CANADA
1. Terms and Conditions
These General Terms and Conditions of Use (“Terms”) together with a Pledge, if applicable, constitute the “Agreement”and govern the relationship between GIVGroups Inc. (“GIVGroups”) and you (referred sometimes herein as “you” oras “Customer”) for your access to and use of the web site located at the URL: http://www.givgroups.ca (the “Site”) andthe GIVGroups services provided on and through the Site. To the extent of any inconsistency between the terms hereofand the terms set forth in the Pledge, the terms of the Pledge shall control.
2. Services
GIVGroups currently provides users with access to a collection of resources, including fundraising platforms, donationand payment tools, various communications tools, databases of information, collections of expressions, forums, andcontent through its web site(s). Unless explicitly stated otherwise, any new features that augment or enhance thecurrent services, including the release of new GIVGroups sites and features, shall be subject to the Terms herein.GIVGroups reserves the right to change, alter or vary the scope or extent or discontinue, temporarily or permanently ofthe GIVGroups Services offered at any time, provided that if the changes significantly impact a user or Customer in amaterially negative manner. GIVGroups will use commercially reasonable efforts to provide notice of the changes. Youagree that GIVGroups shall not be liable to you or to any third party for any modification, suspension or discontinuanceof the Service.
10. Pledge and Payment
Donations and pledges for donations are made by a written Pledge, a confirmation to donate or in such manner asprovided on the Site in advance by you. A donation or a Pledge which will contain only such reasonable terms asapproved by GIVGroups. You agree to honour and pay in full all pledges or donation either at the time of donation bythe payment methods accepted on the Site, including but not limiting by PayPal or if in a written Pledge accepted byGIVGroups within 7 days after date of notice from GIVGroups that the conditions of the Pledge have been completed.All donations or pledges by you are irrevocable and non-refundable.
11. Late Payment Charges/ Suspension of Service
a. GIVGroups may assess late payment charges per month of the lesser of 1.5% per month or the maximum amountallowable by law for payments of pledges not received within thirty (30) days of the date of its notice to Customer. b.Without limiting GIVGroups’s rights under the Agreement at law or in equity, GIVGroups may suspend or terminateaccess to the Site or GIVGroups services at its sole option, with or without notice to Customer if: (i) any payment of apledge is delinquent by more than thirty (30) days, or (ii) Customer breaches any provision of the Agreement.
12. Receipts and Taxes
GIVGroups will issue appropriate receipts for the pledges, donations and payments in accordance with the current taxrules and regulations. GIVGroups does not make any representation of the tax deductions, savings or other effect toyou or Customer thereto. Customer shall be responsible for payment of any and all taxes, if applicable. The pledgesare exclusive of any direct or indirect taxes, consumption taxes, duties, tariffs and any similar levy imposed by agovernment now or hereafter imposed on the transactions contemplated hereunder and/or payments of fees hereunder.Customer will make all payments hereunder free and clear of, and without reduction for, any withholding taxes.
3. Prerequisite for Use of Services
Customer is responsible for obtaining and maintaining all computer hardware, software, communications equipmentand network infrastructure required to access and use the Site and/or the GIVGroups services, and for paying alldonations, Pledges, third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the
GIVGroups services.
4. Password
Customer will receive a password to login to the Site and access the GIVGroups services. Customer is responsible formaintaining the confidentiality of Customer’s password and account and agrees to follow generally acknowledged datasecurity principles. Customer is solely responsible for all activities that occur under Customer’s account. Customer willimmediately notify GIVGroups if Customer’s password becomes lost, stolen, is disclosed to an unauthorized third partyor is otherwise compromised. Customer further agrees to notify GIVGroups of any unauthorized use of Customer’saccount or any other breach of security in relation to the Site known to Customer.
5. Registering for Services
Customer agrees to provide GIVGroups with its current, accurate and complete information when registering for theGIVGroups services. Customer also agrees to notify GIVGroups promptly of any changes to such information. If youprovide any information that is untrue, inaccurate, not current or incomplete, or GIVGroups has reasonable grounds tosuspect that such information is untrue, inaccurate, not current or incomplete, GIVGroups has the right to suspend orterminate your account and refuse any and all current or future use of the Service (or any portion thereof).
