Terms of Use

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.

1. 1. DEFINITIONS

   • “Administrative User” has the meaning provided in Section 10.1.
   • “Campaign” means a fundraising campaign created by a User through the Services.
   • “Contacts” has the meaning provided in Section 4.2.
   • “Campaign Runner” means the User that created a specific Campaign.
   • “Campaign Services” has the meaning provided in Section 4.
   • “Donation” means any monetary amount contributed by a User to a Campaign, which includes Recurring Donations and One-time Donations, as such terms are defined in Section 6.2.
   • “Donor” means any User that makes a Donation.
   • “Organization” an entity created by a user on the site that is meant to represent a: (a) registered charity, nonprofit organization, foundation, society, or any other social enterprise that represents itself as such; or (b) any other type of business entity or legal person which is engaging in activity for the express formal benefit of an organization referenced under 1.8(a).
   • “Project” means the charitable project offered by a Organization for which a Campaign may collect Donations.
   • “Services” means the Sites and any products or services offered by Change Heroes to its Users therein, such as the Campaign Services.
   • “Site” means http://www.ChangeHeroes.com/ and any sites or pages therein, whether accessed by web application, mobile application or otherwise.
   • “User” means any end-user of the Services, whether or not such user holds a registered account with Change Heroes. For certainty, and without limiting the generality of the foregoing, you are a User, Contacts are Users, Donors are Users, and Administrative Users are Users.
   • “User Interaction” meaning any action taken by a User within the Site.

2. 2. OVERVIEW

   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].

3. 3. USER CONTENT

   • PROFILES. In order to use the Services, you may be required to create a personal or corporate account with us. Your profile may include your name, your company’s or organization’s name (if applicable), a user ID, a profile photo, your contact information (which may include telephone number, e-mail address, and mailing address), and any other information which may be personally identifiable and collected by us from time to time (collectively, “Profile Information”).
   • CAMPAIGN CONTENT. The content and information that you provide during your use of the Campaign Services is referred to as “Campaign Information”.
   • USER CONTENT. Together, the Profile Information, the Campaign Information, and the Administrative Content (if applicable) comprise the “User Content”.
     Please note that the information we collect through our Services is not limited to the User Content. For further detail on the information we collect and how we use it, please review the Privacy Policy.
   • GRANT OF LICENSE. By creating an account with us, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use your User Content for the purposes contemplated in this Agreement.
   • RESPONSIBLE USE. You are responsible for maintaining the confidentiality of your account, passwords and User Content, as applicable. You may not share your password or other account access information with any third party. You shall be responsible for all uses of your account credentials and passwords, whether or not authorized by you, except in cases of verifiable third party hacking or other such security breach. You agree to notify Change Heroes of any unauthorized use of your account, passwords or User Content immediately upon having knowledge about such unauthorized use.
   • DELETING CONTENT. Subject to the license granted under Section 3.4, you own all of your User Content. As such, you may at any time edit or delete your User Content in whole or in part. To make edits or request deletion, please follow the procedure provided in the Privacy Policy, or contact us at [email protected].
     Notwithstanding the foregoing, and as further described in the Privacy Policy, some of Your Information (as such term is defined therein) may be provided to the Organization receiving your Donation. You understand that the Organization may require a copy of such information to persist in their records for tax purposes, and that any edits or requests to delete such content may not affect the Organization’s permitted copy.

4. 4. CAMPAIGN SERVICES

   To create a Campaign, we may provide you with the tools and functionality to do any or all of the following:

   • Choose an Organization;
   • Choose a Project;
   • Compile a list of contacts that you would like to invite to contribute to, share or otherwise engage with your Campaign as Users or Donors (the “Contacts”);
   • Customize a page (“Fundraising Page”) in which to solicit and display engagement and information related to the Campaign and its selected Organization
   • Create a general video for your Campaign page, as well as personal videos to engage your Contacts (together, the “Videos”);
   • Make a donation to your own Campaign;
   • Send customizable messages to your Contacts;
   • Monitor the Campaign’s fundraising progress;
   • View and respond to User Interactions (including but not limited to: Video and Fundraising Page views, Donations made, etc) made to the Campaign from other Users;
   • Manage your Campaign’s promotional efforts; and
   • Receive Project updates after the Campaign’s completion (collectively, the “Campaign Services”).

