Sales Terms and Conditions

These Sales Terms and Conditions (“Terms and Conditions”) shall govern Glass Lewis’ provision to Purchaser of the “Materials and Services” listed on the applicable Glass Lewis Order Form or authorized third-party ordering document (collectively, “Order Form”) and are incorporated therein by this reference. Purchaser’s acceptance of these Terms and Conditions shall be deemed by: (i) Purchaser signing the applicable Order Form referencing these Terms and Conditions; or (ii) Purchaser’s acceptance of the Materials and Services listed on the applicable Order Form, whichever occurs first. These Terms and Conditions and the Order Form shall apply to all purchases of Materials and Services by Purchaser, whether made through Glass Lewis or an authorized third party, and supersede any and all prior or contemporaneous understandings, arrangements, or agreements. In addition, the Report Feedback Statement FAQs (“FAQs”), which are incorporated herein by this reference, shall apply to the Report Feedback Statement service (“RFS Service”). Any different or additional terms and conditions in any purchase order or other such document submitted by Purchaser are hereby expressly rejected and shall have no force or effect. Any capitalized terms used but not defined in these Terms and Conditions shall have the meaning assigned to them in the applicable Order Form.

1. Subject to these Terms and Conditions, Glass Lewis hereby grants Purchaser a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to the research reports listed in the Order Form (“Materials”) to: (a) use the Materials internally, which is defined as the ability to share them with Purchaser’s employees and board members; (b) quote de minimis portions of the Materials in an RFS, provided Glass Lewis is granted proper attribution; and (c) except where the Purchaser is, or is a representative of, an ASX-listed company in Australia, quote de minimis portions of, or summarize, the Materials, or otherwise disclose any Glass Lewis recommendation(s) in a press release; provided, however, that such use (i) does not link to, or otherwise include, a full copy, or any substantial portion, of the Materials; (ii) does not otherwise supplant or impede Glass Lewis’ ability to sell the Materials to its prospective clients; and (iii) is reviewed and approved in writing by Glass Lewis prior to publication in Glass Lewis’ sole discretion. Additionally, whether through its use of the Materials or otherwise, the Purchaser shall not disparage Glass Lewis nor state or suggest a relationship between the Purchaser and Glass Lewis other than as expressly set forth in these Terms and Conditions. Any other use of the Materials or other intellectual property of Glass Lewis, including, without limitation, its name, service marks, and trademarks, that is not expressly authorized in writing by Glass Lewis is strictly prohibited; this includes, but is not limited to, using the Materials in connection with any generative, large language model, or other artificial intelligence system or platform, whether proprietary to Purchaser, operated by a third party, or generally available. All right, title and interest in the Materials and any intellectual property rights related thereto are and shall continue to be the exclusive property of Glass Lewis and its suppliers. Purchaser acknowledges that under no circumstance shall the foregoing license include the provision of any associated professional or consulting services to Purchaser, its employees, or its board members.
2. If expressly stated in an Order Form, and subject to the other provisions of these Terms and Conditions, the Term (as specified in the applicable Order Form) shall automatically renew for additional periods of one (1) year, unless Purchaser gives Glass Lewis written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.
3. Purchaser hereby acknowledges and agrees that Purchaser’s access to the Materials may be made available by Glass Lewis through the Glass Lewis “Governance Hub”, currently available at https://governancehub.glasslewis.com/, and that Purchaser’s use of the Governance Hub shall be governed by the Terms of Use for the Governance Hub, as made available by Glass Lewis within the Governance Hub, as well as Glass Lewis’ Privacy Statement, located at https://glasslewis.com/privacy/, which are each incorporated herein by this reference.
4. In connection with the Materials and Services, Glass Lewis may, from time to time, post anticipated dates on which certain of the Materials are expected to be published and made available (collectively, the “Estimated Publication Dates”). Purchaser acknowledges and agrees that: (a) the publication and availability of all Materials, including, without limitation, the timing thereof, is within Glass Lewis’ sole discretion; (b) the Estimated Publication Dates are estimates only; (c) Glass Lewis makes no representation or warranty that the Estimated Publication Dates are accurate or complete; and (d) Glass Lewis shall have no liability to Purchaser for any failure to (i) publish or make available any Materials on or before the applicable Estimated Publication Dates, or (ii) update the Estimated Publication Dates in the event of any changes thereto.
