Institute of Women Directors of India Private Limited

Terms and Conditions for Membership

IMPORTANT. PLEASE READ CAREFULLY THE TERMS AND CONDITION BEFORE ACCESSING ANY

MATERIAL, INFORMATION OR SERVICES PROVIDED BY THE WEBSITE.

By accessing, the IWDI website, you agree to be bound by these terms and conditions and our privacy policy.
Welcome to the Institute of Women Directors of India (IWDI). The Institute of Women Directors
believes that corporations with a diverse population and (more) women on boards will outperform their
competitors in bringing higher shareholder value. IWDI provides the Site as a means to provide
information to the public about itself and issues relevant to Institute of Women Directors, and as a
means to provide information and services to its members. These terms of use (these “Terms”) are a
legal agreement between you and IWDI that govern your use of the Site and the content on the Site. By
using this Site and the features contained on this Site, you agree to these Terms. This is true whether
you are viewing the Site as a guest, or as a IWDI member. If you do not agree to these Terms, you may
not use the Site.

“IWDI” refers specifically to Institute of Women Directors and registered under the Companies Act, 2013
in India and doing business as the Institute of Women Directors. IWDI reserves the right, at any time, to
modify or update these Terms without prior notice, and you agree to be bound by such modifications or
updates when you use the Site after the modifications are posted. You should check these terms
periodically to determine if any changes have occurred. The “Last Updated” date at the bottom of these
Terms will let you know when these Terms were last updated. If you do not agree with any modified
Terms, you may not continue to use the Site after the modifications are posted.
The information contained and accessed on the Site is provided by IWDI for general guidance and is
intended to offer general information of interest. In making this Site available, no client, advisory,
fiduciary or other professional relationship is implicated or established. Neither this Site nor any content
on or accessed through this Site shall be considered a substitute for the independent investigations and
sound technical and business judgment of the user of this site and the user should consult with a
professional advisor familiar with its particular factual situation for advice or services concerning specific
matters.

By using the Site, and thereby agreeing to these Terms, you represent and warrant that (a) all registration
and other information you submit, if any, is truthful and accurate; (b) you will maintain the accuracy of any
information you provide; (c) you will not submit any personal information if you are under 18 years of age;
(d) your use of the Site does not violate any applicable law or regulation, and (e) you will use this site in a
professional and responsible manner, and not for any unethical or improper purpose.


SPECIFIC TERMS AND CONDITIONS FOR MEMBERSHIP OF IWDI


1. The membership is open to women who hold directorship in any company, whether in India
or abroad, having valid Director’s Identification Number (DIN) issued by the Ministry of
Corporate Affairs, Government of India, New Delhi or any other equivalent Identification
number as required in a country and recognised by the government in that particular
country where the aspirant member holds directorship in any company. The member,
once admitted will hold the title of “Associate Member” of IWDI and will be allotted a
unique membership no. which number should be quoted in all correspondence with the
Company by the member concerned.

2. Membership is also open to a woman who does not hold any valid DIN at the time of
seeking membership but aspires to become a director of any company and a member. Such
a member once admitted will hold the title of “Aspirant Member” of IWDI and will be
allotted a unique membership no. which number should be quoted in all correspondence
with the Company by the member concerned.

3. An Aspirant Member cannot claim an automatic right to become an Associate Member
once proved eligible.

4. Membership, whether as Associate or Aspirant will be granted by Board of Directors of IWDI
(“the Board”) or such other governing body or Committee that the Board may establish for
the purpose and which can also constitute a single member of the Board or otherwise.

5. Membership as an Associate Member or Aspirant Member will be granted by the Governing
Body or Committee at their own discretion and on receipt by such Governing Body or
Committee of a duly filled and signed application form alongwith requisite annexures and
prescribed fees from the aspiring member or by his or her authorised representative.

6. The Governing body or Committee may reject any application without citing any reasons and
any appeal against the rejection may be made to the Board of Directors of IWDI within a month
of receipt of the rejection by an applicant and the decision of the Board with or without
assigning any reasons for rejection in this regard will be final.

7. The application for membership will be entertained along with the online/physical
application form on payment of the following:

• One time Registration fee of Rs. 200/- and

• An annual membership fee of Rs.1000/-

both payable in advance at the time of registration.
The annual membership will commence on the day when the application amount is
credited to the bank along with the registration fee as mentioned above.

8. The registration and membership fee for an Aspirant Member will be similar to the one
which is applicable to an Associate Member.


