This EDGE Expert License and Participation Agreement (this “Agreement”) is entered into by the individual named above (“You”) and the International Finance Corporation (“IFC”), a member of the World Bank Group with headquarters located at 2121 Pennsylvania Avenue NW, Washington, DC 20433, and constitutes a binding agreement between You, on the one hand, and IFC, on the other hand, related to the EDGE Experts program (the “Program”).
By accepting this Agreement, You represent and agree that You are eligible to become an accredited EDGE Expert because You (1) have completed the EDGE Expert training; (2) have passed the EDGE Expert exam; and (3) possess either a higher education qualification in a construction-industry-related field, or three years' experience in a construction-industry-related field and a higher education qualification of any kind.
You also agree for your name, profession, company affiliation (if any) and email address to be published on EDGE Experts Around the World. If you choose to include the URL of your LinkedIn Profile as part of this agreement, then you are also consenting to your photo appearing with a link to your LinkedIn profile.
In consideration of the foregoing qualifications, this Agreement sets forth your obligations as an EDGE Expert and provides You a license to promote your services using certain trademarks owned by IFC related to the Program.
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1. License to Marks
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a.
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Conditioned upon your compliance with the terms and conditions of this Agreement, IFC hereby grants to You a revocable, limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to display the “EDGE Expert” word mark and EDGE logo identified in Section 1b below (collectively, the “Marks”) solely to identify yourself as someone who has completed the EDGE Expert training and has passed the EDGE Exam.
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b.
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The foregoing license applies solely to the “EDGE Expert” word mark and the following EDGE logo:
EDGE Expert™
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c.
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The Marks are and shall remain the exclusive property of IFC and your display of the Marks, and any goodwill associated therewith, shall inure solely to the benefit of IFC.
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d.
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The license granted by IFC to You hereunder is effective only during the term of this Agreement, and shall terminate upon termination of this Agreement by any party and for any reason. Upon termination of this Agreement, You agree to immediately cease using the Marks.
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e.
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You shall not use or register any trademark or other name or mark that is likely to cause deception or confusion, or which is graphically or phonetically similar to any of the Marks or that is a translation thereof.
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f.
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Your display of any Mark shall: (i) clearly identify IFC as the owner of the Mark, (ii) comply at all times with IFC’s EDGE Brand Assets relating to the Marks, as published by IFC and as may be updated from time to time, and any other standards, guidelines or instructions associated with the use of the Marks as provided by IFC in writing to You, and (iii) otherwise comply with any local notice or marking requirement under the laws of the jurisdiction(s) in which you display the Marks. You may not modify or alter any Mark. For more information, refer to IFC's EDGE Brand Assets.
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g.
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At no time may You use the Marks to imply the endorsement of your services by IFC. You acknowledge that IFC has established prestige and goodwill in the Program and the Marks, which are recognized in the minds of the public throughout the world. It is of great importance, and in the mutual interest of You, IFC and your clients, that all advice, recommendations and interactions associated with your role as an EDGE Expert embody the highest standards and reputation connected with IFC and its EDGE green building certification system, and that You remain in excellent standing professionally as long as You bear the EDGE Expert accreditation.
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h.
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Therefore, You agree that if You use the Marks in any manner that, in IFC’s sole discretion, disparages, tarnishes or dilutes the distinctive quality of the Marks or the reputation and goodwill embodied in the Marks, or which reflects adversely on the Marks, any of the IFC Indemnitees, the EDGE green building certification system, and/or the Program, or is otherwise unacceptable to IFC, then IFC will have the right, at its sole option and exercisable at any time, to terminate the license granted to You in the Marks and to terminate this Agreement by written notice to You. Upon IFC's request at any time and for any reason, You shall promptly make any changes requested by IFC to the manner in which You use the Marks.
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i.
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IFC shall have the right to modify, replace or withdraw any of the Marks that, in IFC’s sole judgment, are infringing or have the potential to infringe the intellectual property rights of a third party.
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j.
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All rights not expressly granted herein are reserved by IFC, and no license is granted hereunder (i) for the use of the Marks except as expressly granted in this Agreement, or (ii) to any other intellectual property of IFC, including any other IFC marks such as the IFC logo or World Bank Group logo. You acknowledge that the Marks and the goodwill associated therewith possess special, unique and extraordinary characteristics, which make difficult the assessment of monetary damages that IFC would sustain as a result of your unauthorized use of the Marks. You recognize that IFC would suffer irreparable injury by such unauthorized use and agree that IFC shall have the right to seek injunctive and other interim, provisional or equitable relief in the event of a breach by You of any of the terms of the license herein conferred on You. Such remedy shall not be exclusive of any other remedies available to IFC, nor shall it be deemed an election of remedies by IFC.
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2. Other Obligations
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a.
