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Learning Lab Purchase Agreement

(Single Module OR Subscription)

This Learning Lab Purchase Agreement ("Agreement”) is between U.S. Green Building Council, Inc. (USGBC) and you, the company or individual listed in the online registration form. This License gives you rights to access and display those lessons included in the Learning Lab Subscription as further provided, below.

1. DEFINITIONS AND TERMS

1.1 “USGBC Lesson” means any of the discrete, archived educational content made available to you or to an authorized user through your license to USGBC’s online delivery system.

1.2 “Learning Lab Lessons” means that collection of lessons, or single lesson, on Learning Lab made available to you or to an authorized user by this License through USGBC’s online system during the term of this License.

1.3 “You” are the company or individual identified on the online registration form and applying in one of the following subscriber categories, as determined by your selection on the registration form and by your authorized status as:

  1. an officially recognized USGBC chapter; or
  2. a current USGBC member company or organization in good standing; or
  3. a company or organization that is not a member of USGBC
  4. an individual

1.4 “Point of Contact” is that person who registers for the Learning Lab Subscription (or Single Module) on your behalf. You agree that this person shall be responsible for maintaining contact with USGBC, and notifying USGBC of any changes to company/organization contact information. You may change your point of contact by emailing education@usgbc.org and indicating the following: name of original point of contact, name of new point of contact, and organization/company name.

1.5 License to “Access” and “Display” is defined and limited by the type of subscriber you are (chapter, company, individual), as follows:

a. USGBC Chapters: USGBC Chapters may access the Learning Lab Subscription or Single Modules only for display to attendees of official educational events held by chapter for public audience (“Chapter attendees”), so long as Chapter maintains the quality and integrity of and does not alter the overall educational products distributed. Chapter shall manage all aspects of registration for such educational events. Chapters may charge attendees a fee for the display of courses from Learning Lab at Chapter education events. Chapter must collect Chapter authorized user information in the “USGBC Roster Form” (only in an editable Excel® file as provided by USGBC) and return to USGBC within 48 hours of completion of the educational event. Chapter must follow all reasonable USGBC directions for completing the USGBC Roster Form. No attendees of Chapter events may directly access any Learning Lab Subscription or Single Module.

b. USGBC Member Company/Organization and Non-Member Company/Organization: A USGBC company/organization may distribute links only to its employee Member authorized users for access to the Learning Lab Subscription. A company/organization may display a Learning Lab Subscription or Single Module only to a group of its Member authorized users, however, such Member authorized users must individually access Learning Lab Subscription or Single Modules online to obtain certificate of completion, as set out below. A company/organization may not display or allow access to the general public or any person not a Member authorized user, nor may it charge any fee to its Member authorized users or anyone else for access to or display of Learning Lab Subscription lessons. Note: USGBC member benefits depend on the level of membership maintained. Please review http://www.usgbc.org/community/members/pricing/#join

c. Individual Subscriber : An individual subscriber may access and display the Learning Lab Subscription lessons or a Single Module only for his or her individual use. An individual may not display or grant access to any other person nor may an individual subscriber charge any fee to anyone for access to or display of the Learning Lab Subscription or Single Modules.

2. LICENSE GRANT & AUTOMATIC RENEWAL . Upon your acceptance of and payment for this Agreement, USGBC grants you a non-exclusive license for use 365 days from date of purchase for access to and display of the Learning Lab Subscription Lessons or Single Module as further described and limited in this License, unless terminated earlier according the provisions herein. You agree that you are responsible for managing all aspects of Learning Lab Subscription or Single Module access by your attendees and/or authorized users, including but not limited to event management, technical troubleshooting and support. Access to the Learning Lab Subscription or Single Module is tied to the usgbc.org site user account of the purchaser. USGBC will renew such license for an additional year at the conclusion of the initial one-year term and each one-year term thereafter. Your license will continue to be renewed unless you cancel automatic renewal following the guidelines in: Exhibit A-1 - Automatic Renewal Terms and Conditions - for all states except New York and New Mexico, Exhibit A-2 - Automatic Renewal Terms and Conditions - State of New Mexico Only, Exhibit A-3 - Automatic Renewal Terms and Conditions - State of New York Only. (Note: If you reside in the state of New York or New Mexico, USGBC will also provide notice to you by certified mail.)

3. AUDITS. USGBC may conduct monthly audits of your access to the Learning Lab Subscription to assure compliance with and prevent misuse of this License. USGBC may request information, and you agree to promptly respond, regarding attendees, events, access, and display, pursuant to this end, without notice.

4. REQUIREMENTS & LIMITATIONS. The lessons included in the Learning Lab Subscription and/or Single Module materials are, as between you and USGBC, USGBC’s proprietary information. This License grants you no rights to use specific USGBC trademarks or product names. You agree to comply with any export law that may apply to the subject matter of this License.

