PORTICO SYSTEM TERMS AND CONDITIONS
FOR MANUFACTURERS

Last modified: January 1, 2017

These Portico System Terms and Conditions (this "Agreement") constitute a legally binding contract between Healthy Building Network ("HBN," "we," "us," "our") and you ("you"), and describe the terms and conditions pursuant to which HBN will provide you access to the Portico System. It is important that you carefully read and understand the terms and conditions of this Agreement. BY ACCESSING OR USING THE PORTICO SYSTEM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PORTICO SYSTEM. Since you are accessing or using the Portico System on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, you may not access or use the Portico System. Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

1. DEFINITIONS.

1.1 "Applicable Law" means any federal, state and local laws, codes, legislative acts, regulations, ordinances, rules, rules of court and orders, as applicable.

1.2 "Employer" means your employer on whose behalf you are accessing the Portico System.

1.3 "Intellectual Property Rights" means any and all (i) United States or foreign patent rights or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii)inventions disclosures, trade secrets, and proprietary information; (iii) copyrights, copyright registrations and applications therefore in the United States or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights anywhere in the world.

1.4 "Licensee Data" means all data entered into the Portico System by or on behalf of you.

1.5 "Parties" means HBN and you, collectively. Separately, HBN or you may be referred to as a "Party".

1.6 "Portico System" means the Portico web application that supports healthy building material selection workflow for real estate projects of all scales and includes certain access to HBN’s Pharos Project database, along with any associated documentation made available to you by HBN.

2. PORTICO SYSTEM.

2.1 License Grant.

2.1.1 Subject to the terms and conditions of this Agreement, HBN hereby grants to you a limited, nonexclusive, royalty-free, worldwide right and license to use the Portico System solely for the purpose of inputting and/or uploading Licensee Data. You acknowledge that HBN retains title to the Portico System and all modifications thereto, and no title or ownership of the Portico System, or any copyrights, patents, or trademarks, embodied or used in connection therewith, will transfer to you, except for the rights expressly granted herein.

2.1.2 You hereby grant to HBN a limited, nonexclusive, royalty-free, worldwide right and license to use, copy, display and share the Licensee Data with other users of the Portico System.

2.2 Restrictions and Limitations.

2.2.1 Except as permitted hereunder, you shall not yourself, or through any parent, subsidiary, affiliate, agent or other third party under your or Employer’s control:

(a) Sublicense, lease, sell or resell access to the Portico System;
(b) Decompile, disassemble or reverse engineer the Portico System, in whole or in part;
(c) Use the Portico System to provide services to third parties, or otherwise use the Portico System on a 'service bureau' basis;
(d) Download in bulk the contents of HBN’s Pharos Project database; or
(e) Share Portico System access information with unauthorized users.

2.2.2 HBN reserves the right at any time to modify or discontinue, temporarily or permanently the Portico System, your use of the Portico System, or any portion thereof, with or without notice, as required to remain in compliance with any HBN contract or Applicable Law.

2.2.3 HBN shall not use the Licensee Data except as expressly permitted by the licenses granted herein.

2.3 Registration. To use the Portico System you must be provided an appropriate access code by Employer. You may not share your access code with any third party.

3. Portico Usage Data and Feedback.

HBN shall have the right to collect and use internally and commercially exploit (on an anonymized basis) all data regarding your use of the Portico System. If you elect to provide HBN with any feedback (including suggestions, comments, improvements, ideas, etc.), about the Portico System ("Feedback"), you acknowledge that HBN will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.

4. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that you have the full power and authority to enter Licensee Data into the Portico System and grant HBN the rights granted herein to such Licensee Data without violating any Intellectual Property Right of any third party and without violating any contract.

5. INDEMNIFICATION AND LIABILITY.

5.1 Indemnification. You agree to indemnify and hold HBN and its affiliates, officers, agents, representatives, employees, and partners harmless from any claim or demand, including associated damages, costs and reasonable attorneys' fees, made by any third party due to or arising out of your use of the Portico System, your violation of this Agreement, or your violation of any rights of another person or entity.

5.2 LIMITATION OF LIABILITY. HBN PROVIDES THE PORTICO SYSTEM TO YOU "AS IS," AND HBN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PORTICO SYSTEM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU AGREE THAT HBN SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY ACCESS, USE, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE PORTICO SYSTEM OR ANY PORTION THEREOF.

6. TERMINATION

This Agreement will remain effective until terminated in accordance with its terms. HBN may immediately terminate this Agreement, and/or your access to and use of the Portico System, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. HBN may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Portico System shall immediately cease and you shall cease all use of the Portico System.

7. MISCELLANEOUS.

7.1 Applicable Law, Jurisdiction and Venue. Any dispute arising out of this Agreement shall be governed by laws of the District of Columbia and controlling U.S. federal law, without regard to conflict of law provisions thereof. Both Parties hereby consent and submit to the exclusive jurisdiction and venue in the courts located in the District of Columbia for any legal proceedings related to the Portico System or this Agreement. If any Party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the Portico System or this Agreement, the prevailing party will have and recover against the other Party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees. Except to the extent prohibited by Applicable Law, the Parties agree that any claim or cause of action arising out of or related to use of the Portico System or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

7.2 Survival. Upon termination of this Agreement, Sections 2.1.2 (License Grant), 3 (Portico Usage Data and Feedback), 5 (Indemnification and Liability), 7.1 (Applicable Law, Jurisdiction and Venue), and 7.2 (Survival) will survive termination of this Agreement.

7.3 Assignment. You may not assign, delegate or otherwise transfer its obligations under this Agreement without the prior written consent of HBN. HBN has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement.

7.4 Notices. Except as explicitly stated otherwise, legal notices shall be served on HBN at legal@healthybuilding.net (in the case of HBN) or to the e-mail address you have designated on your account (in your case). Notice to you shall be deemed given 24 hours after the e-mail is sent.

7.5 Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. Except as otherwise provided hereunder, failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No exercise or enforcement by either Party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce.

7.6 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

7.7 Integration. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be changed, waived, or modified except by a written instrument signed by HBN.

PORTICO SYSTEM TERMS AND CONDITIONS
FOR PROJECT TEAMS

Last modified: January 1, 2017

These Portico System Terms and Conditions (this "Agreement") constitute a legally binding contract between Healthy Building Network ("HBN," "we," "us," "our") and you ("you"), and describe the terms and conditions pursuant to which HBN will provide you access to the Portico System. It is important that you carefully read and understand the terms and conditions of this Agreement. BY ACCESSING OR USING THE PORTICO SYSTEM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PORTICO SYSTEM. Since you are accessing or using the Portico System on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, you may not access or use the Portico System. Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

1. DEFINITIONS.

1.1 "Applicable Law" means any federal, state and local laws, codes, legislative acts, regulations, ordinances, rules, rules of court and orders, as applicable.

1.2 "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks are required or authorized by Applicable Law to be closed in Washington, DC.

1.3 "Employer" means your employer on whose behalf you are accessing the Portico System.

1.4 "Intellectual Property Rights" means any and all (i) United States or foreign patent rights or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions disclosures, trade secrets, and proprietary information; (iii) copyrights, copyright registrations and applications therefore in the United States or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights anywhere in the world.

1.5 "Licensee Data" means all data entered into the Portico System by or on behalf of you, including, without limitation, the Manufacturer Data.

1.6 "Manufacturer Data" means all Licensee Data provided by a third party related to manufacturers and building materials.

1.7 "Parties" means HBN and you, collectively. Separately, HBN or you may be referred to as a "Party".

1.8 "Portico Data" means all data available via the Portico System.

1.9 "Portico System" means the Portico web application that supports healthy building material selection workflow for real estate projects of all scales and includes certain access to HBN's Pharos Project database, along with any associated documentation made available to you by HBN.

1.10 "Projects" means all real estate projects and buildings owned by Employer or any of its Affiliates.

1.11 "Project Data" means all data entered into the Portico System by or on behalf of you that is specifically related to the Projects (e.g., Project names, Project locations, Project square footage, Project architects and Project budgets). For purposes of clarity, the Project Data does not include Manufacturer Data.

2. PORTICO SYSTEM.

2.1 License Grant.

2.1.1 Subject to the terms and conditions of this Agreement, HBN hereby grants to you a limited, nonexclusive, royalty-free, worldwide right and license to (a) access and use the Portico System for Employer's internal business purposes in connection with the Projects, subject to the restrictions and limitations set forth in this Section 2, and (b) access, use and copy the Portico Data in connection with the Projects. You may include the Portico Data directly related to the Projects in external reports directly related to the Projects. You acknowledge that HBN retains title to the Portico System and all modifications thereto, and no title or ownership of the Portico System, or any copyrights, patents, or trademarks, embodied or used in connection therewith, will transfer to you, except for the rights expressly granted herein.

2.1.2 You hereby grant to HBN a limited, nonexclusive, royalty-free, worldwide right and license to use, copy, display and share the Licensee Data with other users of the Portico System, provided, however, (a) that HBN may not make the Project Data available to other users of the Portico System, and (b) that HBN may not make any Manufacturer Data available to other users of the Portico System unless such Manufacturer Data has been designated by you or Employer as "shareable" via the Portico System.

