This User Agreement (the “Agreement”) is a legal agreement between you and Charity Republic Incorporated (“Charity Republic”) respecting your use of Charity Republic services as described herein.
1.1. “Board” means the school board that licenses the Software from Charity Republic and provides you with access to the Software.
1.2. “Services” has the meaning set forth in Section 2 below.
1.3. “Software” means the Charity Republic community service and work placement software application which provides students and teachers with the ability to track and manage community service and work placement activities online and via a mobile application, and to connect to volunteer opportunities in their communities; and provides school and school board representatives with access to data input by students into the application.
2.1. Charity Republic will provide users, through the Software, with the ability to track community service and work placement activities online and via a mobile application, and to connect to volunteer opportunities in their communities; and provides school and school board representatives with access to data input by students into the application (the “Services”). The Services are provided subject to the terms and conditions of this Agreement.
2.2. Charity Republic may provide you with certain information to allow you to use the Services, such as a user ID and a password or the ability to create a user ID and/or password (the “Access Information”). Charity Republic will store the Access Information in encrypted form. The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Charity Republic is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.3. As volunteer opportunities are dependent upon the participation of third party volunteer organizations, Charity Republic reserves the right to change, suspend or discontinue content provided through the Services at any time. Charity Republic may also, acting reasonably, impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, Charity Republic will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Charity Republic shall have no liability whatsoever for its failure to provide such notice to you.
2.4. Use of the Services may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, documents, information, opinions, advice or statements (including those made by users of the Services) are not under the control of Charity Republic, and Charity Republic is not responsible or in any way liable for their contents.
3.1. You agree that:
(a) You will not permit anyone other than yourself to obtain access to the Services through your Charity Republic account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
(b) You will ensure that any information that is provided to Charity Republic pursuant to this Agreement is true, accurate, current and complete;
(c) You will be solely responsible for all activities with respect to the Services undertaken by you;
(d) You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services, and will use the Services in a lawful manner;
(e) You will not interfere with or in any manner compromise any of Charity Republic's security measures;
(f) You will cooperate with Charity Republic and provide information requested by Charity Republic to assist Charity Republic and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
3.2. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment (such as computers and mobile devices) used for using the Services (except for Charity Republic’s computer systems and networks), including without limitation your internal network infrastructure, if any.
3.3. You acknowledge and agree that Charity Republic cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services.
3.4. You acknowledge and agree that Charity Republic will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting your use of the Services.
4.1. The Software is being provided to you through the Board, and is subject to the license grant set forth in the Board’s license agreement with Charity Republic. In the event that such license agreement is terminated, your use of the Software and Services will terminate as well, without further notice.
4.2. You shall not in any way:
(a) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
(b) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice or other notice of intellectual property ownership);
(c) copy any written or electronic materials accompanying any portion of the Software unless specifically authorized in writing to do so by Charity Republic;
(d) use the Software in any way inconsistent with the use parameters for the Services;
(e) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Charity Republic with respect to the Software and/or data and/or content transmitted, processed or stored by Charity Republic or other users of the Services; or
(f) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.
5.1. Charity Republic acknowledges that data and information that you input into the Software in order to use the Services may be confidential, and will take reasonable security measures in storing and processing such information to maintain the confidentiality of such information. Subject to the exclusions provided herein, except as required to provide Services to you, Charity Republic will not disclose, allow access to, transmit or transfer any such confidential information to a third party without your knowledge and express written consent. These confidentiality obligations shall not apply to information which Charity Republic can establish: (a) is, or becomes, available to the public other than through a breach of this Agreement, (b) was disclosed, lawfully and without breach of any contractual or other legal obligation, to Charity Republic by a third party without any confidentiality obligation attached to such information, (c) was lawfully known to Charity Republic without any confidentiality obligation prior to receipt of the information from you, (d) was independently developed or discovered by Charity Republic without any reference to any information obtained directly or indirectly from you, or (e) is required to be disclosed pursuant to any law, regulation, legal process, or governmental authority.
5.3. Additionally, by submitting personal information to Charity Republic pursuant to this Agreement, including without limitation your name, address, e-mail address and student identification number, you consent to the collection, processing, transmission and disclosure of such information by Charity Republic for the purposes of Charity Republic’s provision of the Services and Charity Republic’s internal use, and specifically the purposes for which such information has been requested, such as provision of data to your school and the Board to track your volunteer hours and to compile aggregate information about student community service and volunteer programs.
6.1. You acknowledge that the Software is owned by Charity Republic, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
6.2. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
7.1. THE SERVICES AND ACCESS TO SOFTWARE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. CHARITY REPUBLIC ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL CHARITY REPUBLIC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK.
7.2. Charity Republic has no special relationship with or fiduciary duty to you, and you acknowledge that Charity Republic has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, your volunteer experience at any third party organization accessed through the Services, how you or any other user may interpret or use materials accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
8.1. The only type of damages that can be recovered against Charity Republic arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any. In no event shall the aggregate liability of Charity Republic exceed the amount paid by the Board for the portion of the Services that gave rise to the claim. CHARITY REPUBLIC SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to discontinue the use of such Software, subject to any remedies available to you under your separate software license agreement, if any.
8.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHARITY REPUBLIC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF CHARITY REPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9.1. Charity Republic may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever upon termination of the license agreement between Charity Republic and the Board, or if Charity Republic is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require Charity Republic to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
9.2. Without limiting other remedies, Charity Republic may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Charity Republic is unable to verify or authenticate any information you provide; or (c) Charity Republic believes that your actions may cause financial loss or legal liability for you, other users or Charity Republic.
9.3. Charity Republic reserves the right to investigate suspected violations of this Agreement. You hereby authorize Charity Republic to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
9.4. The above-described actions are not Charity Republic’s exclusive remedies and Charity Republic may take any other legal, equitable or technical action it deems appropriate in the circumstances. Charity Republic will not have any liability to you or any third party in relation to the the termination of this Agreement for any reason whatsoever.
10.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.
10.2. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.
10.3. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
10.4. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
10.5. If you are under the age of 18, you must obtain the consent of your parent or guardian respecting your entry into this Agreement with Charity Republic and provide such consent to your school or the Board. You acknowledge that, notwithstanding your status as a minor, you have read and understand the content of this Agreement, and to the extent permissible by applicable law, you have the capacity and intend to be bound by the terms of this Agreement.
11.1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Charity Republic or its business, please contact Charity Republic at: