certification or otherwise, is not controlled for export under the International Traffic in Arms Regulations, 22 C.F.R. Part 120 et seq., or the Export Administration Regulations, 15 C.F.R. Part 730 et seq.

Regardless of the foregoing, You acknowledge that any information submitted in relation to a campus, including without limitation, any information regarding any Project, Group Project or Master Site associated therewith, will be fully viewable and accessible by any and all persons granted access to the campus.

11. Trademarks. GBCI and USGBC collectively own and/or maintain licenses to use several proprietary trademarks, service marks, certification marks, logos and other graphic images, including, but not limited to, the “LEED” trademark and the LEED-certification trademarks, which are powerful marketing tools and valuable assets held by GBCI and USGBC respectively (collectively “Marks”). These Marks constitute valuable intellectual property held by GBCI and USGBC and are protected by law. Unauthorized use of these Marks constitutes both intellectual property infringement and breach of this Agreement.

If a Project is awarded LEED-certification by GBCI under this Agreement, GBCI grants You a limited, conditional, non-exclusive, revocable, and royalty-free license to use the appropriate Marks indicating the level of LEED-certification granted in relation to such Project; provided, however, that You are prohibited from using the Marks in any manner that indicates or implies (as determined by GBCI in its sole and absolute discretion) that the Project has achieved, or will achieve, LEED Certification at any level. In the event that the Project, or any portion thereof, is awarded LEED Certification by GBCI, then, subject to the terms and conditions of this Agreement, GBCI hereby grants You a non-exclusive, non-sublicenseable, non-transferable, revocable (in the sole discretion of GBCI), royalty-free, limited license to use the applicable Marks (depending on the Program You choose to participate in and the level of LEED Certification achieved) to indicate the level of LEED Certification granted to You in relation to the Project. In connection with all use of the Marks as set forth herein, You agree to use the Marks in accordance with all applicable laws, rules and regulations, and You will comply at all times with the Trademark Usage Policy.

All rights not expressly granted herein are reserved by GBCI and USGBC, and no license is granted hereunder for the use of the Marks for any purpose beyond the use set forth in in this Agreement, or to any other intellectual property of GBCI or USGBC. You acknowledge and affirm USGBC’s ownership of the Marks and the validity and enforceability thereof, and You shall not engage in or support any action, claim or challenge that is inconsistent with the foregoing. All use of the Marks and the goodwill associated therewith shall inure to the sole benefit of USGBC.

You acknowledge that the Marks and the goodwill associated therewith possess special, unique, and extraordinary characteristics, which make difficult the assessment of monetary damages that GBCI and USGBC would sustain as a result of Your unauthorized use of the Marks. You recognize that GBCI and USGBC would suffer irreparable injury by such unauthorized use and agree that injunctive and other equitable relief is appropriate in the event of a breach by You of any of the terms of this Section 11. Such remedy shall not be exclusive of any other remedies available to GBCI and USGBC, nor shall it be deemed an election of remedies by GBCI or USGBC.

12. Term and Termination. The term of this Agreement begins when You accept this Agreement, and continues in effect unless terminated in one of the following ways:

a.You may terminate this Agreement by notification to GBCI at anytime.

b.GBCI may terminate this Agreement as it relates to a particular Project, Master Site or Optional Services immediately and without notice to You if You fail to pay GBCI any fees due with regards to such Project as set forth in Section 9 of this Agreement.

c.GBCI may terminate this Agreement at anytime as it relates to Your ability to register additional Projects or Master Sites under a particular campus upon providing notice to You.

d.This Agreement will terminate as it relates to a particular Project if, upon concluding its review, GBCI delivers notice to You that such Project has been denied LEED certification and You exhaust or waive all rights to appeal such denial.

e.This Agreement will terminate with respect to a given Project to the extent You sell, transfer or otherwise dispose of all or substantially all of Your interests in such Project unless the recipient of such interests elects to be substituted for You as a party to this Agreement as evidenced by written and signed notice from You and such recipient to GBCI in a format to be approved by GBCI in its sole discretion.

f.This Agreement will terminate with respect to any LEED certified Project upon the complete or substantial demolition of such Project or if the LEED certification for such Project is otherwise revoked or expires as provided in the Policy Manual.