2.1 Restrictions and Limitations.

2.2.1 Except as permitted hereunder, you shall not yourself, or through any parent, subsidiary, affiliate, agent or other third party under your or Employer's control:

(a) Sublicense, lease, sell or resell access to the Portico System;
(b) Decompile, disassemble or reverse engineer the Portico System, in whole or in part; (c) Use the Portico System to provide services to third parties, or otherwise use the Portico System on a ‘service bureau' basis; (d) Download in bulk the Portico Data, or download any Portico Data not relating to the Projects; (e) Distribute the Portico Data; or (f) Share Portico System access information with unauthorized users.

2.2.2 HBN reserves the right at any time to create and enforce controlling mechanisms such as a rate limiting structure for use of the Portico System. HBN reserves the right at any time to modify or discontinue, temporarily or permanently the Portico System, your use of the Portico System, or any portion thereof, with or without notice, as required to remain in compliance with any HBN contract or Applicable Law. You may not charge any party any consideration for access to or use of the Portico System.

2.2.3 You shall not use the Portico Data (excluding the Licensee Data) except as expressly permitted by the licenses granted herein. HBN shall not use the Licensee Data except as expressly permitted by the licenses granted herein.

2.3 Registration. To use the Portico System you must be provided an appropriate access code by Employer. You may not share your access code with any third party.

2.4 Changes to Services and Agreement. HBN and its third-party providers may make improvements and/or changes in the data and functionality provided by the Portico System ("Services") at any time without notice. To the extent HBN's rights are affected by third-party rights, HBN has the right to modify or remove Portico Data.

3. PORTICO USAGE DATA AND FEEDBACK.

HBN shall have the right to collect and use internally and commercially exploit (on an anonymized basis) all data regarding your use of the Portico System. If you elect to provide HBN with any feedback (including suggestions, comments, improvements, ideas, etc.), about the Portico System or the Services ("Feedback"), you acknowledge that HBN will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.

4. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that you have the full power and authority to enter Licensee Data into the Portico System and grant HBN the rights granted herein to such Licensee Data without violating any Intellectual Property Right of any third party and without violating any contract.

5. INDEMNIFICATION AND LIABILITY.

5.1 Indemnification. You agree to indemnify and hold HBN and its affiliates, officers, agents, representatives, employees, and partners harmless from any claim or demand, including associated damages, costs and reasonable attorneys' fees, made by any third party due to or arising out of your use of the Portico System, your violation of this Agreement, or your violation of any rights of another person or entity.

5.2 LIMITATION OF LIABILITY. HBN PROVIDES THE PORTICO SYSTEM AND SERVICES TO YOU "AS IS," AND HBN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PORTICO SYSTEM AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU AGREE THAT HBN SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY ACCESS, USE, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE PORTICO SYSTEM, SERVICES OR ANY PORTION THEREOF.

6. TERMINATION.

This Agreement will terminate automatically upon termination of the Portico Access Agreement between HBN and Employer.

7. MISCELLANEOUS.

7.1 Applicable Law, Jurisdiction and Venue. Any dispute arising out of this Agreement shall be governed by laws of the District of Columbia and controlling U.S. federal law, without regard to conflict of law provisions thereof. Both Parties hereby consent and submit to the exclusive jurisdiction and venue in the courts located in the District of Columbia for any legal proceedings related to the Portico System or this Agreement. If any Party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the Portico System or this Agreement, the prevailing party will have and recover against the other Party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees. Except to the extent prohibited by Applicable Law, the Parties agree that any claim or cause of action arising out of or related to use of the Portico System or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

7.2 Survival. Upon termination of this Agreement, Sections 2.1.2 (License Grant), 3 (Portico Usage Data and Feedback), 5 (Indemnification and Liability), 7.1 (Applicable Law, Jurisdiction and Venue), and 7.2 (Survival) will survive termination of this Agreement.

7.3 Assignment. You may not assign, delegate or otherwise transfer its obligations under this Agreement without the prior written consent of HBN. HBN has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement.

7.4 Notices. Except as explicitly stated otherwise, legal notices shall be served on HBN at legal@healthybuilding.net (in the case of HBN) or to the e-mail address you have designated on your account (in your case). Notice to you shall be deemed given 24 hours after the e-mail is sent.

7.5 Waiver. Any waiver of the provisions of this Agreement or of a Party's rights or remedies under this Agreement must be in writing to be effective. Except as otherwise provided hereunder, failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party's right to take subsequent action. No exercise or enforcement by either Party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce.

7.6 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

7.7 Integration. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be changed, waived, or modified except by a written instrument signed by HBN.