Last Revised: November 9, 2016
As used in this Agreement, "you" means (and "your" refers to) the user of the Site, "we" means (and "us", "our", and "ours" refer to) Funding Change, and "Services" means any and all services and products that are made available on or through the Site. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
IMPORTANT! YOUR ACCESS TO THE SITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING THIS SITE IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITE.
Part 1 - Raffle Organizers
Part 1 applies only to a "Raffle Organizer" and "Raffle Organizers" (as those terms are described below in this Part). As used in this Part, "you" means (and "your" refers to) a Raffle Organizer, or Raffle Organizers, as the case may be, and "we" means (and "us", "our", and "ours" refer to) Funding Change.
1. Our Services
The Site brings together charitable and religious organizations ("Raffle Organizers") who hold fundraising raffle draws (each such draw being referred to as a "Raffle") with people ("Raffle Entrants") who wish to purchase tickets (each, a "Ticket"), as part of those Raffles. Once you register with us, you can publish details about your Raffle on the Site, including information about your cause, the amount of Tickets which are for sale, the price of each Ticket and the date a winner (each, a "Winner") will be selected. We use the Site to provide you with a platform to promote your Raffle and to sell Tickets to Raffle Entrants. As Tickets are sold, we will collect and hold on your behalf, payments for Tickets made by Raffle Entrants. As the Raffle proceeds, we will transfer these payments to you, less a fee for our services (our "Fees"), so that you can hold these payments, until the Raffle is concluded and the Winner is selected. At the conclusion of the Raffle, we will provide you the name and contact information of the Winner, so that you can distribute the payments to the winning Raffle Entrant. You are solely responsible for posting the first and last name of the Winner on the Site (though the Site will automatically post the Winner's name 10 days after the Raffle concludes, which name shall remain posted on the Site until 60 days after the conclusion of the Raffle).
While the nature of what we do may vary, from time to time, the following describes some of the services we may offer:
- e–Ticket creation and delivery (via email);
- Ticket payment facilitation;
- payment of merchant service fees (through our gateway, only);
- transferring of Raffle funds to Raffle Organizers (by cheque or EFT);
- Raffle financial reports;
- Raffle performance Reports;
- Raffle sales reports;
- social media sharing tools for Raffle page/share page;
- draw services; and
- redraw services.
The services offered through the Site which are described in this Section 1 are referred to as the "Services".
Terms of Payment: Terms of payment are as set out on the Site, from time to time. You set the closing date (the "Ticket Sale End Date") for the sale of Tickets for your Raffle. Once you begin selling Tickets, we will transfer to you all monies we have collected on your behalf, in connection with your Raffle, less our Fees, which will be deducted and paid to us before we transfer the balance of the monies to you. Unless otherwise agreed, in writing between you and us, we will transfer funds to you weekly, after you begin selling Tickets (provided that the first such transfer may occur later than one week after you begin selling Tickets, depending on how the time you start selling Tickets aligns with our weekly reconciliation date). Further information as to the particular transfer methods and transfer times will be as set out on the Site, or in an appendix to this document signed by you and us, as at the time you register your Raffle with the Site.
Price: The price of your use of the Services shall be as set out on the Site, or listed in an appendix to this document as noted above, as at the time you register your Raffle. Typically, the amount of your payment of Fees to us will be expressed as a percentage of the total amount of money we collect on your behalf, through the sale of Tickets for your Raffle. Applicable taxes will also be charged. Your use of the Services confirms your acceptance to such terms.
Payment from and to Raffle Entrants: While we collect payments from Raffle Entrants on your behalf, YOU ARE SOLELY RESPONSIBLE FOR ALL PAYMENTS FROM RAFFLE ENTRANTS AND FOR DISTRIBUTING ANY PAYMENTS RECEIVED FROM RAFFLE ENTRANTS TO THE WINNER OF YOUR RAFFLE NOT MORE THAN 60 DAYS AFTER THE WINNER IS SELECTED, OR AS OTHERWISE SET OUT IN THIS AGREEMENT (for example, in the case where a Raffle is cancelled, we will direct a third party payment processor to provide refunds to Raffle Entrants). Raffle Organizers should be aware that any delay in receiving the balance of payments from Raffle Entrants may result in their inability to promptly award a cash prize to the Winner. Please consider your Raffle’s Ticket Sale End Date, draw date and Rules(as that term is defined in Subsection 3(h) below) in order to accommodate potential delays in awarding the prize to the Winner.