5. RESERVATION OF RIGHTS/NO ASSIGNMENT. USGBC reserves all rights not expressly granted in this License. You may not make any copy, or modify, any of the lessons included in the Learning Lab Subscription or your Single Module. No additional rights (including any implied licenses) are granted by implication, estoppel or otherwise. You may not assign or transfer this License without the advance, written approval of USGBC. Any assignment shall be null and void and of no effect.

6. FEEDBACK. You have no obligation to give USGBC any feedback on any lesson within the Learning Lab Subscription System. If you do provide feedback, you acknowledge and agree that your rights to any intellectual property in such feedback, including without limitation interest in any associated copyrights held by you, shall revert to USGBC. Further, USGBC may freely use such feedback, or create derivative works based upon the same, in revisions to the USGBC Webinars, or in its other products and services.

7. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES. THE LEARNING LAB SUBSCRIPTION SYSTEM IS PROVIDED “AS IS.” YOU CANNOT RECOVER FROM USGBC ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES OR LOST PROFITS RELATED TO THIS LICENSE. THIS APPLIES EVEN IF USGBC KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

8. ENTIRE AGREEMENT. This, and your responses and the text of the online registration form, is the entire agreement between us regarding its subject matter.

9. APPLICABLE LAW. The laws of the District of Columbia govern this License. If federal jurisdiction exists, we each consent to jurisdiction and venue in the federal courts in the District of Columbia. If not, we each consent to jurisdiction and venue in the Superior Court of the District of Columbia.

10. TERMINATION.

a. If you select a subscriber category for which you are not authorized, USGBC may immediately terminate your License, without refund or offset.

b. If you permit unauthorized access and/or display as defined in this License, including but not limited to distribution and/or use of your password to unauthorized user, USGBC may immediately terminate your License, without refund or offset.

c. If either of us materially breaches any provision of this License other than paragraph 3.1 and does not fix the breach within ninety (90) days after being notified about it, the other party may terminate this License in writing.

d. IN NO EVENT SHALL USGBC REFUND ANY FEES PAID BY YOU TO USGBC UNDER THIS AGREEMENT.

e. Only Sections 5, 7, 10, 11 of this License will survive its termination.

11. RELATIONSHIP BETWEEN THE PARTIES . The relationship between the parties to this Agreement is that of independent contractors. This Agreement is not intended to create any association, partnership, joint venture, or agency relationship between the parties to this Agreement, nor does it grant either party any authority to assume or create any obligation on behalf of or in the name of the other party.

12. INDEMNIFICATION/LIABILITY. You agree to indemnify, defend, and hold harmless USGBC, its officers, directors, agents and employees from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these terms. Further, you agree that you shall be fully liable for any loss of USGBC’s for the display of the lessons within the Learning Lab Subscription by you, your employees, and agents beyond the scope of the license granted to you.

13. EXECUTION. BY SELECTING THE BUTTON BELOW MARKED “I AGREE” YOU HEREBY SUBMIT THIS AGREEMENT AND AGREE TO THE TERMS, CONDITIONS AND PROVISIONS REPRESENTED IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT: YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND ALL INCORPORATED DOCUMENTS, PROGRAM POLICIES, AND REQUIREMENTS REFERENCED HEREIN; THAT YOU HAVE BEEN PROVIDED THE OPPORTUNITY TO MAINTAIN A RECORD OF THIS AGREEMENT; THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT BETWEEN YOURSELF AND USGBC; AND THAT YOU HAVE CONSULTED WITH AN ATTORNEY ABOUT YOUR RIGHTS AND OBLIGATIONS HEREUNDER. 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.

Exhibit A-1

Automatic Renewal Terms and Conditions

Learning Lab Subscription access is offered on an annual basis beginning on the date of purchase. You have selected to have your subscription license automatically renew. Per your request, USGBC will renew such license for an additional year at the conclusion of the initial one-year term and each one-year term thereafter. Your subscription license will continue to be renewed unless you cancel automatic renewal.

Fees and Charge Account Authorizations: Each Learning Lab subscriber is responsible for paying all applicable subscription fees. The fees associated with your subscription license are determined based on the quantity of licenses purchased in a single transaction (i.e. bulk discounts apply) and whether a Site User account is associated with a USGBC member company in good standing (i.e., discounts apply for Site Users who are connected to a USGBC member company on the USGBC.org website). You hereby authorize USGBC to charge the provided credit card to pay for the initial annual subscription fee(s) and all fees that are the result of the automatic renewal of your subscription license(s). Upon each renewal, USGBC will bill the then-current subscription fee to the credit card designated by you. Your subscription license(s) will be deactivated as of the renewal date if USGBC does not receive payment from your card issuer or its agent. USGBC utilizes a third party credit card processing service to facilitate online transactions. This service provider will collect and retain your personal and credit card information as necessary to facilitate the transactions addressed herein.

