Chimp Account Agreement

Chimp Account Agreement

This Chimp Account Agreement (the "Agreement") is a legal agreement between you, when you become a user of the Chimp System, and the Chimp Collective (as defined in this Agreement). In this Agreement, the Chimp Collective shall be referred to as the "Chimp Collective", "we", "our" or "us" and you shall be referred to as "you" or as a "User". 

By clicking the AGREE, SIGN UP button, or by using the Chimp System or the Services we provide or by making a Donation, you accept the terms and conditions set out in this Agreement and confirm that you have authority to enter into this Agreement and authority to perform the obligations of a User set out herein.


1. Definitions

1.1 In this Agreement,

"Auditor" means the auditor, or public accountant, of the Foundation from time to time, which is currently Deloitte LLP. At any given time, the Foundation may appoint another firm of chartered professional accountants to act as the auditor. If another firm is appointed, "Auditor" shall mean that firm;

"Chimp Account" means a Chimp account established with the Foundation by you, or your predecessor, where applicable, in accordance with this Agreement, but does not include a Chimp Investment Account;

"Chimp Account Identification" means the identification name(s), number(s) and/or password(s) that we authorize you to use which enable you to access your Chimp Account, use the Services, make Donations and Transfers and recommend Disbursements;

"Chimp Collective" means the Foundation, Chimp ServiceCo and Chimp Tech, collectively;

"Chimp Investment Account" means an account established with the Foundation by you, or your predecessor, where applicable, as contemplated in this Agreement under a Chimp Investment Account Agreement;

"Chimp Investment Account Agreement" means an agreement under which you, or your predecessor, where applicable, establish a Chimp Investment Account;

"Chimp ServiceCo" means Chimp Services Inc.;

"Chimp System" means the website located at chimp.net owned by Chimp Tech together with any technology proprietary to or licensed to Chimp Tech and used by a User, Community, Giving Group, Qualified Recipient or One-Time Donor;

"Chimp Tech" means Chimp Technology Inc.;

"Community" means a Person that has entered into a Community Matching Agreement with one or more members of the Chimp Collective for its purposes, including matching Donations made by others and making Transfers to others, and may include you;

"Community Account" means an account established by a Community in accordance with a Community Matching Agreement between one or more members of the Chimp Collective and a Community;

"Community Matching Agreement" means an agreement between a Community and one or more members of the Chimp Collective enabling the Community to use the Chimp System, among other purposes, to create a Community Account, to make Donations, to join a Giving Group, to create a Community matching or Transfer policy for its employees or other Users, to create a Community Giving Group matching or Transfer policy and to enable one or more members of the Chimp Collective to provide additional and/or premium services to the Community from time to time;

"Default Instruction" means a notice given in writing by the User or a Designated Advisor in the manner determined by the Foundation, instructing the Foundation to make a Transfer to another Chimp Account and/or Giving Group Account. However, if there is no Account to which the Transfer can be made and if no such Account is opened within 30 days of the time when the Default Instruction otherwise becomes operative, the funds will be retained in the Account, subject to Section 9;

"Default Recommendation" means a notice given in writing by the User or a Designated Advisor in the manner determined by the Foundation, recommending a Qualified Recipient, to which the remaining assets in the Chimp Account are to be Disbursed if no valid subsequent recommendation has been made;

"Designated Advisor" means the Person designated as such and described below in Section 7;

"Disbursement" or "Disburse" means a disbursement to a Qualified Recipient authorized by the Foundation and includes any single or multiple authorized disbursement(s) from a Chimp Account, a Giving Group Account or a Community Account to a Qualified Recipient. For purposes of this Agreement, a Transfer is not a Disbursement;

"Disbursement Request" means a request made by us as contemplated in paragraph 9.1 of this Agreement;

"Donations" includes any funds, monies, securities and other property donated to the Foundation by a User or other Person for credit to a Chimp Account donated by a Community or other Person for credit to a Community Account, or donated by a One-Time Donor for credit to a Qualified Recipient Account or to a Giving Group Account; 

"Foundation" means Chimp: Charitable Impact Foundation (Canada) a charity registered with Canada Revenue Agency as more particularly described in paragraph 2.1 of this Agreement;

"Giving Group" means a group of Users, One-Time Donors and other Persons who have formed and/or participated in a designated group using the Chimp System consistent with this Agreement, the purpose of which is to Disburse or Transfer funds as a group and to use the Chimp System and certain services as a group, as described below in Section 10;

"Giving Group Account" means an account established by a User who is joined by one or more Giving Group Members to form a Giving Group as contemplated in paragraph 10.2;

"Giving Group Administrator" means a User designated by a Giving Group and authorized by us to act as an administrator for a Giving Group as contemplated in paragraphs 10.2 and 8.3;

"Giving Group Member" means a Person who Transfers funds to an account for the credit of, or participates in, a Giving Group and may include you;

"License" means the license referred to in Section 3 of this Agreement;

"Minimum Disbursement" means a Disbursement referred to in paragraph 9.1 of this Agreement;