Currency: Unless stated otherwise, all prices quoted are payable in Canadian dollars.
Cancellation and Refunds: What happens, if a raffle is cancelled, depends upon the circumstances of the cancellation:
- We are responsible for the cancellation: Your payment of the Fees shall not be refunded to you, by us, under any circumstances whatsoever, except where we have refused or cancelled our services in connection with any Raffle because we are technically or functionally unable to complete the Raffle. In only these limited circumstances will we issue a full refund of our Fees to you, and we will direct any applicable third party payment processor to issue a refund of all monies paid by Raffle Entrants for Tickets, to such Raffle Entrants, as soon as is commercially reasonable.
- A technical or functional issue results in some tickets being invalid: If a technical or functional issue prohibits us from processing some, but not all of the Tickets which have been purchased for the Raffle, then we will conduct the Raffle using all remaining functional Tickets. In these circumstances, we reserve the right to charge you Fees which will be determined by written agreement reached between you and us, acting reasonably and in good faith.
- All other circumstances leading to cancellation: Any other cancellation of a Raffle will result in you paying us a $500 administrative fee, to cover the costs of our expenses in connection with establishing your Raffle. We will direct any applicable third party payment processor to issue a refund of all monies paid by Raffle Entrants for Tickets, to such Raffle Entrants, not later than 60 days after the date of such cancellation (provided that we are not responsible for the third party payment processor's failure to issue such a refund to such Raffle Entrants within this timeframe, or at all).
Following the Ticket Sale End Date, our Fees will not be refunded to you, by us, under any circumstances whatsoever. No Tickets will be added to any Raffle which has already begun, after which time you will have no ability to edit or cancel the Raffle. Any Tickets which are cancelled may not be re-entered into a Raffle and the Raffle Organizer shall not be permitted to sell additional Tickets, to replace Tickets which have been cancelled. Other terms relevant to cancellation and refunds are as set out in Section 8 below, which terms are hereby acknowledged and accepted by Raffle Organizers.
Chargebacks and Disputes: You agree to indemnify and hold harmless Funding Change and its officers, directors, subsidiaries, affiliates, employees, representatives, agents, licensors and their respective successors and assigns (collectively, its "Others"), against any chargeback costs (plus any related fees) which we are required to pay, as a result of a payment dispute with a Raffle Entrant.
Taxes: You are solely responsible for collecting and remitting all applicable taxes in respect of your use of the Services.
3. Registration of Raffles
The Site allows you to register your Raffles, so that you can sell Tickets to Raffle Entrants through the Site. When you register your Raffle, you need to provide us information which we require, in order to verify the Raffle and to sell Tickets for the Raffle. This information includes, but is not limited to:
- the legal name and address of the Raffle Organizer;
- the location, date and time that the Raffle's Winner will be drawn;
- a description and value of the prize for your Raffle;
- the number of Tickets which will be available for purchase and the price of each Ticket;
- the maximum revenue the Raffle is allowed to generate (if applicable);
- the Ticket Sale End Date;
- the licence number for the Raffle which has been issued by the Provincial Regulator;
- the rules ("Rules") by which your Raffle will be governed (which Rules shall incorporate all rules which you are required by the Provincial Regulator to implement, as part of your Raffle);
- a contact person for the Raffle Organizer; and
- such other information as may be required to comply with the terms of the licence for your Raffle which has been issued by the Provincial Regulator (your "Licence").
You represent and warrant that: i) you are legally entitled to operate each Raffle you register with us, in the manner you describe the Raffle to us; and ii) all information you submit to us regarding your Raffle is true and correct.