5. If purchased directly through Glass Lewis, Glass Lewis shall invoice Client annually for the Materials and Services. In consideration for the Materials and Services, Purchaser shall pay Glass Lewis the amounts listed on the applicable invoice within thirty (30) days of the date of such invoice. Glass Lewis may assess a late charge at a rate of one and a half percent (1.5%) per month, or the highest rate allowed by applicable law, on all amounts due and not paid within thirty (30) days of the date of Glass Lewis’ invoice until the time of payment. All Fees stated on the applicable Order Form are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, and similar taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). If applicable, any such Taxes shall be included as a separate line item on the applicable invoice. For each Term, Glass Lewis reserves the right to increase the Fees to reflect Glass Lewis’ then-current rates for the Materials and Services.
6. If purchased through an authorized third party, invoicing and payment for the Materials and Services, including, without limitation, any applicable Taxes, shall be governed by Client’s agreement with such authorized third party.
7. Purchaser acknowledges and agrees that, excluding the Third-Party Materials and Third-Party Services (each as defined below), the Materials are strictly based on publicly available information, that they are provided to Purchaser on an “as is” and “as available” basis, and that no representations or warranties express or implied, are made as to the accuracy or completeness of any information included therein. Glass Lewis, its affiliates, and any supplier, officer, director, employee, subcontractor, agent, successor or assign thereof (each a “Covered Party” and together the “Covered Parties”), shall not be liable for any loss, injury, claim, liability, or damage of any kind arising out of or relating to the Materials and Services. This includes, but is not limited to, Purchaser’s use of the Materials and Services, as well as any decision made, or action taken, by any person in reliance on the Materials and Services. FOR ANY CLAIM WHICH MAY ARISE FROM THE MATERIALS AND SERVICES, EXCLUDING THE THIRD-PARTY MATERIALS AND THIRD-PARTY SERVICES (EACH AS DEFINED BELOW), PURCHASER’S SOLE REMEDY SHALL BE LIMITED TO MONETARY DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNTS PAID BY PURCHASER TO GLASS LEWIS FOR SUCH MATERIALS AND SERVICES. IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHICH MAY RESULT FROM THE MATERIALS AND SERVICES. ADDITIONALLY, GLASS LEWIS SHALL HAVE NO LIABILITY TO PURCHASER FOR ANY CLAIM WHICH MAY ARISE FROM THE THIRD-PARTY MATERIALS AND/OR THE THIRD-PARTY SERVICES (EACH AS DEFINED BELOW).
8. Purchaser acknowledges and agrees that the Materials and Services may contain data, text, and other content and material obtained or derived from third-party sources outside of Glass Lewis, and/or may be provided entirely by a third-party source outside of Glass Lewis (collectively, “Third-Party Materials”). Unless otherwise agreed to herein, all ownership and intellectual property rights in and to the Third-Party Materials belong to the providers of such Third-Party Materials. Furthermore, and for the avoidance of doubt, Glass Lewis may change the source(s) of any Third-Party Materials at any time without notice to Client and in Glass Lewis’ sole discretion. Additionally, from time-to-time, and in Glass Lewis’ sole discretion, Glass Lewis may allow Purchaser to access or use certain third-party services through, or otherwise in connection with, the Materials and Services, and/or advertise, market, promote, and sell (on behalf of such third parties) products and services of certain third parties (collectively, “Third-Party Services”). Regardless of any such advertisement, marketing, promotion, sale, or permission(s) allowed by Glass Lewis, if Purchaser decides to access, enable, purchase, and/or use such Third-Party Services: (a) Purchaser’s access to, and use of, such services shall be governed solely by the terms and conditions of such Third-Party Service, whether directly entered into between Purchaser and the provider of such Third-Party Service, or between Purchaser and Glass Lewis on behalf of such provider; (b) the applicable provider(s) of any such Third-Party Service(s) is solely responsible for the care and quality of the applicable Third-Party Service; and (c) Purchaser is solely responsible for Purchaser’s interactions with such Third-Party Service(s) and/or the provider(s) thereof. Notwithstanding the foregoing, by purchasing any such Third-Party Service(s) through Glass Lewis and/or enabling or using any such Third-Party Services in connection with the Materials and Services, Purchaser expressly permits Glass Lewis to use and/or disclose any of Purchaser’s information or data as necessary to facilitate Purchaser’s access to and/or use of such Third-Party Service(s).