9. If for any reason the member, whether Associate or Aspirant wishes to disclaim being a
member, the amount of registration fee and the annual membership fee for the year of
discontinuance will not be refunded to the member or his or her legal claimant and IWDI
reserves the right to forfeit the same in toto without assigning any reasons.

10. In an eventuality, where the Board of Directors comes to a conclusion that continuance of
the member in IWDI is not in the interest of the Company and not desirable, the
membership will be terminated arbitrarily by the Board of Directors without conveying any
reasons for such termination to the concerned member.

11. The member once admitted is entitled for a periodical newsletter as and when published
which will provide the latest happenings concerning matters of interest to directors in the
corporate world.

12. The Company would conduct periodical seminars/webinars for which the member will be
entitled for a concession in the attendance fee.

13. The membership is not transferable.

AGREEMENT WITH IWDI

Once you are a registered member of IWDI you will be bound by the following covenants:
Copyright
You acknowledge that the content included on this site, including but not limited to, text, graphics,
logos, button icons, images, audio clips, software, and the selection and arrangements thereof, is and
shall remain the sole and exclusive property of IWDI or its content suppliers. All such content is
protected by Indian copyright laws. You may use the content on the Site to learn about IWDI and
communication with IDWI and it members. If you are a member, you may also use the Site to
communicate with other members, take advantage of membership benefits, and participate in good
faith in IDWI’s initiatives. Any other use of the Site or its content, including but not limited to the
reproduction, modification, distribution, republication or display of the content on this Site is strictly
prohibited and an infringement of copyright or proprietary rights in the information, as well as a
violation of these Terms. The outcome or effect of any exchange of correspondence amongst members
will not IWDI unless IWDI is a material party to them

Trade Marks and Logos
The IWDI trademarks and logos, and all related product and service names, design marks and slogans
are trademarks, service marks or registered trademarks of IWDI or its licensors and may not be used in
any commercial manner without the prior written consent of IWDI. All other products and service marks
contained on the site are the trademarks of their respective owners. Reference to any products,
services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise
does not constitute or imply the endorsement, sponsorship or recommendation by IWDI. To the extent
third party trademarks, services, or products are referenced on the Site, such references are for
informational purposes only and are not endorsements or recommendations by IWDI or its
management or members.

Privacy
IWDI respects the privacy of your personal information—please read our Privacy Policy which will be
available in the Site in due course. By using the Site, and thereby agreeing to these Terms, you will be
agreeing to our Privacy Policy.

Your Account
IWDI may, at any time, terminate your service, refuse your membership, and remove or edit your
content in its sole discretion. You are responsible for maintaining the confidentiality of your account and
password and for restricting access to your computer. You are also responsible for ensuring the
information you provide to IWDI is true and accurate. You may not share your account credentials or
password with any third party in your interest. To do so would be a violation of your membership
agreement with IWDI (if you are a member), and a violation of these Terms.

Postings
By submitting content or information of any type to the site, you automatically grant IWDI a royalty-
free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish,
translate, create derivative works from, distribute, transmit, perform and display such content or
information (in whole or in part) worldwide and/or to incorporate into other works in any form, media
or technology now known or later developed for the full term of any rights that may exist in such
content or information. IWDI may sublicense all or part of its rights under this license or assign them to
third parties.

Confidentiality
You also acknowledge that such submissions are non-confidential for all purposes. You agree that you
will not post or transmit any of the following materials: (1) anything that interferes with or disrupts the
Site or the operation thereof; (2) statements or material that defames, harasses, abuses, stalks,
threatens or in any way infringes on the rights of others; (3) unauthorized copyrighted materials or any
other material that infringes on the intellectual property rights, trade secrets, privacy rights or other
rights of IWDI or any third party; (4) statements or material that violates other contractual or fiduciary
rights, duties or agreements; (5) statements or material that encourages criminal conduct or that would
give rise to civil liability or otherwise violates any law or regulation in any jurisdiction; (6) statements or
material that contains vulgar, obscene, profane or otherwise objectionable language or images that
typically would not be considered socially or professionally responsible or appropriate in person; (7)
statements or material that impersonates any other person or entity, whether actual or fictitious,
including employees, members or representatives of IWDI; (8) anything that violates the privacy or
publicity rights of any other person; (9) statements or material that are off-topic, irrelevant, or
inappropriate; (10) statements or material that constitute junk mail, spam or unauthorized advertising
or promotional materials; and/or (11) files that contain malicious code, viruses, corrupted files or any
other similar software or programs that may damage the operation of another's computer, network, or
this Site.

