Terms of Use

Thank you for visiting this website. These Terms of Use along with the Privacy Policy incorporated herein govern your use of this website and the content, features, information and services made available on and through wellcertified.com, including the WELL digital platform at https://wellonline.wellcertified.com/, placesmatter.com, and the Build WELL mobile application (collectively, the “Site”). Please read these Terms of Use carefully before using the Site or any services offered on the Site. The Terms of Use, when agreed to by you, will form a binding Agreement between you and the International WELL Building Institute PBC and its subsidiaries (collectively "IWBI", "we," "us," "our," and other similar pronouns).

1. Acceptance of Terms of Use. Your use of the Site indicates your acceptance of these Terms of Use. If you do not accept these Terms of Use, do not use the Site. From time to time these Terms of Use may be revised by updating this document and posting it on the Site. Please review these Terms of Use from time to time. Your continued use of the Site will constitute your agreement to the most current version of these Terms of Use. If at any time you do not agree to these Terms of Use, do not use the Site.

2. Contact. Questions concerning the use of the Site and its services should be directed to info@wellcertified.com or via any of the methods contained on https://www.wellcertified.com/contact.

3. Intellectual Property Rights. All text, graphics, designs, tools, resources, courses and programming on the Site (“Content”) is the sole property of IWBI or their respective owners and is protected by copyright law, trademark law and international treaties. IWBI authorizes you to view and download a single copy of the Content on the Site solely for your personal, noncommercial use, or for purposes of assisting you in your pursuit of WELL Certification and/or WELL Portfolio Score, to help you learn more about and promote the movement to improve health and well-being in organizations, communities and the built environment or for purposes of encouraging others to pursue WELL Certification, a WELL Portfolio Score or other designations in the WELL program. You may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for purposes of developing services or offerings that compete with IWBI’s services or offerings or for other commercial purpose, except as specifically provided herein. The foregoing limitations include, but are not limited to, copying or adapting the HTML code used to generate Web pages on the Site, as well as any graphics. Moreover, the authorization to use resources on the Site does not permit you to display or otherwise use the Content in any way that misrepresents, disparages or defames IWBI, or any of its related businesses, employees, officers, partners, and existing and prospective customers, suppliers, investors and other associated third parties, or creates a misleading or false association or relationship between You and IWBI, or gives the impression that you have any rights over the Content (including the right to brand or sell) beyond those specifically granted herein, or that you have any ability to influence or control the Content or the process for WELL Certification. IWBI may revoke the authorization to use its Content as granted in these Terms of Use at any time in its reasonable discretion. To the extent IWBI provides Content to You on a confidential basis via the Site, You are obligated to maintain the confidentiality of and to not disclose any such confidential Content to any other person. The "look" and "feel" of the Site (including color combinations, layout, design and all other graphical elements) are also protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks, including by way of example and not limitation, INTERNATIONAL WELL BUILDING INSTITUTE, IWBI, IWBI MEMBER, WELL BUILDING STANDARD, WELL V2, WELL COMMUNITY STANDARD, WELL CERTIFIED, WELL AP, WELL PORTFOLIO, WELL PORTFOLIO SCORE, THE WELL CONFERENCE, WELL and others, and their related logos ("Marks") are trademarks or certification marks of International WELL Building Institute pbc in the United States and other countries. You may not use the Marks for any purpose whatsoever other than as permitted by these Terms of Use, the IWBI Branding Guidelines available on the Site, and/or as may be approved by IWBI in writing in advance. Nothing contained in these Terms of Use is intended to confer upon or assign to you any right, claim, title or interest in or to any IWBI’s intellectual property and proprietary rights. All requests to use any name, trademark or logo of IWBI or its affiliates shall be directed to marketing@wellcertified.com.

