THESE TERMS AND CONDITIONS ARE LEGALY BINDING AND GOVERN YOUR USE OF EDGE Online.
This page states the terms and conditions under which you may use EDGE Online, a web based tool located at https://www.edge.gbci.org designed to
facilitate the LEED certification program (“EDGE Online”). EDGE Online is made available
under license by the Green Business Certification Inc., a non-profit
corporation of the District of Columbia with an address of 2101 L
Street NW, Suite 500, Washington D.C. 20037 (“GBCI ® ”).
These terms and conditions constitute a fully
integrated and legally binding agreement between you, as user of
EDGE Online, and GBCI, (hereinafter referred to as this
“Agreement”). If there
is a discrepancy or conflict between this Agreement and the content
of EDGE Online, the terms and conditions of this Agreement will
govern. This Agreement
constitutes the entire agreement between you and GBCI with respect
to the subject matter and supersedes all previous written or
oral agreements.
This Agreement is entered into for the sole
and exclusive benefit of you and us. Nothing in this Agreement
will be deemed to create any third party
beneficiaries or confer any benefit or
rights on or to any person or entity other than you and GBCI;
provided however, that USGBC ® is specifically a contingent third
party beneficiary of this Agreement. As used herein, “USGBC”
refers to the U.S. Green Building Council, Inc.®, a non-profit
corporation of the District of Columbia with an address of 2101 L
Street NW, Suite 500, Washington D.C. 20037. Only you and GBCI, and USGBC
as a contingent third party beneficiary, shall be entitled to
enforce the terms of this Agreement, and to exercise the rights
contained herein.
Unless otherwise noted, all information, text, articles, data,
images, documents, software, source-code or other materials
(collectively hereinafter referred to as the "Materials") contained
within EDGE Online are copyrighted by USGBC (the “Copyright Holder”)
and/or its affiliates. These Materials are made available by GBCI
under license.
This Agreement is for the sole purpose of enabling you to use and
enjoy the benefit of EDGE Online as provided by us, in the manner
permitted by these terms. We hereby grant
you a personal, worldwide, royalty-free, non-transferable and
non-exclusive license to access EDGE Online and to view the
Materials contained therein.
Permission to reproduce and/or display any Materials (including but
not limited to screen shots) within EDGE Online is hereby granted,
for the sole and exclusive purpose of registering, submitting,
and/or applying for LEED certification. To the extent you are
displaying and/or downloading any Materials for such sole and
limited purpose, you must ensure that: (a) both the copyright notice
set forth in such Materials, and a statement that the Materials are
being reproduced and/or displayed under permission of the Copyright
Holder, appear on such reproduced and/or displayed content; (b) all
use of such Materials from EDGE Online is for informational or
personal use only;
and (c) no modifications are made to any of the
Materials. You may NOT
use, reproduce, create derivative works from, or otherwise modify,
sell, or otherwise disseminate any of the Materials for any other
purposes than provided herein without the express, prior written
consent of the Copyright Holder.
USGBC and/or GBCI may revoke any of the foregoing rights, as well as any
access and use authorizations granted to users of EDGE Online at any
time. This grant of rights
constitutes a mere license.
Title to copyright in the Materials will at all times remain with
USGBC and/or its affiliates.
Any rights not expressly granted in this Agreement are reserved
by USGBC and/or its affiliates.
You agree that you shall not use EDGE Online for marketing purposes,
including, without limitation, advertising, the solicitation of others
with respect to the purchase or sale of products or services, and/or the
collection of user or project information for commercial purposes.
You agree that your use of EDGE Online will be to effect lawful
purposes only and that you will not engage in any
activity that interferes with or disrupts EDGE Online (or the
servers and networks which are connected to EDGE Online). Further, you agree
that you will not post to, or transmit through, EDGE Online any
information containing threatening, offensive, abusive, harassing,
or defamatory content.
EDGE Online contains certain proprietary notices and copyright
information, the terms of which must be observed and followed. You agree that you shall keep
intact any such proprietary notices, including copyright notices,
contained on any Materials.
You are responsible for ensuring that any content that you post
within EDGE Online does not and will not violate third party rights
of any kind. You warrant and represent that you own or control all
rights, or have obtained the necessary permissions from the owner of
such rights, in any content that you post to any portion of
EDGE Online.
GBCI, in agreement with USGBC, maintains a license to use several
proprietary trademarks, including numerous acronyms, logos and other
graphic images associated with the LEED program, (collectively
“Marks”). These
trademarks are powerful marketing tools and constitute valuable
assets held by USGBC and GBCI.
A description of these Marks, and the conditions under which
they may be used, is included in the USGBC Trademark Policy
available online at http://www.usgbc.org/trademarkpolicy. The USGBC
Trademark Policy is hereby incorporated by reference into this
Agreement in its entirety. By your use of EDGE Online, you agree to
abide by such policy.
