Last updated: June 1, 2018
These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with https://altruly.ngo website (the "Service", "The Altruly Donor Advised Fund") operated by Altruly, Inc. ("Altruly Tech") and The Altruly Foundation (the "Foundation"), a Registered Charity in Canada, as recognized by the Canada Revenue Agency, which are collectively referred to in these Terms and Conditions as Altruly ("Altruly", "us", "we", or "our").
Please read these Terms and Conditions carefully before using the Service.
Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.
The purpose of our website and services is to make it easy for individuals, entities or organizations to consolidate their charitable giving in a convenient online format for any charitable organization, but we do not pick or endorse any organizations or any of their campaigns or causes. The existence of the site or services is not a solicitation of donations by Altruly, and Altruly does not engage in any solicitation activities, or consult on the solicitation of contributions from the public, on behalf of any individual, entity, or organization. Altruly may charge certain fees for donations made on or through the site as well as some fees to maintain some accounts.
You may need a username and password to use certain features of the site and services. By selecting a user name and any particular URL you agree that you will not select or use a name or URL: (a) of another person with the intent to impersonate that person; (b) subject to the rights of any person without authorization; (c) in violation of the intellectual property rights of any person; or (d) that Altruly, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit Altruly to identify you by your user name (which may be a pseudonym). You acknowledge and agree that you shall have no ownership or other property interest in your account, URL and/or user name, and you further acknowledge and agree that all rights in and to your user name and account are and shall forever be owned by and inure to the benefit of Altruly. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You will notify Altruly immediately of any unauthorized use of your password or account or any other breach of security. Altruly assumes no liability for any loss or damage arising from any unauthorized use of your password or account by a third party. Altruly has the right to reclaim any user names or URLs for any reason.
You agree to: (a) provide accurate information as prompted on the site or through the services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Altruly has reasonable grounds to suspect that such information is inaccurate, Altruly may suspend or terminate your use of the services and/or the site and/or decline to permit your continued use of the site and/or the services and future access to the site and/or the services.
By using this site you understand and agree that Altruly shall not be responsible for any losses or damages incurred as a result of its use. In the event of a dispute between users (including but not limited to donors, beneficiaries, and third parties), you hereby release Altruly, its employees, agents, affiliates, directors, officers, representatives, subcontractors, advisors and volunteers from all claims, damages and demands that may or may not be known, suspected or related to such disputes about our service.
The Foundation is a registered charity (Reg #755780095RR0001) that is designated a Public Foundation in Canada that operates a donor advised fund. The donor advised fund accepts donations and disbursal directions, and regrants certain amounts to qualified donees in Canada. Altruly operates this Service to facilitate charitable giving by individuals, entities or organizations that benefit qualified donees in Canada. The following items outline The Foundation's specific roles in the Service.
Any individual, entity or organization that registers as a member and donates funds through the site or the Service ("donor") is subject to the following additional terms of these terms that apply specifically to donors.
All donations are at your own risk. Please make sure that when you donate to a given Beneficiary, Nonprofit or Charity, you understand how your money will be used. When donating, only donate to those people or entities that you feel comfortable donating to or otherwise know and trust. Altruly does not warrant that funds will be used for any particular purpose and is not responsible for any misuse of the funds by the beneficiary.
Donors are not permitted to impose restrictions on the use of donated funds to a Beneficiary. To the extent that a donation is made in response to an appeal for a particular program of a Beneficiary, or to the extent that a Donor purports to direct the use of donated funds by a Beneficiary, any such directions shall constitute non-binding recommendations only and the Beneficiary shall have full discretion to determine how all donated funds will be used.
By donating money through the site, you represent and warrant that any donation you make is legal in your jurisdiction and that you are authorized to use the payment method you have selected. Each donor agrees and acknowledges that: (i) all donations to Charities or Nonprofits are made as unrestricted gifts and may not be restricted to any particular purpose; (ii) designated donation amounts and Transaction Fees will be charged to the credit or debit card or other payment method you use through Stripe; (iii) all donations are final and non-refundable.
Altruly makes no representation as to whether all or any portion of your donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. Altruly will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by you, any Altruly user or any Charity or Nonprofit. You should consult your tax advisor as to the amount of your donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your donation.
Donors shall provide Altruly with such information as is required to enable the issuing of an official donation receipt.
The Foundation operates this Service under a license provided by Altruly Tech.
Occasionally, a donor may dispute a credit card charge for a donation through the Altruly site. Stripe works with the account holder and the donor's credit card company to resolve chargebacks. If an when a chargeback occurs, Stripe receives a notification of the disputed charge and Stripe will send you an automated email with the details. For more details on how Stripe handles chargebacks with respect to your Stripe account, visit Stripe's Support page for more details.
If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.
Availability, Errors and Inaccuracies
In order to provide exceptional service, and accuracy, we regularly update the products and services on the Service.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or be unavailable.
We may experience delays in updating information on the Service and in our advertising on other websites.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Altruly cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Altruly customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Altruly with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Altruly to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Altruly will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Altruly may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by Altruly until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, Altruly reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Altruly, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Altruly will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Certain refund requests for Subscriptions may be considered by Altruly on a case-by-case basis and granted in sole discretion of Altruly.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.
