(Last Updated: February 7, 2019)
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.
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”).
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.
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:
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.
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.
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.
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.
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.
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.
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.
In the event that Client chooses to embed Donation Form(s) on its website: (a) Client agrees to embed such forms only on a secure webpage; 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.
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.
Except for the rights expressly granted under the Agreement, as between CanadaHelps and Client:
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.
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.
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.
Client represents, warrants and covenants that:
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:
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.
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:
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”).
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.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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):
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:
“GIVING MADE SIMPLE”
“LE DON EN TOUTE SIMPLICITÉ”