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CANADAHELPS CLIENT SERVICES AGREEMENT

(Last Updated: June 20, 2019)

This CanadaHelps Client Services Agreement (“Agreement”) is a binding agreement between CANADAHELPS CANADON, a registered charity and public foundation governed by the laws of Canada, having its principal place of business at 355 Adelaide Street West, Ground Floor, Toronto, Ontario M5V 1S2 (“CanadaHelps”) and the entity you represent (“you” or the “Client”). This Agreement (together with the CanadaHelps Privacy Policy governs your use of the Services (defined below). By registering for or using the Services, you agree to be bound by the terms of this Agreement.

1. SERVICES
2. DONATION DISBURSEMENT AND TRANSACTION FEES
3. CLIENT PROFILE AND CLIENT CONTENT
4. CLIENT OBLIGATIONS
5. INTELLECTUAL PROPERTY
6. REPRESENTATIONS AND WARRANTIES
7. WARRANTY DISCLAIMER, INDEMNITY AND LIMITATION OF LIABILITY
8. TERMS AND TERMINATION
9. CONFIDENTIALITY AND PRIVACY
10. GENERAL PROVISIONS
Schedule A: Services
Schedule B: CanadaHelps Mark

 

ARTICLE 1– SERVICES

1.1 Services

CanadaHelps provides a free directory listing of registered Canadian charities through an Internet portal located at http://www.canadahelps.org (the “Site”).

In addition, CanadaHelps will provide Client the optional “value-added” services selected by Client to facilitate on-line donations (“Donations”) to Client by donors (“Donors”), as more fully described in Schedule A below (the “Services”) in accordance with the terms of this Agreement.

In order to receive certain Services, Client must first complete the Banking Information Form as described in Section 2.4.

ARTICLE 2– DONATION DISBURSEMENT AND TRANSACTION FEES

2.1 Donation Funds

All Donations made through the CanadaHelps Services (whether through our website for donors, our tools and services for registered Canadian charities, or our services provided to our partners) are made directly to CanadaHelps (who issues Donors their tax receipts). CanadaHelps then transfers the donated amount (minus its non-commercial service fee) to the registered charity selected by the Donor in accordance with the terms of this Agreement.

All Donations, regardless of method of collection, will be held by CanadaHelps for the benefit of Client and will be segregated in CanadaHelps’ accounting system from all other Donations collected on behalf of other clients of CanadaHelps. As described in CanadaHelps Disbursement Policy, CanadaHelps will use commercially reasonable efforts to transfer Donations (less any Transaction Fees as outlined in Section 2.1) held by CanadaHelps to the Client Account in accordance with the then current disbursement schedule as posted on the Site from time to time (the “Disbursement Schedule”).

2.2 Transaction Fees

CanadaHelps is a not-for-profit registered Canadian charity. To support our service offerings and in consideration for the Services, Client will pay to CanadaHelps the applicable Transaction Fees, which are assessed on a per Donation basis according to the type of donation and rates published on the CanadaHelps Site at: https://canadahelps.org/en/for-charities/pricing/ and which are deducted from the Donations transferred to the Client Account in accordance with Section 2.1. No Transaction Fees are payable unless Client receives Donations through the Services or otherwise receives Event Services.

CanadaHelps reserves the right from time to time to change the Transaction Fees as well as to introduce new fees and charges. CanadaHelps will use commercially reasonable efforts to notify Client of any changes to its Transaction Fees or the introduction of new fees by email and will post its current Transaction Fees on the Site. Changes to the Transaction Fees will be published on the Site in advance of the effective date of the change and will become effective as of the date indicated as the “effective date” in such posting.

2.3 Return of Donation

In the event that a Donation is rejected or reversed following receipt by CanadaHelps for any reason, including payments made in error, credit card chargebacks, NSF, refund requests, suspected or actual fraud, in whole or in part, then:

  1. if the Donation rejection/reversal request occurs prior to disbursement of such amounts to Client Account pursuant to Section 2.1, then CanadaHelps will simply stop payment of the Donation prior to transfer to Client;
  2. if the Donation rejection/reversal occurs following disbursement of such amounts to Client Account pursuant to Section 2.1, then Client will be liable to refund such rejected Donation amount in full to CanadaHelps and will reimburse CanadaHelps for any directly related out-of-pocket expenses and reasonable administrative costs incurred by CanadaHelps related thereto (collectively, the “Refund Amount”). In this latter instance:
    1. if CanadaHelps gave effect to the Donation transfer by cheque, Client will pay the Refund Amount to CanadaHelps by cheque;
    2. if CanadaHelps gave effect to the Donation transfer by Electronic Money Transfer (EFT), then after notifying you of the Refund Amount, CanadaHelps will debit the Client Account for the full Refund Amount in accordance with the Banking Information Form.