You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
The Service and all contents, including but not limited to text, images, graphics or code are the property of Altruly and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with Altruly. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Altruly or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.
Links To Other Web Sites
The Service may contain links to third-party web sites or services that are not owned or controlled by Altruly.
Altruly has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Altruly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.
All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
You agree to indemnify, defend and hold harmless Altruly, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.
These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.
Limitation Of Liability
Altruly, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer And Non-Waiver of Rights
Altruly makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
Altruly its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
If you breach any of these Terms and Altruly chooses not to immediately act, or chooses not to act at all, Altruly will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Altruly does not waive any of its rights. Altruly shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.
In the event that one or more portions of these terms shall, for any reason, be held to be unenforceable, the remaining portion will remain in full force and effect.
The headings used throughout these terms are solely for convenience of reference and are not to be used as an aid in the interpretation of these terms.
If Altruly fails to enforce any parts of these terms, it will not be considered a waiver.
These terms make up the entire agreement between you and Altruly regarding the site and supersede any prior agreements.
These terms do not confer any third party beneficiary rights.
You will not assign or transfer any of your rights or responsibilities under these terms to anyone without Altruly's express written permission.
Altruly may, at any time, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Nothing in these terms shall prevent Altruly from complying with the law.
Altruly shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions about these Terms, please contact us.
Last updated: June 1, 2018
Personal Information Collect, Use, Disclosure and Consent
We are committed to providing our clients, customers, members ("you", "your" or "them") with exceptional service. Providing exceptional service may involve the collection, use and, at times, the disclosure of your Personal Information. Protecting your Personal Information is one of our highest priorities. While we have always respected your privacy and safeguarded all Personal Information, we have strengthened our commitment to this goal. This is to continue to provide exceptional service to you and to comply with all laws regarding the collection, use and disclosure of Personal Information. We will inform you of why and how we collect, use and disclose Personal Information; obtain your consent, as required; and handle Personal Information according to applicable law. Our privacy commitment includes ensuring the accuracy, confidentiality, and security of your Personal Information and allowing you to request access to, and correction of, your personal information.
If you are an individual using Altruly, Personal Information may include your name, email address, age, home address, phone number, marital status, income, credit history, medical information, education, employment information, social registration numbers, gender, any photos that you upload to our website, any information you submit when contacting us, any personal information posted in invitations created on our website and, if you choose, social information (from the social networking site you connected with). If you are a Charity or Nonprofit, Personal Information may include your organization name, tax ID, physical address, email address, phone number, fax number, logo digital image, a digital image of the signature of the authorized signatory for your organization, the name and title of the authorized signatory of your organization, birthday and phone number of the person who establishes a Nonprofit account and claims your organization and any other information that is provided to us by GuideStar or any other public databases about your organization.
If you do not want us to collect information about you, you can simply decide not to submit it to us, but then you may not be able to take advantage of all of the services and products offered on our website.
This page informs you of our policies regarding the collection, use and disclosure of Personal Information when you use our Service.
We will only collect Personal Information that is necessary to fulfill the following purposes:
We will obtain your consent to collect, use or disclose Personal Information. In some cases, we can do so without your consent (see below). You can provide consent orally, in writing, electronically or through an authorized representative.
You provide implied consent where our purpose for collecting using or disclosing your Personal Information would be considered obvious or reasonable in the circumstances. Consent may also be implied where you have notice and a reasonable opportunity to opt-out of having your Personal Information used for mail-outs, marketing or fundraising and you do not opt-out.
We may collect, use or disclose Personal Information without the consent:
Altruly may give, share, sell or trade your Personal Information to or with any third parties. Outlined below are just a few examples of how we handle your Personal Information (this may not be an exhaustive list):
We retain your Personal Information for the time necessary to fulfill the identified purposes or a legal or business purpose. We will make reasonable efforts to ensure that your Personal Information is accurate and complete. You may request correction to your Personal Information to ensure its accuracy and completeness. A request must be in writing and provide sufficient detail to identify your Personal Information and the correction being sought.
We are committed to ensuring the security of your Personal Information and may use passwords, encryption, firewalls, restricted employee access or other methods, in our discretion. We will use appropriate security measures when destroying your Personal Information such as shredding documents or deleting electronically stored information, in our discretion.
We may also collect information that your browser sends whenever you visit our Service ("Log Data"). This Log Data may include information such as your computer's Internet Protocol ("IP") address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.
In addition, we may use third-party services, such as Google Analytics, that collect, monitor and analyze this type of information in order to increase our Service's functionality.
Google Analytics service is provided by Google Inc.
You can opt-out from Google Analytics service from using your information by installing the Google Analytics Opt-out Browser tool: https://tools.google.com/dlpage/gaoptout
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: http://www.google.com/policies/privacy/
Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer's hard drive.
We use "cookies" to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service. If you do not instruct your browser to refuse all cookies or to indicate when a cookie is being sent, your consent to our use of your Personal Information may be implied.
We may employ third-party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.
