Terms and Conditions
There is one (1) class of membership (“Membership”) in WFI representing benefits as specified in the Membership Benefit. Members shall be corporations or entities that agree to abide by the obligations set forth in this Agreement including, without limitation, the requirements set forth on on Code Of Ethics hereto.
2. MEMBERSHIP RIGHTS AND OBLIGATIONS
2.1 Generally. Member agrees to pay the Annual Corporate Membership Dues established for its Membership Class, if any, as set forth in Membership Benefit hereto, as may be amended from time to time. Member agrees to abide by other terms relating to the payment of fees, as further specified in Section 2.4 herein.
2.2 Compliance with Policies. Member agrees to abide by, and shall have all applicable rights and obligations as set forth in the Code Of Ethics hereto, and any and all additional policies and procedures adopted by WFI, as may be amended from time to time.
2.3 Compliance with Intellectual Property rules. It is agreed that during the period of membership, all intellectual property resulting from WFI’s delivery of their benefits or Member’s use of WFI’s program material and business information shall remain proprietary property of WFI. These intellectual properties shall include educational materials, program works, computer software, hardware products, technical secrets, and know-how. WFI has the exclusive right to use or transfer these intellectual properties.
2.4 Suspension / Costs and Expenses.
2.4.1 In the event that a member does not pay all the annual dues within three (3) months of their due date, all rights and benefits of membership in WFI shall be suspended. Such membership rights and privileges shall be restored to the member upon full payment thereof. Delinquency in payment of annual dues or other charges will not affect a member’s standing in WFI.
2.4.2 Costs and Expenses. Each Member shall bear all of its own costs and expenses related to membership in the WFI including, but not limited to, compensation payable to Member’s employees and consultants that participate in WFI on behalf of Members, and all travel and other expenses associated with Member’s participation in WFI meetings, conferences, and education programs. Member understands and agrees that Member has no rights of reimbursement from WFI.
2.5 Use of Name. Members agree not to abuse WFI name or certification.
3. WFI’S OBLIGATIONS
3.1 Delivery of benefits. WFI shall deliver, hold, perform or provide benefits, programs, conferences, areas, exams, access and certifications to the members or members’ products as they are entitled to as set forth in Membership Benefit.
3.2 Guiding principles.
3.2.1 Act in the best interests of all Members as a whole and exercise the skill and expertise to be reasonably expected; and
3.2.2 Use reasonable commercial efforts to carry out its obligations diligently and in a reasonable, proper and cost-effective manner having regard to the interests of all Members in securing professional skills and quality assurance, and the continued education requirements to demonstrate current and continued expertise in the future years.
4. TERM, TERMINATION AND RESPONSIBILITY
4.1 Term. The term of this Agreement shall begin on the Effective Date and, except as provided below, shall continue indefinitely and be automatically renewed annually subject to the rights of termination set forth in Section 4.2.
4.2.1 Members’ right to terminate. Member may terminate its membership by giving written notice to WFI sixty (60) days in advance. Upon termination of Member’s membership, this Membership Agreement shall terminate. Members shall not be entitled to any refund thereof upon their termination.
4.2.2 WFI’s right to terminate. WFI may terminate any members’ membership without notice upon their breach of WFI’s Policies, Rules or other laws of Ontario. Members shall not be entitled to any refund thereof upon their termination.
4.2.3 Implied termination. Members’ membership shall be deemed to have terminated should (a) the membership has been suspended as set forth in Section 2.4.1 for another  months or (b) WFI receive no reply from Members after giving notice demanding payment.
4.3 Survival. In the event of termination under Section 4.2, the following shall survive and remain in effect: Sections 2.3, 2.5, 4.4 and 5. In addition, Member shall be obligated to pay all costs, expenses and dues that accrued prior to the effective date of termination.
4.4.1 Members are responsible for damages or any liabilities as a result of their abuse of use of WFI’s name, trademark and certifications; In addition, defaulting members shall pay a penalty to WFI
4.4.2 In the event that Members are found to breach the obligations set forth in this Agreement, Members are responsible for damages or any liabilities incurred by WFI as a result of Members’ breach.
5.1 No Other Licenses. By executing this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of WFI or another Member.
5.2 No Employment Relationship. Nothing in this Agreement is intended to give rise to an employer-employee relationship.
5.3 Governing Law. This Agreement shall be construed and controlled by the laws of Ontario without reference to conflict of laws principles.