END USER LICENCE AGREEMENT
About these Terms
Please read these terms and conditions of use (“Terms”) carefully. These Terms are a binding agreement between you and GiveClear Canada™ Foundation (“GiveClear Canada™,” “we,” “our,” or “us”). These Terms govern your use of our websites, their subdomains, and any of our other websites or mobile applications referencing, embedding, or linking to these Terms, including our website located at www.giveclear.ca (collectively, our “Sites”). You hereby acknowledge and agree that these Terms are supported by reasonable, valuable, and sufficient consideration, and you acknowledge the receipt of such consideration.
BY USING ANY OF OUR SITES, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.
Our Sites are not intended for individuals who are less than age 18 years old. If you are not at least 18 years of age, you are not permitted to use our Sites.
At this time, our Sites are intended for use only by residents of Canada. If you are not a resident of Canada you are not permitted to use our Sites. We reserve the right to limit the availability of our Sites, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.
Some of our Sites, or portions of our Sites, may be subject to additional terms (“Additional Terms”), which will be described in separate policies posted on the applicable Sites. Any Additional Terms will supplement these Terms. In the event of any conflict between these Terms and the Additional Terms, the Additional Terms will control with respect to the specific Sites, or portions thereof, subject to the Additional Terms.
When you make a contribution to GiveClear Canada (“Contribution(s)”), we will keep track of your Contributions which we collectively refer to as your “Giving Fund”. You (or one or more advisors designated by you) can recommend that GiveClear Canada make a gift to a particular charity or charitable project in the amount of your Contribution (less applicable fees, as set forth below). By making such recommendation, you certify that the gift will not be used to confer a personal or more than incidental benefit on you, any member of your family, or any entity affiliated with or controlled by you. By using our Sites, you also certify that no gifts recommended by you will be made to satisfy charitable pledges, for participation in fund-raising events or raffles, or to pay for goods or services received by you, your family member(s) or any other person.
We make every effort to disburse Contributions in accordance with your or your advisor’s recommendation, provided that the charity or project is approved by GiveClear Canada. However, as required by law, your or your advisor’s recommendation is not binding on us, and all Contributions to GiveClear Canada in your Giving Fund are our property, subject to our exclusive legal control, and dedicated to furthering GiveClear Canada’s charitable purposes.
Unless you or your advisor elect to have the gift to the recommended charity made anonymously, we will notify the recipient charity that the gift was made on your or your advisor’s recommendation, and we may provide the charity with your name, email address, and physical address (if on file), and the name of the Giving Fund from which the gift was made.
About the Charities and Projects on Our Sites
Our Sites contain information regarding various charities and specific projects of those charities that are eligible to receive grants from GiveClear Canada through donor contributions and recommendations made via the Sites. Our Sites may highlight specific charities from time-to-time for informational purposes only. Nothing on our Sites constitutes a solicitation of donations to any charity or project, or an endorsement of any charity or project. GiveClear Canada will only provide information on charities and projects approved by GiveClear Canada.
All other information regarding the charities and projects featured on our Sites – including budgets, schedules, activities, and results – is provided by the charities themselves and not independently verified by GiveClear Canada. Such information may be updated or revised at any time, without notice to you, and we reserve the right to edit or remove any content on our Sites at any time. GiveClear Canada assumes no responsibility or liability for the accuracy or completeness of such information.
Contribution Procedures and Fees
Generally. Contributions to your Giving Fund can be made electronically (credit card or electronic fund transfers ("EFT") direct payments) or manually (personal cheque or wire transfer). Contributions are final once submitted, but processing times may vary. If you set up a recurring contribution, the first contribution will be charged at the time of set-up, and the next contribution will occur at the interval you elect. You may remove any payment method you set up on our Sites at any time. Removing a payment method will cancel any recurring contributions associated with that payment type that have not been initiated at the time of removal, and will delete that payment method from your list of options for contributing.
You will receive an electronic receipt for each completed contribution you make. Such receipt should be kept for your tax records.
EFT Transfers. If you contribute to your Giving Fund via EFT transfer, you hereby accept and fully agree to the authorization we offer via our Sites and through which you contribute to GiveClear Canada as being fully compliant with all necessary regulations for EFT Direct Payments. You also affirm that you are fully authorized to provide approval for EFT transactions against the account provided to GiveClear Canada when contributing via our Sites.