These third parties have access to your Personal Information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
We may use your Personal Information to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send or by contacting us.
Compliance With Laws
As set out above, and for clarity, we will disclose your Personal Information where required to do so by law or subpoena or if we believe that such action is necessary to comply with the law and the reasonable requests of law enforcement or to protect the security or integrity of our Service.
The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.
Your information, including Personal Information, may be transferred to — and maintained on — computers located outside of your province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
If you are located outside Canada and choose to provide information to us, please note that we transfer the information, including Personal Information, to Canada and process it there.
Credit Card Information
Altruly does not collect, store or otherwise maintain any credit card information from individuals who make a donation through our website. Donations, including information associated with your credit card, are processed by Stripe.
Information You Publicly Post
Any information you post publicly on our website ("Publicly Available Content") is available to the public without any expectation of privacy or confidentiality. Copies may remain viewable in cached and archived pages or if other users have copied or stored your Publicly Available Content even if you remove the Publicly Available Content. To request removal of your personal information from these areas of our website, contact us using this form. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. The profile you create on our site will be publicly visible.
Links To Other Sites
We have no control over, and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.
Our Service does not address anyone under the age of 18 ("Minor").
We do not knowingly collect personally identifiable information from Minors. If you are a parent or guardian and you are aware that your Minor has provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from Minors without verification of parental consent, we take steps to remove that information from our servers.
Last updated: June 1, 2018
This Altruly Account Agreement (the "Agreement") is a legal agreement between you, when you become a user of the Altruly System, and the Altruly Group (as defined in this Agreement). In this Agreement, the Altruly Group shall be referred to as the "Altruly Group", "we", "our" or "us" and you shall be referred to as "you" or as a "User".
By clicking the "Create Account" button, or by using the Altruly System or the Services we provide or by making a Donation, you accept the terms and conditions set out in this Agreement and confirm that you have authority to enter into this Agreement and authority to perform the obligations of a User set out herein.
1.1 In this Agreement,
"Auditor" means the auditor, or public accountant, of the Foundation from time to time. At any given time, the Foundation may appoint another firm of chartered professional accountants to act as the auditor. If another firm is appointed, "Auditor" shall mean that firm;
"Altruly Account" means a Altruly account established with the Foundation by you, or your predecessor, where applicable, in accordance with this Agreement;
"Altruly Account Identification" means the identification name(s), number(s) and/or password(s) that we authorize you to use which enable you to access your Altruly Account, use the Services, make Donations and Transfers and recommend Disbursements;
"Altruly Group" means The Altruly Foundation and Altruly Inc., collectively;
"Altruly System" means the website located at altruly.ngo owned by Altruly Tech together with any technology proprietary to or licensed to Altruly Tech and used by a User, Community, Giving Group, or Qualified Recipient;
"Altruly Tech" means Altruly, Inc.;
"Community" means a User who, on behalf of an existing or contemplated group of Users, has entered into this Agreement with the Altruly Group to use the Altruly System and the Services, to make Donations, to make recommendations regarding Disbursements, to give instructions regarding Transfers, to create a Community Giving Program, and to enable one or more members of the Altruly Group to provide additional and/or premium services to the Community from time to time, and “Communities” has a corresponding meaning;
"Community Account" means the Community Account established by you in accordance with the Community Account Agreement;
"Community Account Agreement" means an agreement between a Community and one or more members of the Altruly Group enabling the Community to use the Altruly System, among other purposes, to create a Community Account, to make Donations, to join a Giving Group, to create a Community matching or Transfer policy for its employees or other Users, to create a Community Giving Group matching or Transfer policy and to enable one or more members of the Altruly Group to provide additional and/or premium services to the Community from time to time;
"Default Instruction" means a notice given in writing by the User or a Designated Advisor in the manner determined by the Foundation, instructing the Foundation to make a Transfer to another Altruly Account and/or Giving Group Account. However, if there is no Account to which the Transfer can be made and if no such Account is opened within thirty (30) days of the time when the Default Instruction otherwise becomes operative, the funds will be retained in the Account, subject to Section 9;
"Default Recommendation" means a notice given in writing by the User or a Designated Advisor in the manner determined by the Foundation, recommending a Qualified Recipient, to which the remaining assets in the Altruly Account are to be Disbursed if no valid subsequent recommendation has been made;
"Designated Advisor" means the Person designated as such and described below in Section 7;
"Disbursement" or "Disburse" means a disbursement to a Qualified Recipient authorized by the Foundation and includes any single or multiple authorized disbursement(s) from a Altruly Account, a Giving Group Account or a Community Account to a Qualified Recipient. For purposes of this Agreement, a Transfer is not a Disbursement;
"Disbursement Request" means a request made by us as contemplated in paragraph 9.1 of this Agreement;
"Donations" includes any funds, monies, securities and other property donated to the Foundation by a User or other Person for credit to an Account maintained by the Foundation;
"Foundation" means The Altruly Foundation, a charity registered with Canada Revenue Agency as more particularly described in paragraph 2.1 of this Agreement;
"Giving Group" means a group of Users and other Persons who have formed and/or participated in a designated group using the Altruly System consistent with this Agreement, the purpose of which is to Disburse or Transfer funds as a group and to use the Altruly System and certain services as a group, as described below in Section 10;
"Giving Group Account" means an account established by a User who is joined by one or more Giving Group Members to form a Giving Group as contemplated in paragraph 10.2;
Giving Group Administrator" means a User designated by a Giving Group and authorized by us to act as an administrator for a Giving Group as contemplated in paragraphs 10.2 and 8.3;
"Giving Group Member" means a Person who Transfers funds to an account for the credit of, or participates in, a Giving Group and may include you;
"License" means the license referred to in Section 3 of this Agreement;
"Minimum Disbursement" means a Disbursement referred to in paragraph 9.1 of this Agreement;
"Person" means an individual, a corporation, a partnership, a trust, an unincorporated organization, and the executors, administrators or other legal representatives of an individual;
"Qualified Recipient" means a registered charity and/or other entity classified at the relevant time as a "qualified donee" under the Income Tax Act (Canada) which has been approved by us as an eligible donee, and includes the Foundation;
"Qualified Recipient Account" means an account established by a Qualified Recipient in accordance with a Qualified Recipient Agreement;
"Qualified Recipient Agreement" means an agreement between a Qualified Recipient and the Altruly Group enabling a Qualified Recipient to use the Altruly System, for among other purposes, to create a Qualified Recipient Account, to receive Disbursements, to post and/or upload certain information and review certain information posted by the Altruly Group, Users, Giving Group Members, Communities and other Qualified Recipients on or through the Altruly System and to enable one or more members of the Altruly Group to provide additional and/or premium services to the Qualified Recipient from time to time;
"Services" means, after the creation of your Altruly Account, your permitted access to the Altruly System and use of your Altruly Account for the limited purpose of making Donations, making recommendations regarding Disbursements and giving instructions regarding Transfers, the creation of or joining a Giving Group Account, posting, searching and/or uploading certain information and reviewing certain information posted by one or more members of the Altruly Group, other Users, Qualified Recipients, Communities or Giving Group Members on the Altruly System and may include additional services and/or premium services offered by one or more members of the Altruly Group from time to time;
"Termination Notice" means a notice given pursuant to paragraph 16.1 of this Agreement;
"Transfer" or "Transferred" means any transfer of funds or other assets from or to one or more accounts on the Altruly System;
"User" means you, after you have entered into this Agreement with the Altruly Group, or your successor, your permitted assign, or your heir, executor, administrator or other legal representative, as the context may require or permit, and includes other Persons who are Users, as the context may require or permit; and
"User Profile" means your Altruly profile based on the information provided by you to us.
2.1 The Foundation is a non-share capital corporation that was incorporated under the Canada Not-for-profit Corporations Act.
3.1 The Altruly System is owned by Altruly Tech. Upon your acceptance of this Agreement, you are granted a non-transferable, non-exclusive, limited license to use the Altruly System (with no right to sublicense on your part) (the "License"), on the terms set out in this Agreement.
3.2 We reserve all rights not explicitly granted herein. The License granted to you in this Agreement is non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner our marketing or distribution activities or the licensing of the Altruly System by us to any other Person.
3.3 You agree not to:
(a) use, copy, republish or distribute any confidential information about, or any part of, the Altruly System, or cause or permit any Person to use, copy, republish or distribute such information about, or part of, the Altruly System, except as expressly permitted under this Agreement;
(b) loan, sell, rent, lease, timeshare, sublicense, grant a security interest in, or otherwise attempt to transfer or assign your License to the Altruly System, in whole or in part to any Person;
(c) directly or indirectly attempt in any way to rewrite, reorganize, reproduce, decompile, disassemble, reverse engineer or translate the Altruly System, create derivative works thereof, or circumvent any usage or other restrictions imposed by us; or
(d) remove, alter or modify any proprietary notices or labels from the Altruly System.
3.4 You agree that this Agreement does not grant you any rights to use any of our trade-marks or trade names or the trade-mark or trade names of our licensors. All such trade-marks remain the property of their respective owner.
4.1 You agree as follows:
(a) to provide us with accurate and complete information as may be required so that we may complete your User Profile and issue official charitable donation tax receipts in compliance with the Income Tax Act (Canada) and its regulations for eligible Donations to the Foundation;
(b) to notify us of any change in the information that you provided to us within ten (10) days of such change becoming known to you;
(d) we have the right, but not the obligation, to verify any information you disclose to us;
(e) all information you provide to us under this Agreement is true, accurate and complete and you acknowledge and agree that we may disclose such information to the Canada Revenue Agency as required by law;
(f) to take all reasonable steps to prevent any unauthorized Person from accessing Altruly Account Identification including, without limitation:
(i) maintaining your Altruly Account Identification in strict confidence; and
(ii) ensuring that access to your Altruly Account is turned/logged off when not in use by you;
(g) we, in our sole discretion, may:
(i) refuse to establish a User Profile and/or a Altruly Account for you or any other Person;
(ii) refuse to allow you or any other Person to make a Donation to the Foundation for credit to a Altruly Account;
(iii) refuse to allow you or any other Person to Transfer funds to or from a Altruly Account, and/or Giving Group Account;
(iv) refuse to establish a Giving Group Account for you or any other Person;
(v) refuse to allow any User or other Person to participate in a Giving Group;
(vi) refuse to allow a Person to make a Donation to the Foundation for credit to a Qualified Recipient Account; or
(vii) terminate your Altruly Account, access to a Giving Group Account and/or your access to the Altruly System, if we reasonably believe that you or any unauthorized Person that accesses your Altruly Account, a Giving Group Account or the Altruly System through you has misused your Altruly Account, a Giving Group Account or the Altruly System;
(h) to notify us immediately if you become aware of any unauthorized use of the Altruly System, any Altruly Account, any User Profile, any Giving Group Account or any Altruly Account Identification.
4.2 From time to time, other Users, Giving Group Members, Communities, Qualified Recipients and Persons other than members of the Altruly Group may post content and/or comments to the Altruly System. You acknowledge and agree that we are not responsible for nor do we necessarily endorse any content and/or comments posted.
5.1 Upon receipt of the required information from you and subject to your compliance with this Agreement, we agree that:
(a) we may establish a Altruly Account and a User Profile for you and provide you with the Altruly Account Identification to enable you to use the Services;
(b) we may establish a Giving Group Account for you and other Giving Group Members;
(c) we may allow you and other Persons to participate in a Giving Group;
(d) we will maintain appropriate records for each Altruly Account, Community Account and Giving Group Account;
(e) we may provide you with information from time to time regarding the Altruly System and the Services;
(g) we will make a report of all Donations, Disbursements, Transfers and administrative costs relating to your Altruly Account or Giving Group Account available to you;
(h) our financial statements will be subject to an annual audit by the Auditor;
(i) we will make a report of all Donations, Disbursements, Transfers and administrative costs relating to a Giving Group campaign or movement to the applicable Giving Group Members or Giving Group Administrators or other designated persons;
(j) we will use the Donations in a way that is consistent with the laws governing registered charities in Canada;
(k) we will provide you or any other Person who makes a Donation to the Foundation with an electronic copy of an official charitable donation tax receipt showing the eligible amount of the Donations and containing prescribed information in accordance with the Regulations under the Income Tax Act.
6.1 The balance in your Altruly Account at any given time shall consist of the fair market value of all assets held in your Altruly Account at such time less the value at the relevant time of all Disbursements and Transfers made in accordance with Section 8 of this Agreement and less all amounts deducted in accordance with paragraph 6.4 of this Agreement prior thereto.
6.2 All Donations made to your Altruly Account shall be given to the Foundation by you or by the Person who made such Donations irrevocably and shall become the property of the Foundation and the Foundation will hold such Donations in its normal corporate capacity.
6.3 The Foundation may invest the assets held in the Altruly Accounts at the Foundation's sole and unfettered discretion, and may retain assets received on a Transfer or from a Donor, in the Foundation's sole and unfettered discretion. Any income received or earned or gains realized from such investments shall be the Foundation's property and shall be applied to the Foundation's administrative costs, including its out-of-pocket costs, or shall be otherwise used by the Foundation for charitable purposes. Without limiting the generality of the foregoing, the Foundation shall not be obligated to invest any of the assets held in your Altruly Account in any particular manner to achieve any particular investment result and you and your Designated Advisor, on your own behalf and on behalf of your heirs, executors, representatives, administrators, successors and permitted assigns, release the Foundation from any claims you or they may have with respect to the investment of the funds in your Altruly Account and waive any claims that you or they may have in that regard.
6.4 All administrative costs incurred by the Foundation in furtherance of obtaining, disbursing, transferring or otherwise handling Donations, Disbursements and/or Transfers and administering and/or investing funds associated to the Altruly Account, any relevant Giving Group Account and/or any relevant Community Account may be deducted from the funds or other assets held in the Altruly Account, Giving Group Account or Community Account, as the case may be. Without limiting the generality of the foregoing, the Foundation may deduct from the funds or other assets held in such Account reimbursements for amounts that it has paid and a reasonable fee for its services.
6.5 The governing principle underlying all investment and administrative policies relating to Altruly Accounts is to protect the underlying financial value of the assets in the Altruly Account and to provide liquidity such that recommendations with regard to Disbursements made by Users, Designated Advisors and Giving Group Administrators can be fulfilled on demand. The Foundation will notify the holder of the Account, the Designated Advisor or the Giving Group Administrator, as the case may be, if it intends to increase the fees or costs that are deducted from the Account over those outlined at Altruly.net/fees.
6.6 Neither you nor any other Person may receive any tangible benefit or privilege in return for, or as a result of, making a Donation.
7.1 For each Altruly Account a person, who may be the User, shall be designated as the Designated Advisor. The initial Designated Advisor shall be the User who creates the Altruly Account. The User may also designate another Person as the Designated Advisor. The User or the Person so designated shall cease to be the Designated Advisor on his or her death, or on retiring and so advising the Foundation, and the User (where applicable and where the User is not the Designated Advisor) in writing.