4. References to the WELL Building Standard and Related Resources:
   We encourage you to explore our resources and refer to them in your own work or project to assist you in your pursuit of WELL Certification, to improve your WELL Portfolio Score and/or to join IWBI in the global movement to transform our buildings, organizations and communities in ways that help people thrive. You may use these materials as a resource or to incorporate in your written materials so long as you properly attribute the source in accordance with these Terms of Use. All authorized uses of the IWBI’s proprietary materials for the purposes listed in Section 3 above require a proper citation, and for your convenience, we have listed citation formats for common resources below. Note that when citing a WELL feature, the feature number/code and name should be included as indicated in several of the examples below. Because the WELL Building Standard is updated on a quarterly basis, it is best practice to include the publication date (indicated for example by “Q2 2019” in the list below) of the version you are referencing.

• International WELL Building Institute pbc. The WELL Building Standard version 2 pilot (WELL v2), Q3 2019. https://v2.wellcertified.com/v/en/overview
• International WELL Building Institute pbc. The WELL Building Standard version 2 pilot (WELL v2), Q3 2019. Insert Feature Number: Name Here. Insert weblink to the WELL v2 pilot feature here.
• International WELL Building Institute pbc. The WELL Community Standard pilot, Q3 2019. https://v2.wellcertified.com/community/en/overview
• International WELL Building Institute pbc. The WELL Community Standard pilot, Q3 2019. Insert Feature Code: Name Here. Insert weblink to the WELL Community Standard feature here.
• International WELL Building Institute pbc. The WELL Building Standard version 1 (WELL v1), Q3 2019. https://www.wellcertified.com/en/explore-standard
• International WELL Building Institute pbc. The WELL Building Standard version 1 (WELL v1), Q3 2019. Insert Feature Number: Name Here. Insert weblink to the WELL v1 feature here.
• International WELL Building Institute pbc. The WELL Certification Guidebook, Q3 2019. https://resources.wellcertified.com/tools/well-certification-guidebook/
• International WELL Building Institute pbc. The WELL Performance Verification Guidebook, Q3 2019.
• https://resources.wellcertified.com/tools/performance-verification-guidebook/
• International WELL Building Institute pbc. The WELL Certification Guidebook for the WELL Community Standard Pilot, Q3 2019. https://resources.wellcertified.com/tools/well-certification-guidebook-well-communities/
• International WELL Building Institute pbc. The WELL Performance Verification Guidebook for the WELL Community Standard Pilot, Q3 2019. https://resources.wellcertified.com/tools/performance-verification-guidebook-well-community-standard/

5. Acceptable Use of the Site. IWBI provides website visitors with Content on the Site for informational, educational and other purposes. The Site may be used within the context of the products, services and information contained on the Site. The information displayed on the Site may not be used for any purpose except in connection with your personal, direct use of the Site as permitted by these Terms of Use, and may not be excerpted, summarized, duplicated or otherwise removed from the Site. In addition, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law. As a condition of use of the Site, you promise not to use the Site or related services in any manner prohibited by applicable law and regulations. By way of example and not as a limitation, you shall not and shall not permit any third party to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Site services, including without limitation any user submission, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
• you know is false, misleading, untruthful or inaccurate;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious or obscene;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
• involves commercial activities (whether or not for profit) and/or sales without IWBI’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• contains software viruses or any other malware, computer codes, files, worms, or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of IWBI or any third party;
• impersonates any person or entity, including any employee or representative of IWBI;
• includes anyone's identification documents or sensitive financial information; or
• violates IWBI’s posted privacy, website or other policies.

You shall not (directly or indirectly):

• interfere with the proper operation of the Site including, but not limited to, by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Site, through the use of bots, trojan horses, viruses, DNS attacks, or other technology which is designed or intended to interfere with the proper operation of the Site or the use of the website by any Users.
• alter or modify the Content or remove our copyright notice or other legends.
• use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; or
• harvest or scrape any Content from the Site; or
• attempt to interfere with service to any users of the Site, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing".

