CanadaHelps for Charities Subscription Services |
TERMS OF SERVICE

‍Last Updated: October 4, 2024
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This CanadaHelps for Charities Subscription Services Terms of Service (“Terms of Service”) form an agreement between the customer named in the Order Form (“Charity”, “you” or “your”) and CanadaHelps CanaDon (“CanadaHelps”, “we”, “us” or “our”) under which the Charity accesses and uses the applicable CanadaHelps Solution and is entered into on the Effective Date. This Agreement includes any current or future Order Forms, and all such documents are incorporated by this reference. CanadaHelps and Charity will be referred to together as the “Parties” and each a “Party”.  This Agreement is entered into on the earlier of the date Charity first uses any part of the CanadaHelps Solution and the date Charity agrees to be bound by this Agreement (the “Effective Date”). Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in Section 1 (A) of these Terms of Service. This Agreement sets forth the terms and conditions that govern the provision and use of the Services. BY CLICKING OR CHECKING THE “I AGREE” BOX OR OTHERWISE USING CANADAHELPS SOLUTION (INCLUDING THE WEBSITE, AS DEFINED BELOW), CHARITY ACKNOWLEDGES THAT CHARITY HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1 (B). IF CHARITY DOES NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, CHARITY WILL IMMEDIATELY CEASE ANY FURTHER USE OF CANADAHELPS SOLUTION. CHARITY REPRESENTS AND WARRANTS TO CANADAHELPS THAT CHARITY HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CHARITY IS USING THE CANADAHELPS SOLUTION ON BEHALF OF ANOTHER PERSON, CHARITY HEREBY REPRESENTS AND WARRANTS TO CANADAHELPS THAT CHARITY HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF SERVICE.
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1. Definitions; Amendment
(A) Definitions. Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 (B) as follows:
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(a) “Administrator User Account” means the administrator account for use by the Administrator User.
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(b) “Administrator Users” means those Staff Users of Charity that are authorized by Charity to access and use the CanadaHelps for Charities Subscription Services on Charity’s behalf through an Administrator User Account.
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(c) “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

(d) “Aggregated Data” has the meaning set out in Section 3(c).

(e) “Agreement” means these Terms of Service, together with any Order Forms, any attachments, exhibits, and/or amendments thereto, all as amended from time to time.

(f) “Amendment” has the meaning set out in Section 1 (B).

(g) “Anti-Spam Laws” means Canada’s Anti-Spam Legislation and the regulations thereunder and any other Applicable Laws that regulate the same or similar subject matter.

(h) “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority, including Privacy Laws.

(i) “Baseline Model” means an AI-powered neural network for natural language processing based on parameters that are trained on text scraped from the open web.

(j) “CanadaHelps for Charities Subscription Services” means (i) the services through which CanadaHelps hosts and makes available the CanadaHelps Software, as described in an Order Form; and (ii) any component or Modification of the services referred to in (i). The term “CanadaHelps for Charities Subscription Services” includes Websites and does not include Services, or Third Party Products.

(k) “CanadaHelps Indemnitee” has the meaning set out in Section 11.

(l) “CanadaHelps Materials” means the CanadaHelps information or data (including third-party data) that CanadaHelps may provide to Charity pursuant to this Agreement, including the Documentation. CanadaHelps Materials does not include Charity Data or GenAI Outputs.

(m) “CanadaHelps Metadata” means any metadata that is generated by or resulting from the Processing of the Charity Property and that results from the ordinary course of the operation of the CanadaHelps Solution, but will not include Charity’s Confidential Information.

(n) “CanadaHelps Platform” means CanadaHelps’ AI-powered text prediction and large language model (LLM) platform utilizing proprietary Baseline Models, tools and frameworks and any updates thereto.
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(o) “CanadaHelps’ Products” means: (i) CanadaHelps for Charities Subscription Services if set forth in an Order Form; (ii) CanadaHelps Materials; (iii) and CanadaHelps’ other software, tools, developer services, data, and websites; and (iv) any component or Modification of the foregoing. The term “CanadaHelps’ Products” does not include Third Party Products.
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(p) “CanadaHelps Property” has the meaning set out in Section 3(d).