While we are responsible for validating eligibility of issued Tickets for Raffles (but not the eligibility of a particular Raffle Entrant to: (i) purchase Tickets (which is solely the responsibility of the Raffle Entrant); and (ii) be selected as the Winner (which is solely the responsibility of the Raffle Entrant and the Raffle Organizer), and for selecting the Winner of each Raffle, once authorized to do so by the Raffle Organizer, we are not responsible for verifying the Winner's identity. We will provide you information about the winning Ticket, but you are solely responsible for verifying the Winner is the person who is entitled to claim the prize, based on his or her purchase of the winning Ticket. You are solely responsible for deciding if a redraw of a winning Ticket (a "Redraw") is necessary, and, provided that such a Redraw is not contrary to this Agreement or any other laws or rules (including all rules set by the Provincial Regulator), we will perform such Redraws as you may direct, at any time up to and including 60 days after the stated final draw date (as that date is posted by you on the Site and as set out in your Licence).
5. Compliance with Provincial Regulator Terms and Conditions
Raffles operate in a highly regulated environment. Therefore, your compliance with the terms of your Licence is essential to the proper operation of the Services. You represent and warrant that you will at all times: i) comply with the terms of your Licence; and ii) abide by the requirements of The Liquor and Gaming Control Act, associated provincial regulations, the raffle terms and conditions and technical standards for electronic raffle systems which are created and revised by the Provincial Regulator, from time to time, and such other terms or conditions as may be set by the Provincial Regulator, in connection with your Raffle (collectively, the "Provincial Regulator Rules"). This Agreement is subject to the Provincial Regulator Rules and, in the event of conflict, the Provincial Regulator Rules will prevail and govern.
6. Information Required to Comply with the Provincial Regulator Rules
Part 2 - Raffle Entrants
Part 2 applies only to a "Raffle Entrant" or "Raffle Entrants" (as those terms are described in Part 1 above). As used in this Part, "you" means (and "your" refers to) a Raffle Entrant, or Raffle Entrants, as the case may be, and “we” means (and “us”, “our”, and “ours” refer to) Funding Change.
7. Our Services
The Site brings together Raffle Organizers and Raffle Entrants. You can use the Site to purchase Tickets for Raffles that have been created by Raffle Organizers, and to learn more about causes which are supported by Raffle Organizers. We will collect your payments for Tickets on behalf of Raffle Organizers and remit those payments to Raffle Organizers, after the end of the Event, so that Raffle Organizers can distribute the prize to the Winner.
No Recourse: WE ARE NOT A PARTY TO THE RELATIONSHIP BETWEEN YOU AND THE RAFFLE ORGANIZER, AND AS SUCH, WE HAVE NO RESPONSIBILITY TO YOU AS REGARDS THE RAFFLE FOR WHICH YOU HAVE PURCHASED A TICKET. YOU AGREE THAT YOU WILL HAVE NO RECOURSE OR REMEDY AGAINST US, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT.
Terms of Payment: Terms of payment will be determined in our sole discretion. When you purchase a Ticket, your participation in the Raffle will be governed by the Rules which have been set by the Raffle Organizer, as set out on the Site, from time to time, as well as this Agreement and the Provincial Regulator Rules. Those terms will include a Ticket Sale End Date, the number of Tickets which you may purchase and the cost of each such Ticket.
Third Party Payment Processing: When you purchase a ticket for a Raffle, Funding Change may provide you access to third party payment processors. We neither monitor nor have any direct control or input over such processors' activities. You acknowledge and agree that Funding Change provides access to such third party payment processors "as is" without any warranties, representations or conditions of any kind. Your use of third party payment processors is entirely at your own discretion and you should ensure you are familiar with, and approve, the terms on which such services are provided by the relevant third party payment processor.
Price: The price of each Ticket shall be as set out on the Site, as at the time you confirm your order. Additional taxes and services charges may apply.
Payment by Credit Card: All payments will be made by credit card, unless we agree to accept another form of payment from you, in writing, before you place your order. The credit card that you provide when you make your order will be immediately billed when your order is placed. Any payments you make are subject to the approval of the issuer of your credit card (or any other third party which is involved in your payment to us, such as PayPal or a bank), and no order shall be completed unless and until we receive such approval.
Currency: Unless stated otherwise, all prices quoted are payable in Canadian dollars.
Payment to Winner: Following the Ticket Sale End Date, the Raffle Organizer shall be solely responsible for verifying the identity of the Winner of each Raffle. We will transfer to the Raffle Organizer all payments we have received from the purchase of Tickets, as set out in Part 1 above, less our Fees. THE RAFFLE ORGANIZER SHALL BE SOLELY RESPONSIBLE FOR PAYING ALL PRIZES TO THE WINNER.
Cancellation and Refunds: If a Raffle is cancelled (or if your Ticket is invalid for any reason, whether through your actions or due to a technical or functional error in connection with the Site or Services), we will direct any applicable third party payment processor to issue a refund of all monies paid by you for Tickets, to you, as soon as is commercially reasonable (and in any event, within 48 hours of our determining we will issue a refund to you). WE ARE NOT RESPONSIBLE FOR THE THIRD PARTY PAYMENT PROCESSOR'S HANDLING OF YOUR REFUND. All refunds must be requested through the Raffle Organizer and any refunds will apply to all Tickets you have purchased, for a Raffle. We cannot issue partial refunds for some (but not all) Tickets you have purchased. Following the Ticket Sale End Date, no Tickets may be cancelled and none of your payments may be refunded to you, by us, under any circumstances whatsoever.
The Raffle Organizer may provide Rules for each Raffle. Your participation in a Raffle is subject to any such Rules. As we do not set the Rules, we have no responsibility for their accuracy or correctness and we present them to you on an "as is" basis, only.
10. Eligibility to Purchase Tickets and Participate in Raffles
You represent and warrant that you are: i) legally entitled to purchase Tickets through the Site and to participate in any Raffles you enter; and ii) all information you submit to us, in connection with your use of the Services, is true and correct.
Redraws are the responsibility of the Raffle Organizer, as set out in Section 4 above.
12. No Bearer Tickets
A draw which uses bearer tickets means the person who holds the winning ticket is entitled to put forward a claim to the prize. In this case, the Tickets are not bearer tickets. Rather, each Ticket is marked by a unique ticket validation number, which we submit to a random number generator that is used to draw the winning Ticket (we perform the draw, once we are authorized to so do, by the Raffle Organizer). When you purchase a ticket, you will receive an electronic Ticket that outlines your purchase as well as the details of your transaction. Details about how the Winner can claim his or her prize are as posted on the Site, from time to time.
13. Disclosure of the Winner
The first and last name of the Winner will be posted on the Site, for at least 60 days after the conclusion of the Raffle. If you do not wish to have your name posted on the Site, please consider this term and do not purchase a Ticket. Your purchase of a Ticket signifies your agreement to our posting of your name on the Site, in accordance with this Section 13.
Part 3 - General Terms and Conditions
Part 3 applies to all users of the Site. As used in this Part, “you” means (and “your” refers to) the user of the Site, “we” means (and “us”, “our”, and “ours” refer to) Funding Change. Terms which are defined in Part 1 and Part 2 have the same meaning throughout this Agreement, notwithstanding that Part 1 only applies to Raffle Organizers and Part 2 only applies to Raffle Entrants.
14. Consent to Electronic Communication
When you visit the Site, use services which are provided on or through the Site or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing and/or signed.
15. Modification to the Site
We may revise this Agreement, at any time, by updating this posting. We may provide notice to you of material revisions by means of a general notice on the Site. Your continued use of the Site after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
17. Your Account
You may be required, when you use certain features of the Site, to create a user name and password. If we determine that the user name you have chosen is in use by someone else or it is otherwise offensive, we may refuse to allow you, in our sole discretion, to use your chosen user name. In addition, you are responsible for maintaining the confidentiality of your password and you are responsible for all uses of your user name, whether or not you authorize such uses. You agree to notify us of any unauthorized use of your user name and password. We are not responsible for verifying your identity or the identity of anyone who uses your account, and we are not liable for any loss or damage as a result of your failure to protect your password. You agree that any registration information you provide will be true and accurate. We reserve the right to automatically log you out of your account after such a period of inactivity as we determine is reasonable, in the circumstances.
18. Ownership of Content
Our Content: Except for Your Content (which is discussed below), all materials displayed or otherwise accessible on the Site, including, without limitation, text, photographs, images, illustrations, graphics, icons, code (collectively, "Our Content") and the selection and arrangement of Our Content on the Site are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on the Site by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Site or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited. The display of Our Content does not imply that you have been granted a license by us or other entities with respect to it.