"One-Time Donor" means a Person other than a User or a Community who makes a Donation to the Foundation for credit to an account of a Qualified Recipient and/or for credit to the account of a Giving Group, on or through the Chimp System;

"Person" means an individual, a corporation, a partnership, a trust, an unincorporated organization, and the executors, administrators or other legal representatives of an individual;

"Privacy Policy" means the policy which is available for review on the Chimp System referred to in paragraph 4.1 of this Agreement;

"Qualified Recipient" means a registered charity and/or other entity classified at the relevant time as a "qualified donee" under the Income Tax Act (Canada) which has been approved by us as an eligible donee, and includes the Foundation;

"Qualified Recipient Account" means an account established by a Qualified Recipient in accordance with a Qualified Recipient Agreement;

"Qualified Recipient Agreement" means an agreement between a Qualified Recipient and the Chimp Collective enabling a Qualified Recipient to use the Chimp System, for among other purposes, to create a Qualified Recipient Account, to receive Disbursements, to post and/or upload certain information and review certain information posted by the Chimp Collective, Users, Giving Group Members, Communities and other Qualified Recipients on or through the Chimp System and to enable one or more members of the Chimp Collective to provide additional and/or premium services to the Qualified Recipient from time to time;

"Services" means, after the creation of your Chimp Account, your permitted access to the Chimp System and use of your Chimp Account for the limited purpose of making Donations, making recommendations regarding Disbursements and giving instructions regarding Transfers, the creation of or joining a Giving Group Account, posting, searching and/or uploading certain information and reviewing certain information posted by one or more members of the Chimp Collective, other Users, Qualified Recipients, Communities or Giving Group Members on the Chimp System and may include additional services and/or premium services offered by one or more members of the Chimp Collective from time to time;

"Termination Notice" means a notice given pursuant to paragraph 16.1 of this Agreement;

"Transfer" or "Transferred" means any transfer of funds or other assets from or to one or more accounts on the Chimp System;

"User" means you, after you have entered into this Agreement with the Chimp Collective, or your successor, your permitted assign, or your heir, executor, administrator or other legal representative, as the context may require or permit, and includes other Persons who are Users, as the context may require or permit; and

"User Profile" means your Chimp profile based on the information provided by you to us.

2. Foundation

2.1 The Foundation is a non-share capital corporation that was originally incorporated under the Canada Corporations Act, is registered by Canada Revenue Agency as a charity with Registration #845528827RR0001, is designated as a public foundation under section 149.1 of the Income Tax Act (Canada), has had audited financial statements since its fiscal year end 2011 and has continued under the Canada Not-for-profit Corporations Act.

3. Site License

3.1 The Chimp System is owned by Chimp Tech. Upon your acceptance of this Agreement, you are granted a non-transferable, non-exclusive, limited license to use the Chimp System (with no right to sublicense on your part) (the "License"), on the terms set out in this Agreement.

3.2 We reserve all rights not explicitly granted herein. The License granted to you in this Agreement is non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner our marketing or distribution activities or the licensing of the Chimp System by us to any other Person.

3.3 You agree not to:

  1. use, copy, republish or distribute any confidential information about, or any part of, the Chimp System, or cause or permit any Person to use, copy, republish or distribute such information about, or part of, the Chimp System, except as expressly permitted under this Agreement;
  2. loan, sell, rent, lease, timeshare, sublicense, grant a security interest in, or otherwise attempt to transfer or assign your License to the Chimp System, in whole or in part to any Person;
  3. directly or indirectly attempt in any way to rewrite, reorganize, reproduce, decompile, disassemble, reverse engineer or translate the Chimp System, create derivative works thereof, or circumvent any usage or other restrictions imposed by us; or
  4. remove, alter or modify any proprietary notices or labels from the Chimp System.

3.4 You agree that this Agreement does not grant you any rights to use any of our trade-marks or trade names or the trade-mark or trade names of our licensors. All such trade-marks remain the property of their respective owner.

4. Information, Privacy and Access

4.1 You agree as follows:

  1. to provide us with accurate and complete information as may be required so that we may complete your User Profile and issue official charitable donation tax receipts in compliance with the Income Tax Act (Canada) and its Regulations for eligible Donations to the Foundation;
  2. to notify us of any change in the information that you provided to us within ten (10) days of such change becoming known to you;
  3. you consent to our (and our agents and contractors) use and storage of any information you provide to us provided that we will use such information in accordance with the Privacy Policy as amended from time to time which is available for review on the Chimp System or at https://chimp.net/privacy (the "Privacy Policy");
  4. we have the right, but not the obligation, to verify any information you disclose to us;
  5. all information you provide to us under this Agreement is true, accurate and complete and you acknowledge and agree that we may disclose such information to the Canada Revenue Agency as required by law;
  6. to take all reasonable steps to prevent any unauthorized Person from accessing Chimp Account Identification including, without limitation:
    1. maintaining your Chimp Account Identification in strict confidence; and
    2. ensuring that access to your Chimp Account is turned/logged off when not in use by you;
  7. we, in our sole discretion, may:
    1. refuse to establish a User Profile and/or a Chimp Account for you or any other Person;
    2. refuse to allow you or any other Person to make a Donation to the Foundation for credit to a Chimp Account;
    3. refuse to allow you or any other Person to Transfer funds to or from a Chimp Account, and/or Giving Group Account;
    4. refuse to establish a Giving Group Account for you or any other Person;
    5. refuse to allow any User or other Person to participate in a Giving Group;
    6. refuse to allow a One-Time Donor to make a Donation to the Foundation for credit to a Qualified Recipient Account; or
    7. terminate your Chimp Account, access to a Giving Group Account and/or your access to the Chimp System, if we reasonably believe that you or any unauthorized Person that accesses your Chimp Account, a Giving Group Account or the Chimp System through you has misused your Chimp Account, a Giving Group Account or the Chimp System;
  8. to notify us immediately if you become aware of any unauthorized use of the Chimp System, any Chimp Account, any User Profile, any Giving Group Account or any Chimp Account Identification.