(q) “CanadaHelps Software” means all software used by CanadaHelps to provide the CanadaHelps for Charities Subscription Services, and any updates provided as part of the CanadaHelps for Charities Subscription Services and may include the CanadaHelps Platform.
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(r) “CanadaHelps Solution” means the CanadaHelps’ Products and Services, collectively, and any part thereof.
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(s) “CEMs” has the meaning set out in Section 10(a).    

(t) “Charity Data” means any data (other than Aggregated Data and CanadaHelps Metadata), information, content, records, and files that Charity or any of its Permitted Users loads or enters into, transmits to, or makes available to the CanadaHelps Solution, including Personal Information provided by Charity or Permitted Users.

(u) “Charity GenAI Model” means any GenAI model that has been trained

(v) “Charity Property” means Inputs and Charity Data. The term “Charity Property” does not include any CanadaHelps Property.
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(w) “Charity User Accounts” means the Staff User Accounts and Administrator User Accounts.

(x) “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

(y) “Confidential Information” has the meaning set out in Section 9.

(z) “Data Processing Addendum” means the CanadaHelps’ data processing addendum located at forcharities.canadahelps.org/subscription-service-data-processing-addendum.

(aa) “Discloser” has the meaning set out in Section 9.
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(bb) “Documentation” means documentation relating to the operation and use of the CanadaHelps Solution that are provided by the CanadaHelps to Charity under this Agreement, as updated by CanadaHelps from time to time.
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(cc) “Effective Date” has the meaning set out in the preamble of these Terms of Service.

(dd) “Feedback” has the meaning set out in Section 3(e).
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(ee) “Fees” has the meaning set out in Section 8(a).

(ff) “Force Majeure Event” has the meaning set out in Section 14.

(gg) “GenAI” means a type of AI containing different technologies, deep learning, large language model, AI trained on large quantities of data to generate new high-quality data, content, outputs, or artifacts, including any application programming interface.

(hh) “GenAI Outputs” means outputs that are created by the CanadaHelps for Charities Subscription Services using GenAI that are based on Charity’s Inputs. GenAI Outputs can include text, images, video, narrative (audio), software code (including AI models), synthetic data, designs, schematics, simulations, and any other information.

(ii) “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.

(jj) “Gross Negligence or Wilful Misconduct” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was in reckless disregard of a wanton indifference to the harmful and foreseeable consequences of such act or failure to act, but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).

(kk) “High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; (ii) high risk of economic harm; or (iii) high risk government decision making.

(ll) “Input” means all inputs that Permitted Users provide into the CanadaHelps’ Products.

(mm) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(nn) “Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
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(oo) “Malicious Code” means viruses, worms, time bombs, trojan horses and other malicious code, files, scripts, agents or programs.

(pp) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
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(qq) “Order Form” CanadaHelps provided ordering document, online registration, order description or order confirmation referencing these Terms of Service.

(rr) “Order Form Effective Date” means the effective date or start date set forth in an applicable Order Form.

(ss) “Order Form Initial Term”  has the meaning set out in Section 13(a).

(tt) “Order Form Renewal Term” has the meaning set out in Section 13(a).

(uu) “Order Form Term” means with respect to each applicable Order Form, the Order Form Initial Term and all Order Form Renewal Terms.

(vv) “Permitted Purpose” has the meaning set out in Section 2(a).

(ww) “Permitted User(s)” means Administrator Users and Staff Users.

(xx) “Personal Information” has the meaning set out in the Data Processing Addendum.

(yy) “Pre-Existing Intellectual Property” means any materials, computer programs, documentation, and other information or intellectual property of CanadaHelps which were in existence prior to execution of this Agreement or which were developed independently of this Agreement.

(zz) “Privacy Laws” has the meaning set out in the Data Processing Addendum.

(aaa) “Process” or “Processing” has the meaning set out in the Data Processing Addendum.