Your Content: You retain ownership in and to materials you submit to us, including, without limitation, text, photographs, images, illustrations, graphics and icons (collectively, "Your Content"), but you agree to grant us a licence to use Your Content, as we see fit, in our sole discretion, for the purpose of providing the Services. We reserve the right to disclose Your Content, at any time, as is required to comply with applicable laws, and the right to remove any of Your Content that is in violation of the terms and conditions of this Agreement. You also agree that any rights you assert in and to Your Content will be subject to standards of commercial reasonableness.
Reporting infringement: If you believe in good faith that any material that is made available on the Site infringes your copyright, please contact us at email@example.com.
Trademarks: Certain words, phrases, names, designs or logos on the Site may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on the Site does not imply that you have been granted a licence by us or others with respect to them.
19. Limited Licence
Subject to the terms and conditions of this Agreement, you are granted a limited personal, non-exclusive, non-transferable, revocable licence to access, view and use the Site, including a limited licence to download, print and store single copies of Our Content from the Site, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, in the Site. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
20. Prohibited Uses
While you use the Site, you must comply with all applicable laws, rules and regulations. In addition, use of the Site is based on the following rules of conduct. You will not:
- Post, transmit, or otherwise make available any material that is or may be (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) an infringement of another person's privacy by disclosing the personal information of another individual without their knowledge and consent.
- Post, transmit, or otherwise make available, any material that may violate the proprietary rights of any third party, including, without limitation, copyrighted software, photographs, texts, videos or artwork or any moral rights associated therewith.
- Use the Site in a manner which will violate or solicit the violation of any applicable local, provincial, territorial, state, national or international law, rule or regulation, including, without limitation, applicable privacy laws and the statute known as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications (Canada).
- Use the Site to post transmit, or otherwise make available any material which would: (a) give rise to criminal or civil liability; (b) encourage conduct that constitutes a criminal offence; or (c) encourage or provide instructional information about illegal activities.
- Impersonate any person or entity, including, but not limited to, any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make without our prior written consent.
- Post, transmit, or otherwise make available any virus, worm, trojan horse, spyware, or any other computer code, file, or program that may, or is intended to, damage or hijack the operation of any hardware, software, server or telecommunications equipment.
- Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Site, without our prior written consent.
- Interfere with or disrupt the Site.
- Post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunity, or any other form of solicitation.
- Use the Site for any commercial purposes other than those which are expressly set out in this Agreement.
- Use the Site if you are a minor, except in accordance with applicable laws, and with the approval of your parent or guardian.
- Use the Site or the Services in a manner which is contrary to the Provincial Regulator Rules or any applicable Licence.
Any person who is found, or reasonably suspected, to have violated the rules of conduct provided above may be barred from using the Site, in our sole discretion, and may be subject to other legal remedies.
21. Practices Regarding Use and Storage
Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us, including, without limitation, Your Content and Our Content.
Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary, including, without limitation, Your Content, to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
22. Linking and other Sites
No Endorsement or Responsibility: The Site may include links to other websites, solely as a convenience to users. We do not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites.
Linking to the Site: Please advise us to request permission to link to the Site. We reserve the right to cancel and revoke any permission we may give to link to the Site at any time, for any reason, without any notice, and without any liability to you or any other person.
23. No Warranty
Use at Your Own Risk: Access to the Site and the materials provided on the Site are provided "as is" and without warranties of any kind either express or implied. By accessing and using the Site, you acknowledge and agree that it is entirely at your own risk. We make no representation or warranties regarding the Site or materials on the Site, including, without limitation, that the Site or materials on the Site will be accurate, complete, correct, timely or suitable, that any products and Services contained on or made available through the Site are of merchantable quality or fit for a particular purpose, that the Site will be available at all times or that the Site will be free from errors, viruses or other harmful components. We are not responsible for any materials, submissions or other information on the Site or any linked site that you may find offensive, undesirable or objectionable. You should note that the Internet is an inherently insecure medium, and sending any online communication provides no guarantee of successful delivery. Care should be taken to ensure that the content of your online communication is not sensitive or confidential, since we can take no responsibility for communication which is lost, delayed, or misdelivered. Further, we specifically disclaim any responsibility or liability for the accuracy, completeness, correctness, timeliness or usefulness of third party information. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, warranties and conditions regarding use of the Site, including all implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement, whether express or implied, or arising from a course of dealing, usage or trade practice. Be aware that information you share on the Site will be available to others. We are not responsible for what others do with such shared materials and other information, once you post them on the Site.
