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13 6. Term end Termination. The term of this Agreement begins when you accept this Agreement,and continues in <br /> effect unless terminated in one of the following ways: <br /> You may terminate this Agreement by notification to us at anytime. <br /> We may terminate this Agreement immediately and without notice to you if you fail to pay us all fees due for the <br /> services you have requested as set forth in the Policy Manual within 30 calendar days of your submission of the <br /> application for this Project to GBCI. <br /> This Agreement will terminate if, after review,we deliver notice to you that the project has been denied LEED <br /> certification or if the LEED certification or other official designation awarded to your Project is revoked or expires as <br /> provided by the Policy Manual. <br /> This Agreement will terminate if you sell,transfer or otherwise dispose of all or substantially all of your interests in <br /> this Project unless the new owner of such interests elects to be substituted for you as a party to this agreement, as <br /> evidenced by written and signed notice from you and such new owner to us.This Agreement will terminate following <br /> certification upon the complete or substantial demolition of the Project. <br /> Upon termination,your access to the Application shall be terminated and such Application and all data therein may be <br /> destroyed. Further, upon termination of this Agreement,the conditional license granted herein shall also terminate; <br /> meaning,you must immediately cease any use or display of our Marks in relation to this Project.There shall be no refund <br /> of any fees paid by you to us. <br /> 7. Default.You recognize and acknowledge that we are a nonprofit agency engaged in the effort to improve the <br /> environment by educating design professionals and the public about ways to ways to lessen the environmental impacts of <br /> buildings and communities and that the certification process,while regulated by specific policies and standards,also • <br /> requires some discretion and judgment.Therefore,we,our subcontractors, and USGBC shall not be considered in default <br /> of this agreement except in the case of willful misconduct, gross negligence, or wanton or reckless behavior. <br /> We will strive to meet the review timelines set forth in the Policy Manual. However,failure to meet these timelines is not <br /> a breach of this Agreement,and you shall not be entitled to a refund of any fees. If we do not meet the review timelines, <br /> we shall extend the applicable submission deadline by one day for each day that we are late in returning a review. <br /> 8. Notice. We expect to be in regular communication with you regarding your participation in the LEED certification <br /> program. Such communications will occur via email exchange and through information posted within LEED Online. <br /> However, notices required by this Agreement must be communicated as follows: <br /> Notices To You — We shall send all notices to you and the project administrator at the current email addresses <br /> identified for such individuals as provided to us within the Application. It is your responsibility to provide current <br /> contact information to us for the term of this Agreement. In addition, such notices shall be posted within the <br /> "Messages Section"within LEED Online. Such notices shall be effective when sent. <br /> Notices To Us—You must provide written notice to us by email with delivery confirmation,and by certified mail with <br /> return receipt requested. Such communications shall be effective when sent and must be addressed as follows: <br /> Mailing Address: Email Address: <br /> Attn: General Counsel legal@gbci.org <br /> Green ;;uilding Certification Institute <br /> 2101 L Street, NW,Suite 500 <br /> Washington, DC 20037 <br /> If you have been damaged by any act or omission by us,our subcontractors and/or USGBC,then,within one hundred <br /> eighty(180)calendar days after the occurrence of each such act or omission,you must provide us with written notice <br /> describing with reasonable detail the act and/or omission, how you were damaged by it,and a reasonable estimate of the <br /> extent of monetary amount of your damages you claim to have suffered. Providing us with notice in the manner and <br /> within the time frame described in this section is an express condition precedent to your right to commence and maintain <br /> litigation against us,our subcontractors and/or USGBC. Further,you agree to cooperate to resolve any disputed matters <br /> between us and not to commence litigation against us,our subcontractors and/or USGBC until sixty(60) calendar days <br /> after you have sent such notice; provided, however, if there comes a time when the applicable statute of limitations for <br /> your claim will expire within such sixty(60)calendar days,then you may commence such litigation. <br /> 9. MGM,Third Parties and Assignment of Rights. Nothing in this Agreement shall be deemed to confer any <br /> benefit or rights on or to any person or entity other than you and us, and USGBC and/or our subcontractors as contingent <br /> third-party beneficiaries. We have the right to assign and/or delegate any of our rights and obligations and subcontract <br /> the performance of any services in our sole discretion. You may t assign your rights and obligations under this <br /> Agreement to another owner of the Project, but such assignment shall be effective only upon the notice to us and the <br /> new owner's acceptance of such assignment and notice to us of same. <br /> 76 <br />