(bbb) “Recipient” has the meaning set out in Section 9.

(ccc) “Services” means the Support Services, and an other services set out in an Order Form, collectively, and any part thereof. The term “Services” includes any services provided to Charity under a free trial, beta trial or made available online by CanadaHelps, including associated CanadaHelps’ offline components, as described in the Documentation but excludes Third Party Products.

(ddd) “Staff User Account” means each user account created by a Staff User when sent a unique link by the Administrator User.

(eee) “Staff Users” means those active employees of Charity that are permitted by Charity to access and use the CanadaHelps’ Products.

(fff) “Support Services” has the meaning set out in Section 6.

(ggg) “Term” has the meaning set out in Section 13(a).

(hhh) “Terms of Service” has the meaning set out in the preamble.

(iii) “Third Party Licensed Technology” means third party technology or content that is licensed under separate license terms and not under this Agreement.
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(jjj) “Third Party Products” means Third Party Licensed Technology or other third party products that are owned by third parties and are incorporated into or accessible through the CanadaHelps for Charities Subscription Services.
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(kkk) “Website” any websites used by CanadaHelps and its subcontractors to provide the CanadaHelps for Charities Subscription Services.
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(B) Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, CanadaHelps may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by giving Charity 30 days prior notice of such Amendment or posting notice of such Amendment on CanadaHelps’ Website. Unless otherwise indicated by CanadaHelps, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Charity or is posted on CanadaHelps’ Website (whichever is the earlier).

2. The CanadaHelps for Charities Subscription Services
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(a) Provisioning of the CanadaHelps for Charities Subscription Services. Subject to Charity’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, during the Order Form Term, CanadaHelps will make the CanadaHelps for Charities Subscription Services available to Charity  and its Staff Users solely for the internal business purposes of Charity (“Permitted Purpose”), subject to this Agreement, including the scope of use defined in the applicable Order Form, the Data Processing Addendum and other applicable exhibits annexed hereto. Charity is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the CanadaHelps’ Products, and for Permitted Users’ compliance with this Agreement.  Charity may access and use the CanadaHelps Solution  only in Canada.
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(b) Subcontracting. CanadaHelps may engage third parties to provide the CanadaHelps Solution or any part of them without the prior consent or Charity or without prior notice to Charity. The delegating or subcontracting of all or any part of CanadaHelps’ obligations set out in this Agreement will not relieve CanadaHelps from any obligation or liability under this Agreement.

(c) Restrictions on Use. Charity will not itself, and will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the CanadaHelps Property or any Intellectual Property Rights therein, or otherwise make the CanadaHelps Property available to any third parties other than Permitted Users; (ii) use or access the CanadaHelps Property:  (A) in violation of any Applicable Laws or Intellectual Property Right; (B) for any High Risk Activities; (C) in a manner that threatens the security or functionality of the CanadaHelps’ Products; or  (D) for any purpose or in any manner not expressly permitted in this Agreement; (iii) use or access the CanadaHelps Solution  to create, collect, transmit, store, use or otherwise Process any Charity Property that: (A) Charity does not have the lawful right to create, collect, transmit, store, use or otherwise Process; (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or  (C) contains any computer viruses, worms, Malicious Code, or any software intended to damage or alter a computer system or data; (iv) copy or modify the CanadaHelps Property; (v) reverse engineer, de-compile or disassemble the CanadaHelps Property or any part of them; (vi) access or use the CanadaHelps Property for purposes of benchmarking or competitive analysis of such CanadaHelps Property; (vii) access or use the CanadaHelps Property for the purpose of building a similar or competitive product or service; (viii) remove or obscure any proprietary notices or labels on the CanadaHelps Property, including brand, copyright, trademark and patent or patent pending notices; or (ix) perform any vulnerability, penetration or similar testing of the CanadaHelps Property. Charity will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the CanadaHelps’ Products.  CanadaHelps makes no representation or warranty that the CanadaHelps’ Products  may be exported without Charity first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.  
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(d) Suspension of Access; Scheduled Downtime; Modifications. CanadaHelps may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement: (A) suspend Charity’s access to or use of the CanadaHelps’ Products  or any component of them: (i) for scheduled maintenance;  (ii) due to a Force Majeure Event; (iii) if CanadaHelps believes in good faith that Charity or any Permitted User has violated any provision of this Agreement; (iv) for non payment of undisputed Fees as provided in Section 8(c) of these Terms of Service; (v) to address any emergency security concerns; (vi) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or (vii) for any other reason as provided in this Agreement; and (B) make any Modifications to the CanadaHelps’ Products  provided that such Modifications do not result in any material reduction to the functionality or performance of the CanadaHelps’ Products.  Charity is required to accept all patches, bug fixes and updates made by or on behalf of CanadaHelps to the CanadaHelps’ Products.