6. Monitoring of Information. IWBI does not assume any obligation to review the accuracy, completeness, truthfulness or content of any information submitted to the Site. You are responsible for verifying the accuracy of information posted through your independent investigation. While under no obligation to do so, IWBI may in its discretion review information submitted to the Site for any purpose whatsoever and it reserves the right, in its sole discretion, to reject any information submitted to the Site for any reason whatsoever. IWBI reserves the right to suspend your use of the Site for any reason at any time, in its sole discretion.

7. Rights to Information and User Submissions. You may provide information to us via the Site, including when you participate in public comment periods, when you submit feedback or other content via placesmatter.com as a Task Force member or otherwise, when you submit proposed “beta features” to IWBI and when you otherwise submit information and content via the Site (collectively, “user submissions”). We may use information and content submitted by You in a number of ways to further develop and improve upon our products and services and to otherwise provide our services as further described in our Privacy Policy. You hereby grant to IWBI a non-exclusive, nonterminable, perpetual, worldwide, fully paid, royalty-free, sublicensable, transferable and unlimited right and license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, and publicly perform, the user submissions in connection with the Site, the services and IWBI’s (and its successors’ and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the services in any media formats and through any media channels (including, without limitation, third party website and feeds), without notice, compensation or attribution to you, subject to any other written agreement you may have entered into with IWBI. You also hereby do and shall grant each user of the Site and/or the services, a non-exclusive license to access your user submissions through the Site and the service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display and publicly perform such user submissions in connection with their use of the Site and services. For clarity, the foregoing license grant to IWBI does not affect your other ownership or license rights in your user submission(s), including the right to grant additional licenses to the material in your user submission(s), unless otherwise agreed in writing with IWBI. You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights. If you believe your works have been infringed by any user submissions or other material on the Site, please consult our DMCA Policy for procedures on how to notify us of such suspected infringement.

8. Passwords and Log-in information. To help protect the security of the Site and your information, including any portfolio or project related information you may submit via the WELL digital platform, you should follow security best practices such as protecting your user name and password. You are responsible for maintaining the confidentiality of your information and password, and you are responsible for all uses of your account and registration, whether or not authorized by you. Do not share your password or user name with any other person. In the event you become aware of misuse or unauthorized use of your user name or password, it is your obligation to notify IWBI. IWBI shall have no responsibility for lost or misused usernames or passwords or for unauthorized access to them.

9. WELLTM Education Portal. If you purchase a course via our education portal, you may access and display such course(s) on the WELLTM education portal only for your personal, individual use. You may not display or grant access to the WELLTM education portal or to any course made available on the WELLTM education portal to any other person or share any password or any other access related information for the WELLTM education portal or any course with any other person. You may not charge any fee to anyone for access to or display of any course you purchase on the WELLTM education portal.
   Certificates of Completion. In order for you to obtain a certificate of completion for a course offered on the WELLTM education portal, you must individually access and complete the course online, and take and pass an online quiz provided at the end of the course with a score of at least eighty percent (80%). You may take the quiz multiple times to obtain a passing score. An electronic copy of the certificate of completion will be provided to you.
   Continuing Education. You agree that IWBI may report hours to continuing education (“CE”) systems regarding courses on the WELLTM education portal and any and all registrations for such courses. For the purposes of this reporting, IWBI may share your registration, attendance record, completion status and other information regarding a course with the education partner(s) who created the course. By adding credential information in your user account on the Site, you consent to IWBI sharing your course completion status and related information with third parties for CE reporting. IWBI may submit courses on the WELLTM education portal for continuing education recognition provided by or otherwise related to Green Business Certification Inc. (“GBCI”). Please note that not all courses available on the WELLTM education portal are registered with GBCI, and not all courses are eligible for CE credit. Please refer to the individual course page for CE registration information. Course Reviews and Feedback. If you choose to post comments or reviews about the courses on the WELLTM education portal, such comments and reviews shall be considered user submissions licensed to IWBI pursuant to Section 7 of these Terms of Use. In addition, while you have no obligation to do so, in the event you choose to provide IWBI with certain suggestions or feedback on ways we may modify, edit or otherwise improve any of the courses made available on the WELLTM education portal or any of the Content available on the Site (“Feedback”), you hereby assign all such associated intellectual property embodied in or by such Feedback to IWBI. Further, IWBI may freely use, reproduce, modify, distribute and publically display such Feedback or any portion thereof, or create derivative works based upon or using all or any portion of the Feedback without any further obligation, compensation or attribution to you. Fees. The price of each course is provided on the course description on the WELLTM education portal. All payments for courses that you make on the WELLTM education portal are final and non-refundable. Please note that IWBI uses a third-party payment processor to link your credit card to your purchase on the WELLTM education portal, and the processing of your payments will be subject to the terms, conditions and privacy policies of the payment card processor and your credit card issuer, as applicable, in addition to these Terms of Use.