Warranty
You represent and warrant that: (i) you own the content posted by you on or through the site or
otherwise have the right to grant the license set forth in this section, and (ii) the posting of your content
on or through the site does not violate the privacy rights, publicity rights, copyrights, contract rights or
any other rights of any person. IWDI may delete any posted content for any reason, including content
that, in IWDI's sole judgment, is offensive, illegal or violates the rights or threatens the safety of any
person. IWDI has the right, but does not assume the responsibility, for monitoring the site for
inappropriate content. You are solely responsible for the content that you post on or through the site.

Disclaimer
THE INFORMATION, CONTENT, PRODUCTS, SERVICES, AND MATERIALS CONTAINED IN OR PROVIDED OR
AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IWDI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, AND
MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM ERROR, INTERRUPTION,
COMPUTER VIRUS, OR OTHER HARMFUL COMPONENTS AND IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, IWDI DOES NOT REPRESENT OR
WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT.
IWDI HAS THE RIGHT TO MAKE CHANGES AND UPDATES TO ANY INFORMATION AVAILABLE THROUGH
THE SITE AT ANY TIME WITH OR WITHOUT PRIOR NOTICE.

This Site may provide links or references to other websites. However, IWDI has no control over
or responsibility for content on third party sites and transactions that occur therein. If provided,
these links to other sites are merely given as a convenience to users, and IWDI shall not be
liable for any damages or injury arising from content on such third party websites or
transactions occurring therein. The terms and conditions and privacy policies governing this site
may differ significantly from the policies of third party websites. There are risks in using any
information, software, or products found on the Internet or in otherwise entering transactions
through the Internet. Accordingly, IWDI cautions you to make certain you understand these
risks and any applicable policies of third party websites before retrieving, using, relying upon, or
purchasing anything, or before otherwise transacting, via the Internet.

Limitation of Liability
IN NO EVENT SHALL IWDI BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF IWDI HAVE
BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER
CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH
THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, CONTENT, PRODUCTS,
AND MATERIALS AVAILABLE FROM THIS SITE OR THE INTERNET GENERALLY. TO THE EXTENT YOU ARE
DIRECTLY OR INDIRECTLY DAMAGED IN ANY WAY BY THE USE OF THIS SITE IN ANY WAY, AND THE
FOREGOING LIMITATION OF LIABILITY IS DETERMINED TO BE UNENFORCEABLE OR INAPPLICABLE, YOU
AGREE THAT IWDI’S TOTAL CUMULATIVE LIABILITY TO YOU SHALL BE NIL FOR ANY DAMAGES ARISING
FROM YOUR USE OF ANY PUBLICLY AVAILABLE PORTION OF THE SITE AND NIL FOR ANY DAMAGES
ARISING FROM YOUR USE OF ANY MEMBERS-ONLY PORTION OF THE SITE.

Because some jurisdictions do not allow the limitation or exclusion of liability for incidental or
consequential damages, some of the above limitations may not apply to you. In such jurisdictions,
IWDI's liability is limited to the greatest extent permitted by law.

Indemnification
You agree to indemnify, defend and hold IWDI and its officers, directors, owners, members, managers,
principals, agents, contractors and employees harmless from each and every claim or demand, including
reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, your
violation of these terms and conditions or your infringement of any intellectual property or other right
of any person or entity.

Trademarks, Copyrights, DMCA, and Notice for Claims of Infringement
If you are a copyright owner or agent thereof and believe that content posted on the Site infringes upon
your copyright, please submit notice, pursuant to any applicable Indian Law to IWDI with the following
information: (a) an electronic or physical signature of the person authorized to act on behalf of the
owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c)
the URL of the location on our website containing the material that you claim is infringing; (d) your
address, telephone number, and email address; (e) a statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement
by you, made under penalty of perjury, that the above information in your notice is accurate and that
you are the copyright owner or authorized to act on the copyright owner's behalf. IWDI can be reached
by email at www. iwdin.com or by mail at the above address:
If you are a trademark holder and believe that content posted on the Site infringes upon your trademark
rights, please contact us by email at www. iwdin.com or by mail at the above address.

Complaints
If you believe that any content posted on the Site is inappropriate or violates any law, right or yours,
obligation of IWDI, or any regulation, please contact IWDI at the above address, or by email at www.
iwdin.com.
IWDI will evaluate each complaint received and perform a reasonable investigation. Where IWDI
determines it is appropriate, IWDI may remove or modify the content that is the subject of the
complaint. IWDI may, but is not required to, also contact you regarding the complaint and its
determination. You acknowledge, however, that certain Site content is provided by third parties and
that IWDI is not responsible for such content. IWDI does not review or edit such content before it is
posted. IWDI will, however, review any content that is the subject of a good faith complaint.
International Use Recognizing the global nature of the Internet, IWDI makes no representation that content or materials
on this site are appropriate or available for use in locations outside India, and accessing such content or
materials from or distributing such content or materials to territories where their contents are illegal is
strictly prohibited. Specifically, you agree to comply with all applicable laws regarding the transmission
of technical data exported from India or the country in which you reside. Those who choose to access
this site from other locations do so at their own initiative and are responsible for compliance with local
laws.