2.4 Client Banking Information

In order to use Customizable Donations Forms, Client is required to duly complete and return the Banking Information Form to CanadaHelps. Although not required, it is recommended that Clients who wish to receive only the Charity Profile Services also duly complete and return the Banking Information Form.

For the purposes of Donation transfers and returns referred to in Section 1.1 and Section 2.3 respectively, and other payments required to be made pursuant to this Agreement, Client authorizes CanadaHelps to make debits and credits solely in accordance with this Agreement and the Banking Information Form by using an electronic funds transfer system.

Client is responsible for promptly notifying CanadaHelps in writing of any change in Client’s account information using the Change of Banking Information Form found on the Site. The Change of Banking Information Form will supersede the original Banking Information Form and any subsequent changes to the original banking information upon receipt. Previous banking information will be destroyed.
The information in the Banking Information Form will be treated as Confidential Information under this Agreement.

2.5 Taxes

If Client is using the Site for Events, Client is responsible for determining whether any taxes, including Goods and Services Tax, Harmonized Sales Tax or provincial sales tax applies and Client will be responsible for remitting all such taxes to the appropriate authorities out of the funds collected by Client.

Where the Site is used for Events and there is an advantage to the Donor to be deducted from the amount of the Donation, Client will provide CanadaHelps with the information necessary to issue receipts in accordance with the provisions of the Income Tax Act (Canada), as amended, and any applicable Canada Revenue Agency guidance.

ARTICLE 3 – CLIENT PROFILE AND CLIENT CONTENT

3.1 Client Profile

If Client chooses to use the Services, CanadaHelps will provide Client with a unique login and password to access Client’s CanadaHelps account so that Client can access and maintain up-to-date information about Client (the “Client Profile”). Client is responsible for maintaining the confidentiality of Client’s login and password. Client is responsible for all use of the Services under Client’s login and password whether or not authorized by Client. Client will notify CanadaHelps immediately of any unauthorized use of Client’s login or password. Client will be responsible for ensuring that the Client Profile remains accurate and up-to-date.

3.2 Client Content

CanadaHelps reserves the right to remove or modify any content provided by Client contained in the Client Profile or otherwise provided by Client to CanadaHelps using the Services (collectively, the “Client Content”) that CanadaHelps, acting reasonably, considers to be offensive, harmful to the business or reputation of CanadaHelps or the goodwill associated therewith, or otherwise objectionable. In no event will CanadaHelps, its licensors or suppliers be liable for any unauthorized access to, or alteration, theft or destruction of any content contained in the Client Content on the Site, whether caused by accident, fraudulent means or devices or otherwise.

ARTICLE 4 – CLIENT OBLIGATIONS

4.1 Communication with Donors and Donor Information

Client will be able to use the CanadaHelps Tools available on the Site (the “CanadaHelps Tools”) to send thank you emails to Donors who have made Donations to Client without access to any personal information about Donors (“Donor Information”). In addition, if Client has complied with the applicable validation process set out on the Site, Client may obtain access to Donor Information.

In the event that Client obtains access to Donor Information, Client agrees that it will: (i) comply with all applicable laws relating to the collection, use or disclosure of Donor Information (including all applicable privacy laws); (ii) maintain the confidentiality of all Donor Information in accordance with Article 9 of this Agreement; and (iii) collect, use and disclose personal information only in accordance with CanadaHelps Privacy Policy (available on the Site), as it may be updated from time to time.

Without limiting the generality of the foregoing, Client will not include any Donor Information on any donor list sold or provided by Client to any third party. In addition, if CanadaHelps communicates the contact preferences (for example, an “unsubscribe” request) of a Donor to Client, Client will promptly comply with such contact preferences.

4.2 Use of Services

Client will use the Services solely in accordance with Client’s officially published mandate.

Client acknowledges that the information it provides as part of Client’s Profile or as part of communications provided through the Customizable Fundraising Services will be made available to visitors to the Site. Client will not make available or provide to CanadaHelps, whether as part of Client’s Profile or otherwise, any confidential information of Client or any proprietary information that may not be reproduced, published or communicated to the public as contemplated under this Agreement.