10. WELL Coaching and Support. Coaching and other support services and related resources and tools are available to you via the Site or other communications after you register a project or enroll a portfolio on the WELL digital platform. Based on information You may provide to us, we may provide you suggestions and feedback regarding application of certain WELL Building Standard features to your projects or portfolio. As a reminder, the final review of your project or portfolio documentation and performance verification will be conducted by Green Business Certification Inc., IWBI’s third party certifier, and achievement of WELL Certification or any level of WELL Certification or any WELL Portfolio Score or other award or designation cannot be guaranteed. Tools IWBI may make available to you via the Site are intended to assist you in your pursuit of WELL Certification or a WELL Portfolio Score and are not in any way a guarantee of achievement of any designation, score, or award at any level. You acknowledge and agree that the tools or resources available on the Site and any discussions you may have with IWBI representatives in connection with WELL coaching services do not constitute advice, a promise, a representation or a warranty regarding the likelihood of achieving certification of one or more projects under WELL Certification program or of achieving any WELL Portfolio Score for your portfolio or one or more points, features, parts, credits, preconditions or other similar elements of the WELL Building Standard, and neither IWBI nor any of its representatives shall have any liability resulting from the use or content of such tools, resources, statements or information or from any action taken or any inaction occurring in reliance on such tools, resources, statements or information.

11. Termination of Access to Site. Users who violate these Terms of Use may be denied access to the Site at the sole discretion of IWBI.

12. Disclaimer of Warranties, Indemnification and Limitations of Liability. Your agreement to the following disclaimers and limitations are a material inducement to IWBI to permit you to access the Site. Your use of the Site, and the obligations and liabilities of IWBI in respect of your use of the Site, is expressly limited as follows:

• Conduct of Users. IWBI assumes no responsibility for the activities or conduct of Users.

• Third Party Information or Site. The Site displays the content, services, products or hyperlinks of other companies or persons. Notwithstanding the presentation of any third-party information on the Site, no such presentation shall be considered an endorsement, representation or warranty, either express or implied, by IWBI on behalf of or any third party. In addition, IWBI does not endorse, warrant or otherwise guarantee the substance of any information posted by Users or third parties on the Site. IWBI shall have no liability or responsibility whatsoever for the content, subject matter or substance of any information accessed or obtained from third party websites accessed from the Site. We encourage you to review the applicable terms of use and privacy policy of such third-party website.

• Accuracy of Information. IWBI makes no representations or warranties regarding the truthfulness, accuracy, completeness, timeliness or reliability of any information submitted by users of the Site, or of any other form of communication engaged in or information exchanged by users of the Site. Information on the Site may contain inaccuracies or typographical errors. You acknowledge that any reliance on information submitted by users or on any other form of communication with users will be at your own risk.

• DISCLAIMER OF WARRANTIES. THE SITE AND CONTENT MADE AVALABLE ON THE SITE ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND. IWBI DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER AS TO THE SITE OR CONTENT MADE AVAILABLE ON THE SITE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, LOSS OF DATA, FITNESS FOR PARTICULAR PURPOSE, AVAILAIBLITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY.

