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THE PROGRAM
You will become a Transparency Certified™ company by meeting the required minimum score to be deemed organizationally transparent.
CERTIFICATION. If achieved, a grant of Certification conveys to you a limited, non-sublicensable, non-transferable, revocable right and license permitting you for one year to: (i) display the Program badge; (ii) access and use Program IP (defined below) that may be made available to you from time to time. All rights not expressly granted herein are reserved by Transparency Global.
RECERTIFICATION. To maintain Your Certification, you must successfully complete a Recertification Assessment. If you fail to achieve Recertification, this Agreement shall automatically terminate.
DISCRETION. Whether to grant or deny Certification or Recertification is in Transparency Globals’s sole discretion, based on Transparency Global’s Certification process.
INTELLECTUAL PROPERTY. Transparency exclusively owns the Program, Program trademarks, Aggregated Program Information, and all Program materials (including but not limited to research, videos, images, software, social media content, or other collateral made accessible to you, whether or not customized for you, as well as all intellectual property rights related thereto (collectively, the “Program IP”). You agree to use the Program IP only in accordance with any usage instructions or policies published or communicated by Transparency Global from time to time. Your unauthorized use of the Program IP is an infringement and a material breach of this Agreement.
TERMINATION. The Agreement shall terminate upon 30 calendar days written notice from one party to the other.
Upon termination of the Agreement, any licenses granted to you shall also automatically terminate, and you must discontinue or destroy all materials that use or reference the Program IP.
DISCLAIMER OF WARRANTIES. Transparency Global expressly disclaims, to the greatest extent allowed by law, any and all warranties and representations in connection with the Program, whether written, oral, express, implied or statutory, including any warranties of accuracy, completeness, title, non-infringement, merchantability, or fitness for a particular purpose. Transparency Global disclaims any and all liability arising from your use of the Program and the Standards for any purpose other than the pursuit of Certification.Transparency Global makes no promise that the Program will continue for any definite period of time.
LIMITATION OF LIABILITY. Except as otherwise required by law, in no event shall the Transparency Global be liable to you or any third party for any direct, special, indirect, incidental, punitive, or consequential damages, including damages or costs due to loss of profits, economic benefits, data, loss of goodwill, or other damage regarding this Agreement or resulting from or in connection with performing this Agreement, 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. Your sole remedy under this Agreement is limited to the Program fees paid by You.
RELATIONSHIP OF THE PARTIES. This Agreement is not intended to, and does not, create any partnership, joint venture, employment, or agency relationship between the parties.
THIRD PARTIES; ASSIGNMENT. Nothing in this Agreement shall be deemed to confer any benefit or rights on or to any person or entity other than you and Transparency Global. Transparency Global reserves the right to assign and/or delegate any of its rights and/or obligations under this Agreement in its sole discretion. You may not assign and/or delegate any of the rights and/or obligations under this Agreement absent Transparency Global’s express consent. Any unauthorized assignment or delegation is null and void.
ENTIRE AGREEMENT; ORDER OF PRECEDENCE. This Agreement and any other instructions or policies published on Transparency Global’s Program website (collectively, the “Ancillary Documents”), constitute an integrated-agreement that supersedes any prior agreements between you and Transparency Global about the Program. If any conflict occurs, these terms shall take precedence over the Ancillary Documents.
SEVERABILITY AND INTERPRETATION. The invalidity of any part of this Agreement shall not impair or affect the validity or enforceability of the rest of this Agreement, which shall remain in full force and effect. The headings used in this document are for ease of reference only and shall not be construed to limit or alter the meaning of any provision. Any rule that ambiguities are construed against the drafter shall not apply.
This Agreement shall be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws’ provisions.