Client agrees not to use the Services in connection with any of the following activities: (a) sending and relaying spam, impersonating another person or entity, falsely misrepresenting Client’s identity or Client’s affiliations; (b) any illegal or fraudulent purposes; (c) transmitting or distributing any objectionable material that is illegal, harassing, defamatory, tortious, sexually explicit, obscene, hateful, or racist; (d) transmitting material that contains computer programs including but not limited to viruses, Trojan horses, worms, time bombs, and cancel bots, which are designed to disrupt, destroy, harm, or damage the operation of the Site or any computer.

CanadaHelps reserves the right at any time, in its discretion, to remove or modify any Client Content that CanadaHelps deems to be in violation of this Agreement or to be offensive, harmful to the business or reputation of CanadaHelps or the goodwill associated therewith.

4.3 Use of CanadaHelps Donation Forms

In the event that Client chooses to embed Donation Form(s) on its website: (a) Client agrees to embed such forms only on the Client’s secure webpage, which is the webpage of a Canadian Registered Charity that has signed up with CanadaHelps and agreed to this Client Services Agreement; and (b) CanadaHelps may request a printout sample of the placement of such Donation Form on Client’s website for approval by CanadaHelps.

In the event that Client loses its status as a registered charity or violates the terms of this Agreement, upon written notice from CanadaHelps, Client will discontinue use of the Donation Forms and promptly remove such Donation Forms from Client’s website.

4.4 Third Party Services

Client is responsible, at Client’s sole expense, for obtaining, licensing and maintaining all equipment, software and telecommunications or other services which are necessary in order to use the Services.

ARTICLE 5 – INTELLECTUAL PROPERTY

5.1 Ownership

Except for the rights expressly granted under the Agreement, as between CanadaHelps and Client:

  1. CanadaHelps retains all right, title and interest in and to the Site, and the Services, including, without limitation, all Intellectual Property Rights therein (“CanadaHelps Property”); and
  2. Client retains all right title and interest in and to the Client Content (with the exception of any CanadaHelps Property), including all Intellectual Property Rights therein.

5.2 CanadaHelps License

During the Term of this Agreement, CanadaHelps hereby grants to Client a limited, non exclusive, non-transferable, royalty-free licence to use the CanadaHelps Tools solely for the purpose of using the Services in accordance with the terms of the Agreement.

5.3 Client Licence

During the Term of this Agreement, Client hereby grants to CanadaHelps a non exclusive, non-transferable, irrevocable, world-wide, royalty-free licence to use, perform, reproduce, have reproduced, distribute, transmit, display or modify any Client Content in connection with this Agreement, and to permit visitors to the Site to access, download and make copies for their own personal use, any Client Content.

Without limiting the generality of the foregoing, CanadaHelps may use the Client Content to promote charities including: (i) in feature spots that may be used on the Site’s homepage rotator or on the Site’s “Browse Charity Campaign” page or within a blog post on the Site; (ii) in eNewsletters sent to the CanadaHelps’ donor list; (iii) within CanadaHelps promotional videos, brochures, presentations and other marketing materials; (iv) for display purposes within CanadaHelps’ offices; (v) with digital marketing services to improve the efficacy of our Internet search results; and (vi) with your permission, on other third party websites that wish to promote your charity.

In no event will CanadaHelps, its licensors or suppliers be liable for any unauthorized access to, or alteration, theft or destruction of any content contained in Client’s Profile on the Site which is caused by accident, fraudulent means or devices or otherwise.

5.4 Trademarks licenses

For the purposes of this Agreement, “Marks” means domain names, trade-marks, trade names, brands, business names, designs, graphics, logos and other commercial symbols and indicia of origin, and any goodwill associated therewith.
The Client Content includes any of Client’s Marks that Client provides or makes available to CanadaHelps in connection with the Services (“Client’s Marks”). The right and license granted by Client under this section will survive any termination or expiration of this Agreement.

Client represents that it is the owner or licensee of the Client Marks and hereby grants to CanadaHelps a non-exclusive licence to use the Client Marks in connection with this Agreement and the provision of the Services. CanadaHelps will use the Client Marks in the form provided.

