1. Acceptance of Terms
The website changeitcanada.com (the “Website”) is owned and operated by Formulating Change Inc. (“FCI”, “we”, “us", “our”). This user agreement (“Agreement”) is an agreement between FCI and you (“you”) and applies to your use of our products, software, services and/or websites that are used to facilitate online donations to registered charitable organizations/Registered Canadian Amateur Athletic Associations (RCAAA) (collectively, “Services”). You must read, agree with and accept all of the terms and conditions contained in this Agreement. In addition, in order to become a user of the Services, you must read, agree with and accept any agreements applicable to the Services. This Agreement affects your rights and you should read it carefully. We encourage you to print this Agreement and/or save a copy for your reference.
3. Making Donations
Your use of the Services for Donations is free of charge. All Donations made by you to a Charitable Organization/RCAAA are made from the payment accounts that you register with us (“Your Payment Accounts”). Your Donations are made through the Services to Charitable Organizations/RCAAAs on your behalf based on your Instructions (as defined below). Donation amounts are calculated based on purchase activity on the payment cards associated with Your Payment Account that you register for use with the Services (“Your Payment Cards”). We refer to these as Virtual Change® Donations.
You must enter into an agreement with your financial institution authorizing that financial institution to debit or credit (as the case may be) funds from your account for the purposes of making Donations through the Services (a “FI Agreement”) prior to being able to make any Donations. You acknowledge and agree that FCI shall not be a party to the FI Agreement and any disputes, claims and liabilities arising under any FI Agreement shall be between you and the applicable financial institution. This paragraph will survive the termination or expiration of this Agreement.
Virtual Change® Donations are recurring Donations made to Charitable organizations/RCAAAs based on amounts equal to the rounded up amounts of purchases made using Your Payment Cards (the “Virtual Change® Amount”). To calculate Virtual Change® Amounts, FCI rounds your purchase amounts to the dollar threshold and/or a percentage amount specified by you from time to time in your Instructions (as defined below). For each such Donation, an amount equal to the aggregate of Virtual Change® Amounts for the time period that is specified in your Donor Preferences page of the website (for example, on a monthly basis) will be charged to Your Payment Accounts.
You agree to FCI storing Your Payment Card information on our secure servers (or the servers of our third party providers who are under contractual obligations to protect your Personal Information). For the purposes of this Agreement, “Instruction" means an instruction that is communicated to FCI by your account in connection with the Services.
In the event that a Charitable organization/RCAAA is no longer eligible to receive Donations in connection with the Services (an “Ineligible Charitable organization/RCAAA”), including, but not limited to, in the case where such Charitable organization/RCAAA is no longer a registered Charitable organization/RCAAA with the Canada Revenue Agency, you will be informed by us of such Ineligible Charitable organization/RCAAA’s change in status. Until you provide us with new Instructions, we will continue to aggregate and charge Your Payment Accounts for Virtual Change® Amounts and: (A) in the case where you are making Donations to multiple Charitable organizations/RCAAAs, the funds that would have otherwise gone to the Ineligible Charitable organization/RCAAA (and charged to Your Payment Accounts) will be proportionally donated to the other Charitable organizations/RCAAAs selected by you prior to such time; or (B) in the case where the Ineligible Charitable organization/RCAAA was the only Charitable organization/RCAAA that you have selected to make Donations to, such aggregated Virtual Change®Amounts will accrue in your account with us until any new Charitable organizations/RCAAAs are selected by You, at which time the accrued Donation amounts will be disbursed to the newly selected Charitable organization(s)/RCAAA(s).
Tax receipts for Donations are issued to you by Charitable organizations/RCAAAs and not FCI and may or may not be issued in accordance with each Charitable organization/RCAAA’s respective policies. Any dispute with respect to a tax receipt shall be between you and the applicable Charitable organization/RCAAA. You hereby acknowledge and agree that FCI is not responsible for the provision of any tax receipts and shall have no liability to you in connection with any failure to receive any tax receipt from a Charitable organization/RCAAA. This paragraph shall survive the termination or expiration of this Agreement.
You acknowledge and agree that Your Payment Cards are governed by the applicable card issuer agreements and that such agreements govern your use of Your Payment Cards in connection with the Services, and you must refer to those agreements and not this Agreement to determine your rights and liabilities as a cardholder. This paragraph will survive the termination or expiration of this Agreement.