You further understand that any and all EFT authorizations will remain in full force and effect until you notify us in writing that you wish to revoke this authorization. You understand that we require at least 30 days prior notice in order to cancel this authorization. If the payment is rejected due to Non-Sufficient Funds (“NSF”), you understand that we may attempt to process the transaction again within thirty (30) days, in accordance with banking re-presentment guidelines, and you agree to an additional $30.00 charge for each attempt that is returned due to NSF, which will be initiated as a separate transaction from the authorized payment. If future credit transactions are required, you agree that verbal approval shall be sufficient to authorize said credit(s) to your account. You also agree that some natural delays in EFT may occur, however, normal refund timing will make the EFT credit available in five (5) to seven (7) business days.
Fees. For each Contribution to your Giving Fund you make using your credit card, you acknowledge and agree that GiveClear Canada will deduct from your contribution the processing fee charged by your credit card (for most credit cards, that fee is approximately 3%), which fee is payable directly to the credit card processor for processing costs.
Refunds. Like any other charitable donation, for your Contribution to a Giving Fund to be tax deductible, your Contribution must be completed and final once submitted. We will not refund any Contributions directly to you or any donor.
If you recommend a grant from your Giving Fund to a project, and that project is cancelled before the grant is made, we will cancel and attribute the funds back to your Giving Fund for a new recommendation. Similarly, if a charity or charitable project that you or your advisor recommend is no longer able to receive grants via our Sites, then we will attribute the funds back to your Giving Fund for a new recommendation.
Your Giving Fund
To use our Sites, you will be required to establish an account with a username and password. Any and all accounts you create to use our Sites shall be used to make Contributions and in the aggregate will comprise your “Giving Fund” (as defined above). By establishing your Giving Fund, you represent and warrant that the information you provide is accurate and complete in all respects, and you agree to keep such information at all times complete, accurate, and up-todate. You are responsible for maintaining the confidentiality of your username and password for your Giving Fund, and you are solely responsible for all activities and contributions that occur under your Giving Fund. We reserve the right to require you to alter your password if we believe that your Giving Fund is no longer secure.
Electronic Communications Notice
When you use our Sites or send emails to us, you agree and consent to receiving communications from GiveClear Canada electronically. We may communicate with you by email or posting notices on the applicable Site. You may update your information for notice purposes by logging in to your Giving Fund. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you will no longer be able to make recommendations regarding your Giving Fund, and you may not use our Sites.
In addition, when you sign up for our mobile application, you consent to receiving push notifications from us via that application. Please contact us to opt out of receiving such communications.
Unauthorized Use of Your Giving Fund
GiveClear Canada will never ask you to provide all of your Giving Fund payment details by email or phone.
If you become aware of fraudulent use of your credit card or any other payment method you use on our Sites, you must notify your provider in accordance with its reporting rules.
If you become aware of any unauthorized use of your Giving Fund, you must change your password immediately and contact GiveClear Canada at email@example.com.
We may permit you and other users of our Sites, including the charities on our Sites, to communicate with each other through and post information on our Sites. This functionality may include profiles, bulletin boards, message boards, chats, and the like (each, a “Forum”). We do not control or endorse, and we are not responsible for, user content of any kind posted by Site users (including GiveClear Canada employees and the charities featured on our Sites). You acknowledge and agree that GiveClear Canada cannot control use or misuse by others of information you post to our Sites.
IN NO EVENT WILL GIVECLEAR CANADA BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY (A) YOUR RELIANCE ON FORUM CONTENT, OR (B) USE OR MISUSE BY ANY SITE USER OR THIRD PARTY OF ANY CONTENT THAT YOU POST OR MAKE AVAILABLE IN CONNECTION WITH YOUR USE OF THE SITE, WHETHER TO A FORUM OR OTHERWISE.
You agree not to use any of our Sites or the content available on our Sites: (a) in violation of these Terms or any Law; (b) for any commercial purpose; (c) to transmit any information or other material that is abusive, tortious, defamatory, discriminatory, obscene, inciting of unlawful conduct, invasive of another’s privacy, hateful, false, misleading, or otherwise objectionable in our sole discretion, or to harass or harm another individual; (d) to transmit any unsolicited or unauthorized advertising, promotional materials, or other “spam”; (e) to conduct any lotteries, contests, sweepstakes or the like; (f) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (g) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (h) to interfere with or disrupt any of our Sites or any networks used by us; (i) to infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights of a third party; or (j) to engage in, support, or promote violence, terrorist activity, related training of any kind, or money laundering, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.