Upon termination, Your access to the Application for the associated Project(s) shall be revoked and GBCI may destroy any associated Application(s) and all data therein. Further, upon termination of this Agreement, the conditional license granted herein shall also terminate; meaning, You must immediately discontinue any use or display of the Marks in relation to any Project affected by such termination. All fees owed to GBCI by You as of the effective date of such termination shall be paid to GBCI in full within thirty (30) days of the effective date of such termination. In the event of termination in whole or in part there shall be no refund of any fees.

It is expressly understood and agreed that the parties’ respective obligations under this Agreement in Articles 9 and 10, 12 through 17, and 19 through 29 shall survive any termination of this Agreement.

13. Representations and Warranties. You hereby warrant and represent that:

a.You have the power and authority and the legal right to enter into this Agreement and to grant the rights and perform the obligations set forth herein. If this Agreement is executed by Your Agent, the Agent has the power and authority and the legal right to enter into this Agreement and to grant the rights and perform the obligations set forth herein on Your behalf and this Agreement constitutes a legal, valid and binding obligation on You that is enforceable against You in accordance with its terms;

b.If You enter into this Agreement as an Agent acting on behalf of an Owner, You hereby warrant and represent that You hold actual express written authority to enter into this Agreement on behalf of the Owner, and You acknowledge and agree that we are relying on Your representation.

c.You have taken all necessary action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;

d.You have the right to provide all Project Information provided to GBCI by You or on Your behalf, to grant the licenses to GBCI, GBCI’s subcontractors and USGBC as purported to be granted pursuant to this Agreement and to otherwise grant the rights granted under this Agreement; that no rights granted to GBCI, GBCI’s subcontractors or USGBC pursuant to this Agreement are in violation of any other agreement; and

e.The Project Information shall be true, correct and complete, and accurate in all respects, and does not and shall not infringe or misappropriate the intellectual property rights of any third party.

14. Indemnification. You agree to indemnify, defend and hold harmless GBCI, USGBC and each of their respective officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries and independent contractors (collectively, the “GBCI Indemnitees”) from and against all claims, actions, suits, losses, costs, liabilities, judgments, damages and expenses, including reasonable attorneys’ fees, court costs, litigation expenses and related expenses (collectively, “Claims”) arising out of or relating to (i) Your breach of any of the representations, warranties or obligations set forth herein, (ii) any incompleteness or inaccuracy of the Project Information, (iii) Your use of the Marks other than as set forth in Section 11 of this Agreement, (iv) any third party claim not precluded under the “Economic Loss Rule” or “Economic Loss Doctrine” theory, (v) Your use of, and/or reliance upon, any LEED Certification awarded under this Agreement, or (vi) Your Project (whether or not any individual building(s) or individual interior space(s) comprising Your Project has received LEED Certification); all of the foregoing, except to the extent such Claim was directly caused by gross negligence or willful misconduct of GBCI, GBCI’s subcontractors and/or USGBC. To the extent You are required to indemnify any of the GBCI Indemnitees, You shall not enter into any settlement without obtaining GBCI’s prior written consent. Without limitation of the foregoing, any or all of the GBCI Indemnitees may elect to participate in any cause of action with counsel of their choosing at their own expense.

If this Agreement is entered into by an Agent acting on behalf of an Owner, and subsequent to the acceptance of this Agreement it is determined that the Agent was not authorized to do so by the Owner, the Agent acknowledges and agrees that as between the Agent and GBCI that the Agent shall be responsible for the entire liability of the entity for which the Agent lacked the authority to bind, and without limiting the effect of this Section 14 of this Agreement, the Agent agrees to indemnify, defend and hold the GBCI Indemnitees harmless for any and all claims (including judgments, liabilities, causes of action, losses, damages, costs and expenses) arising out of or relating to the Agent’s unauthorized acceptance of this Agreement.

In the event indemnification is required for any of the GBCI Indemnitees as provided above, no settlement shall be entered into without obtaining GBCI’s prior written consent. Without limitation of the foregoing, any or all of the GBCI. Indemnitees may elect to participate in any cause of action with counsel of their choosing at their own expense.