You should regularly log into your account and review your account history statement to ensure that there has not been an unauthorized transaction or processing error. You should immediately notify FCI if you believe: (i) there has been an unauthorized transaction or unauthorized access to your account for the Services; (ii) there is an error in your transaction history statement (you can access your transaction history by logging into your Account and clicking on a link to ‘Reports’ to view your transaction history); (iii) any part of your Account information has been changed without your authorization; (iv) any of Your Payment Accounts or Your Payment Cards that you have registered for use with the Services has/have been lost, stolen or deactivated (as applicable); (v) you need more information about Virtual Change® Amount listed in your Donation history; or (vi) you need more information about a Donation made from Your Payment Account.
You agree that FCI may rely on your Instructions (including your electronic acceptance of this Agreement and other online agreements) as if you had provided FCI with a paper copy of them. You agree that FCI may maintain a database of your Instructions.
You acknowledge and agree that once a Donation is made from Your Payment Account, the amounts charged for Donations cannot be returned. This paragraph will survive the termination or expiration of this Agreement.
4. Your Account and Credentials
When establishing your account for use of the Services, you will be able to select your username and password. You must carefully select your password so that it cannot be easily guessed by anyone else. You are responsible for maintaining the confidentiality of your password and account at all times, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. FCI cannot and will not be liable, directly or indirectly, for any loss or damage arising from your failure to comply with this Section 4. The foregoing disclaimers and limitations of liability will survive the termination or expiration of this Agreement.
If you suspect that someone else knows your password, you must change it immediately. In the event of any unauthorized use of your account or any other breach of security, you must also immediately notify us and follow any instruction given to you. You agree that you are entirely responsible for maintaining the confidentiality of your username, password, financial card information and other account information (collectively, the “Account Information”).
You agree that FCI will not be liable for any loss that you may incur as a result of someone else using your Account Information, either with or without your knowledge. You agree that you will be responsible for all activity in your account, whether initiated by you, or by others on your behalf, or by any other means, until you: (i) notify FCI of a breach at http://changeitcanada.com/home/send_us_a_message (ii) delete your account; and/or (iii) prove that your account security was compromised due to a fault of our systems. You further agree that you will be held liable for losses incurred by FCI or another party due to someone else using your Account Information. FCI SPECIFICALLY DISCLAIMS LIABILITY FOR ANY ACTIVITY IN YOUR ACCOUNT, WHETHER AUTHORIZED BY YOU OR NOT. For security purposes, you must keep Account Information in a secure location and take precautions to prevent others from gaining access to your Account Information. This paragraph will survive the termination or expiration of this Agreement.
5. Your Information
You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services registration and/or submission process including, but not limited to Account Information, any of Your Payment Card information. You must promptly inform us of any of the following: cancelation or replacement of any of Your Payment Cards; changes in the expiration date of any of Your Payment Cards; changes in any Account Information; and apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of an ID or password. You agree to notify FCI immediately upon learning of any potential breach of your Services account.
6. Changes to the Services
FCI may add, delete or change the features or functions of the Services, at any time in FCI's sole discretion. If FCI deems it reasonably practicable to do so and if the change adversely affects your usage of the Services, FCI will notify you of the change in advance. Otherwise, FCI will notify you of the change as soon as reasonably practicable after it is implemented, which notice may be given electronically. FCI may cause the Services to be temporarily unavailable to you, either with or without prior notice, for site maintenance, security or other reasons, and you acknowledge that factors beyond FCI's reasonable control, such as telecommunications failure or equipment failure, may also cause the Services to be unavailable to you.
In connection with your use of the Services, or in the course of your interactions with FCI, Charitable organizations/RCAAAs, or third parties, you will not: (i) breach this Agreement, or any other agreement or policy that you have agreed to with FCI; (ii) violate any law, statute, ordinance, or regulation; (iii) infringe FCI’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iv) act in a manner that is defamatory, trade libelous, threatening or harassing; (v) provide false, inaccurate or misleading information; (vi) send or receive what we reasonably believe to be potentially fraudulent funds; (vii) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; (viii) use your account or the Services in a manner that FCI, Visa, MasterCard, American Express, Interac or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules; (ix) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (x) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; (xi) use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; (xii) or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with the Website or the Services; (xiii) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
8. Card Suspension or Account Termination
Your use of the Services is with our permission, which may be revoked at any time and for any reason. You agree that at our discretion, we may suspend or permanently terminate your access to the Services for any reason, including but not limited to: (a) breaches or violations of this Agreement or any other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated card suspension or account termination); (d) unexpected technical issues or problems; and/or (e) extended periods of inactivity. You may suspend any or all cards associated with your account for a period of time or terminate your use of the Services at any time by following the instructions in our frequently asked questions (FAQ) section of the website, which is also available by clicking here, but which is, for certainty, not incorporated into this Agreement. You understand that such a termination may result in permanent closure of your account. You acknowledge and agree that deleted accounts cannot be reactivated. If your card(s) are suspended during the final day of the month no donations will be withdrawn from your account for that month. If your card was active for 16 days or more during the month, we will use the greater of your accumulated Virtual Change® to the date or the minimum donation amount you had set.