6. Right of Use
Subject to the terms and conditions of the Agreement, GIVGroups grants Customer a nonexclusive and non-transferable right to permit access and use the GIVGroups services. You agree to not use the Service to: upload, post,email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing,tortious, pornographic, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially,ethnically or otherwise objectionable; harm other members in any way; impersonate any person or entity, including,but not limited to, a GIVGroups staff member or site administrator, or falsely state or otherwise misrepresent youraffiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin ofany Content transmitted through the Service; upload, post, email, transmit or otherwise make available any Contentthat you do not have a right to make available under any law or under contractual or fiduciary relationships (such asinside information, proprietary and confidential information learned or disclosed as part of employment relationshipsor under nondisclosure agreements); upload, post, email, transmit or otherwise make available any Content thatinfringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; upload, post,email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junkmail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; upload, post, email, transmit orotherwise make available any material that contains software viruses or any other computer code, files or programsdesigned to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunicationsequipment; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey anyrequirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionallyviolate any applicable local, provincial, national or international law; “stalk” or otherwise harass another; or collect orstore personal data about other users.
7. Restrictions
Customer acknowledges that nothing herein provides Customer with a right to directly access the software that enablesthe GIVGroups services or any modifications thereto (collectively, the “Software”) and that such Software will beowned or controlled by GIVGroups or its third party service providers and hosted from its servers. Customer shall notrent, lease, distribute, sell, resell, use as an application service or for timesharing or other commercial purposes theGIVGroups services. Customer shall not use the Site, GIVGroups services, Software, and/or other content accessed onand through the Site and/or the GIVGroups services in any other way except as expressly permitted under the Termsherein or the Agreement without GIVGroups’s prior written consent or the prior written consent of third party licensors,as applicable.
8. International Use / Duties of Customer
Recognizing the global nature of the Internet, Customer is obligated to access and use the Site and the GIVGroupsservices, and any content accessed by or provided therein, in accordance with all applicable laws, rules andregulations, including, without limitation, laws regarding applicable export laws concerning transmission of technicaldata.
The Site and GIVGroups services may contain, host or provide hyperlinks (in the form of a URL) to content publishedonline by a third party publisher. Certain information and content provided by such third party publishers are ownedby, and in each case are the copyrighted work of, such third party publishers (“Third Party Content”). Customer will notviolate any intellectual rights of third party publishers in and to the Third Party Content.
GIVGroups does not claim ownership of Content you submit or make available for inclusion on the Service. However,with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grantGIVGroups the following world-wide, royalty free and non-exclusive license, as applicable: With respect to Content(including photos, graphics, audio or video) you submit or make available for inclusion on publicly accessible areasof the Service, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt,publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate suchContent into other works in any format or medium now known or later developed.13. Term and Termination
The term of any pledge shall be as specified in the Pledge, unless earlier terminated in accordance with these Terms.The term of this Agreement will be for an indefinite period and either party may terminate at any time upon writtennotice. Upon expiration or termination of the Agreement, Customer’s access rights and any other rights granted toCustomer hereunder shall immediately cease. Termination of the Agreement shall not act as a waiver of any breachof the Agreement and shall not release a party from any liability for breach of such party’s obligations under theAgreement that occurred prior to the effective date of termination. Neither party shall be liable to the other party fordamages of any kind solely as a result of terminating the Agreement as provided for herein.14. Privacy Policy
Customer’s use of the Site and GIVGroups services is governed by GIVGroups’s then-current Privacy Policy, located athttp://www.giv3.ca/things-to-do/givgroups/privacy.
15. Intellectual Property
Customer acknowledges that all right, title and interest in and to the Site, GIVGroups services and Software, includingall intellectual property rights therein, are owned by GIVGroups. Customer agrees that Customer does not acquire anyrights in the Site, Software or GIVGroups services, including all intellectual property rights therein. The Customer shallnot represent that it has any rights, title or interest in and to the intellectual property owned by GIVGroups.
16. Indemnification
Customer agrees to defend, indemnify and hold harmless GIVGroups and its directors, officers, employees, agents,representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors(collectively, “GIVGroups Indemnified Parties”) from and against any and all claims, actions, demands, damages,losses, liabilities costs, expenses (including attorneys’ fees), causes of action and other proceedings (“Claims”) arisingout of or relating to: (a) Customer’s breach of these Terms; (b) Customer misuse of the Site and/or GIVGroups services;(c) misuse of Customer’s password; (d) violation of the privacy policies and terms and conditions governing Third PartyContent and Third Party Web Sites; or (e) Customer’s provision to GIVGroups of information, Content or other data inviolation of the intellectual property rights of a third party.
17. Limited Warranty; Warranty Disclaimer
a. Limited Warranty. During the term of this Agreement and subject to Customers strict compliance with these Terms,GIVGroups will use commercially reasonable efforts to make available the GIVGroups services to Customer exceptduring any Excluded Events. “Excluded Events” means, collectively, (i) Routine Maintenance (as defined below), (ii)Urgent Maintenance (as defined below) and (iii) any reasons not reasonably within GIVGroups’s control, including,without limitation, voluntary down periods initiated by Customer; down periods due to force majeure events, systemicInternet failures, a party’s telecommunications or Internet service providers; a failure in Customer’s hardware, softwareor network connection; down periods resulting from misuse by Authorized Users (e.g., an unapproved hack or denial ofservice attack initiated by an Authorized User); and/or illegal third-party activity (e.g., virus attack or network intrusionattempts). In the event that GIVGroups fails to use reasonable commercial efforts and the GIVGroups services isunavailable to Customer for reasons other than Excluded Events (“Outage”) and GIVGroups is unable to restore theGIVGroups services within 3 working days of Customer first notifying GIVGroups in writing of the Outage, GIVGroupswill issue to Customer an extension of time for the terms of a Pledge for every day that the GIVGroups services areunavailable for the Customer due to an Outage. b. Warranty Disclaimer. Except for the limited warranty expresslyprovided above, the GIVGroups services, Software, Site, Third Party Content and any information, material and content
contained in or presented on or through the foregoing are provided on an “AS-IS” AND “ASAVAILABLE” basis. To themaximum extent permitted by applicable law, GIVGroups makes no other warranties, express, implied, statutory orotherwise, including, without limitation, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENTOF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND USEOF REASONABLE SKILL, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OFPERFORMANCE, USAGE OR TRADE PRACTICE. To the maximum extent permitted by applicable law, GIVGroupsmakes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of anyinformation or data accessed on or through the GIVGroups services. GIVGroups is not responsible for the deletion orfailure to store any Customer communications or personalization and web site customization settings.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GIVGROUPS BE LIABLETO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY,PUNITIVE OR SPECIAL DAMAGES OR LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TOREALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY ARISING OUT OF OR RESULTINGFROM IN ANY WAY THE GIVGROUPS SERVICES, NEWS LINK SEARCH RESULTS, SOFTWARE, SITE, THIRDPARTY CONTENT, THIRD PARTY WEB SITES AND ANY INFORMATION, MATERIAL AND CONTENT CONTAINEDIN OR PRESENTED ON OR THROUGH THE GIVGROUPS SERVICES AND/OR THE SITE, AND/OR THE USE OFOR INABILITY TO USE ANY OF THE FORGOING,WHETHER OR NOT GIVGROUPS HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE.19. Limitation of Liability
To the maximum extent permitted by applicable law, GIVGroups’s total, aggregate liability arising out of or in connectionwith this Agreement shall in no event exceed the total amount of payment of a pledge or donation made by Customer toGIVGroups during the Term of the Agreement.20. System Outages
GIVGroups will need to perform routine maintenance (“Routine Maintenance”) of the Site and GIVGroups services thatwill or is likely to result in the downtime of the GIVGroups services, during which all or certain functions of the Site willnot be available. GIVGroups will use commercially reasonable efforts provide advance notice to Customer of RoutineMaintenance. Notwithstanding the foregoing, if GIVGroups determines that immediate maintenance on the Site and/orGIVGroups services is required (“Urgent Maintenance”), GIVGroups can perform such Urgent Maintenance at any timeand for any period of time (as determined by GIVGroups), and GIVGroups will use commercially reasonable efforts toprovide Customer with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.
21. Arbitration; Choice of Law
The Agreement will be governed by and interpreted in accordance with the laws of the Province of Quebec and the lawsof Canada applicable therein, and the Customer irrevocably agrees that all disputes arising out of or in connection withthis Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the Code of Civil Procedure(Quebec) by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Montreal,Quebec, Canada. The language of the arbitral proceedings shall be English (or as determined between parties).Judgment upon any award(s) rendered by the arbitrators may be entered in any court having jurisdiction thereof.The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, includingattorneys’ fees, as the arbitrator shall deem reasonable.
22. Copyright Complaints
If you believe that any Content on a GIVGroups’s web site violates your copyright, please send us a notice of theviolation using the following contact information:
GIVGroupsc/o
The Hallmont Foundation
637 Carleton Ave
Montreal, Quebec, Canada
H3Y 2Y3
To be effective, the Notification must include the following: A physical or electronic signature of a person authorized toact on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed
to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, arepresentative list of such works at that site; Identification of the material that is claimed to be infringing or to be thesubject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonablysufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the serviceprovider to contact the Complaining Party, such as an address, telephone number, and if available, an electronicmail address at which the complaining party may be contacted; A statement that the Complaining Party has a goodfaith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent,or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that theComplaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Uponreceipt of a notice of claimed infringement that satisfies these requirements we will act expeditiously to remove ordisable access to any Content that is claimed to be infringing upon the copyright of any person under the laws ofCanada and will terminate the access privileges of those who repeatedly infringe on the copyrights of others.
23 General Provisions
Except for Customer’s payment of pledge obligations, neither party shall be liable for any delay or failure in performancedue to causes beyond its reasonable control. A party’s waiver of a breach or default by the other party of any provisionof the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall aparty’s failure to exercise or enforce any right or provision of the Agreement shall not be deemed to be a waiver of suchright or provision. The Agreement contains the entire agreement between the parties with respect to the subject matterhereof and shall supersede any and all prior or contemporaneous communications, representations, agreements and/orundertakings, either verbal or written, between the parties in respect of said subject matter. Any other terms andconditions, including, without limitation, pre-printed terms and conditions on or attached to any purchase order, are voidand shall be of no force and effect. GIVGroups’s providing access to or delivering the GIVGroups services or otherperformance by GIVGroups with respect to the GIVGroups services shall not constitute GIVGroups’s acceptance of anyadditional or different terms and conditions. Except for the terms of a Pledge which require Customer’s consent, theterms herein may be modified by GIVGroups at any time. There are no oral or written collateral representations,agreements or understandings except as provided herein. Each party acknowledges that it is not entering into theAgreement on the basis of any representations not expressly contained in the Agreement. GIVGroups may freelyassign the Agreement and the rights and obligations hereunder to any other party. Neither the Agreement nor anyobligation or right hereunder, including without limitation the Access Right, may be assigned or transferred by Customerwithout GIVGroups’s prior written consent, which consent will not be unreasonably withheld; provided, however,Customer may assign this Agreement in whole without GIVGroups’s prior written consent to a successor in interest inconnection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates oncondition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement. Ifany provision of the Agreement shall be determined to be invalid, unlawful, or unenforceable to any extent, then suchterm shall be enforced to the maximum extent permitted by law and the remainder of the Agreement shall not beaffected thereby and shall remain in full force and effect. Subject to Clause 13, Customer and GIVGroups agree thatnotices may be sent by electronic mail, to the electronic mail address indicated on the Pledge, or then-current electronicmail address provided by a party to the other party and designated as the proper electronic mail address, and agreethat notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electroniccommunications will satisfy any legal communication requirements, including all such communications required by theapplicable laws to be in writing. The Parties confirm that it is their wish that this Agrement as well as all otherdocuments relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentesconferment que c’est leur volonté que la présente convention de meme que tous les documents, y comprisles avis, s’yrattachant, soient redigés en anglais seulement.
GIVGroupsc/oThe Hallmont Foundation637 Carleton Ave
Montreal, Quebec,
Canada
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