9. Except as expressly agreed to in writing between Glass Lewis and Purchaser, Glass Lewis does not endorse, nor is it responsible or liable for, or make any representations or warranties as to any aspect of such Third-Party Services, including: (a) the provider(s) thereof, (b) the Third-Party Content; (c) any other documentation or information regarding or related to the Third-Party Service(s) provided or otherwise made available by the applicable provider(s); (d) the manner in which any such provider handles data, including personal data of Purchaser or any of its agents, contractors, employees, or representatives; or (e) any interaction between Purchaser and the provider(s) of such Third-Party Service(s). Purchaser acknowledges and agrees that: (y) prior to enabling, purchasing, and/or using any such Third-Party Service(s), Purchaser has made any investigation it has deemed necessary or appropriate to determine whether: (i) such Third-Party Service(s) and/or applicable provider(s) thereof is qualified to provide the Third-Party Service, and (ii) the Third-Party Service and/or applicable provider(s) thereof is of the care and quality required; and (z) Glass Lewis is not, and shall not be, liable to Purchaser for any damage or loss caused, or alleged to be caused, by or in connection with Purchaser’s access to, or purchase or use of, any Third-Party Content or Third-Party Service(s).
10. Any controversy or claim arising out of or relating to the Materials and Services, or these Terms and Conditions (including, without limitation, the breach thereof) shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration and the governing law shall be dependent on the Glass Lewis entity identified or referred to in the Order Form, as follows: (a) Glass, Lewis & Co., LLC: San Francisco, California and the laws of the State of New York; (b) Glass Lewis Europe Limited: Limerick, Ireland and Irish law; (c) IVOX Glass Lewis GmbH: Karlsruhe, Germany and German law; (d) GL & M UK Limited: London England, and United Kingdom law; (e) CGI Glass Lewis Pty Ltd.: Sydney, Australia and the laws of New South Wales; (f) Glass Lewis Japan GK: Tokyo, Japan and Japanese law; or (g) Proxinvest SAS: Paris, France and French law; or (h) Glass Lewis Canada Corp.: Toronto, Ontario and Ontario law. All arbitrations shall be conducted in English.
11. Purchaser hereby grants Glass Lewis and its affiliates a perpetual, nonexclusive, world-wide, royalty-free license to each RFS, which includes, without limitation, the right for Glass Lewis and its affiliates to use, copy, transmit, excerpt, publish, distribute, publicly display, communicate to the public, create derivative works of, host, index, cache, tag, or encode, in any form or media now known or hereinafter developed, any RFS (the “License”).
12. Purchaser acknowledges and agrees that Glass Lewis’ exercise of its rights under the License shall not be deemed a solicitation of proxies by Glass Lewis and that Glass Lewis retains the right, in its sole discretion, to decline to distribute any RFS for any reason, including if the RFS fails to comply with the requirements in the FAQs, or if Glass Lewis believes that the distribution of the RFS may cause it to be deemed to be engaging in a solicitation under applicable laws or regulations.
13. Purchaser represents that the individual signing the RFS is an authorized representative of Purchaser, expressly authorized to issue external statements on Purchaser’s behalf. Purchaser acknowledges and agrees that it is solely responsible for the content of the RFS and that the disclosure of the RFS complies with all laws and regulatory requirements applicable to Purchaser and its disclosure of information. Purchaser acknowledges and agrees that it is solely responsible for any legal consequences of using the RFS Service, including any obligation to file its response as additional soliciting material under applicable laws or regulations.
14. Purchaser shall indemnify and hold harmless the Covered Parties, and defend any action brought against same with respect to any third party claims, from and against any and all losses, damages, liabilities, demands, causes of action, suits or proceedings, including, without limitation, all reasonable expenses and costs (including legal fees), incurred by, suffered by or brought against a Covered Party resulting from, arising out of or relating to any RFS or Glass Lewis’ exercise of its rights under the License.
15. No changes, modifications or waivers to these Terms and Conditions shall be binding unless in writing and signed by Purchaser and Glass Lewis. These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction of the Glass Lewis entity identified or referred to in the Order Form, as set forth in Section 8 above.

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Glass Lewis will acknowledge receipt of all comments, complaints or feedback within 5 business days.

Any material complaints will be reviewed internally by our compliance committee. We will respond, using the contact details provided, within 25 business days to notify you of the outcome and any necessary remedial actions that we have identified.

We may contact you for further information should we require additional documentation or clarification. As such, it is important that you provide contact details where you can be reached for follow up.