Notification of Renewal: We will notify you by email of the pending automatic renewal of your subscription license and the anticipated renewal fee(s) thirty (30) days prior to the end of the expiration of the annual term. We will contact you at the email address associated with your USGBC Site User account. It is your responsibility to notify USGBC of any change to this email address. If your email service includes functionality or software that catalogues or filters your emails in an automated manner, it is your responsibility to ensure that those emails we send to you reach your inbox, either by routinely monitoring your bulk, junk and spam email folders and/or by adding us to your address book or safe senders list.

Changes to the Learning Lab Subscription Fee and Cancelation of Automatic Renewal: USGBC reserves the right to change the fee associated with the Learning Lab Subscription. USGBC will notify you via email of any fee changes prior to the renewal of your subscription license(s). If any change is unacceptable to you, you may cancel the automatic renewal of your subscription(s). You may cancel the renewal of your subscription at any time prior to renewal by providing notice to USGBC in accordance with the following:

 Online: Opt-out of the automatic renewal program online by disabling auto renewal in the billing section of your site user account webpage at Your Account;

 By Phone: Call the USGBC customer service team toll free at 1-800-795-1747 or 1-800-795-1747 and request to opt-out of the automatic renewal program;

 By Email: Send an e-mail with delivery confirmation to the USGBC customer service team at education@usgbc.org identifying your e-mail address associated with your USGBC site user account and a request to opt-out of the automatic renewal program; and

 By Fax: Send a fax to the USGBC customer service team at 202-828-5110 describing your request to opt-out of the automatic renewal program for the Learning Lab Subscription.

USGBC reserves the right to cancel the automatic renewal program at any time.


Disputes: If you determine that this subscription was renewed in error, please contact USGBC. These terms and conditions shall be interpreted in accordance with the laws of the District of Columbia. Any dispute or claim arising out of the automatic renewal of this subscription must be brought in a court of competent jurisdiction located within the District of Columbia.

By clicking on "I AGREE" below you acknowledge that you have selected to have your Learning Lab Subscription automatically renew and have read and agree to be bound by these terms and conditions.

I AGREE

Exhibit A-2

Automatic Renewal Terms and Conditions - For New Mexico Only

Learning Lab Subscription access is offered on an annual basis beginning on the date of purchase. You have selected to have your subscription license automatically renew. Per your request, USGBC will renew such license for an additional year at the conclusion of the initial one-year term and each one-year term thereafter. Your subscription license will continue to be renewed unless you cancel automatic renewal.

Fees and Charge Account Authorizations: Each Learning Lab subscriber is responsible for paying all applicable subscription fees. The fees associated with your subscription license are determined based on the quantity of licenses purchased in a single transaction (i.e. bulk discounts apply) and whether a Site User account is associated with a USGBC member company in good standing (i.e., discounts apply for Site Users who are connected to a USGBC member company on the USGBC.org website). You hereby authorize USGBC to charge the provided credit card to pay for the initial annual subscription fee(s) and all fees that are the result of the automatic renewal of your subscription license(s). Upon each renewal, USGBC will bill the then-current subscription fee to the credit card designated by you. Your subscription license(s) will be deactivated as of the renewal date if USGBC does not receive payment from your card issuer or its agent. USGBC utilizes a third party credit card processing service to facilitate online transactions. This service provider will collect and retain your personal and credit card information as necessary to facilitate the transactions addressed herein.

Notification of Renewal: We will notify you via certified mail of the pending automatic renewal of this subscription license and the anticipated renewal fee thirty (30) to sixty (60) days prior to the expiration of the annual term. We will contact you at the mailing address associated with your USGBC Site User account. It is your responsibility to notify USGBC of any change to this address.

