Terms and Conditions

Effective Date: March 1, 2020

The names Women in Governance, Women in Governance USA or WiG, WiG USA are trademarks or trade names of Women in Governance (WiG) and are used on this website, in documents linked to or accessible on this website and in the Girl Scouts of the USA (GSUSA) gender parity certification process and related enablement services with the consent of Women in Governance.

Women in Governance retains all ownership rights to such trademarks and trade names. WiG and WiG USA are not connected to or affiliated with GSUSA. WiG and WiG USA have agreed to provide certain services in agreement with GSUSA.

Applicability

These terms and conditions (Terms and Conditions) govern the provision of services by Women in Governance (WiG) to the client named (the Client) in the related Parity Certification process and questionnaires (the Services), as well as the use of information disclosed by each party to the other for the purpose of the Parity Certification.

Fee and Taxes

Client will pay the fee related to the Services (Fee) in order to receive its Parity Certification level, if any. Client is responsible for all sales, use and excise taxes and any other similar taxes imposed on any amounts payable by Client hereunder.

Intellectual Property

Each party and its licensors are and shall remain the sole and exclusive owner of all right, title and interest in and to any documents, data, materials, information, methodologies, or know-how, including any intellectual property rights contained therein, provided by such party to the other during the course of the Services (Pre-Existing Materials). Neither party shall have any right or license to use the other party’s Pre-Existing Materials, except: (i) by WiG solely during the Term of this Agreement to the extent necessary to provide the Services to Client and (ii) by Client solely in accordance with any license granted by WiG related to the Services. Any work product and all intellectual property contained therein that is delivered to Client by WiG pursuant to the Services (Deliverables) is also the exclusive property of WiG, except for any Client Pre-Existing Materials or Confidential Information, each of shall at all times by treated by WiG in accordance with the Confidentiality Policy included hereunder.

Confidentiality Policy

1. Unless the context indicates otherwise, the term “Confidential Information” means all information of the Disclosing Party revealed, directly or indirectly, to the Receiving Party in connection with the Parity Certification, regardless of the form in which it appears, or under which it is communicated.

2. Each Party agrees that the Confidential Information it receives from the other Party is proprietary, the property of the disclosing Party, and shall be kept strictly confidential. The Confidential Information shall not be sold, traded, published, or otherwise disclosed by the receiving Party to anyone in any manner whatsoever, except as may be expressly provided for herein. The receiving Party shall not use the Confidential Information for any purpose, without the consent of the disclosing Party, other than to analyze and discuss the results of the Parity Certification.

3. Confidential Information does not include any information which: (a) was known to the receiving Party prior to the date of its disclosure pursuant to this Policy and to which there is no existing obligation of confidentiality; or (b) is or becomes generally available to the public other than through the act or omission of the receiving Party or its Representatives; (c) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the disclosing Party or its Representatives or otherwise prohibited from transmitting such Confidential Information to the receiving Party or the receiving Party’s Representatives by a contractual, legal or fiduciary obligation; or (d) is independently developed by the receiving Party or any of its Affiliates without the use of or reliance upon the Confidential Information.

4. The receiving Party shall be entitled to disclose the Confidential Information of the disclosing Party and provide copies of the same, without the disclosing Party’s prior written consent, to its Representatives for the purpose of analyzing and discussing the Parity Certification, and who are informed by the receiving Party of the confidential nature of such Confidential Information. The receiving Party shall be responsible for any violations of the provisions of this Policy caused by any of the receiving Party’s Representatives. In this Policy, “Representatives” means a Party’s parent companies, Affiliates, and its and their respective directors, officers, employees (permanent or contract), agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants, and financial advisors. “Affiliates” of any Party shall mean any company or legal entity which (a) controls, either directly or indirectly, such Party; or (b) which is controlled, directly or indirectly, by such Party; or (c) is directly or indirectly controlled by a company or entity which directly or indirectly controls such Party. “Control” means the right to exercise 50% or more of the voting rights in the appointment of the directors (or other managers having duties similar to those of directors) of such company.