Our Content and Proprietary Rights
As between you and us, we own all right, title and interest (including all proprietary rights) in and to the our Sites and the content on our Sites (“Our Content”), including all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design, and organization of our Sites, and the compilation of the content, code, data, and materials on the Sites and services, and any improvements or updates to any of the foregoing, but excluding Your Content and Third Party Content (defined below). Our Content is protected under Canadian and international copyright laws and is subject to other intellectual property and proprietary rights and Laws. In addition, the “GiveClear” names and logos as well as certain other of the names, logos, and materials displayed in or through our Sites are the trademarks, trade names, service marks, or logos (collectively, the “Marks”) of us, our licensors, affiliates, content providers, or other entities. Ownership of the Marks and the goodwill associated with them remains with us or those other entities. Nothing on our Sites shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Marks.
You are not authorized to use any of Our Content or the Marks other than as expressly provided in these Terms. In particular, you are not authorized to copy, scrape, commercially exploit, or make derivative works of any of Our Content. You must abide by all rights notices, information, or restrictions contained in or attached to any of Our Content and must not remove any trademark, copyright, or other notice from our Sites or any of Our Content.
Third Party Content and Services
No Responsibility for Third Party Content. Users of our Sites (including you), and other persons and entities other than us, may post content or submit material (collectively, “Third Party Content”) to our Sites. We do not control any Third Party Content on our Sites. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on our Sites are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We take no responsibility, do not endorse, and assume no liability for any Third Party Content. You use or rely on Third Party Content at your own risk. Although we have no obligation to screen, edit, or monitor Third Party Content, we reserve the right to remove without notice any content on our Sites, at our sole discretion.
No Responsibility for Third Party Services. Portions of our Sites may allow you to use third party products and services, and our Sites may contain links to third party websites or resources (collectively “Third Party Services”). Your use of Third Party Services is subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Third Party Services. Except as expressly stated by us, we do not approve or endorse any Third Party Services, their content, or any views expressed on any Third Party Service. We have no responsibility or liability to you for any Third Party Services.
Your Content. If you post content or submit information or material to any of our Sites (such content or material, “Your Content”), you will retain ownership rights in that content. By posting or otherwise submitting Your Content to our Sites, however, you grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any media, in connection with furthering GiveClear Canada’s charitable and educational purposes. You grant us and our sublicensees the right to use the name and other biographical information that you submit in connection with Your Content, if we or they choose. You represent and warrant that: (i) you own or otherwise control all of the rights to the content that you post; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including without limitation the prohibitions on use of our Sites set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity. You understand that if you include any personal information in Your Content you post on our Sites, that information may be visible to other users of our Sites, and you hereby authorize us to publish such personal information. We have the right but not the obligation to monitor and edit or remove any content from our Sites, at our sole discretion.
Feedback. If Your Content includes any suggestions, ideas, or other feedback about us or our Sites (your “Submission”): (i) you grant us all necessary rights to use your Submission; (ii) you acknowledge and agree that we are free to use and otherwise act on your Submission with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Submission in any way; (iii) you acknowledge and agree that we are not obligated to keep your Submission confidential; and (iv) you represent that your Submission is entirely your original work.
Claims for Copyright Infringement
We respect the intellectual property rights of others. Accordingly, we have a policy of removing Third Party Content that violates copyright, trademark, or other intellectual property Laws, suspending access to all or any portion of our Sites to any user who uses our Sites in violation of any such Law, and/or terminating in appropriate circumstances access to our Sites and the account (if any) of any user who uses our Sites in violation of any such Law. We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with section 41.26 of the Canadian Copyright Act, RSC 1985, c C-42. If you believe your copyright, trademark, or other intellectual property right is being infringed by a user of any of our Sites, please provide written notice to the following agent for notice of claims of infringement that meet the then-current statutory requirements: firstname.lastname@example.org.
No Tax Advice
GiveClear Canada is not an accounting, taxation or financial advisor, and you should not rely on information given on our Sites to determine the accounting, tax or financial consequences of making a contribution to GiveClear Canada. We strongly recommend that you consult your own adviser(s) about any accounting, taxation or financial consequences that may affect you.