15. Disclaimer of Warranties. NEITHER GBCI NOR USGBC MAKES ANY (AND BOTH GBCI AND USGBC HEREBY DISCLAIM, TO THE GREATEST EXTENT ALLOWED BY LAW, ANY AND ALL) WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, TITLE, AGAINST INFRINGEMENT, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROGRAM, THE RATING SYSTEM, ANY APPLICATION OR FORM, THE LEED CERTIFICATION REVIEW PROCESS, AND ANY OPTIONAL SERVICES PROVIDED BY OR ON BEHALF OF ANY GBCI INDEMNITEE. GBCI AND USGBC EXPLICITLY DISCLAIM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF LEED ONLINE AND ANY APPLICATION OR FORM FOR ANY PURPOSE OTHER THAN FOR THE PURSUIT OF LEED CERTIFICATION FROM GBCI.

Further, while GBCI takes reasonable efforts to ensure the functionality of the Application, and each Form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could potentially cause a Form to misrepresent compliance or non-compliance with a prerequisite or credit. IN NO EVENT SHALL ANY GBCI INDEMNITEE BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY SUCH ERRORS.

WITHOUT LIMITING THE BROAD SCOPE OF THIS SECTION 15, YOU AGREE AND ACKNOWLEDGE THAT: (i) LEED CERTIFICATION IS NOT A REPRESENTATION, AND DOES NOT MEAN THAT THE PROJECT (OR ANY INDIVIDUAL BUILDING(S) OR INTERIOR SPACE(S) COMPRISING THE PROJECT) IS STRUCTURALLY SOUND OR SAFE, CONSTRUCTED IN ACCORDANCE WITH APPLICABLE LAWS, REGULATIONS OR CODES, FREE OF MOLD OR MILDEW, OR FREE OF VOLATILE ORGANIC COMPOUNDS OR ALLERGENS OR TOXINS, OR THAT THE PROJECT (OR ANY INDIVIDUALLY REGISTERED BUILDING(S), INTERIOR SPACE(S) OR VOLUME PROJECTS COMPRISING THE PROJECT) SHALL ACHIEVE A RELATIVE OR SPECIFIC LEVEL OF ENERGY EFFICIENCY, PERFORMANCE OR UTILIZATION OF RENEWABLE, RECYCLED OR RECYCLABLE RESOURCES AS A RESULT OF ANY LEED CERTIFICATION; (ii) ANY GRANT OF LEED CERTIFICATION DOES NOT MEAN THAT GBCI OR USGBC ENDORSES, VERIFIES OR AGREES WITH ANY PROJECT INFORMATION THAT HAS BEEN PROVIDED OR REPRESENTED TO GBCI OR USGBC; (iii) ANY GRANT OF LEED CERTIFICATION SHALL NOT GUARANTEE: (A) ENERGY EFFICIENCY FOR THE PROJECT; (B) COST-SAVINGS FOR THE PROJECT; (C) ECONOMIC BENEFITS FOR YOU OR YOUR AGENT; OR (D) GOVERNMENT INCENTIVES, INCLUDING GOVERNMENT TAX INCENTIVES, FOR THE YOU OR YOUR AGENT; AND (iv) ANY GRANT OF LEED CERTIFICATION DOES NOT GUARANTEE YOU OR YOUR AGENT OF THE SATISFACTION OF ANY MANDATES OR REQUIREMENT FOR THE PROJECT TO BE CONSTRUCTED “GREEN”. ALL DETERMINATIONS RELATED TO LEED CERTIFICATION ARE IN THE SOLE AND ABSOLUTE DISCRETION OF GBCI AND, WITHOUT LIMITING THE AFFECT OF SECTION 7 OF THIS AGREEMENT, NO GBCI INDEMNITEE SHALL HAVE ANY LIABILITY AS A RESULT OF ANY DECISION TO GRANT OR NOT TO GRANT LEED CERTIFICATION TO THE PROJECT (OR ANY PORTION OF THE PROJECT) FOR ANY REASON.

16. Limitation of Liability; Claims. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL ANY OF GBCI, GBCI’S SUBCONTRACTORS OR USGBC BE LIABLE TO YOU, YOUR AGENT OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, TAX CREDITS, ECONOMIC BENEFITS, DATA, LOSS OF GOODWILL, OR PERSONAL OR OTHER PROPERTY DAMAGE REGARDING THIS AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT BY ANY GBCI INDEMNITEE OR IN CONNECTION WITH THE PROGRAM, ANY OPTIONAL SERVICES, THE RATING SYSTEM, THE POLICY MANUAL OR ANY APPLICATION OR FORM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING ANY OTHER PROVISION HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL GBCI INDEMNITEES, IN THE AGGREGATE, TO YOU, YOUR AGENT AND ANY THIRD PARTY EXCEED THE SUM OF FIFTEEN-THOUSAND US DOLLARS ($15,000.00) PLUS THE TOTAL AMOUNT OF FEES PAID BY YOU TO GBCI UNDER THIS AGREEMENT FOR THE PRODUCT OR SERVICE TO WHICH SUCH CLAIM RELATES LESS ANY REFUNDS THAT GBCI OR USGBC PROVIDE TO YOU.

17. Non-Disparagement. You agree that You will not publicly or privately disparage any of the GBCI Indemnitees in any way, make or give any comments, statements, opinions which may be harmful to the goodwill and reputation of the GBCI Indemnitees, or directly or indirectly cause or encourage the making of such comments, statements or opinions or the taking of such actions by anyone else. For the purposes of this Agreement, the term “disparage” includes, without limitation, comments or statements to the press and/or media, or to any individual or entity with whom the GBCI Indemnitees have a business or personal relationship which would adversely affect in any manner (i) the conduct of the business of the GBCI Indemnitees; (ii) the business reputation of the GBCI Indemnitees; or (iii) the personal reputation of the GBCI Indemnitees.

18. Force Majeure. None of the GBCI Indemnitees shall be liable for inadequate or non-performance to the extent caused by any Force Majeure Event, which wholly or partially prevents or delays the performance of any of the duties, responsibilities or obligations of such GBCI Indemnitee. As used herein, the term “Force Majeure Event” shall mean any act, event or condition (except, in each case, for the payment of money) which is beyond the reasonable control of such GBCI Indemnitee, including, but not be limited to, an act of God; an act of the public enemy; civil disturbance or unrest; injunctions; lightning; fire, explosion or other serious casualty; water damage; terrorist attack (or threats thereof); epidemics; strike, lock-out or labor dispute (without regard to the reasonableness of any party’s demands or any party’s ability to satisfy such demands); accident or sabotage; unusually severe weather (including hurricane, earthquake, tornado, landslide or flood); war (whether declared or not) or threats thereof; blockades; embargoes; condemnation or other taking by the action of any governmental body on behalf of any public, quasi-governmental or private entity; other governmental action or change in Law; or shortages or failures of sources of labor, material, energy, fuel, water, other vital utility, equipment or transportation. GBCI shall have the right to terminate this Agreement if a Force Majeure Event lasts for period of five (5) days or more. In such event, GBCI shall return all prepaid fees for services not yet rendered (such calculation to be made by GBCI, in GBCI’s sole discretion).

19. Notice and Notice of Claim. GBCI expects to be in regular communication with You regarding Your participation in the Program. Such communications will occur via email exchange and/or through Your Application(s). However, notices required by this Agreement must be communicated as follows:

Notices To You – GBCI shall send all notices to You and one (1) additional individual related to the Project designated by You (e.g., Project administrator or Campus administrator) at the email addresses provided by You to GBCI in the Application. Such notices shall be effective when sent. You agree to provide GBCI with up-to-date contact information for the duration of this Agreement.