CanadaHelps represents that it the owner or licensee of the Marks listed as the “CanadaHelps Marks” in Schedule B of this Agreement. CanadaHelps may, in its sole discretion, grant to Client a non-exclusive licence to use some or all of the CanadaHelps Marks on Client’s website or elsewhere in connection with this Agreement in compliance with any guidelines for the usage thereof provided by CanadaHelps to Client at any time and from time to time.

Client and CanadaHelps will each retain all right, title and interest in and to their respective Marks and nothing in this Agreement will convey to either party any right of ownership in the other party’s Marks. Neither party will now or in the future contest the validity of the other party’s Marks. The licensee of the Marks will not take any action inconsistent with the owner’s ownership of the Marks and any benefits occurring from the use of such Marks will automatically vest in the owner.

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Client

Client represents, warrants and covenants that:

  1. Client is a charity registered either as a charitable organization, private foundation or public foundation or other qualified donee, as those terms are defined under section 149.1 of the Income Tax Act (Canada), as amended;
  2. Client fully complies and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, the Income Tax Act (Canada), as amended, all other taxation, privacy laws and anti-spam legislation;
  3. Client has full power and authority to enter into this Agreement and the
  4. execution and performance of its obligations under this Agreement does not conflict with:
    1. any laws, rules, regulations or governmental guidelines to which Client is subject; or
    2. any other agreements to which Client is a party or to which Client is otherwise bound;
  5. Client owns or has the authority to grant the rights and licences granted to CanadaHelps by Client under this Agreement; any Client Content when used, performed, reproduced, distributed, transmitted, displayed or modified by CanadaHelps as permitted under this Agreement does not violate the rights of any third party including, without limitation, any patents, trade-marks, copyrights (including performer’s rights), trade secrets, trade names and other Intellectual Property Rights whether registered or not (collectively, the “Intellectual Property Rights”);
  6. Client has obtained all necessary waivers of moral rights from authors of any Client Content to permit the use, performance, reproduction, transmission, distribution display or modification of such content by CanadaHelps as permitted under this Agreement and the use of such content by CanadaHelps in accordance with this Agreement will not require any additional consents, permissions or approvals from or payments to any third party;
  7. any Client Content complies with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity and privacy laws;
  8. the use of the Client Marks by CanadaHelps as permitted under the Agreement does not violate the rights of any third party including, without limitation, any Intellectual Property Rights;
  9. Client has provided accurate information to CanadaHelps with respect to the information necessary to provide receipts including the amount of the Donation and any advantage to the Donor to be deducted from the amount of the Donation in accordance with the provisions of the Income Tax Act (Canada), as amended, and any applicable Canada Revenue Agency guidance, where required; and
  10. Client has taken reasonable safeguards to prevent malicious conduct on its website when using CanadaHelps Site or Services including CanadaHelps Donation Forms

ARTICLE 7 – WARRANTY DISCLAIMER, INDEMNITY AND LIMITATION OF LIABILITY

7.1 Warranty Disclaimer, Indemnity and Limitation of Liability

In view of CanadaHelps’ non-profit, charitable status, and in consideration of CanadaHelps’ agreement to provide the Services to Client, Client acknowledges and agrees that:

  1. In no event will CanadaHelps, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors be responsible for losses, damages or expenses of any kind whatsoever caused to Client, Donors or any third party relating to or arising in any manner under or in connection with this Agreement or the Services. Without limiting the generality of the foregoing, in no event will CanadaHelps, its licensors or suppliers be liable for damages for loss of profits, loss of data or information, business interruption or other pecuniary loss relating to or arising in any manner under or in connection with this Agreement or the use of the Services or the Site or the ability or inability to use the Services or the Site or the ability or inability of the Services or the Site to be used with any software, systems or equipment of Client or the failure by CanadaHelps to provide any or all of the Services in a timely or proper manner or at all. If the exclusion of liability set out in this Section 7.1(a) is held to be unenforceable or inapplicable for any reason, in no event will the total cumulative liability of CanadaHelps, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors in connection with this Agreement or the Services exceed the total sum of Transaction Fees paid by Client to CanadaHelps in the six months preceding the date on which the applicable claim arose.
  2. In no event will CanadaHelps, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors be liable to Client, Donors or any third party for any special, indirect, incidental, or consequential damages, even if CanadaHelps, its affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
  3. The Services and the Site are provided to Client on an “as is” basis without representations, warranties or conditions of any kind. As between the parties, Client assumes responsibility for determining the suitability of the Services or the Site, for the use of the Services or Site and for the results obtained. If Client is using the Site for Events, Client is responsible for determining whether any taxes, including Goods and Services Tax, Harmonized Sales Tax or provincial sales tax applies and Client will be responsible for remitting all such taxes to the appropriate authorities out of the funds collected by Client. CanadaHelps disclaims all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services or the Site are secure, or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

7.2 Scope of Limitation and Disclaimer

The foregoing limitations and disclaimers apply regardless of the causes or circumstances giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based on negligence or any other tort, strict liability, breach of contract including, without limitation, breach of a fundamental term, product liability or infringement of any intellectual property right.