7.2 The User, or the retiring Designated Advisor, as the case may be, may designate a replacement, by giving notice in writing to the Foundation and the User, where applicable.
7.3 A Designated Advisor who is not the User shall have the same rights and duties with respect to the Altruly Account as if the Designated Advisor were the User. In particular, a Designated Advisor shall be entitled to receive information and have access and may make recommendations and give instructions to the Foundation, unless the User revokes the designation and advises the Foundation otherwise in writing. For greater certainty, a User may designate another Person to be a Designated Advisor and continue to be a Designated Advisor. In case of uncertainty, the Foundation may rely on and act on recommendations and/or instructions from the User rather than those of other Designated Advisors.
7.4 If a User dies and there is no Designated Advisor for the Account, the executors or other personal representatives of the User may act as the Designated Advisor. If at any time the Foundation reasonably believes there is no Designated Advisor for an Account and is unable, after reasonable efforts, to contact the User or the Designated Advisor who was last designated according to the Foundation's records, paragraph 16.1 will apply.
8.1 Funds or other assets may be Disbursed from a Altruly Account only to Qualified Recipients but can be Transferred to other Altruly Accounts, Giving Group Accounts or Community Accounts.
8.2 A Designated Advisor may submit to us recommendations regarding Disbursements from your Altruly Account to Qualified Recipients and may submit to us instructions regarding Transfers from your Altruly Account to Giving Group Accounts or to other Altruly Accounts. However, while we will strictly follow instructions regarding Transfers, we retain ultimate discretion and authority to make or not make Disbursements and we are not bound by any recommendations. If there is no Altruly Account or Giving Group Account to which the Transfer can be made, and if no such Account is opened within thirty (30) days of our receipt of the instructions for Transfer, we will put the funds or other assets back into the account of the Transferor.
8.3 Giving Group Administrators may submit to us recommendations regarding Disbursements from the Giving Group Account to Qualified Recipients and may submit to us instructions regarding Transfers to Altruly Accounts or to other Giving Group Accounts or Community Accounts. However, we retain ultimate discretion regarding Disbursements and we are not bound by any recommendations. If there is no Altruly Account or Giving Group Account to which the Transfer can be made, and if no such Account is opened within thirty (30) days of our receipt of the instructions for Transfer, will put the funds or other assets back into the account of the Transferor. Notwithstanding the definition of "Giving Group Administrator", a Giving Group Member may designate another Giving Group Member to be a Giving Group Administrator and at any time there may be more than one Giving Group Administrator with whom the Altruly Group is authorized to deal with in respect to information relating to a particular campaign or a particular movement in which the Giving Group is participating.
8.4 We fully consider the recommendations made by Users. However, in order to comply with applicable legal requirements, the Foundation retains the final discretion and authority with regard to Disbursements. Disbursements from your Altruly Account or from a Giving Group Account shall be made at such times, in such amounts, in such ways and for such purposes as we may determine in our sole and unfettered discretion.
8.5 After any Disbursement or Transfer is made from your Altruly Account or from a Giving Group Account, an electronic record of such Disbursement or Transfer will be made available to you on the Altruly System. Notwithstanding any of the other provisions of this Agreement, when a Transfer is made from one or more Accounts on the Altruly System, the Altruly Group will have no obligation to ensure that the holder of the Account to which the Transfer has been made will recommend that the Foundation Disburse funds to a particular Qualified Recipient. When funds or other assets in a Giving Group Account are applied to a campaign or to a movement, the Giving Group Administrator or other designated person dealing with the Giving Group Account will have total discretion and the Altruly Group will have no obligation to the Giving Group Members or to a particular campaign or movement with respect to such application.
8.6 A User or Designated Advisor may give a Default Instruction or a Default Recommendation to the Foundation. If a valid Default Recommendation is in effect at the relevant time, the Foundation will take it into account in deciding when and how to make a Disbursement to a Qualified Recipient. If a valid Default Instruction is in effect at the relevant time, the Foundation will act in accordance with that Instruction, subject to the other provisions of this Section 8 and in particular paragraphs 8.2, 8.3 and 8.5.
8.7 Neither you nor any other Person may receive any tangible benefit or privilege in return for a Disbursement or Transfer from any Altruly Account or any Giving Group Account. No Disbursement or Transfer from any Altruly Account or any Giving Group Account may be used to discharge or satisfy a legally enforceable obligation of any Person.
8.8 Upon the termination of your Altruly Account, we will Disburse any funds or other assets remaining in your Altruly Account in our sole and unfettered discretion to one or more Qualified Recipients, which may include us, subject to any valid Default Recommendation.
8.9 Upon termination of a Giving Group Account, we will Disburse any funds or other assets remaining in the Giving Group Account in our sole and unfettered discretion to one or more Qualified Recipients, which may include us, subject to any valid Default Recommendation.
9.1 The Altruly Group has a mandate to facilitate Donations for the good of the charitable sector and not simply for the issuance of Donation tax receipts. Consequently, while we plan to encourage Donations to the Foundation, we simultaneously will encourage Users to Disburse funds or other assets to Qualified Recipients so they can be used for charitable programming and activities that advance causes and communities.
