Terms and Conditions for ICD Board Membership

By subscribing to a Board Membership with the Institute of Corporate Directors (ICD), you agree on behalf of your Company to comply with and be bound by the following Terms and Conditions. Please read them carefully.

1. Acceptance of Terms By accessing and using ICD Board Membership services, you accept and agree to be bound by these Terms and Conditions.

2. Membership Fees Your ICD Board Membership is subject to an annual membership fee payment. Details of the fee and payment terms are provided during the registration process.

Fee Calculation: ICD Board Membership fees are calculated using a matrix of factors including Company Type and Gross Revenue. There is a base fee for the first fifteen (15) members and an additional charge for each member beyond 15.

Payment Term: Payment is due in full at registration or upon renewal.

Payment Method: The ICD accepts payment via Credit Card (VISA, Mastercard or AMEX) PayPal and EFT.

Renewal: ICD will send a notice of renewal 45 days prior to your ICD Board Membership expiry. During this time, you are advised to make any changes to your roster (list of persons under your ICD Board Membership).

Cancellation & Refund: You can cancel your ICD Board Membership at any time during your membership period. You will be able to access ICD services until your membership expiry date. ICD Board Membership fees are non-refundable.

Late Payments: If payment is not received 15 days after your expiry date, member access will be suspended until payment is received.

3. Access and Usage

1. User Limits: There is no limit on the number of members you can add to your roster however, additional fees apply for members beyond the initial 15 members as outlined in Section 2.

2. Account Management: The Board Administrator is responsible for adding and removing members to the account. The Board Administrator can also edit user profiles on behalf of members on the roster. A Board Administrator must log into their account to make changes to member account(s), including additions, removals, and edits.

3. Adding and Removing Board members during the membership period: The Board Administrator can remove and replace members on the roster at any time during the membership period. If the number of members on the roster increases beyond 15, the additional charge will be reflected on a separate invoice.

4. Usage Restrictions: Each member will have a separate login to activate their profile and make updates to their account, ensuring security and privacy.

4. Profile Activation and Member Conduct

Upon being added to the roster, each member will receive a welcome email with instructions to activate their ICD account and attest to the following ICD policies before accessing member services:

o ICD Member Code of Conduct

o Privacy Policy

o CASL Compliance

5. Compliance Requirements

o Members must activate their profile and complete all required attestations within 30 days of receiving their welcome email.

o Failure to complete profile activation and required attestations may result in limited access to ICD services.

o The Board Administrator will be notified of any members who have not completed profile activation and attestations.

6. Ongoing Obligations

o Members are responsible for adhering to all attested policies throughout their membership.

o Any violations of ICD policies may result in suspension or termination of member access.

7. Profile Updates

o Members are encouraged to update their profiles if there are changes to their professional status or contact information.

o Annual review and confirmation of profile information is required at membership renewal.

o The Company acknowledges that individual member access to ICD services is contingent upon completion of these requirements. The Board Administrator will receive regular updates on the status of member profile completion and policy attestations.

8. Service Support

You can contact membership@icd.ca, Monday to Friday, 9 a.m. – 5 p.m. EST. for support as needed.

9. Data Privacy and Security

At the ICD, we are committed to protecting the personal information of our members and others who engage with ICD. We support a general policy of openness about how we collect, use, disclose and protect the personal information of our members. You can find our Privacy Policy here.

10. Intellectual Property

All intellectual property rights, including copyrights, trademarks, and other proprietary rights in materials, content, and resources ("ICD Content") are owned by or licensed to ICD. Members are granted a limited, non-exclusive, non-transferable license to access and can use ICD Content solely for their personal and professional development during the term of their membership. Members may not copy, modify, distribute, sell, or lease any part of ICD Content without explicit written permission from ICD.

11. Liability and Disclaimers

ICD's liability under these Terms and Conditions shall be limited to the amount paid by the Company for their current membership period. ICD shall not be liable for any indirect, incidental, special, consequential, or punitive damages. ICD provides its services on an "as is" and "as available" basis. While we strive to maintain high standards, we make no warranties, express or implied, regarding the availability, accuracy, reliability, or completeness of our services.

12. Termination

ICD may terminate or suspend access to services immediately upon written notice for breach of these Terms and Conditions. You may terminate your membership as outlined in Section 2 under "Cancellation." Upon termination: - Access to ICD services will cease immediately or at membership expiry, depending on termination cause. Company data will be retained according to our Privacy Policy. No refunds will be issued for any unused portion of membership

13. Governing Law

Governing Law: The Terms and Conditions outlined herein are governed by the laws of Canada.

14. Amendments

These Terms and Conditions for ICD Board Membership may be updated from time to time. Any changes will be shared with Board Administrators via email.

15. Miscellaneous

Entire Agreement: The Terms and Conditions herein constitute the entire agreement between the parties.

Severability: If any part of these Terms and Conditions is found to be invalid, the rest remains in effect.