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You agree to comply with all Program policies or guidelines governing your participation in the Program and this Agreement (including without limitation, the Brand Assets policy) as may be issued and/or amended by IFC from time to time (the “Program Policies”).
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b.
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Except as otherwise provided herein, IFC may change or modify any of the Program Policies at any time in its sole discretion. Your ongoing use of the Marks constitutes your irrevocable acceptance of all such changes and modifications, which are hereby incorporated herein by reference and legally binding on You. In the event of any modification in accordance with this Section to which You do not assent, your sole remedy shall be the right to terminate the Agreement in accordance with Section 3.
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3. Term and Termination
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a.
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Provided that You are eligible to participate in the Program, the initial term of this Agreement shall commence as of the date You accept this Agreement online and shall continue for one (1) year thereafter (the “Initial Term”). Your eligibility to participate is subject to IFC’s confirmation. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms unless (i) terminated by either Party in accordance with Section 3(b), or (ii) IFC decides (in its sole discretion) to condition the continued validity of this Agreement on your re-accreditation in the Program, in which case IFC will provide at least six (6) months’ notice to You thereof.
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b.
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The Agreement may be terminated as follows:
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i.
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You may terminate this Agreement at any time upon ten (10) days’ prior written notice to IFC at the following email address: edge@ifc.org.
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ii.
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IFC may terminate this Agreement immediately upon written notice to You if You breach your obligations under this Agreement, or pursuant to Section 1(h). Such breach of obligations shall include, without limitation, your misuse of the Marks or infringement upon the intellectual property of IFC such as the EDGE software.
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iii.
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Without limiting the foregoing, IFC may terminate this Agreement for any other reason, in its sole discretion, upon thirty (30) days’ written notice to you.
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c.
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Upon termination of this Agreement for any reason, you will no longer be an EDGE Expert, all of your rights to use the Marks pursuant to the license granted in this Agreement will terminate immediately and You must immediately discontinue all use and display of the Marks and destroy all materials bearing the Marks. If this Agreement terminates for any reason, You must re-apply in order to participate in the Program.
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4. Representation and Warranties
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a.
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You hereby represent and warrant that (i) You have the full power and authority and the legal right to enter into this Agreement and to grant the rights and perform the obligations set forth herein; (ii) your execution, delivery and performance of this Agreement will not violate or breach any obligation You have to any third party; (iii) your execution, delivery and performance of this Agreement will not violate any applicable law or regulation; (iv) You (A) completed the EDGE Expert training, (B) passed the EDGE Exam, (C) have a higher education qualification in a construction industry-related field, or three years’ experience in a construction industry-related field and a higher education qualification of any kind, and (D) are a member in good standing of the Program; and (v) You have not previously been removed or otherwise terminated from the Program.
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b.
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IFC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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5. Indemnification
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You agree to indemnify, defend and hold harmless IFC and each of its respective officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries and independent contractors from and against all third-party claims, actions, suits, losses, costs, liabilities, judgments, damages and expenses, including reasonable attorneys’ fees, court costs, litigation expenses and related expenses (individually a “Claim” and collectively “Claims”) arising out of or relating to (i) your breach of this Agreement, (ii) your business and other activities, operations, actions and omissions; or (iii) your relationships with third parties. The foregoing indemnification obligation shall not apply to the extent any such Claim was substantially caused by the gross negligence or willful misconduct of IFC. To the extent You are required to indemnify any of the IFC Indemnitees, You shall not enter into any settlement or admit to any fault on the part of IFC without obtaining IFC’s prior written consent. Without limitation of the foregoing, any or all of the IFC Indemnitees may elect to participate in any cause of action with counsel of their choosing at their own expense.
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6. Limitation of Liability
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TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT IN THE CASE OF THE GROSS NEGLIGENCE AND/OR INTENTIONAL MISCONDUCT OF ANY OF THE IFC INDEMNITEES, IN NO EVENT SHALL ANY OF THE IFC INDEMNITEES BE LIABLE TO YOU, YOUR AGENT OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, TAX CREDITS, ECONOMIC BENEFITS, DATA, LOSS OF GOODWILL OR PERSONAL OR OTHER PROPERTY DAMAGE REGARDING THIS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL IFC’S AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER TO YOU OR ANY THIRD PARTY (INCLUDING ANY OF YOUR CUSTOMERS OR CLIENTS), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES IN CONTRACT, TORT OR OTHERWISE, EXCEED [ONE-HUNDRED U.S. DOLLARS (U.S. $100)]. IN NO EVENT SHALL IFC HAVE ANY LIABILITY FOR ANY THIRD PARTY LOSSES, CLAIMS OR DAMAGES ARISING IN WHOLE OR IN PART FROM YOUR ACTS OR OMISSIONS.