Notices To GBCI – You must provide written notice to GBCI by email with delivery confirmation, and by certified mail with return receipt requested. Such communications shall be effective when actually received and must be addressed as follows:

Mailing Address:	Email Address:
Attn: General Counsel	legal@gbci.org
Green Business Certification Inc.
2101 L Street, NW, Suite 600
Washington, DC 20037

If You believe that You have been damaged by any act or omission by GBCI, GBCI’s subcontractors and/or USGBC, then You must provide GBCI with written notice in accordance with this Section 19 within one hundred eighty (180) calendar days after the occurrence of each such act or omission, describing with reasonable detail: (i) the act and/or omission; (ii) how You were damaged by it; and (iii) a reasonable estimate of the amount of monetary damages You claim to have suffered (each, a “Notice of Claim”). Providing notice in the manner and within the time frame described in this Section 19 is an express condition precedent to Your right to pursue a Dispute under this Agreement, including without limitation, Your right to commence and maintain Arbitration against GBCI, GBCI’s subcontractors and/or USGBC.

20. Arbitration. In the event that any dispute arises out of or relates to this Agreement (each such dispute, a “Dispute”), such Dispute shall be finally resolved under the Rules of Arbitration of the American Arbitration Association (the “Rules”) by three (3) arbitrators appointed in accordance with the Rules (each such arbitration, an “Arbitration”). Each Arbitration will be conducted in English and all foreign language documents shall be submitted in the original language and, if so requested by any arbitrator or party, shall also be accompanied by a translation into English. The place of arbitration, and the location for all hearings and meetings in an Arbitration, shall be the District of Columbia, United States of America, which location cannot be changed, and any Arbitration may be initiated by either party in accordance with the Rules. For each Arbitration, the governing law set forth in Section 21 shall be applied to the merits of the Dispute. Each party shall present its case in a pre-hearing memorial accompanied by all of its evidence in support of its position. The arbitrators in any Arbitration shall enforce, and not modify, the terms of this Agreement. The award or decision of the arbitrators shall be final and binding on each party and its respective successors and assigns, and judgment may be entered thereupon and enforced in any court of competent jurisdiction. All costs and expenses of any Arbitration, including reasonable attorneys’ fees and expenses and the administrative and arbitrator fees and expenses, shall be borne by the parties as determined by the arbitrators. Nothing in this Section 20 shall be construed as limiting the right of a party to seek, in a court of competent jurisdiction, an injunction or other equitable relief in aid of arbitration (including to maintain the status quo or preserve the subject matter of the arbitration) with respect to any actual or threatened breach of this Agreement or otherwise, to prevent or avoid irreparable harm. Nothing herein shall permit the arbitrators to award any damages which are disclaimed in Section 16.

Except to the limited extent necessary to comply with any applicable law, legal process, or a court order or to enforce a final settlement agreement or secure enforcement of the arbitrators’ award, the parties agree that the existence, terms and content of any Arbitration, all information and documents disclosed in any Arbitration or evidencing any arbitration results, award, judgment or settlement, or the performance thereof, and any allegations, statements and admissions made or positions taken by either party in any Arbitration shall be treated and maintained in confidence and are not intended to be used or disclosed for any other purpose or in any other forum.

21. Governing Law. This Agreement, and all of the rights and duties of You, the Agent, GBCI, GBCI’s subcontractors and/or USGBC arising out of or related to the Program, shall be governed by the laws of the District of Columbia, United States of America, without regard to its conflicts of law rules.

22. Remedies. Except as otherwise expressly provided in this Agreement, all remedies shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

23. Relationship of the Parties. The relationship between the parties to this Agreement is that of independent contractors with respect to the benefits described herein. This Agreement is not intended to, and does not, create any association, partnership, joint venture, employment, or agency relationship between the parties. You agree that You will not hold Yourself out as, an agent, affiliate, legal representative, joint-venturer, partner, employee or servant of any GBCI Indemnitee for any purpose whatsoever. As an independent contractor, we are solely responsible for determining the means and methods for providing the benefits described herein.

24. USGBC, Third Parties and Assignment of Rights. Nothing in this Agreement shall be deemed to confer any benefit or rights on or to any person or entity (including the Agent) other than You and GBCI; provided however, that GBCI’s subcontractors and USGBC shall be intended third-party beneficiaries to this Agreement. GBCI reserves the right to assign and/or delegate any of its rights and/or obligations in its sole discretion, including, and without limitation, the right to subcontract the performance of any services associated with the Program. You may not assign and/or delegate any of the rights and/or obligations under this Agreement except as set forth in Section 12(e) above. Any unauthorized assignment or delegation shall be null and void.