5. In the event that a receiving Party or anyone to whom the receiving Party transmits such Confidential Information pursuant to this Policy is legally requested or required (by oral questions, interrogatories, request for information or documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of a disclosing Party, or if such disclosure is necessary in order to obtain or maintain regulatory or governmental approvals, applications, or exemptions, the receiving Party will provide the disclosing Party with notice, to the extent that such notice is legally permissible and reasonably practical, prior to disclosing such information, so that the disclosing Party may seek an appropriate protective order and/or waive compliance with this Article. If, in the absence of a protective order or the receipt of a waiver hereunder, a receiving Party is nonetheless legally compelled to disclose such information or needs to disclose such information in order to obtain or maintain regulatory or governmental approvals, it may, without liability hereunder, furnish that portion of such Confidential Information that is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

6. The Confidential Information shall remain the property of the disclosing Party, and the disclosing Party may demand the return thereof at any time, upon giving thirty (30) days prior written notice to the receiving Party. Upon receipt of such notice, the receiving Party shall return all of the Confidential Information and all copies in its possession to the disclosing Party as soon as is reasonably practical, but in no event shall the receiving Party have fewer than thirty (30) days to return such Confidential Information to the disclosing Party. In the event that the receiving Party has destroyed any copies, such receiving Party shall confirm the destruction of such copies in the letter accompanying the return of the documents and copies that were not destroyed. Notwithstanding the foregoing, (i) the receiving Party shall not be obligated to return or destroy any documents created by it that may reflect or refer to Confidential Information; (ii) the receiving Party may create and retain an abstract describing the type of Confidential Information that it receives sufficient to document the nature and scope of the Parties’ discussions pertaining to the Parity Certification; (iii) the receiving Party shall not be obligated to return or destroy any Confidential Information that the receiving Party is retaining pursuant to a document retention hold established in connection with any civil or criminal investigations or litigation, in which event the Confidential Information shall be retained by the receiving Party until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the disclosing Party or destroyed as aforesaid; and (iv) to the extent that receiving Party’s computer back-up procedures create copies of the Confidential Information, the receiving Party may retain such copies in its archival or back-up computer storage for the period the receiving Party normally archives backed-up computer records. Any such documents or abstract so created will be retained subject to this Policy until they are destroyed or erased.

7. In the event of any breach or threatened breach by a Party of the terms hereof, the other Party shall be entitled to seek injunctive and other equitable relief, and the Party shall not plead in defense thereto that there would be an adequate remedy at law. Such remedy shall be cumulative and in addition to all other remedies available. The Parties acknowledge that the Confidential Information is valuable and unique and that disclosure in breach of this Policy may result in irreparable injury to the disclosing Party.

8. Notwithstanding anything to the contrary in this Policy, neither party shall be liable for any indirect, incidental, punitive, exemplary, special, or consequential damages.

Limitation of Liability

In no event shall either party be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues or diminution in value, arising out of, or relating to, or in connection with any breach of this agreement, regardless of (a) whether such damages were foreseeable, (b) whether such party was advised of the possibility of such damages, (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and (d) the failure of any agreed or other remedy of its essential purpose. In no event shall either party’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to wig for the services related to the claim (the “liability cap”). The liability cap shall not apply to any claim for unpaid fees or damages or liability arising from grossly negligent acts or omissions or will willful misconduct of either party in performing its obligations under this agreement.

Changes to these Terms and Conditions

These Terms and conditions may vary from time to time, based on WiG’s need to update and accurately explain its data collection and disclosure practices. WiG encourages all parties to periodically check this page to see the latest Terms and conditions and privacy information.

Governing law

All parties agree that the use of these Terms and conditions and any disputes relating thereto shall be governed in all respects by the laws of the Province of Quebec. Any dispute relating to these Terms and Conditions shall be resolved solely in the state or federal courts located in Montreal, Quebec. These Terms and Conditions were last updated in March 2020. Women in Governance, WiG, La Gouvernance au Féminin and other marks used on this website are proprietary of WiG or its affiliates and may not be used without permission.