- CLASSIFIED INFORMATION AND EXPORT CONTROL LAWS
USGBC and GBCI do not wish to receive classified
information from you through EDGE Online. Any information or material
sent through EDGE Online will be deemed not to be classified. Further, you represent
that none of the information you supply to GBCI or USGBC through the use
of EDGE Online, in connection with a LEED certification application or
otherwise, is 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.
We respect the rights of all copyright holders. In this regard we have
adopted and implemented a policy that provides for the protection of
other’s intellectual property.
If you believe that your work has been copied in a way that
constitutes copyright infringement, please provide our webmaster
with the following information:
a. Identification of the
copyrighted work claimed to have been infringed, or, if multiple
copyrighted works are covered by a single notification, a representative
list of such works;
b. Identification of the material
that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled;
c. Information reasonably
sufficient to permit us to locate the material;
d. Information reasonably
sufficient to permit us to contact the complaining party;
e. A statement that the complaining
party has a good-faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or
the law;
f. A statement that the information
in the notification is accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an
exclusive intellectual property right that is allegedly infringed; and
g. A physical or electronic
signature of a person authorized to act on behalf of the owner of an
exclusive intellectual property right that is allegedly infringed.
You can reach our webmaster through the use of the GBCI Contact
Form, which is available at the following URL:
http://www.gbci.org/contact.
- ADDITIONAL TERMS AND CONDITIONS
EDGE Online is designed and administered solely for the purpose of
facilitating the LEED certification process. You acknowledge that access
to certain sections, and use of certain services, provided through
EDGE Online may require the acceptance of additional terms and
conditions and the payment of certain fees. Such additional terms and
conditions will be presented to you where applicable.
We reserve the right to unilaterally update, change and/or remove
the content and availability of features and programs within LEED
Online. All such updates
and changes shall be effective and binding on you immediately upon
us making them. You are solely responsible for keeping yourself
informed of the current content and features provided by LEED
Online. We are under no
obligation to inform you of changes to our website other than by
posting such changes on EDGE Online, but we agree to refrain from
taking action without prior affirmative notice to you if the
provision upon which our action is to be based is materially
different from the Sections that are applicable to this
Agreement. In addition,
we will not reduce your rights without your explicit consent.
We reserve the right, if applicable, to terminate your password or
account or deny you access to all or part of EDGE Online without prior
notice if you engage in any conduct or activity that GBCI in its sole
discretion believes: (a) violates the terms and conditions of this
Agreement; (b) violates the rights of GBCI or USGBC; or (C) is otherwise
inappropriate for continued access.
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY
TERMINATION OR CANCELLATION OF YOUR ACCESS TO, OR USE OF, EDGE Online.
- THIRD PARTY WEBSITE AND INFORMATION ACCESS
EDGE Online provides access to websites and information controlled,
maintained and/or published by third parties. We may have limited or no
control over any website, information or resources which are
provided by companies or persons other than GBCI. Your use of such
information and/or access to such sites is governed by the terms and
conditions imposed by those third parties.
YOU ACKNOWLEDGE AND AGREE THAT GBCI AND USGBC ARE NOT RESPONSIBLE
FOR THE SECURITY, ACCURACY OR AVAILABILITY OF ANY SUCH THIRD PARTY
WEBSITES, INFORMATION OR RESOURCES, including, Without Limitation,
any advertising, products or other materials on or available from
such THIRD PARTY WEBSITE.
ANY LINK OR REFERENCE TO ANY WEBSITE OR SOURCE OF INFORMATION
CONTROLLED, MAINTAINED AND/OR PUBLISHED BY ANY PARTY OTHER THAN GBCI
OR USGBC SHALL NOT CONSTITUTE AN ENDORSEMENT OR WARRANTY OF ANY KIND
EITHER EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARANTY OF
MERCHANTABILITY AND/OR THE IMPLIED WARRANTY OF FITNESS FOR ANY
PARTICULAR USE.
You may not assign, sub-license, grant a
security interest in, or otherwise transfer any part of your rights to
use EDGE Online. Any
purported assignment or transfer of such rights shall constitute default
of this Agreement and shall be null and void.
YOU AGREE THAT YOUR USE OF EDGE Online IS ENTIRELY AT YOUR OWN RISK. THE
CONTENT, CODE, ACCESS, AND OTHER FEATURES OF EDGE Online ARE PROVIDED
“AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY, RELIABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR
NON-INFRINGEMENT. GBCI DOES
NOT WARRANT THAT ANY SUCH FEATURES WILL OPERATE IN AN UNINTERRUPTED OR
ERROR-FREE FASHION, THAT DEFECTS WILL BE CORRECTED, OR THAT THESE SITES
OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY
ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS,
COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS
TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT,
TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. THIS
DISCLAIMER FURTHER INCLUDES, BUT IS NOT LIMITED TO, CLAIMS AND CAUSES OF
ACTION ARISING OUT OF OR RELATING TO GBCI’S AND/OR USGBC’S DECISION OR
ABILITY TO MAINTAIN, ALTER AND/OR SECURE EDGE Online, OR THE INTENTIONAL
SUSPENSION OF ACCESS TO CERTAIN SERVICES, PROCESSES OR PROGRAMS MADE
AVAILABLE BY EDGE Online.