7.3 Client Indemnity

Client will indemnify and hold CanadaHelps, its affiliates, directors, officers, agents, employees, suppliers, subcontractors and licensors harmless from and against any losses, damages and expenses (including legal fees) (“claims”) arising out of or relating to:

  1. Any claims or demands made by Donor or any third party due to or arising out of Client’s use of the Services or the Site, unless such claim is directly and solely caused by the gross negligence or the intentional or wilful misconduct of CanadaHelps, its affiliates, directors, officers, agents, employees, subcontractors or licensors;
  2. Client’s violation of any of the terms and conditions of this Agreement, including, without limitation, any of Client’s representations and warranties;
  3. Client’s violation of any applicable laws, including, without limitation, the Income Tax Act (Canada) as amended, all other taxation, privacy laws and anti-spam legislation; or
  4. The Client Content or Client Marks, including, without limitation, that the Client Content or Client Marks infringe the Intellectual Property Rights of any third party or that the Client Content is libellous, slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party.

ARTICLE 8 – TERMS AND TERMINATION

8.1 Term

The term of this Agreement will begin on the Effective Date and will continue until this Agreement is terminated as provided for herein (the “Term”).

8.2 Termination by CanadaHelps

CanadaHelps may terminate this Agreement, with or without cause and without paying any termination fees, charges or other amounts, at any time immediately upon written notice to Client.

8.3 Termination by Client

Client may terminate this Agreement, with or without cause and without paying any termination fees, charges or other amounts, at any time immediately upon written notice to CanadaHelps.

8.4 Post-Termination Obligations

Unless otherwise requested in writing by Client that Client wishes to deactivate its Client Profile, or at the discretion of CanadaHelps, CanadaHelps may maintain the Client Profile on the Site following the termination of this Agreement, including for CanadaHelps’ audit or other record retention purposes. Client will immediately cease all use of and access to the Site following the termination of this Agreement.

ARTICLE 9 – CONFIDENTIALITY AND PRIVACY

9.1 Confidential Information

For the purposes of this Agreement, “Confidential Information” means, with respect to either party, the non-public, confidential, secret or proprietary material and information of such party that has been or may be, directly or indirectly, disclosed to, or come into the possession or knowledge of, the other party, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into this Agreement.

Each party will maintain the confidentiality of all Confidential Information of the other party and will not release, disclose, use, make available or copy any such Confidential Information without the prior written consent of the disclosing party except as necessary to carry out its obligations under this Agreement. Each party may disclose the other party’s Confidential Information to its employees, agents or subcontractors on a need-to-know basis only and subject to entering into a non-disclosure agreement. Each party will not use in any way, for its own account or for the account of any third party, except as expressly permitted by, or required to achieve the purposes of this Agreement, or disclose to any third party (except to that party’s legal advisor, accountants or other advisors as reasonably necessary), any of the other party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information, at least as stringent as it takes to protect its own Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:

  1. is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
  2. becomes known to the receiving party directly or indirectly from a third party source not having an obligation of confidentiality to the disclosing party;
  3. becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through a breach of this Agreement by the receiving party;
  4. is independently developed by the receiving party; or
  5. is required to be disclosed by a government authority or by law, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