25. Entire Agreement. This Agreement (including all Exhibits, Schedules, Program Documents, forms and information accessible through hyperlink or referencing a URL, which are hereby incorporated herein and made a part hereof, the “Ancillary Documents”) constitutes a fully integrated agreement that supersedes any and all prior agreements between You and GBCI concerning the Project. You agree to comply with and be bound by the terms, conditions and provisions of all the Ancillary Documents whether or not any particular condition or provision is referenced in this Agreement. The Ancillary Documents are intended to be complementary and interpreted in harmony. In the event of any conflict, this Agreement shall take precedence, followed in descending order by the Policy Manual, the Rating System, the MPRs, the Reference Guide and the Trademark Usage Policy. The Terms And Conditions For The Use Of LEED Online Version 3 and the Legal Terms And Conditions associated with the USGBC website (http://www.usgbc.org), which govern the use of the LEED Online version 3 and USGBC websites respectively, and all extensions thereof, are not superseded by this Agreement.

26. Modification and Waiver. This Agreement may only be modified in writing and all such written modifications must be signed by You and GBCI’s then-current President, Chief Operating Officer, or General Counsel. No other individual has the authority to modify this Agreement on GBCI’s behalf. No action or inaction by GBCI will be construed as a waiver of this or any other provision of this Agreement. To be enforceable, any waiver must be in writing and signed by You and GBCI, and shall be limited to the specific terms of the waiver.

27. Interpretation. The invalidity of any part of this Agreement shall not impair or affect the validity or enforceability of the rest of this Agreement, which shall remain in full force and effect. Any provision found to be invalid shall be more narrowly construed so that it becomes legal and enforceable. Any provision intended to survive termination of this Agreement shall remain in effect after termination of the Agreement. The headings used in this document are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. Any rule that ambiguities are construed or interpreted against the drafter of a document, or against the party for whose benefit the document is made, shall not apply. As used in this Agreement, the plural shall include the singular and the singular shall include the plural whenever appropriate.

28. English Language and Currency. Unless otherwise provided in the Policy Manual, all documentation, notices and dispute resolution (including arbitral or judicial proceedings) relating to this Agreement must be produced in the English language. Any translations of this Agreement, or incorporated documents, are provided solely for Your convenience and, in all cases, the English language version shall govern. The Fees required under this Agreement are denoted in and must be paid in United States dollars.

29. Government Entities. If You are a Government Entity within the United States(meaning, an agency or instrumentality operating under color of federal law, and/or an agency or instrumentality operating under state law or municipal ordinance, including agencies, boards and commissions in the executive branch of such governments) the foregoing provisions of this Agreement regarding limitations of liability, indemnification, equitable relief, disputes and choice of law, to which You are prohibited from agreeing to as a matter of law, are hereby waived.

30. Execution. BY SELECTING THE BUTTON BELOW MARKED “I AGREE” YOU HEREBY AGREE TO THE TERMS, CONDITIONS AND PROVISIONS REPRESENTED IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND ALL EXHIBITS AND SCHEDULES HERETO, ALL PROGRAM POLICIES AND GUIDELINES, INCLUDING THE RATING SYSTEM, POLICY MANUAL, REFERENCE GUIDE AND TRADEMARK USAGE POLICY, AND THAT YOU HAVE BEEN PROVIDED THE OPPORTUNITY TO MAINTAIN A RECORD OF THIS AGREEMENT AND ALL SUCH POLICIES AND GUIDELINES. FURTHER, YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS YOU WILL BE BOUND TO A LEGALLY ENFORCEABLE CONTRACT NO DIFFERENT THAN A CONTRACT EXPRESSED ON PAPER AND PHYSICALLY SIGNED BY YOU. TO THE EXTENT YOU ACCEPT THIS AGREEMENT AS DESCRIBED HEREIN, GBCI SHALL MAINTAIN AN ELECTRONIC RECORD OF THIS AGREEMENT WHICH YOU MAY REQUEST TO REVIEW AND DOWNLOAD AT ANY TIME.