CHANGE HEROES GIVE $3.33 A DAY LTD.
As amended and restated on: November 1, 2016
This Terms of Use Agreement (the “Agreement”) governs your use of the Services (as is defined below) provided by Change Heroes Give $3.33 a Day Ltd., a British Columbia corporation (together with its affiliates, “Change Heroes”, “us”, “our” or “we”). By using the Services, you (“you”) agree to be bound by this Agreement, which includes all applicable laws and conditions or policies referenced herein, and the Change Heroes Privacy Policy (the “Privacy Policy”), as amended from time to time and found here: http://changeheroes.com/privacy
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CHANGE HEROES, AND IS DEEMED ACCEPTED BY YOU EACH TIME THAT YOU USE OR ACCESS THE SERVICES. IF YOU DO NOT ACCEPT THE AGREEMENT STATED HERE, DO NOT USE THE SERVICES.
This Agreement may be revised at any time, with updated versions prominently posted to this web page. You should visit this page periodically to review the most current version of this Agreement. If any material changes are made to this Agreement, registered Users will be notified via e-mail. This Agreement and its amendments are binding on you.
Change Heroes provides the Services for the general purpose of helping Users create, manage, and promote fundraising campaigns. We offer technologies that facilitate peer-to-peer mobilization around charitable causes.
Our tools and services can help: you create personalized Campaigns, engage your Contacts around social causes, and together bring change through your engagement. In short, our goal is to help you become a hero for social change.
To remove any confusion though, we are not professional fundraisers. We do not fundraise on your behalf, nor do we fundraise on behalf of Organizations. We do not solicit donations for any Campaigns or Projects. We simply provide a suite of tools that you can use in order to fundraise with your friends.
If you have any questions about this Agreement or our Services generally, contact us at [email protected].
To create a Campaign, we may provide you with the tools and functionality to do any or all of the following:
We may provide Administrative Users with the tools and functionality to any or all of the following within the bounds of their associated Organization:
You represent and warrant that you:
GENERAL. We retain all right, title, and interest in and to the Services, and this Agreement does not grant you any intellectual property rights in or to the Services, or any of its constituent parts. This Agreement is an agreement for the delivery of services through the Sites and does not grant you a license to the Services or to any material provided by us during your use. Change Heroes only grants you the right to access and use the Services for the purposes with which they are provided, as described herein.
We reserve the right to take such steps as we deem necessary to restrain any unauthorized activity, including, without limitation, account suspension, account termination, and legal action.
In using the Services, you shall not do any of the following:
CAMPAIGN DASHBOARD. Campaign Runners may have access to a dashboard that provides information relating to their Campaign (the “Campaign Dashboard”). The Campaign Dashboard may provide some or all of the following:
USE OF CONTENT. As a Campaign Runner, you may have access to sensitive information relating to your Contacts and the Donors associated with your Campaign. You hereby agree to manage, use and treat such information responsibly and in a way that is consistent with this Agreement and the Privacy Policy. In addition, you agree to not publicly share or post private or sensitive information relating to your Contacts and the Donors associated with your Campaign unless you have their express consent.
MODERATION. The Campaign Runner provides the Campaign Information. Change Heroes does not monitor or moderate any of the Campaigns, any of the Campaign Information, or any of the Campaign Runner activity, unless a complaint is received. As such, Change Heroes makes no representations, warranties, guarantees, or endorsements as to the Campaigns, the associated Campaign Information, or any activity engaged in or content provided by the Campaign Runner.