In order to encourage Disbursements, if in any period of twelve (12) consecutive months the total Disbursements from your Altruly Account are less than five percent (5%) of the Donations and Transfers received in your Altruly Account in the same period or the average value of the net assets held in your Altruly Account at the end of each month during the previous twelve (12) consecutive months, whichever is greater, we may contact you to request (a "Disbursement Request") that you recommend a Disbursement (a "Minimum Disbursement") to one or more Qualified Recipients. A Minimum Disbursement means five percent (5%) of the greater of:
(a) the total of the Donations and Transfers received in your Altruly Account in the previous twelve (12) consecutive months less all Disbursements and Transfers made in that period; and
(b) the average of the value of the net assets held in your Altruly Account at the end of each month during the previous twelve (12) consecutive months, less all Disbursements and Transfers made in that period.
9.2 In addition to Altruly Group's mandate described in paragraph 9.1, the Foundation has adopted policies to comply with applicable tax law and the disbursement quota requirements for public foundations in the Income Tax Act.
9.3 Transfers made to other Altruly Accounts during the relevant twelve (12)-month period will be reflected in the Disbursement calculations of the destination Account. However, if it appears to the Foundation that Transfers are being made with the intention of avoiding Minimum Disbursement requirements, we retain the right to make Disbursement Requests at our discretion.
9.4 If you do not respond to our Disbursement Request within sixty (60) days, the Foundation may Disburse, in the Foundation's sole and unfettered discretion, the Minimum Disbursement from your Altruly Account to one or more Qualified Recipients, including the Foundation for its own use, subject to any valid Default Recommendation that is in effect.
9.5 Notwithstanding paragraph 9.1 of this Agreement, a Altruly Account must maintain a minimum activity level of at least one Disbursement for each period of twelve (12) consecutive months, starting with the second such period that ends after the creation of the Account, based on receipt of a recommendation contemplated in paragraph 8.2 of this Agreement. Failure to maintain a minimum activity level may result in termination of the Altruly Account.
9.6 The rights of the Foundation as set out in this section 9 including, without limitation, the right to make a Disbursement Request and the right to make a Minimum Disbursement are at the sole and unfettered discretion of the Foundation. Exercise by the Foundation of any of its rights under this section 9 shall not be construed to be a waiver of any other right contained in this Agreement.
9.7 Since the objective is to encourage Disbursements, the same rules with respect to Minimum Disbursements and Disbursement Requests within a period of twelve (12) consecutive months apply to a Giving Group Account to the same extent as if it were a Altruly Account and the provisions in paragraphs 9.1 through 9.6 were applicable, with required changes in the context.
10.1 We recognize that giving together as a group enables donors to better identify a specific cause they wish to support and to organize with a larger number of like-minded donors. We want to create and promote these opportunities through Giving Groups, campaigns, movements and other, more expanded means of collective giving.
10.2 Users may create Giving Groups using the Altruly System and invite other Users and other Persons to become Giving Group Members. The creator of the Giving Group is by default the Giving Group Administrator and may designate another member of the Giving Group as an Administrator. Each Giving Group may have one or more Administrators.
10.3 Giving Groups may Transfer and Disburse funds at the sole individual discretion of each Giving Group Administrator.
10.4 A Giving Group may participate in a particular movement, a particular campaign, or a particular expanded means of organizing Giving Groups, campaigns and movements, using the Altruly System.
10.5 A Giving Group will have only one Giving Group Account, although records will be maintained by the Altruly Group for campaigns, movements and other, more expanded means of organizing Giving Groups.
10.6 Where a Giving Group participates in a campaign or movement, a Giving Group Member designated by the Giving Group may deal with the Altruly Group to receive information and have access relating to the campaign or movement from the Altruly System. The member so designated need not be the Giving Group Administrator.
11.1 THE ALTRULY GROUP TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE ALTRULY GROUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY OR TIMELINESS OF THE ALTRULY SYSTEM OR THE SERVICES AND YOU ACKNOWLEDGE AND AGREE THAT THE ALTRULY SYSTEM AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
11.2 THE ALTRULY GROUP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ALTRULY SYSTEM OR THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND THE ALTRULY GROUP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANOTHER USER, A QUALIFIED RECIPIENT, A GIVING GROUP MEMBER, A COMMUNITY OR BETWEEN YOU AND A THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.
12.1 YOU ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE SERVICES OR THE ALTRULY SYSTEM AND THE MAKING OF ANY DONATIONS AND/OR TRANSFERS ARE COMPLETELY AT YOUR OWN RISK.
12.2 YOU AGREE THAT THE ALTRULY GROUP WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGES, CLAIMS OR LIABILITIES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR LOSS OF REVENUE), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE ALTRULY SYSTEM, THE SERVICES AND/OR ANY INFORMATION STORED, PROVIDED OR OTHERWISE COMMUNICATED BETWEEN YOU AND THE ALTRULY GROUP (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, EQUITY, COMMON LAW OR OTHERWISE), EVEN IF THE ALTRULY GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE ALTRULY GROUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) PERSONAL INJURY, PROPERTY, BODILY, OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ALTRULY SYSTEM OR THE SERVICES, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ALTRULY SYSTEM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE ALTRULY SYSTEM, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY INFORMATION, INCLUDING WITHOUT LIMITATION THE CONTENT OF THE ALTRULY SYSTEM.