9.2 Privacy

  1. CanadaHelps and Client will collect, store, use and disclose any Personal Information of Donors in accordance with applicable data protection and privacy laws (including, without limitation, privacy, data protection and anti-spam laws) and consistent with the CanadaHelps Privacy Policy. “Personal Information” means information about an identifiable individual or as otherwise defined by any applicable privacy or data protection law, statute or regulation. Client may access Donor Information only if your charity has been verified by CanadaHelps pursuant to the applicable validation process and only if the Donor has elected not to remain anonymous (in select cases where such option is provided to Donor)
  2. All donations made through CanadaHelps (whether through our Site or our CanadaHelps Tools) are made directly to CanadaHelps (who issues donors their tax receipts). CanadaHelps collects and processes the donor’s personal information submitted through the Website. In this sense, CanadaHelps is a data controller in relation to the processing of such Personal Information. However, in certain limited circumstances (for example, if CanadaHelps offers “Event Services” to Client), Client will collect personal information from individuals on its own behalf (using CanadaHelp’s tools and services) and CanadaHelps will process such Personal Information as a data processor on Client’s behalf (as the terms “controller” and “processor” are defined under the EU General Data Protection Regulation – “GDPR”).
  3. Moreover, at the donor’s express request, CanadaHelps may also disclose Personal Information about its individual donors to the charities they support, including the Client. Under such circumstances, Client would be considered to be the data controller as regards such disclosed Donor personal information and will thereafter be entirely accountable for Client’s subsequent use and processing of such Personal Information.
  4. Client (and CanadaHelps, in the limited circumstances where CanadaHelps acts as a data processor for Client, as the case may be) shall access, use, manage, process and retain Personal Information received from the other party or from Donors only to fulfill the purposes for which it was made available to such party and will not be transferred, disclosed or accessed by any third party without the express written consent of the Donor (or any other relevant individual), except as authorized by law.
  5. Client (and CanadaHelps, in the limited circumstances where CanadaHelps acts as a data processor for Client, as the case may be) shall establish and maintain reasonable safeguards against the unauthorised access, disclosure, copying, use or modification, destruction, loss, theft, or alteration of Donor personal Information, including administrative, operational, organizational, technical and physical safeguards, designed to: (a) ensure the security and confidentiality of Personal Information that is processes pursuant to this Agreement; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized or unlawful access, use, disclosure, alteration or processing of such Personal Information; (d) protect against accidental loss or destruction of, or damage to, such Personal Information; (e) provide adequate security measures for any transmission of such Personal Information; and (f) provide for the proper disposal or destruction of such Personal Information (“Security Safeguards”)
  6. In the event of a breach of any Client Security Safeguards that relates to the Personal Information of Donors, Client will report such incident to CanadaHelps at to the attention of our Chief Privacy Officer (by telephone at 1-877-755-1595 or by email at info@canadahelps.org) within no more than twelve (12) hours of becoming aware of the incident. In the limited circumstances, where CanadaHelps acts as a data processor for Client under this Agreement (as the case may be), in the event of a breach of any CanadaHelps Security Safeguards that relates to the Personal Information of Donors, CanadaHelps will promptly report such incident to Client.
  7. Client will honour the contact preferences of Donors as communicated from time to time to Client by CanadaHelps.
  8. Without limitation to any other rights or remedies available to CanadaHelps at law or in equity, failure by Client to comply with CanadaHelps’ Privacy Policy, applicable laws or the preferences of Donors may result in the immediate termination of this Agreement by CanadaHelps or the refusal by CanadaHelps to provide Donor information to Client.

ARTICLE 10 – GENERAL PROVISIONS

10.1 Changes to Services

CanadaHelps reserves the right to change, modify or discontinue any or all of the Services and to suspend the Services for maintenance and testing purposes at any time and from time to time upon written notice to Client.

10.2 Relationship of the Parties

Nothing contained in this Agreement will be deemed or construed by the parties hereto or any third party to create the relationship of partnership or joint venture between the parties, it being understood that the parties will at all times remain independent parties contracting for Services.

10.3 Assignment

This Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party will assign or transfer this Agreement or any of its rights under this Agreement, whether directly or indirectly, without first obtaining the prior written consent of the other party, such consent not to be unreasonably withheld, except that in the event CanadaHelps transfers its tax-exempt status as a registered charity to another corporation, CanadaHelps will be permitted to assign this Agreement to such transferee without prior written consent of Client.

10.4 Notice

All notices or other communications pursuant to this Agreement will be in writing and will be delivered personally, sent by registered mail (with postage prepaid) or transmitted by e-mail to the intended recipient at the address provided in this Agreement or to such other address as either party may have furnished to the other party in writing in accordance herewith. Any such notice or communication will be deemed to have been received on the date on which it was delivered or transmitted by electronic communication, or on the third business day next following the mailing of such notice.

10.5 Governing Law

This Agreement will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Each of Client and CanadaHelps hereby irrevocably attorn to the jurisdiction of the Ontario courts in respect of any matter concerning this Agreement.