3. Ownership; Reservation of Rights and License Grants
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(a) Subject to the rights granted in this Section 3 and the Data Processing Addendum, Charity or its Permitted Users, as applicable, retain all right, title and interest in and to Charity Data, including any Intellectual Property Rights in Charity Data.

(b) Charity grants to CanadaHelps, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license during the Term to access, collect, use,  store, transfer, transmit, copy, modify, adapt, display, and otherwise Process Charity Property to provide the CanadaHelps Solution and to improve and enhance the CanadaHelps Solution and its other offerings.
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(c) Charity grants to CanadaHelps, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license to access, collect, use, store, transfer, transmit, copy, modify, adapt, display, and otherwise Process Charity Property to: (i)  improve and enhance the CanadaHelps Solution and CanadaHelps’ other offerings; (ii) produce or generate CanadaHelps Metadata;  and (iii) produce or generate data, materials or information, including related to how individual Permitted Users interact with the CanadaHelps for Charities Subscription Services  including frequency and duration of usage, specific features or functions accessed, Permitted User preferences and patterns of behavior and that: (x) is anonymized; (y) cannot be re-identified by CanadaHelps; and (z) does not contain any Personal Information, or identify any customers or Permitted Users of Charity or Charity (such data, information and materials, the “Aggregated Data”).  CanadaHelps may use, store, disclose, transfer, transmit, copy, modify, display and otherwise Process the Aggregated Data for any purpose and without restriction or obligation to Charity of any kind. Aggregated Data is not Charity Data and is not Charity’s Confidential Information.
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(d) CanadaHelps or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:  (i) Website and the CanadaHelps Solution;  (ii) Pre-Existing Intellectual Property; (iii) Baseline Models, CanadaHelps Software and CanadaHelps Platform; (iv) CanadaHelps Materials;  (v) anything used, developed or delivered by or on behalf of CanadaHelps under this Agreement including any Aggregated Data, CanadaHelps Metadata, Charity GenAI Model;  (vi) all other CanadaHelps’ Confidential Information, including any reports generated from the CanadaHelps for Charities Subscription Services; and (vii) any Modifications to the foregoing (i) to (vi), (collectively “CanadaHelps Property”).

(e) To the extent that Charity or any Permitted User submits ideas, suggestions, documents, or proposals regarding the CanadaHelps Solution to CanadaHelps (“Feedback”), Charity acknowledges and agrees that: (i)  the Feedback does not contain confidential or proprietary information and CanadaHelps is not under any obligation of confidentiality with respect to the Feedback; and (ii) CanadaHelps will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Charity for such use.
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(f) Subject to the terms and conditions of this Agreement, CanadaHelps hereby grants to Charity  a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Order Form Term to use the CanadaHelps Materials, and reports solely for the purpose of use and receipt of the CanadaHelps for Charities Subscription Services for the Permitted Purpose. AS BETWEEN CANADAHELPS AND CHARITY, CHARITY WILL HAVE FULL OWNERSHIP OF ALL RIGHTS IN CHARITY INPUTS AND GENAI OUTPUTS (AND ALL DERIVATIVE WORKS THEREOF) OTHER THAN ANY CANADAHELPS PROPERTY EMBEDDED IN SUCH GENAI OUTPUTS. NOTWITHSTANDING THE FOREGOING, CHARITY ACKNOWLEDGES AND AGREES THAT CERTAIN JURISDICTIONS DO NOT RECOGNIZE INTELLECTUAL PROPERTY OWNERSHIP IN GENAI OUTPUTS AND AS A RESULT CANADAHELPS MAKES NO REPRESENTATION OR WARRANTY THAT CANADAHELPS WILL HAVE FULL OWNERSHIP OF SUCH GENAI OUTPUTS.