12.3 YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THE PARTIES AND THAT THE ALTRULY GROUP WOULD NOT HAVE ENTERED INTO THIS AGREEMENT NOR PROVIDED THE SERVICES OR PROVIDED ACCESS TO THE ALTRULY SYSTEM BUT FOR YOUR AGREEMENT TO LIMIT THE ALTRULY GROUP'S LIABILITY IN THE MANNER AND TO THE EXTENT PROVIDED FOR HEREIN.
13.1 We are not responsible for the contents of any third party sites or services, any links contained in third party sites or services, or any changes or updates to third party sites or services. We provide links and access to third party sites and services to you only as a convenience and the inclusion of any link or access does not imply an endorsement by us of the third party site or service.
14.1 You agree to indemnify and hold harmless the Altruly Group, each member thereof and their affiliates, and our and their officers, directors, agents, partners and employees from and against any and all claims, demands, liabilities, costs, expenses or damages whatsoever including without limitation legal fees and disbursements on a solicitor and own client basis, resulting directly or indirectly from:
(a) your access to or use of the Altruly System and/or use of the Services;
(b) any breach by you under this Agreement;
(c) any unauthorized alteration, modification, adjustment or enhancement made by you to the Altruly System;
(d) the misuse of a Altruly Account Identification, a Altruly Account or information recorded in a User Profile by you, a Giving Group Account, a Community Account, a Qualified Recipient Account; or
(e) your violation of any law or regulation.
14.2 You agree that, in addition to any other rights or remedies we may have for any breach of this Agreement, we have the right to seek an injunction or other equitable relief in any court of competent jurisdiction enjoining a threatened or actual breach of this Agreement by you.
14.3 The Altruly Group agrees to indemnify and hold harmless you and your heirs, executors, representatives, administrators, successors and permitted assigns from and against any and all claims, demands, liabilities, costs, expenses or damages whatsoever including without limitation legal fees and disbursements, resulting directly or indirectly from:
(a) any breach by the Altruly Group under this Agreement;
(b) the misuse by Altruly Group of a Altruly Account Identification, a Altruly Account or information recorded in a User Profile, a Giving Group Account, a Community Account, or a Qualified Recipient Account; or
(c) any violation by the Altruly Group or any law or regulation relating to this Agreement.
15.1 You acknowledge that we may from time to time to amend, revise or otherwise modify any term of this Agreement in our sole discretion. We will post a revised version of the Agreement on the Altruly System. Your continued use of the Altruly System and/or Services shall be evidence of your acceptance of any such modified terms and conditions of this Agreement.
16.1 Either party may terminate this Agreement for any reason by giving the other party a written termination notice (the "Termination Notice"). After receipt of a Termination Notice, if there are any funds, monies or assets in your Altruly Account, such funds, monies or assets shall be Disbursed in accordance with Section 8 of this Agreement. If at any time the Foundation reasonably believes that there is no Designated Advisor and is unable, after reasonable efforts, to contact the User or the Designated Advisor who was last designated for the Altruly Account according to the Foundation's records, the Foundation may terminate this Agreement by giving notice in accordance with Section 17 of this Agreement or, at its option, may make such Disbursements and/or such Transfers as it determines in its full and unfettered discretion, including Disbursements to itself for its own use, if it is a Qualified Recipient at that time, subject to any valid Default Recommendation.
17.1 Any notice required or permitted to be given to us under this Agreement shall be in writing and shall be effective and deemed to have been received upon its delivery by courier to 3 Desjardins Court, Hamilton, Ontario, Canada, L8S3R7 or delivery by electronic mail to firstname.lastname@example.org.
18.1 All provisions of this Agreement which, by their nature, are intended to survive termination of this Agreement, will continue in full force and effect, notwithstanding the termination of this Agreement for any reason.
19.1 You will not assign this Agreement, either directly or indirectly, without our prior written consent, which we may withhold for any reason in our sole and unfettered discretion.
20.1 This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Courts of the Province of Ontario will have exclusive jurisdiction to hear and make any judicial determination on any issue arising with respect to this Agreement. The parties expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time. The parties have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
21.1 If a court of competent jurisdiction concludes that any provision of this Agreement is illegal, invalid or unenforceable, then it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.
22.1 The Agreement will be for the benefit of and binding upon your heirs, executors, representatives, administrators, successors and permitted assigns.
23.1 This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.
In addition to accepting the terms and conditions set out in this Agreement by clicking the "Create Account" button, or by using the Altruly System or the Services provided by the Altruly Group or by making a Donation, when you communicate with the Altruly Group by using its website or other technology involving the Altruly System as contemplated in this Agreement, those communications will be considered to be made "in writing" to the extent required for purposes of this Agreement.