10.6 Survival

The provisions of Sections 1.1, 2.1, 2.3, 2.4, 5.1, Article 6, Sections 7.3, 8.4 and Article 9, and all other provisions which either expressly or by their nature survive, will survive termination or expiration of this Agreement.

10.7 Entire Agreement

This Agreement and the documents referred to or incorporated herein by reference contain the entire agreement between CanadaHelps and Client with respect to the subject matter thereof and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in this Agreement and in the schedules attached hereto and the documents referred to or incorporated into this Agreement by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.

10.8 Amendment

This Agreement cannot be modified, varied, amended or supplemented in any way by Client. CanadaHelps reserves the right to modify, vary, amend or supplement this Agreement, including changes to Transaction Fees, Disbursement Schedule, Services or other fees or charges, at any time and from time to time. CanadaHelps will post the current version of this Agreement on the Site and each such change will be effective upon posting on the Site or upon the date designated by CanadaHelps as the “effective date” (if any). Client’s continued use of the Services following any such change constitutes Client’s agreement to be bound by and its acceptance of this Agreement as so modified.

10.9 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the Parties.

10.10 Force Majeure

Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes), except that non-payment of amounts due under this Agreement will not be excused by this provision.

10.11 No Waiver

Any waiver by CanadaHelps of any of the provisions of this Agreement will not constitute a waiver of any other provision hereof (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by CanadaHelps in writing.

10.12 Language

The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including the Banking Information Form and all notices, have been and will be drawn up in the English language only. A French version of this Agreement and the Banking Information Form will be made available upon request by Client, however, the English version of such documents will govern. / Les parties aux présentes confirment leur volonté que la présente convention, de même que tous les documents qui s’y rattachent, y compris tout formulaire de renseignements bancaires et tout avis, soient rédigés en langue anglaise. Le client pourra obtenir sur demande la version française de la présente convention et du formulaire de renseignements bancaires, mais la version anglaise de ces documents prévaudra sur la version française.

Schedule A

Services

CanadaHelps offers the following “value-added” Services, at Client’s option:

1. Client Profile Services

CanadaHelps offers services that help increase the Client’s online profile to facilitate on-line donations (“Donations”) to Client by donors (“Donors”), including the following:

  1. post the Client Profile and content provided by Client on the Site;
  2. provide Client with access to information to enable Client to send thank you emails to Donors who have made Donations to Client through the Site; and
  3. if Client has complied with the validation process outlined on the Site, provide Client with access to information (“Donor Information”) about Donors who have made Donations.

2. Customizable Fundraising Services

By opening a charity account, you will have access to an array of Customizable Fundraising Tools for charities, including: Customizable Donation Forms, Charitable Events, and Peer-to-Peer Social Fundraising that are designed to allow CanadaHelps accept eligible on-line Donations made to Client by Donors through one or several of the following sources (as applicable):

  1. the Site (including through the Client Profile page on the Site and any campaigns created by Client);
  2. customizable fundraising pages created and managed by Client such as peer-to-peer social fundraising pages and Events pages; or
  3. third party online portals, as available from time to time.

3. Donation Disbursement and Receipting Services

As regards all Donations received from Donor through CanadaHelps Tools, CanadaHelps will provide the following Donation Disbursement and Receipting Services:

  1. e-mail Donation receipts to Donors for the eligible amount (if any) of the Donation, as allowed under the Income Tax Act (Canada), as amended, and the Canada Revenue Agency guidance, using CanadaHelps’ charitable business number 896568417RR0001, or where Client is using the Site for Events, CanadaHelps will collect the Donations from the Events as an agent of Client and all Donation receipts, where issued, will be issued in Client’s name and will contain Client’s charitable business number;
  2. transfer Donations minus the applicable transaction fees as described in Section 2.1 (the “Transaction Fees”) to the bank account of Client (the “Client Account”) specified in the Banking Information Form, as described in Section 2.4 using electronic funds transfer, as per CanadaHelps’ Disbursement Schedule as defined in Section 2.1; and
  3. provide Client with information about Donations and information about Donation receipts e-mailed to Donors in accordance with CanadaHelps’ Privacy Policy, as may be amended from time to time.

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CANADAHELPS MARKS

“CanadaHelps”
“CanadaDon”
“GIVING MADE SIMPLE”
“LE DON EN TOUTE SIMPLICITÉ”