4. Privacy
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To the extent Charity Property includes Charity’s Personal Information, CanadaHelps will Process such Charity’s Personal Information according to the Data Processing Addendum.

5. Charity User Account; Responsibility for Permitted Users
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(a) Charity will ensure that a Permitted User only uses the CanadaHelps for Charities Subscription Services through the Permitted User’s assigned Charity User Account. Charity will not allow any Permitted User to share a Charity User Account with any other person. Charity will promptly notify CanadaHelps of any actual or suspected unauthorized use of the CanadaHelps for Charities Subscription Services. CanadaHelps reserves the right to suspend, deactivate, or replace a Charity User Account if it determines that a Charity User Account may have been used for an unauthorized purpose. Charity is responsible for Administrator Users’ compliance with this Agreement and Charity is responsible for any dissemination of such unique link to the CanadaHelps for Charities Subscription Services.
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(b) As between CanadaHelps and Charity, Charity will be responsible for: (i) the accuracy, quality and legality of Charity Property, the means by which Charity acquired Charity Property, Charity’s use of applicable Charity Property within the CanadaHelps for Charities Subscription Services, and the interoperation of any Third Party Products or systems with which Charity uses the CanadaHelps’ Products;  (ii) providing, at its own expense, all network access to the CanadaHelps’ Products, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the CanadaHelps’ Products  or any other CanadaHelps Property; (iii) properly configuring and using the CanadaHelps for Charities Subscription Services and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; (iv) using the CanadaHelps for Charities Subscription Services and any other CanadaHelps Property in accordance with this Agreement and Applicable Laws; (v) ensuring that only Permitted Users access and use the CanadaHelps’ Products  and other any CanadaHelps Property pursuant to this Agreement; and (vi) ensuring that none of the Permitted Users bring or maintain any Claim against CanadaHelps, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Charity will be liable for any breach by a Permitted User of this Agreement.

6. Support Services
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Charity will generally have access to CanadaHelps’ support services as set out in the support page as noted on the Website (“Support Services”).

7. Third Party Licensed Technology
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If the CanadaHelps Solution contains or requires the use of Third Party Licensed Technology or other Third Party Products.   Charity will accept and comply with the license terms applicable to such Third Party Products. If Charity does not agree to abide by the applicable license terms for any such Third Party Products, then Charity should not install, access, or use such Third Party Products. Any acquisition by Charity of Third Party Products, and any exchange of data between Charity and any such provider of Third Party Products is solely between Charity and the applicable Third Party Products provider. CanadaHelps does not warrant or support Third Party Products, even if they are designated by CanadaHelps as “certified” or otherwise recommended. CanadaHelps cannot guarantee the continued availability of Third Party Products features, and may cease providing them without entitling Charity to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Products ceases to make the Third Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to CanadaHelps. CanadaHelps is not responsible for any disclosure, Modification or deletion of Charity Property resulting from access to Charity Property by such Third Party Products or their providers.

8. Fees and Payment
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(a) Fees.  Charity will pay to CanadaHelps the fees described in any Order Form (the “Fees”).  Unless otherwise set forth in an Order Form: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Charity’s use of CanadaHelps Solution exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Charity will be billed for such usage and Charity will pay the additional fees in accordance with this Agreement. CanadaHelps reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Charity.