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7. Notices
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a.
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Notices to You. IFC expects to be in regular email communication with You regarding your participation in the Program. All notices and other communications required by or permitted to be given to You by IFC under this Agreement shall be in writing and shall be deemed to have been duly given if sent by email to the address You provide above, or to such updated email address as You provide to IFC in accordance with this Section 7. You acknowledge and agree that email notification in accordance with the foregoing is sufficient for all legal and other notifications to You under this Agreement.
Such notices shall be effective when sent by IFC. You agree to provide IFC with up-to-date contact information for as long as you participate in the Program by emailing IFC at the following email address: edge@ifc.org.
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b.
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Notices to IFC. All notices and other communications required by or permitted to be given to IFC by You under this Agreement shall be in writing and delivered to IFC by either (i) prepaid priority delivery service with delivery confirmation received or (ii) certified or registered mail, return receipt requested, upon verification of receipt. Notices may also be sent to IFC by email at edge@ifc.org, but shall only be effective if confirmed by hard copy delivered to IFC pursuant to the foregoing subsection (i) or (ii). Notice shall be sent to IFC at the following address: IFC, Climate Business Department, Mail Stop F 7K-711, 2121 Pennsylvania Avenue NW, Washington, DC 20433.
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8. Governing Law
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This Agreement, and all of the rights and duties of You and the IFC Indemnitees arising out of or related to the Program, shall be governed by the laws of the District of Colombia, United States of America, without regard to its conflicts of law rules. Nothing in this Agreement shall be construed as a waiver, renunciation or modification of any immunities, privileges or exemptions of IFC accorded under its Articles of Agreement, international convention or any applicable law.
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9. Remedies
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Except as otherwise expressly provided in this Agreement, all remedies shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
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10. Relationship of the Parties
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The relationship between the parties to this Agreement is not intended to, and does not, create any association, partnership, joint venture, employment or agency relationship between the parties. You agree that You will not hold Yourself out as, an agent, affiliate, legal representative, joint-venturer, partner, employee or servant of any IFC Indemnitee for any purpose whatsoever.
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11. IFC, Third Parties and Assignment of Rights
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Nothing in this Agreement shall be deemed to confer any benefit or rights on or to any person or entity other than You and IFC; provided however, that the IFC Indemnitees shall be intended third-party beneficiaries to this Agreement. IFC reserves the right to assign and/or delegate any of its rights and/or obligations in its sole discretion, including, and without limitation, the right to subcontract the performance of any services associated with the Program. You may not assign and/or delegate any of the rights and/or obligations under this Agreement. Any unauthorized assignment or delegation shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and legal representatives.
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12. Entire Agreement
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This Agreement (including the Brand Assets policy, which is hereby incorporated herein and made a part hereof) constitutes a fully integrated agreement that supersedes any and all prior agreements, whether written, oral, electronic or otherwise, between You and IFC concerning the subject matter hereof, including the Program and the Marks. In the event of any conflict between the terms and conditions of this Agreement and the Brand Assets policy, the terms and conditions of this Agreement shall prevail. The Terms of Use for the EDGE website is not superseded by this Agreement.
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13. Modification and Waiver
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Without limiting IFC’s modification rights under Section 2, this Agreement may only be modified in writing and all such written modifications must be signed by You and IFC. No other individual or entity has the authority to modify this Agreement on IFC’s behalf. No action or inaction by IFC will be construed as a waiver of this or any other provision of this Agreement. To be enforceable, any waiver of this Agreement must be in writing and signed by You and IFC, and shall be limited to the specific terms of the waiver.
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14. Interpretation
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The invalidity, illegality or unenforceability of any part of this Agreement shall not impair or affect the validity, legality or enforceability of the rest of this Agreement, which shall remain in full force and effect. Any provision found to be invalid, illegal or unenforceable shall be construed so that it becomes legal and enforceable while effecting the original intent of the parties as closely as possible. The headings used in this document are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. Any rule that ambiguities are construed or interpreted against the drafter of a document, or against the party for whose benefit the document is made, shall not apply.
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UPON YOUR ACCEPTANCE, IFC WILL EMAIL YOU A CONFIRMATION NOTICE CONTAINING AN ELECTRONIC RECORD OF THIS EDGE EXPERT LICENSE AND PARTICIPATION AGREEMENT. PLEASE CLOSE THE WINDOW TO EXIT THIS SCREEN WITHOUT ACCEPTING THESE TERMS.
YOU ALSO UNDERSTAND THAT IF YOU HAVE PROVIDED YOUR LINKEDIN PROFILE, THAT YOU ARE CONSENTING TO YOUR PHOTO APPEARING ON EDGE EXPERTS AROUND THE WORLD WITH A LINK TO YOUR LINKEDIN PROFILE.