5. 5. ORGANIZATION SERVICE

   We may provide Administrative Users with the tools and functionality to any or all of the following within the bounds of their associated Organization:

   • Create an Organization
   • Customize, edit, and update public and private information associated with said Organization
   • Create, edit, and manage one or many Projects for an Organization
   • Recruit, view and interact with any and all Campaigns associated with a Project
   • Build and customize pages necessary for the success of a Project and its subsequent Campaigns
   • View, interact with, and download any Donation information associated with a Project and its subsequent Campaigns

6. 5. YOUR REPRESENTATIONS AND WARRANTIES

   You represent and warrant that you:

   • are 13 years of age or older, and, if under the age of 18 or the age of majority as that is defined in your jurisdiction, you are using the Services under the supervision, and with the consent, of your parent or legal guardian;
   • are using the Services in a jurisdiction where access to, or use of, the Services (or any part thereof) is not prohibited or illegal;
   • own, or have proper legal authorization to use, disclose and license, any and all content that you may contribute, upload, manage, or provide during your use of the Services (which includes the applicable User Content); and
   • are fully able and competent to enter into, and abide by, the terms of this Agreement.

7. 6. DONATIONS

   • SERVICE FEES. We may collect a reasonable transaction or service fee on Donations that are made using the Services (the “Fee”). The Fee is negotiated with each Organization and therefore may be different for each Campaign. We work collaboratively with the Organization to minimize the effect that the Fee might otherwise have on the Organization’s administrative costs related to the Project.
     The Fee is payable by the applicable Organization, but the Donor may have the option to pay the Fee instead.
   • DONATIONS. User may have the following Donation options for each Campaign:
     Recurring Donations: This option allows a User to make Donations in monthly increments (“Recurring Donations”).
     One-Time Donations: This option allows a User to make a Donation as a lump-sum, up-front (“One-time Donation”).
   • BILLING INFORMATION. In order to make a Donation to a Campaign, you may be required to provide some or all of the following information: your full name, your payment information (such as credit card information, or any information relating to any other method of payment we may accept from time to time), your Donation amount, your Donation type (whether Recurring Donation or One-Time Donation), your Campaign choice, your associated Project choice, your billing address, your e-mail address, and any other information as may be requested by Change Heroes from time to time in order to process your Donation (the “Billing Information”).
     Billing Information may be shared with, and retained by the Organization associated with the Campaign for tax purposes. For more information about our collection and use of Billing Information, see the Privacy Policy.
   • PAYMENT PROCESSING. We use third party payment processors in order to facilitate Donations (the “Payment Processor”). As a result, Billing Information is not stored on our system and is therefore not governed by this Agreement or our Privacy Policy but is governed by such Payment Processor’s terms and conditions. We disclaim all liability that may result from your use of the Payment Processor and make no representations, warranties or guarantees with regards to the Payment Processor or any Donations made through such Payment Processors.
   • RECURRING PAYMENTS. When you make a Recurring Donation while using the Services, you acknowledge and agree that this is a recurring payment and as such, incremental payments shall automatically be made to your chosen Campaign by the method you have chosen at monthly intervals until the term of recurrence is completed. You may request to prematurely end such term of recurrence by contacting us at [email protected].
   • TAX RECEIPTS. You may receive a tax receipt from Change Heroes for your Donation on behalf of the associated Organization (the “Tax Receipt”). We only provide this service when: (a) we have express permission from the applicable Organization to do so; and (b) such Organization is a registered charity or otherwise has the legal right to issue tax receipts for donations in its jurisdiction. Tax Receipts are automatically generated by Change Heroes. They are generated upon confirmation that the associated Organization receives the Donation. For questions or concerns relating to Tax Receipts generated by Change Heroes, please contact [email protected].
   • PROJECT UPDATES. By making a Donation to a Campaign, you may receive, and you hereby consent to receiving, the following electronic communications from Change Heroes:
     Tax Receipt delivered for your Donation;
     Campaign updates, including fundraising status updates, and fundraising completion notices; and
     Project updates, such as photos or articles provided by the Organization that show the use of the Campaign funds contributed (collectively, “Project Updates”).
   • REFUND POLICY. All Donations are non-refundable. While certain exceptions may be made at Change Heroes’ sole discretion, no exceptions will be afforded once the associated Tax Receipt is issued to the Donor.

8. 7. RIGHT TO USE

   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.

9. 8. RESPONSIBLE USE

   In using the Services, you shall not do any of the following:

   • transmit, post, distribute, store, or destroy material, including, without limitation, material provided by us through the Services, in violation of any applicable law or regulation governing the collection, processing, or transfer of personal information, or in breach of this Agreement and the Privacy Policy;
   • send unsolicited mail, make unsolicited phone calls or send unsolicited faxes promoting or advertising products or services to any other User of the Services, or contact any Users that have specifically requested not to be contacted by You;
   • do anything unlawful, misleading, malicious, or discriminatory;
   • post content that infringes on a third party’s rights, such as intellectual property rights;
   • post content that: is hate speech, threatening, or pornographic; incites violence; or, contains nudity or graphic or gratuitous violence;
   • post links to your Campaign, post Promotional Material (as such term is defined in Section 9.1.8, or post links to another User’s Campaign, on any site which encourages or promotes content that: is hate speech, threatening, or pornographic; incites violence; or, contains nudity or graphic or gratuitous violence;
   • bully, intimidate, or harass other Users or anyone;
   • solicit login information or access an account belonging to someone else;
   • impersonate another person;
   • misrepresent yourself, or your authority within an organization, to other Users
   • create an account, without written permission or authorization, for anyone other than yourself;
   • knowingly provide any false or incomplete information;
   • attempt to interfere with service to any User, host, or network, including for example the submission of a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing” the Services, or any part therein;
   • cover or obscure any Change Heroes webpages using HTML/CSS, scripting, or any other means, without prior written consent from us;
   • attempt to reverse engineer or jeopardize the correct functioning of the Services, or otherwise attempt to derive the source code of the Services (including the tools, methods, processes, and infrastructure) that enables or underlies the Services;
   • use any data mining, robots or similar data gathering or extraction method on the Sites;
   • violate or attempt to violate the security of the Services including attempting to probe, scan or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization; or
   • facilitate or encourage any violations of this Agreement.

10. 9. SPECIAL PROVISIONS APPLICABLE TO CAMPAIGN RUNNERS

    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:

    • Access to the Campaign Services;
    • A list of Contacts and their contact information, as provided by the Campaign Runner;
    • A list of Users and their associated User Interactions;
    • A list of Donors associated with the Campaign, including the Donation amount;
    • General tips and tricks on promoting charitable campaigns among friends;
    • Public information relating to the Organization;
    • Updates on the Project from the Organization (or the applicable Administrative User); and
    • Promotional material, such as banners, graphics, and text, that can be used by the Campaign Runner, subject to the terms of this Agreement, for the purpose of promoting the Campaign (the “Promotional Material”).

    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.

11. 10. SPECIAL PROVISIONS APPLICABLE TO ADMINISTRATIVE USERS

    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:

    • Access to, or summaries of, each of the Campaign Dashboards for the Campaigns under its management;
    • Tools to submit, edit, or delete information or material about the Organization to be published on the Services;
    • Tools to submit, edit, or delete Promotional Material;
    • Tools to submit, edit, or delete the names, descriptions, and any other information relating to the Projects offered by the Organization; and
    • Tools to further engage with Users generally, and with Campaigns under its management (collectively, any information or content provided by the Administrative User through their use of the Administrative Dashboard, and the Services generally, shall be referred to as “Administrative Content”)

    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:

    • Give notice upon discovery to Change Heroes, at [email protected], of any Campaign Content that violates this Agreement;
    • Represent yourself, and your authority within any organization, network or company, to other Users in good faith;
    • Ensure that all Administrative Content is provided in accordance with this Agreement, which includes the Privacy Policy;
    • Be solely responsible and liable for any Administrative Content provided under your account; and
    • Upon request by the organization which your Administrative User account represents, immediately relinquish all permissions, access, and control of and in such account, and assign such permissions, access and control to another individual, as appointed by the applicable organization.

12. 11. NON-CONFIDENTIALITY AND PRIVACY

    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.

13. 12. TERMINATION

    TERMINATION BY US:

    • WITH CAUSE. We may terminate your account, and your ability to access the Services or portions thereof (which may include your Campaign), at any time if you breach any one of your responsibilities, representations, warrants, or obligations provided under this Agreement.
    • WITHOUT CAUSE. We may terminate your account, and your ability to access the Services or portions thereof (which may include your Campaign), at any time and for any or no reason, at our sole discretion, upon notice sent to you via the e-mail address associated with your account. Such notice shall be deemed effective upon our sending.
    • TERMINATION BY YOU. You may delete your account at any time, for any or no reason, by sending an e-mail request [email protected]. Please note that even if you delete your account, your continued use of the Services or any part thereof will continue to be governed by this Agreement. Account termination is not effective until you receive confirmation from Change Heroes.
    • CONSEQUENCE OF TERMINATION. For information on how your User Content is treated in the event of termination, see the Privacy Policy.
    • NO LIABILITY. In no event shall Change Heroes or its licensors be liable to you or any third party 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 the termination of your account. The foregoing limitations shall apply to the fullest extent permitted by law.
    • SURVIVAL. Any provision of this Agreement which imposes an obligation after termination of this Agreement shall survive the termination of this Agreement.

14. 13. COPYRIGHT COMPLAINTS

    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:

    • a physical or electronic signature of a person authorized to act 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, a representative list of such works at that site;
    • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (URLs are best way to help us locate content quickly);
    • information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an e-mail address at which the complaining party may be contacted;
    • a statement that the complaining party has a good-faith 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

15. 14. DISCLAIMERS

    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.

16. 15. LIMITATION OF LIABILITY AND INDEMNIFICATION

    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.

17. 16. MISCELLANEOUS

    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.