(b) Invoicing; Payments.  Except as otherwise set out in the Order Form, CanadaHelps may prepare and send to Charity, at the then-current contact information on file with CanadaHelps, invoices for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Charity will pay all invoiced amounts within 30 calendar days of the invoice date. Charity will pay Fees by making recurring payment if so required and as set forth in the Order Form. If Charity believes CanadaHelps has charged or invoiced Charity incorrectly, Charity must contact CanadaHelps no later than 30 days after having been charged by CanadaHelps or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Charity will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
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(c) Late Payment.  Charity may not withhold or setoff any amounts due under this Agreement.       If Charity has not paid all due and undisputed Fees when such Fees become due, CanadaHelps may in its sole discretion either: (1) suspend, in accordance with Section 2(d) until such amounts are paid in full; or (2) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator), without incurring any obligation or liability to Charity or any other person by reason of such suspension or termination as provided in Section 13(b). Any suspension of the CanadaHelps Solution by CanadaHelps pursuant to this Agreement will not excuse Charity from its obligation to make payments under this Agreement.

(d) Taxes.  The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Charity will be responsible for and pay all applicable taxes, (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement.
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(e) Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Charity. Charity may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using Services and any components thereof, Charity must have all applicable such third-party payment processor’s terms and conditions in effect. By using Services or any component thereof, Charity acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.

9. Confidential Information
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(a) Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of CanadaHelps, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, CanadaHelps Property, this Agreement and where Discloser is Charity, Charity’s Confidential Information includes Charity Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.  
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(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will: (i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its Permitted Users (if Recipient is Charity), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is CanadaHelps), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the CanadaHelps’ Products , who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement; (ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;  (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and (iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
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(c) Exceptions to Confidentiality.  Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information:  (i) only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;  (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or  (iii) in the case of CanadaHelps, to potential assignees or successors of CanadaHelps if and to the extent such persons need to know such Confidential Information in connection with a potential merger, amalgamation or other corporate transaction involving the business or assets of CanadaHelps.  
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(d) Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 9 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 9 and to the specific enforcement of the terms of this Section 9, in addition to any other remedy to which Discloser would be entitled.
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(e) Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Charity Data which is addressed at Section 13(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, CanadaHelps may retain any electronically archived Charity’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 9. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 9.

10. Warranty; Disclaimer
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(a) Charity Warranties.  Charity represents, warrants, and covenants to CanadaHelps that: (i) Charity has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Charity Property (including Personal Information), for CanadaHelps to perform its obligations and exercise its rights under this Agreement with respect to the Processing of applicable Charity Property in compliance with Applicable Laws, including applicable Privacy Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform CanadaHelps  immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; and (ii) Charity will: (A) only send or cause or permit to be sent emails, text messages or other commercial electronic messages (“CEMs”) related to the CanadaHelps’ Products  in compliance with Anti-Spam Laws, and, without limiting the foregoing, only to recipients from whom Charity has obtained all necessary consents and provided all necessary notices as required by and in compliance with Applicable Laws, including Anti-Spam Laws, and (B) not send or cause or permit to be sent any CEMs on behalf of CanadaHelps or that a recipient would reasonably believe have been sent on behalf of CanadaHelps. Charity acknowledges and agrees that it shall be the sender of any commercial electronic messages sent pursuant to this Agreement. Any template, sample or other notices provided to Charity by CanadaHelps pursuant to this Agreement or otherwise are for reference only and CanadaHelps does not represent that such templates, samples or notices are sufficient to meet Charity’s obligations under Applicable Laws.
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(b) GENERAL DISCLAIMER.  CANADAHELPS DOES NOT WARRANT THAT THE CANADAHELPS SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CANADAHELPS SOLUTION EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE CANADAHELPS SOLUTION (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CANADAHELPS TO CHARITY ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCTS IS STRICTLY BETWEEN CHARITY AND THE THIRD PARTY.   TO THE EXTENT PERMITTED BY APPLICABLE LAWS, CANADAHELPS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CANADAHELPS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CHARITY IN CONNECTION WITH CHARITY’S USE OF THE CANADAHELPS SOLUTION (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CHARITY FOR ANY PURPOSE WHATSOEVER.  CHARITY UNDERSTANDS THAT THE NATURE OF AI MODELS IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, CHARITY AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS PERMITTED USERS TO INDEPENDENTLY VALIDATE THE RESULTS OF CANADAHELPS’ PRODUCTS AND APPLICABLE SERVICES, INCLUDING ALL GENAI OUTPUTS OR OTHER OUTPUTS, BEFORE RELYING ON SUCH RESULTS AND GENAI OUTPUTS AND WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND GEN AI OUTPUTS OR OTHER OUTPUTS, WITH UNDERSTANDS SUCH LIMITATIONS.