ADMINISTRATIVE DASHBOARD. Representatives of an Organization (one or more of its officers, directors, employees, contractors, or some other authorized designate), may have an account with us (an “Administrative User”). The Administrative User may have the ability to manage a team of Campaign Runners. The Administrative User may have a dashboard that provides information relating to the progress of the Campaigns under its management (the “Administrative Dashboard”). The Administrative Dashboard may provide some or all of the following:
USE OF CONTENT. As an Administrative User, you may have access to sensitive information relating to the Campaigns under your management. This information may include User Information related to the Donors and Contacts of the Campaigns under your management. You hereby agree to manage, use and treat such information responsibly and in a way that is consistent with this Agreement and the Privacy Policy
RESPONSIBILITIES. As an Administrative User, you shall:
FEEDBACK. Any communications between you and Change Heroes, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying the Services or any part thereof (“Feedback”) will be deemed by us to be non-confidential and non-proprietary, and you agree that (a) we are therefore not subject to any confidentiality obligations with respect to the Feedback, (b) the Feedback is not confidential or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to us, (c) we may irrevocably freely use, reproduce and publicize the Feedback on the Services, and (d) you are not entitled to receive any compensation or reimbursement of any kind from us or any Users of the Services.
PRIVACY. Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of this Agreement with you and is incorporated by reference. For full details, please refer to our Privacy Policy [Insert Link to Privacy Policy]. By providing personal information via the Services you agree that we will collect, use and disclose your personal information as is necessary to provide the Services.
TERMINATION BY US:
DMCA. It is Change Heroes’ policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). Change Heroes may promptly terminate, without notice, any User’s access to the Services if that User is determined by Change Heroes to have infringed the rights of copyright holders.
DESIGNATED AGENT. If you believe that any material on the Services violates any copyright or similar right which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
ATTN: COPYRIGHT AGENT
Change Heroes Give $3.33 a Day Ltd.
4300, 400 – 3rd Avenue SW
Calgary, Alberta
T2P 4H2
Email: [email protected]
NOTICE REQUIREMENTS. To meet the notice requirements under the DMCA, the notification must consist of a written communication that includes the following:
ACCURACY OF INFORMATION. We work hard to make sure the Services (and the content therein) is accurate, up-to-date and complete. However, the Services (and the content therein) may contain errors or inaccuracies, including both typographical and substantive errors. We reserve the right, in our sole discretion, without any obligation and without any notice requirement, to discontinue, change, improve or correct the information, materials and descriptions on the Services and to suspend or deny access to the Services for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Any dated information is valid as of its date only, and we have no responsibility to update or amend any such information.
AVAILABILITY. We cannot guarantee that the Services, or any part thereof, will be available 100% of the time. Although we strive to provide reliable services, interruptions and delays in accessing the Services are unavoidable and we disclaim any liability for damages resulting from such problems, including, but not limited to, lost profit, loss of potential donations, loss of opportunity, or loss of use or enjoyment.
THIRD-PARTY WEBSITES. We do not warrant, endorse, guarantee, provide any conditions or representations, or assume any responsibility for any product or service advertised or offered by any third party through any website that can be reached from a link on the Services or featured in any banner or other advertising on the Services, or provided as Campaign Information, and we shall not be a party to any transaction that you may enter into with any such third party.
SECURITY. Information sent or received over the Internet is generally unsecure and we cannot and do not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information. Although Change Heroes makes good faith efforts to store information in a secure operating environment not available to the public, Change Heroes cannot guarantee complete security. Change Heroes disclaims liability for security breaches.
NO WARRANTY. To the maximum extent permitted by law: the Services (and any content therein) are provided “as is” and are to be used at your sole risk with no warranties whatsoever. Change Heroes does not make any warranties, claims or representations and expressly disclaims all such warranties of any kind, whether express, implied or statutory, with respect to the Services (and any content therein) including warranties or conditions of quality, performance, non-infringement, merchantability, or fitness for use for a particular purpose.
NO GUARANTEE. We make no guarantee as to the success of your Campaign. We make no guarantee as to the use of funds raised via Donation for a particular Campaign, Project or Organization. The existence of an Organization should not be construed as an endorsement of such Organization by the Company, and we disclaim any liability that may result from our association with an Organization.