• IWBI’S ACTIVITIES, THE WELL BUILDING STANDARD AND WELL COMMUNITY STANDARD (AND VERSIONS THEREOF), AND ALL VERSIONS THEREOF AND PROGRAMS RELATED THERETO, ARE NOT INTENDED IN ANY WAY TO GUARANTEE, CERTIFY, WARRANT OR IMPLY THAT YOUR PROJECT OR PORTFOLIO (OR ANY INDIVIDUAL BUILDING(S) OR SPACE(S) COMPRISING YOUR PROJECT OR PORTFOLIO) IS STRUCTURALLY SOUND OR SAFE, CONSTRUCTED IN ACCORDANCE WITH APPLICABLE LAWS, REGULATIONS OR CODES, FREE OF MOLD OR MILDEW, OR FREE OF BACTERIA, VIRUSES, PATHOGENS, VOLATILE ORGANIC COMPOUNDS, ALLERGENS, OR TOXINS. FURTHER, IWBI’S ACTIVITIES, THE WELL BUILDING STANDARD AND WELL COMMUNITY STANDARD (AND VERSIONS THEREOF AND PROGRAMS RELATED THERETO) ARE INTENDED TO EDUCATE AND ASSIST PROJECT AND PORTFOLIO OWNERS IN THEIR EFFORTS TO CREATE HEALTHIER INDOOR SPACES, AND NOTHING ON THE SITE OR CONTENT MADE AVAILABLE ON THE SITE SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. IWBI’S ACTIVITIES, THE WELL BUILDING STANDARD AND WELL COMMUNITY STANDARD (AND VERSIONS THEREOF AND PROGRAMS RELATED THERETO) DO NOT CONSTITUTE THE PRACTICE OF MEDICINE OR THE PROVISION OF ANY PROFESSIONAL HEALTHCARE SERVICES, DIAGNOSIS OR TREATMENT. IWBI’S ACTIVITIES, THE WELL BUILDING STANDARD AND WELL COMMUNITY STANDARD (AND VERSIONS THEREOF AND PROGRAMS RELATED THERETO) DO NOT IN ANY WAY GUARANTEE, CERTIFY, WARRANT OR IMPLY THAT SUCH PROJECT OR POTFOLIO WILL MAKE OCCUPANTS HEALTHY OR HEALTHIER, OR PROVIDE ANY BENEFIT TO OCCUPANTS WHATSOEVER. IWBI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE VALIDITY OR STRENGTH OF ANY OF THE MARKS, OR ANY OTHER INTELLECTUAL PROPERTY THAT IWBI OWNS OR USES. IWBI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT IT WILL CONTINUE THE PARTICULAR PROGRAMS REFERENCED ON THE SITE AND MAY DISCONTINUE ANY SUCH PROGRAM OR SUBSET THEREOF AT ANY TIME.

• LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IWBI OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES OF ANY KIND DUE TO YOUR USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, (INCLUDING LOST PROFITS, LOSS OF GOODWILL, PERSONAL OR PROPERTY DAMAGE) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IWBI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY DAMAGES, LOSSES OR CLAIMS OF ANY KIND RELATING TO ANY INFORMATION THAT YOU PROVIDE TO US OR OTHERS THROUGH THE SITE.

• Indemnification. You agree to indemnify, defend and hold harmless IWBI and its affiliates and its and their employees, officers, directors and investors harmless from and against any and all liability, claims, causes of actions, damages, costs and expenses, including but not limited to, attorneys’ fees and costs of suit, arising out of your breach of these Terms of Use.

13. General. These Terms of Use are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms of Use shall lie exclusively with the state and federal courts within the State of New York. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. The failure of IWBI to enforce any term or condition of these Terms of Use shall not be deemed a waiver thereof and shall not prevent its later enforcement.

Last Updated: April 6, 2020