Changes to the Learning Lab Subscription Fee and Cancelation of Automatic Renewal: USGBC reserves the right to change the fee associated with the Learning Lab Subscription. USGBC will notify you via email of any fee changes prior to the renewal of your subscription license(s). If any change is unacceptable to you, you may cancel the automatic renewal of your subscription(s). You may cancel the renewal of your subscription at any time prior to renewal by providing notice to USGBC in accordance with the following:

 By Mail: Send a certified letter with delivery confirmation to the USGBC customer service team at the following address with a request to opt-out of the automatic renewal program:

U.S. Green Building Council, Inc. Attn: Customer Service 2101 L Street, NW, Suite 500 Washington, DC 20037

In addition to sending a certified letter with the request, you may also notify USGBC in any of these ways:

 Online: Opt-out of the automatic renewal program online by disabling auto renewal in the billing section of your site user account webpage at Your Account;

 By Phone: Call the USGBC customer service team toll free at 1-800-795-1747 or 1-800-795-1747 and request to opt-out of the automatic renewal program;

 By Email: Send an e-mail with delivery confirmation to the USGBC customer service team at education@usgbc.org identifying your e-mail address associated with your USGBC site user account and a request to opt-out of the automatic renewal program; and

 By Fax: Send a fax to the USGBC customer service team at 202-828-5110 describing your request to opt-out of the automatic renewal program for the Learning Lab Subscription.

USGBC reserves the right to cancel the automatic renewal program at any time.

Disputes: If you determine that this subscription was renewed in error, please contact USGBC. These terms and conditions shall be interpreted in accordance with the laws of the District of Columbia. Any dispute or claim arising out of the automatic renewal of this subscription must be brought in a court of competent jurisdiction located within the District of Columbia.

By clicking on "I AGREE" below you acknowledge that you have selected to have your Learning Lab Subscription automatically renew and have read and agree to be bound by these terms and conditions.

I AGREE

Exhibit A-3

Automatic Renewal Terms and Conditions - For New York Only

Learning Lab Subscription access is offered on an annual basis beginning on the date of purchase. You have selected to have your subscription license automatically renew. Per your request, USGBC will renew such license for an additional year at the conclusion of the initial one-year term and each one-year term thereafter. Your subscription license will continue to be renewed unless you cancel automatic renewal.

Fees and Charge Account Authorizations: Each Learning Lab subscriber is responsible for paying all applicable subscription fees. The fees associated with your subscription license are determined based on the quantity of licenses purchased in a single transaction (i.e. bulk discounts apply) and whether a Site User account is associated with a USGBC member company in good standing (i.e., discounts apply for Site Users who are connected to a USGBC member company on the USGBC.org website). You hereby authorize USGBC to charge the provided credit card to pay for the initial annual subscription fee(s) and all fees that are the result of the automatic renewal of your subscription license(s). Upon each renewal, USGBC will bill the then-current subscription fee to the credit card designated by you. Your subscription license(s) will be deactivated as of the renewal date if USGBC does not receive payment from your card issuer or its agent. USGBC utilizes a third party credit card processing service to facilitate online transactions. This service provider will collect and retain your personal and credit card information as necessary to facilitate the transactions addressed herein.

Notification of Renewal: We will notify you via certified mail of the pending automatic renewal of this subscription license and the anticipated renewal fee fifteen (15) to thirty (30) days prior to the expiration of the annual term. We will contact you at the mailing address associated with your USGBC Site User account. It is your responsibility to notify USGBC of any change to this address.

Changes to the Learning Lab Subscription Fee and Cancelation of Automatic Renewal: USGBC reserves the right to change the fee associated with the Learning Lab Subscription. USGBC will notify you via email of any fee changes prior to the renewal of your subscription license(s). If any change is unacceptable to you, you may cancel the automatic renewal of your subscription(s). You may cancel the renewal of your subscription at any time prior to renewal by providing notice to USGBC in accordance with the following:

 By Mail: Send a certified letter with delivery confirmation to the USGBC customer service team at the following address with a request to opt-out of the automatic renewal program:

U.S. Green Building Council, Inc. Attn: Customer Service 2101 L Street, NW, Suite 500 Washington, DC 20037

In addition to sending a certified letter with the request, you may also notify USGBC in any of these ways:

 Online: Opt-out of the automatic renewal program online by disabling auto renewal in the billing section of your site user account webpage at Your Account;

 By Phone: Call the USGBC customer service team toll free at 1-800-795-1747 or 1-800-795-1747 and request to opt-out of the automatic renewal program;

 By Email: Send an e-mail with delivery confirmation to the USGBC customer service team at education@usgbc.org identifying your e-mail address associated with your USGBC.org site user account and a request to opt-out of the automatic renewal program; and

 By Fax: Send a fax to the USGBC customer service team at 202-828-5110 describing your request to opt-out of the automatic renewal program for the Learning Lab Subscription.

USGBC reserves the right to cancel the automatic renewal program at any time.

Disputes: If you determine that this subscription was renewed in error, please contact USGBC. These terms and conditions shall be interpreted in accordance with the laws of the District of Columbia. Any dispute or claim arising out of the automatic renewal of this subscription must be brought in a court of competent jurisdiction located within the District of Columbia.

By clicking on "I AGREE" below you acknowledge that you have selected to have your Learning Lab Subscription automatically renew and have read and agree to be bound by these terms and conditions.