These Service Terms will govern the indoor air quality certification services (“Services”) by which the Client can receive Indoor Air Hygiene Institute Certification (“Certification”) for its buildings. Indoor Air Hygiene Institute (“the Institute”) has established standards for indoor air hygiene management and the evaluation of a building’s indoor air quality.
Client seeks to have certain building evaluated and certified pursuant to the certification standards. Upon satisfactory completion of certification requirements and implementation of improvements recommended by the Institute, Client may obtain authorization from the Institute to use the Certification on Client’s building. The authorization is contingent on Client’s continued compliance with the Institute’s identified improvements.
Client will cooperate with the Institute and execute and/or deliver all documents, forms, instruments; give the Institute access to Client’s data and information; identify competent, qualified personnel available to assist and answer question; grant accesses necessary to Client’s building for the Institute to conduct the Services and audits if applicable; and designate an individual to take trainings provided by the Institute and to continuously monitor the indoor air quality data collected by sensors provided by the Institute. It is the sole responsibility of the Client to carry out improvements recommended by the Institute and take reasonable care of the sensors provided to Client. The Institute identified improvements may include one-time upgrade of the air ventilation, filtration, purification, conditioning system, system protocol changes, or other needed remediations as well as ongoing training, monitoring, and maintenance which shall be carried out by Client at its own costs.
Subject to the information, personnel, and access made available to the Institute by Client, the Institute will assess the data and information provided by Client, inspect the Client’s building and its systems, diagnose the indoor air quality of the building, identify improvements required to mitigate indoor air quality issues and provide applicable training to designated individual. The Institute’s inspection, evaluation and diagnosis solely rely on the information, access and personnel made available to the Institute by Client. Upon satisfactory completion of certification requirements and implementation of improvements identified by the Institute, Client may obtain authorization from the Institute to use the Certification on Client’s building. The Institute will provide sensors to Client for the purpose of assessing and monitoring the indoor air quality prior and during the applicable term of the Certification. Any sensors provided to the Client remain the property of the Institute.
Subject to the terms and conditions of these Service Terms, effective upon Client’s receipt of notice of the Certificate Date for a Certified Building, Client is granted a one-year, non-exclusive, non-transferable, non-sublicensable authorization to use the Certification Mark solely on the Certified Buildings. The Institute retains all rights, title, and interest in the Certification Marks. Client agrees that it will do nothing inconsistent with that ownership and that nothing challenges the Institute’s title to the Certification Marks or the Certification. In the event that the Institute modifies the Certification Marks, Client must begin using the modified Certification Marks within 30 days of the receipt of the notice.
Client may use the Certification Mark only on the Certified Buildings. Client agrees to use the Certification Mark only in the form and manner and with appropriate legends as prescribed by the Institute. Certification Mark shall be conspicuously displayed at the entrance of the Certified Buildings. Upon the termination or expiration of the certification, Client shall cease and desist all use of the Certification Marks in any manner and will not adopt any word or mark which is confusingly or deceptively similar to the Certification Mark. Client shall submit proposed usage of the Certification Marks to the Institute for prior written approval provided that Client wishes to use the Certification Mark in any marketing materials.
The Institute shall have the right, but not the obligation, at all times, whether this Agreement is in effect, to communicate to the public accurately Client’s current and past certification status and any impending action that the Institute might take with respect to such certification status, including but not limited to publication on the website of the Institute. The Institute shall have no liability to Client whatsoever for any harm caused to Client by the Institute’s communication thereof. Client hereby agrees to grant the Institute a non-exclusive, non-revocable and royalty-free license to use the name, logo and trademarks of the Client in connection with such communication. The Institute’s communication over the Client’s certification status shall not be interpreted as to state or imply that Client is endorsed, sponsored or recommended by the Institute.
Client agrees to notify the Institute of any unauthorized use of the Institute Certification Marks as it comes to Client’s Attention. Nothing contained herein shall be interpreted as a representation by Client that it has already registered or that they have an obligation to register any of the Certification Marks or other symbols or indicia as a trademark, service mark or otherwise in any jurisdiction. The parties hereto agree the Institute has no obligation to take any action to protect or enforce any such Certification Marks or prevent any entity from using the Certification Marks. However, the Institute agrees to use its best efforts to protect the Certification Marks and, with Client’s cooperation, to take appropriate action to prevent any entity’s unauthorized use of the Certification Marks where it is commercially reasonable for the Institute to do so or where such use is in violation of the Institute’s rights hereunder.
THE INSTITUTE WARRANTS THAT IT HAS FULL CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THESE CONDITIONS AND THE AUTHORITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. THE INSTITUTE EXPRESSIVELY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THE INSTITUTE CERTIFICATION SERVICES AND THAT ANY TRADEMARKS, SERVICE MARKS CERTIFICATION MARKS, LABELS, GUIDANCE OR OTHER MATERIALS OR SERVICES PROVIDED TO CLIENT OR THE USE THEREOF WILL COMPLY WITH THE GREEN GUIDES, OR OTHER APPLICABLE LAWS AND REGULATIONS , EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT. IN NO EVENT SHOULD THE INSTITUTE HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES OR CERTIFICATION MARKS OR IDENTIFIED IMPROVEMENTS PROVIDED BY THE INSTITUTE. THE INSTITUTE AND ITS AGENTS AND CONTRACTORS DO NOT PROVIDE LEGAL ADVICE AND SERVICES PROVIDED BY THE INSTITUTE SHALL NOT BE CONSTRUED OR INTERPRETED AS LEGAL ADVICE. IT IS CLIENT’S SOLE RESPONSIBILITY TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS REGARDING ENVIRONMENTAL MARKETING AND PRACTICES. CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE INSTITUTE AND ITS AFFILIATED COMPANIES, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS FROM ALL LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO CLAIMS ASSERTED BY THIRD PARTIES THAT RELATE TO UNFAIR OR DECEPTIVE MARKETING CLAIMS, INCLUDING IN VIOLATION OF 15 USC SEC 45, THE GREEN GUIDES OR OTHER APPLICABLE LAWS AND REGULATIONS.
The Institute may terminate the authorization to use the Certification Marks with respect to Certified Buildings without further right to cure if Client:
Upon termination or expiration of the authorization, Client shall cease marketing formerly Certified Buildings with the Certification Marks, remove the Certification Marks from its buildings, and return the sensors to the Institute at its original condition.
Neither Party shall be liable to the other Party for any special, exemplary, incidental, consequential, or punitive damages, including loss of profits. With regard to any breaches of this Agreement by the Institute, notwithstanding anything to the contrary contained in these terns, the Institute’s aggregate liability under these terms and condition for damages (monetary or otherwise) under any circumstances for claims or any type or character, will be limited to the lesser of (i) the amount of actual damages incurred by Client or (ii) the fees paid by the Client to the Institute for the one-year period immediately prior to said breach under the applicable statement of work. Any action against the Institute arising out of this transaction shall be commenced within one (1) year from the date such cause of action has accrued, otherwise the same shall be barred.
When accepted by Client, this writing constitutes the entire agreement between the parties, and all prior negotiations and representations of the parties are merged herein.
Any contract resulting from Client’s acceptance of this offer of sale shall be deemed to have been executed and delivered in the Institute’s accepting office, and shall be construed under, and in accordance with, the laws of the State of the Institute’s accepting offices.
Ensure you are taking the right steps to provide quality indoor air. Give people the confidence to return indoors.