You agree that we are not liable to you or to any third party for losses or damages incurred as a result of your access to the Services being terminated or suspended. In addition to terminating access to the Services, we reserve the right to block certain IP addresses at our sole discretion. This paragraph will survive the termination or expiration of this Agreement.
9. Term and Termination
The term of this Agreement will commence, and you may begin using the Services, once you agree to the terms and conditions of this Agreement by clicking "I Agree”. The Agreement will remain in effect until the earlier of either: (i) the termination of the FI Agreement; or (ii) the effective date of when terminated by you or us in accordance with the terms and conditions of this Agreement.
Upon the termination or expiration of this Agreement, your rights and access to use the Services shall be immediately terminated. All indemnification obligations, disclaimers of warranties and limitations of liability of this Agreement shall survive the termination or expiration of this Agreement. Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiration of this Agreement shall survive the termination or expiry of this Agreement including, without limitation, Sections 10, 11, 12, 13 and 14.
10. Proprietary Content
You agree not to sell, duplicate, edit, license, translate, distribute, transmit, publish, perform, rent, publicly display, create derivative works of or exploit for any reason the content and materials available on the Services without
FCI’s prior express written permission. FCI reserves all rights not granted in and to the content and materials available on the Services.
11. Disclaimer of Warranties and Conditions
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN AND SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. TO THE FULLEST EXTENT PERMITTED BY LAW, FCI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. FCI AND ITS LICENSORS DO NOT WARRANT THAT ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, AND DO NOT ASSUME RESPONSIBILITY FOR THE CONDUCT OF ANY USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. FCI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF THE SERVICES, FROM CONTENT POSTED, EMAILED OR OTHERWISE MADE AVAILABLE ON THE SERVICES, OR FROM THE INTERACTIONS BETWEEN USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE, (B) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SOFTWARE, (C) BUGS OR VIRUSES WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (D) ANY INTERRUPTION OR CESSATION OF SERVICE OR OF TRANSMISSION OF THE SERVICES, (E) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, AND/OR (F) ANY UNAUTHORIZED USE OF PERSONAL INFORMATION DISCLOSED TO A THIRD PARTY.
12. Limitations of Liability
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL FCI, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY (A) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF SERVICES, FROM CONTENT POSTED, EMAILED OR OTHERWISE MADE AVAILABLE ON THE SERVICES, OR FROM THE INTERACTIONS BETWEEN USERS, WHETHER ONLINE OR OFFLINE, (B) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SOFTWARE, (C) BUGS OR VIRUSES WHICH MAY BE TRANSMITTED TO OR THROUGH SERVICES BY ANY THIRD PARTY, (D) ANY INTERRUPTION OR CESSATION OF SERVICE OR OF TRANSMISSION OF THE SERVICES, (E) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, AND/OR (F) ANY UNAUTHORIZED USE OF PERSONAL INFORMATION DISCLOSED TO A THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THIS AGREEMENT OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL THEREFORE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree to defend, indemnify and hold FCI, its affiliates, officers, directors, employees and agents, harmless from and against any and all claims, demands, expenses (including, but not limited to, reasonable legal fees), damages, causes of action, obligations, liabilities, and costs or debt arising out of, or asserted in connection with: (i) your use of and access to (or inability to use) the Services; (ii) your violation of any of this Agreement; (iii) your violation of any third party right, including, without limitation, any copyright, intellectual property, or privacy right. We reserve
the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms. This defence and indemnification obligation will survive the termination or expiration of this Agreement and/or your use of the Services.
This Agreement, and any rights or licenses granted or waived herein, may not be transferred or assigned by you, but may be assigned by FCI without restriction. If any parts of this Agreement are deemed unlawful, void or unenforceable, those provisions deemed severable from this Agreement and all remaining portions of this Agreement will remain in full force and effect.
You agree that you may not assign the rights and obligations under this Agreement without the prior written consent of FCI.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regards to conflict of laws principles. You hereby expressly submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.
This Agreement has been drafted in the English language at the express request of the parties. Les parties ont exige que le present contrat soit redige en anglais. You confirm that you prefer this Agreement and any related documents be in English. Vous confirmez préférer que cette convention et les documents s'y rattachant soient rédigés en anglais.
The failure of FCI to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement for convenience only and have no legal or contractual effect.
Last updated: April 10, 2013