11. Indemnities
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Charity will defend, indemnify and hold harmless CanadaHelps, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “CanadaHelps Indemnitee”) from and against any and all Losses incurred by a CanadaHelps Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a CanadaHelps Indemnitee) that arise from or relate to: (i) Charity Property; (ii) unauthorized use of the CanadaHelps Solution by Charity or any Permitted User; (iii) Charity’s business operations; (iv) Charity’s breach of Sections 2(c), 5, or 10(a); (vi) Charity’s Gross Negligence or Wilful Misconduct or fraud; or (v) use of the CanadaHelps Solution (or any part of them) by Charity or any Permitted User in combination with any third party software, application or service.  Charity will not settle any Claim without the prior written consent of CanadaHelps.

12. Limitation of Liabilities
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The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CANADAHELPS TO CHARITY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CHARITY FOR THE CANADAHELPS FOR CHARITIES SUBSCRIPTION SERVICES  IN THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CANADAHELPS’ THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL CANADAHELPS BE LIABLE TO CHARITY OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

13. Term; Order Form Term; and Termination
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(a) Term and Order Form Term.  The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated, unless earlier terminated pursuant to this Agreement (the “Term”).  Each Order Form will commence on the Order Form Effective Date set forth in such Order Form and each Order Form will continue to be in effect for the initial order form term set forth in the applicable Order Form (the “Order Form Initial Term”), unless terminated earlier in accordance with this Agreement. Except as otherwise specified in an Order Form, each  Order Form will automatically renew for successive periods of one (1) year or such longer term set forth in the applicable Order Form (each a “Order Form Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Order Form Term.

(b) Termination for Cause.  (i) Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events: (A) the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Charity’s payment obligations under Section 8) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (B) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or  (C) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution. (ii) Notwithstanding the foregoing, CanadaHelps may terminate this Agreement immediately upon notice to Charity: (A) if Charity breaches Sections 2(c), 5, or 10(a); (B) if Charity fails to pay undisputed Fees within 30 days of the date that such Fees became due; (C) as otherwise permitted in this Agreement; (D) if CanadaHelps’ s relationship with a third-party service provider that provides servers, software or other technology that it uses to provide the Services terminates or requires CanadaHelps to change the way it provides the Services; or (E) in order to comply with Applicable Law or requests from Governmental or Regulatory Authority.  (iii) If this Agreement is terminated by Charity due to CanadaHelps’ s material breach pursuant to Section 13 (b)(i), CanadaHelps will provide Charity with a pro rata refund of any unused Fees prepaid by Charity applicable to the period following the effective date of termination of the Agreement or Order Form. If this Agreement is terminated by CanadaHelps  pursuant to Section 13 (b), Charity will remain liable to pay the full Fees outstanding on the effective date of termination of the Agreement and Charity will pay all remaining Fees for the rest of the then-current Order Form Term, and Term as applicable. CanadaHelps will invoice, and Charity will pay, any accrued but unbilled Fees and any unpaid Fees covering the remainder of the Order Form Term and Term as applicable, had it not been terminated.