NO SOLICITATION OR FUNDRAISING. Change Heroes provides tools to assist Users in their fundraising activities. Under no circumstances should our activity be construed as an endorsement for any particular Campaign, Organization, Project, cause, or other entity. We do not provide professional fundraising services or third party fundraising services. We do not solicit Donations on behalf of Organizations or Users.
USE OF DONATIONS. Change Heroes has no control over an Organization’s use of funds raised through the Services. Before making a Donation to any Campaign, you should conduct your own independent evaluation into the Organization that will be receiving your Donation. We are not responsible for any misuse of Donations received by an Organization, and make no representations or warranties concerning the proportion of your Donation that will go towards program costs associated with the Project.
GENERAL LIMITATION. In no event shall Change Heroes’ aggregate liability exceed the amounts actually paid by you to Change Heroes for the Services in the three (3) months prior to the date a claim is made, subject to a maximum of five thousand dollars in all cases. In no event shall Change Heroes or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, donations, use or other economic advantage) arising out of, or in any way connected with this Agreement or the Services. The foregoing limitations shall apply to the fullest extent permitted by law.
INDEMNITY. You hereby agree to indemnify and hold Change Heroes and our subsidiaries, affiliates, licensees, directors, officers, agents, advisors and employees, harmless from all claims, threats, actions, proceedings, demands, damages, losses, obligations, costs, and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of: your breach of this Agreement; your use of the Services; or, any violation by you of any rights of another (including, without limitation, all intellectual property rights and rights of publicity, personality or privacy).
RELIANCE. You expressly acknowledge that we are making the Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination or suspension by us of your use of, or access to, the Services.
ENTIRE AGREEMENT. This Agreement, which incorporates the Privacy Policy by reference, both of which are subject to any written and duly executed contract you may have with Change Heroes, constitute the entire agreement between you and Change Heroes with respect to your use of the Services.
CONFLICTS. Notwithstanding Section 16.1 of this Agreement, your use of the Services is subject to any other written and duly executed contract you may have with Change Heroes. In the case of any conflict between this Agreement and any such contract you have with Change Heroes, and to the extent of such conflict, the terms of your contract shall prevail.
AMENDMENTS. We reserve the right to alter, add to, delete, modify or change this Agreement, or any part thereof, at any time. Your use of the Services after any amendments or updates to this Agreement shall signify your acceptance of such revised terms. The most current version of this Agreement will govern your use of and Services. We will post any changes to the Agreement on the update the revision date at the beginning of this Agreement. We will also notify you of any material changes to this Agreement by sending an e-mail to the address linked to your account. Any changes to this Agreement or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this Agreement by us via telephone or email communications will be valid.
FORCE MAJEURE. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by circumstances beyond reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems (other than those involving our employees), failures of common carriers (including Internet service providers), denial of service attacks, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
ASSIGNMENT. We may assign this Agreement, in whole, or in part, at any time, with or without notice to you. You may not assign your rights or delegate your duties under this Agreement, either in whole or in part, without our prior written consent.
ENUREMENT. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.
NON-WAIVER. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
SEVERABILITY. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
HEADINGS. Headings and any commentary provided throughout this Agreement in lightbox form, or other format designed to summarize legal terms in plain language, are for your convenience only and shall not affect the interpretation of this Agreement.
LANGUAGE. This Agreement was written in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
GOVERNING LAW. This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction, and you agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada.
DISPUTES. All disputes arising out of or in connection with this Agreement, or in respect of the Privacy Policy, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The place of arbitration shall be Vancouver, British Columbia. All of the costs and expenses of the arbitration shall be borne equally by the parties to the dispute. Any award rendered by the arbitrator shall be final and binding on the parties. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.
TRIAL WAIVER. You agree to waive any right you may have to a trial by jury, or commence or participate in any class action against us related to the Services or this Agreement.
CURRENCY. All monetary values referenced on the Services are stated in Canadian Dollars, unless expressly stated otherwise.