GIVECLEAR CANADA DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO OUR SERVICES AND NUMEROUS FACTORS OUTSIDE OF GIVECLEAR CANADA’S CONTROL MAY AFFECT THE OPERATION OF OUR SITES. YOU UNDERSTAND AND AGREE THAT USE OF ANY OF OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES IS AT YOUR SOLE RISK. OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GIVECLEAR CANADA HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN RELATION TO OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE). IN PARTICULAR, GIVECLEAR CANADA DOES NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF OUR SITES WILL BE ACCURATE OR RELIABLE, THAT THE SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT YOUR USE OF THE SITES WILL BE UNINTERRUPTED OR ERROR FREE. GIVECLEAR CANADA HEREBY DISCLAIMS ALL EQUITABLE INDEMNITIES.
Disclaimer of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, GIVECLEAR CANADA SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/ WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES, (EVEN IF GIVECLEAR CANADA WAS ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE ANY OF OUR SITES; (B) ANY OF OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH ANY OF OUR SITES; OR (C) THE CONDUCT OF ANY PERSON THAT BROWSES, RAISES FUNDS OR CONTRIBUTES THROUGH OUR SITES. SHOULD GIVECLEAR CANADA BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED CAD$100.00 IN THE AGGREGATE.
You agree to indemnify, defend, and hold harmless GiveClear Canada and its affiliates and each of its and their present and future officers, directors, employees, agents, and assigns (“GiveClear Canada Indemnitees”) from any and all actions, causes of action, claims, suits, debts, contracts, complaints, demands, damages, interest, costs, expenses and compensation of whatsoever kind (including reasonable attorneys’ fees) however arising, whether in law or equity, whether at common law, under any legislation or otherwise, whether known or unknown, arising from or relating to (a) your use of, or activities in connection with, our Sites; (b) Your Content, including any actual or alleged infringement by Your Content of any third party’s proprietary rights; or (c) your (or anyone using your Giving Fund’s) violation of these Terms. GiveClear Canada reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with GiveClear Canada’s defense of such claim.
Furthermore, by using our sites you hereby irrevocably waive and release the GiveClear Canada Indemnitees from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with any other user of our Sites.
You acknowledge and agree that, if a claim, controversy, complaint, or dispute between you and GiveClear Canada arises out of or relates to these Terms, the interpretation of these Terms, or any breach or alleged breach of these Terms (“Dispute”), that Dispute shall be settled by confidential arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Any such arbitration shall be held in Vancouver, British Columbia, unless you and GiveClear Canada mutually agree otherwise, and any and all costs and expenses you incur in connection with that arbitration shall be your sole responsibility. Notwithstanding the foregoing, GiveClear Canada shall not be precluded at any time from seeking an injunction against you for infringement of its intellectual property rights or breaches of confidentiality.
We may change the format, function, and/or content of our Sites from time to time, at our sole discretion. We can delete or suspend any charity or project featured on our Sites in our sole discretion. We reserve the right to update these Terms at any time. Any updates will be posted on our Sites and will apply to your use of our Sites after the time of such posting. If any change or update is unacceptable to you, your only recourse is to terminate your use of our Sites. By continuing to use our Sites, you agree to the updated Terms.
Termination and Cancellation
We reserve the right to refuse service, terminate accounts, remove or edit content, or modify or discontinue any of our Sites in our sole discretion. We may terminate, suspend, or modify your Giving Fund and/or your access to, registration with, or ability to use all or part of any of our Sites, without notice, if you violate these Terms or you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable Law or is otherwise harmful to our interests or the interests of any other user of any of our Sites, or any third party.
These Terms are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to any conflicts of laws principles. Any injunctive or other urgent relief arising out of or relating to these Terms or your use of any of our Sites will be brought in the Supreme Court of British Columbia. We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation improper venue or inconvenience of the forum.
In addition, our Sites are controlled and operated by us from our offices within Canada and are not intended to subject us to the laws or jurisdictions of any state, country, or territory other than Canada. You are solely responsible for complying with all applicable local, state, federal, national, provincial, foreign, and international statutes, treaties, regulations, rules, orders, and other laws (each, a “Law”) with respect to your access and use of our Sites.