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. 1i. Modification End Waiver. This Agreement may only be modified in writing and all such written modifications
<br /> must be signed by you and our then-current President,Vice President of Certification, Chief Operating Officer, or General
<br /> Counsel. No other individual has the authority to modify this Agreement on our behalf. No action or inaction by us will be
<br /> cori strued as a waiver of this or any other provision of this Agreement.To be enforceable, any waiver must be in writing
<br /> and signed by you and us, and shall be limited to the specific terms of the waiver.
<br /> 11. Limitation on Damages. If we, our subcontractors and/or USGBC are found liable to you,then the maximum
<br /> total amount that you can recover from us,our subcontractors and USGBC collectively for any and all injuries,claims,
<br /> losses, expenses,costs,and damages arising out of,or in any way related to the LEED review and certification process is
<br /> capped at and shall not exceed the sum of(i)fifteen thousand dollars($15,000.00)plus(ii)the fees that you paid to us
<br /> to register the project that is the subject of your claim,and (iii)the fees that you paid to us with respect to any additional
<br /> services requested that relate to this Project,less any refunds that we provide to you in relation to such Project.
<br /> 12. Disclaimer of Warranties.To the greatest extent allowed by law,both GBCI and USGBC expressly disclaim any
<br /> and all warranties, express and implied, including the warranty of merchantability and fitness for a particular purpose,
<br /> with regards to the Application,the review process and the services or the certifications provided by our subcontractors,
<br /> USGBC and/or us. We make no representations that such Application or services are complete and/or free from all errors
<br /> or omissions.We explicitly disclaim any and all liability arising from your use of the Application for the purpose of
<br /> designing or constructing your Project,or your submission of such Application,including without limitation information or
<br /> calculations produced for the Application,to any third party. By way of example only,and without limiting the broad
<br /> scope of the foregoing,it is understood that LEED certification does not mean that a project is structurally sound or safe,
<br /> constructed in accordance with applicable laws,regulations or codes,free of mold or mildew,or free of volatile organic
<br /> compounds or allergens.
<br /> 13. Optional Services. We may make available certain optional services to assist you in interpreting the rating
<br /> •system and/or completing an application, such as the submission of Credit Interpretation Requests("CIRs").These
<br /> optional services may require the acceptance of additional terms and/or the payment of additional fees. Unless otherwise
<br /> provided at the time you request such optional services,all provisions of this Agreement shall also apply,including,
<br /> without limitation,all limitations on your ability to maintain a claim against us. To the extent you request any of these
<br /> optional services from us,you agree to pay any associated fees,as identified in the Policy Manual,within thirty(30)days
<br /> of your request for such services. If payment is not received by us within such thirty(30)day period,your request for
<br /> services will be deemed null and void.
<br /> 14. Indemnification.You agree to indemnify us and USGBC for, and to hold us both harmless against,any and all
<br /> third-party claims(including judgments, liabilities,causes of action,losses,damages, costs and expenses)arising from or
<br /> in any way related to registration,the application review process, and/or the award or revocation of LEED certification for
<br /> the Project,except as follows: (i)the claim was caused by gross negligence,willful misconduct, or wanton or reckless
<br /> behavior by us, USGBC or both;or(ii)the claim was caused by negligent behavior by us, USGBC or both and there was
<br /> no contributory negligence on your part.
<br /> 15. Governing Law. This Agreement,and all of the rights and duties of you and us arising out of or related to
<br /> registration,the relationship between you and us,and/or your use of the Application, are governed by the laws of the
<br /> District of Columbia, United States of America,without regard to its conflicts of law rules.This provision applies to all
<br /> claims and causes of action that you have or acquire against us and/or USGBC,whether based in contract,tort,statute,
<br /> or anything else.
<br /> 16. Venue.You agree that any claim and/or cause of action you have or acquire against us and/or USGBC shall be
<br /> commenced in and decided exclusively by a court of competent jurisdiction located in the District of Columbia, United
<br /> States of America.You agree to submit to the personal and exclusive jurisdiction of the courts located in the District of
<br /> Columbia, United States of America.You waive all defenses and arguments that these courts constitute an inconvenient
<br /> ' forum based upon your residence,the location of the Project,witnesses or documents,or anything else.You waive your
<br /> right to a jury trial with respect to any and all claims and causes of action against us and/or USGBC.
<br /> 17. Interpretation. The invalidity of any part of this Agreement shall not impair or affect the validity or
<br /> enforceability of the rest of this Agreement,which shall remain in full force and effect. Any provision found to be invalid
<br /> shall be more narrowly construed so that it becomes legal and enforceable. Any provision intended to survive termination
<br /> of this Agreement shall remain in effect after termination of the Agreement.The headings used in this document are for
<br /> ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. Any rule that
<br /> ambiguities are construed or interpreted against the drafter of a document,or against the party for whose benefit the
<br /> document is made,shall not apply. As used in this Agreement,the plural shall include the singular and the singular shall
<br /> include the plural whenever appropriate.
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