NEITHER GBCI OR USGBC NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS,
ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO
YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF EDGE Online
OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH
OF ANY WARRANTY, OTHER THAN CLAIMS AND CAUSES OF ACTION FOR YOUR LOSSES,
DAMAGES, COSTS OR EXPENSES THAT ARE THE DIRECT AND PROXIMATE RESULT OF
GBCI’S AND/OR USGBC’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR WANTON OR
RECKLESS BEHAVIOR. THIS
LIMITATION OF LIABILITY SHALL APPLY EVEN IF GBCI AND/OR USGBC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF GBCI
AND/OR USGBC, ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES AND
CONTENT OR SERVICE PROVIDERS IS LIMITED TO THE GREATEST EXTENT PERMITTED
BY SUCH STATE LAW.
WITH RESPECT TO ANY AND ALL USE OF EDGE Online, YOU AGREE TO INDEMNIFY
AND HOLD GBCI, USGBC, AND BOTH GBCI AND USGBC’S SUBCONTRACTORS,
AFFILIATES, OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY CLAIM OR
DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY
DUE TO OR ARISING OUT OF ANY CONTENT OR INFORMATION YOU SUBMIT, POST,
TRANSMIT, MODIFY OR OTHERWISE MAKE AVAILABLE THROUGH EDGE Online, OR
YOUR VIOLATION OF THIS AGREEMENT.
If you have been damaged by any act or omission by us that pertains
to your use of EDGE Online, then, within ninety (90) calendar days
after the occurrence of each such act or omission, you must provide
us with written notice describing with reasonable detail the act
and/or omission, how you were damaged by it, and a reasonable
estimate of the extent of monetary amount of your damages you claim
to have suffered. You
must provide this written notice to us by certified mail, return
receipt requested, and by email, with delivery confirmation. Such
notice should be addressed as follows:
Mailing Address
General Counsel
Green Business Certification Inc.
2101 L Street, NW, Suite 500
Washington, DC 20037
Email Address: [email protected]
Your providing us with the notice in the manner and within the time
frame described herein is an express condition precedent to your
right to commence and maintain litigation against us. You knowingly and
intelligently waive any and all claims and causes of action against
us to the extent that you do not provide us with the notice in the
manner and within the time frame described herein. Further, you agree not to
commence litigation against us until sixty (60) calendar days after
we receive such written notice (as evidenced by our signature on the
return receipt) unless your doing so would result in the inability
to file a claim based on the applicable statute of limitations.
This Agreement, and all of the rights and duties of you and GBCI
and/or USGBC arising out of or related to the use of EDGE Online, or
the relationship between you and GBCI and/or USGBC, are governed by
the laws of the District of Columbia, United States of America,
without regard to its conflicts of law rules. This provision applies to all
claims and causes of action that you have or acquire against GBCI
and/or USGBC, whether based in contract, tort, statute, or
anything else.
You agree that any and all claims and causes of action that you have
or acquire against GBCI and/or USGBC shall be commenced in and
decided exclusively by a court of competent jurisdiction located in
the District of Columbia, United States of America. You agree to submit to the
personal and exclusive jurisdiction of the courts located in the
District of Columbia, United States of America. You waive all defenses and
arguments that the courts located in the District of Columbia,
United States of America, constitute an inconvenient forum based
upon your residence, your domicile, the location of the project that
is the subject of the litigation, the location of witnesses, the
location of documents, or anything else. You knowingly and
intelligently waive your right to a jury trial with respect to any
and all claims and causes of action that you have or acquire against
GBCI and/or USGBC.
If any provision set forth in these terms, or the application
thereof to any circumstance, shall, to any extent, be found by a
court of competent jurisdiction to be invalid or unenforceable, then
such provision will be more narrowly construed so that it becomes
legal and enforceable, and the remainder of these terms, and the
application of such provision to circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected
thereby, while each provision set forth in these terms shall be
valid and enforceable to the fullest extent permitted by law, the
entirety of these terms will not fail on account thereof, and the
balance of these terms will continue in full force and effect to the
maximum extent permitted by law or equity while preserving, to the
fullest extent possible, its original intent. 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 to these terms. No
action or inaction by GBCI or USGBC will be construed as a waiver of
this or any other provision of this Agreement. No waiver of any of the
provisions of this Agreement shall be valid and enforceable unless
such waiver is in writing and signed by you and us. Unless explicitly stated in
such waiver, no waiver will constitute a waiver of any other
provision hereof (whether or not similar) or a continuing waiver.
The following clauses do not apply to a Government Entity: Paragraph
13: Indemnification; Paragraph 15: Governing Law; and Paragraph 16:
Venue. As used herein, the term Government Entity means a sovereign
nation, and any of its agencies or instrumentalities, including
employees of such agencies acting within the scope of their employment,
as well as a state, provincial or local government, including an agency,
board or commission in the executive branch of such government.