(c) Effect of Termination.  Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”): (i) Charity will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using CanadaHelps’ Products; (ii) Charity will return any CanadaHelps Property in its possession and certify in writing to CanadaHelps that the CanadaHelps Property has been returned; (iii) no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate; (iv) all Fees due and payable and any amounts due to CanadaHelps are immediately due and are to be immediately paid by Charity to CanadaHelps. No expiration or termination will affect Charity’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Charity to any refund; and (v) if Charity requests in writing at least 30 days prior to the Termination Effective Date and provided that Charity has paid all Fees due and payable as at the Termination Effective Date,      CanadaHelps will make all Charity Data available to Charity for electronic retrieval for a period of 30 days.  Charity is solely responsible for ensuring that any Charity Data necessary or desirable for retention by Charity in Charity’s records or in any donor record is copied and retained by Charity separately from the CanadaHelps for Charities Subscription Services prior to the end of such 30-day period.        Notwithstanding anything to the contrary in this Agreement, CanadaHelps may retain Charity Data to the extent and so long as required by Applicable Laws and CanadaHelps may retain Charity Data in its backups, archives and disaster recovery systems until such Charity Data is deleted in the ordinary course,  provided that all such Charity Data will remain subject to all confidentiality requirements of this Agreement.    
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(d) Survival.  The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; and License Grants), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer), Section 11(Indemnities), Section 12 (Limitation of Liabilities), Section 14 (General Provisions), Section 13(c) (Effect of Termination) and this Section 13(d) (Survival).

14. General Provisions
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Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to CanadaHelps, to: CanadaHelps CanaDon, Address: 30 Adelaide Street East, 12th floor, Toronto, Ontario, Canada, Attention: Aju Joseph John, Email: info@canadahelps.org, and (ii) if to Charity, to the current postal or email address that CanadaHelps has on file with respect to Charity. CanadaHelps may change its contact information by posting the new contact information on the Website or by giving notice thereof to Charity. Charity is solely responsible for keeping its contact information on file with CanadaHelps current at all times during the Term. Charity will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of CanadaHelps. Any purported assignment or delegation by Charity to any third party in violation of this Section will be null and void. CanadaHelps may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Charity. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing,  CanadaHelps may: (i) seek remedies to collect unpaid Fees from Charity; and (ii) seek remedies with respect to a violation of CanadaHelps’ Intellectual Property Rights or Section 9 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the CanadaHelps Solution (“Force Majeure Event”). This Section does not apply to any of Charity’s obligations under Sections 2(c), 5, 8 or 10(a).   Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Charity, or in Charity’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the CanadaHelps Solution; and (ii) do not override or form a part of this Agreement (including any Order Form). CanadaHelps may identify Charity by name and logo as a Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to CanadaHelps, to: CanadaHelps CanaDon, Address: 30 Adelaide Street East, 12th floor, Toronto, Ontario, Canada, Attention: Aju Joseph John, Email: info@canadahelps.org, and (ii) if to Charity, to the current postal or email address that CanadaHelps has on file with respect to Charity. CanadaHelps may change its contact information by posting the new contact information on the Website or by giving notice thereof to Charity. Charity is solely responsible for keeping its contact information on file with CanadaHelps current at all times during the Term. Charity will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of CanadaHelps. Any purported assignment or delegation by Charity to any third party in violation of this Section will be null and void. CanadaHelps may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Charity. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing,  CanadaHelps may: (i) seek remedies to collect unpaid Fees from Charity; and (ii) seek remedies with respect to a violation of CanadaHelps’ Intellectual Property Rights or Section 9 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the CanadaHelps Solution (“Force Majeure Event”). This Section does not apply to any of Charity’s obligations under Sections 2(c), 5, 8 or 10(a).   Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Charity, or in Charity’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the CanadaHelps Solution; and (ii) do not override or form a part of this Agreement (including any Order Form). CanadaHelps may identify Charity by name and logo as a CanadaHelps customer on CanadaHelps’ Website and on other promotional materials with Charity’s consent. Any goodwill arising from the use of Charity’s name and logo will inure to the benefit of Charity. To the extent of a conflict between these Terms of Service and any Order Forms these Terms of Service prevails, unless the Order Form expressly states that it modifies or varies these Terms of Service. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.
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