24. Limitation of Liability, Release and Indemnity
THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM FUNDING CHANGE, OR ITS OTHERS WHICH YOU MAY SUFFER ARISING, CAUSED, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF, OR INABILITY TO USE, THE SITE, ANY ACCURACY, INCOMPLETENESS, OR INCORRECTNESS CONTAINED ON THE MATERIALS DISPLAYED, ACCESSED OR USED ON THE SITE, OR YOUR RELIANCE OR ACTING UPON THE MATERIALS ON THE SITE, INCLUDING, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA AND/OR PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT, TORT, IN EQUITY, AT LAW OR OTHERWISE AND WHETHER OR NOT FUNDING CHANGE HAS OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF FUNDING CHANGE AND ITS OTHERS TO YOU FOR DAMAGES SUFFERED BY YOU ARISING OUT OF, RELATED TO OR CAUSED BY THE SITE, THE SERVICES OR THE USE THEREOF, EXCEED A MAXIMUM AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES. YOU ACKNOWLEDGE THAT THE FEES PAID BY YOU REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FUNDING CHANGE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
RELEASE: YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE FUNDING CHANGE, AND ITS OTHERS FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE SITE AND THE SERVICES, EXCEPT AS MAY BE SET OUT IN THE PRECEDING PARAGRAPH.
INDEMNITY: YOU AGREE TO INDEMNIFY AND HOLD FUNDING CHANGE, AND ITS OTHERS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF SUBMISSIONS YOU SUBMIT, POST TO OR TRANSMIT THROUGH THE SITE, YOUR USE OF THE SITE AND MATERIALS, INCLUDING, WITHOUT LIMITATION, THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES YOU MAY PURCHASE FROM, THROUGH OR IN CONNECTION WITH THE SITE, YOUR CONNECTION TO THE SITE, YOUR DOWNLOADING AND USE OF MATERIALS, YOUR VIOLATION OF THE LAW, THIS AGREEMENT OR THE RIGHTS OF ANOTHER.
25. Conflict of Laws
Application of Manitoba Laws: We, along with the Site and its server, are physically located within the Province of Manitoba, Canada. This Agreement will be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of Manitoba's courts.
Laws Excluded: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.
Waiver of Rights: You agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against us related to your use of the Site, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
Agreement in English: The parties hereto 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.
26. International Matters
Unless otherwise specified, the Site is presented solely for the purpose of promoting products and services available in Manitoba. We make no representation that the Site, Our Content and all other materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
27. Force Majeure
We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: (i) acts of God; or (ii) failure or disruptions in third-party-controlled or operated communications facilities; or (iii) worms, viruses and other disabling or disruptive software, communications or files.
Suspension of your Use of the Site: If you breach any provision of this Agreement, you may no longer use the Site. We may at any time and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Site or the Services, all without any notice or liability to you or any other person.
No Refunds or Rights on Termination: Except as set out in Sections 2 and 8 above, we shall not be responsible for refunding or otherwise paying any funds, amounts or credits that we may owe to you if we have suspended or terminated your permission to use the Site or any part thereof. We reserve the right to cease, suspend or interrupt operation of or access to the Site or any part thereof, and shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
The provisions of Sections that are by their nature intended to survive termination of this Agreement shall survive termination of this Agreement including, but not limited to, Sections 2, 5, 8, 9, 10, 18, 20, 21, 22, 23, 24, 25, 26, 28 and this Section 29.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign this Agreement without restriction.
31. Our Contact Information
If you have any questions about this Agreement, or the Site generally, please contact us at:
601-62 Albert St.
Winnipeg, MB R3B 1E9