Governing Law
You agree that this agreement and your use of this site are governed exclusively by the laws of India,
without regard to its conflict of laws provision. Use of this site is unauthorized in any jurisdiction that
does not give full effect to all provisions of this agreement, including without limitation this paragraph
and the warranty disclaimers and liability exclusions above. Use of this site is also unauthorized in any
jurisdiction where all or any portion of this site may violate any legal requirements and you agree not to
access this site in any such jurisdiction. You are responsible for compliance with applicable laws. IWDI
makes no representation that materials on this site are appropriate or available for use in any particular
jurisdiction. Any use in contravention of this provision or any provision of this agreement is at your own
risk.

Dispute Resolution
Any dispute, controversy or claim arising out of or in connection with this agreement that has not been
resolved by the informal negotiations will be finally resolved by arbitration exclusively (i) administered
by the International Center for Dispute Resolution (the “ICDR”) and (ii) under the Commercial
Arbitration Rules of the ICDR, (the “ICDR Rules”). Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1),
unless the parties to a particular dispute subsequently agree in writing that a three arbitrators shall be
appointed to resolve such particular dispute. All arbitrators shall be appointed exclusively in accordance
with the ICDR Rules and this agreement. The place of arbitration shall be Chennai, India. The arbitration
proceedings shall be conducted in English. Any award of the arbitral tribunal shall be final and binding
on the parties to the arbitration and judgment thereon may be entered in any court of competent
jurisdiction, and application may be made to any court of competent jurisdiction for injunctive or other
relief in aid of such arbitration and for judicial recognition of the award and an order of enforcement.
You and IWDI hereby waive any right to appeal from any award to the extent allowed by applicable law
and agree that UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the
“New York Convention”) is applicable to the enforcement of any award. You and IWDI further waive, to
the extent permitted under applicable law, any right that they may have under any law applicable to this
agreement or any party hereto to object to arbitration hereunder on the basis that such an agreement
was not entered into after a dispute had arisen. The parties further agree that arbitration under this
section will be the exclusive method for resolving the disputes covered hereby, and no party to this
agreement shall commence any action or proceeding in any court with respect to any such dispute
except (i) to enforce this section; (ii) to obtain provisional judicial assistance in aid of arbitration under
this Section; (iii) to obtain injunctive relief (either permanent or temporary) in aid of any of the
provisions of this agreement; or (iv) to enforce an arbitral award made in accordance with this section.
Except as may be required by law, neither a party nor any arbitrator may disclose the existence, content,
or results of any arbitration hereunder without the prior written consent of all parties. Nothing in this
section, or the remainder of this agreement, however, shall prevent IWDI from seeking immediate
injunctive relief from a court of competent jurisdiction in the event IWDI determines that its intellectual
property or confidential information is being placed at risk by your acts or omissions or any person for
whom you are responsible or any third party.

Severability and Integration
If any part of this agreement is invalid or unenforceable under applicable law, the invalid or
unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of the agreement shall govern such use.
To the extent this remedy is not available and a provision of this Terms of Use is held to be illegal, invalid
or unenforceable under present or future law effective during the term hereof, such provision shall be
fully severable and this Terms of Use shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision
or by its severance here from. Unless otherwise specified herein, these Terms of Use constitute the
entire agreement between you and IWDI with respect to this site and supersedes all prior or
contemporaneous communications and proposals (whether oral, written, or electronic) between you
and IWDI with respect to this site.

General
You agree that no joint venture, partnership, employment or agency relationship exists between you
and IWDI as a result of this agreement or your use of this site. IWDI’s performance of this agreement is
subject to existing laws and legal process and nothing contained in this agreement is in derogation of
IWDI's right to comply with law enforcement requests or requirements relating to your use of this site
or information provided to or gathered by IWDI with respect to such use. To the extent that you have
entered into a membership agreement with IWDI, these Terms of Use will be interpreted together with
that membership agreement to the extent possible provided that, in the event that any terms or
provisions in these Terms of Use are inconsistent with those in any such membership agreement, the
legally enforceable term or provision that grants the greatest protection to IWDI will prevail.

Happy Membership!