4.2 From time to time, other Users, Giving Group Members, Communities, Qualified Recipients and Persons other than members of the Chimp Collective may post content and/or comments to the Chimp System. You acknowledge and agree that we are not responsible for nor do we necessarily endorse any content and/or comments posted.

4.3 The Privacy Policy forms part of this Agreement and you agree to be bound by the Privacy Policy.

5. Chimp Collective Obligations

5.1 Upon receipt of the required information from you and subject to your compliance with this Agreement, we agree that:

  1. we may establish a Chimp Account and a User Profile for you and provide you with the Chimp Account Identification to enable you to use the Services;
  2. we may establish a Giving Group Account for you and other Giving Group Members;
  3. we may allow you and other Persons to participate in a Giving Group;
  4. we will maintain appropriate records for each Chimp Account, Community Account and Giving Group Account;
  5. we may provide you with information from time to time regarding the Chimp System and the Services;
  6. we will maintain confidentiality of any information that you provide us in a manner that is consistent with applicable legislation and in accordance with our Privacy Policy;
  7. we will make a report of all Donations, Disbursements, Transfers and administrative costs relating to your Chimp Account or Giving Group Account available to you;
  8. our financial statements will be subject to an annual audit by the Auditor;
  9. we will make a report of all Donations, Disbursements, Transfers and administrative costs relating to a Giving Group campaign or movement to the applicable Giving Group Members or Giving Group Administrators or other designated persons;
  10. we will use the Donations in a way that is consistent with the laws governing registered charities in Canada.
  11. we will provide you or any other Person who makes a Donation to the Foundation with an electronic copy of an official charitable donation tax receipt showing the eligible amount of the Donations and containing prescribed information in accordance with the Regulations under the Income Tax Act.

6. Donations

6.1 The balance in your Chimp Account at any given time shall consist of the fair market value of all assets held in your Chimp Account at such time less the value at the relevant time of all Disbursements and Transfers made in accordance with Section 8 of this Agreement and less all amounts deducted in accordance with paragraph 6.4 of this Agreement prior thereto.

6.2 All Donations made to your Chimp Account shall be given to the Foundation by you or by the Person who made such Donations irrevocably and shall become the property of the Foundation and the Foundation will hold such Donations in its normal corporate capacity.

6.3 The Foundation may invest the assets held in the Chimp Accounts at the Foundation's sole and unfettered discretion, and may retain assets received on a Transfer or from a Donor, in the Foundation's sole and unfettered discretion. Any income received or earned or gains realized from such investments shall be the Foundation's property and shall be applied to the Foundation's administrative costs, including its out-of-pocket costs, or shall be otherwise used by the Foundation for charitable purposes. Without limiting the generality of the foregoing, the Foundation shall not be obligated to invest any of the assets held in your Chimp Account in any particular manner to achieve any particular investment result and you and your Designated Advisor, on your own behalf and on behalf of your heirs, executors, representatives, administrators, successors and permitted assigns, release the Foundation from any claims you or they may have with respect to the investment of the funds in your Chimp Account and waive any claims that you or they may have in that regard. Assets may be held in a Chimp Investment Account outside the Chimp Account.

6.4 All administrative costs incurred by the Foundation in furtherance of obtaining, disbursing, transferring or otherwise handling Donations, Disbursements and/or Transfers and administering and/or investing the Chimp Account, any relevant Giving Group Account and/or any relevant Community Account may be deducted from the funds or other assets held in the Chimp Account, Giving Group Account or Community Account, as the case may be. Without limiting the generality of the foregoing, the Foundation may deduct from the funds or other assets held in such Account reimbursements for amounts that it has paid and a reasonable fee for its services.

6.5 The governing principle underlying all investment and administrative policies relating to Chimp Accounts is to protect the underlying financial value of the assets in the Chimp Account and to provide liquidity such that recommendations with regard to Disbursements made by Users, Designated Advisors and Giving Group Administrators can be fulfilled on demand. The Foundation will notify the holder of the Account, the Designated Advisor or the Giving Group Administrator, as the case may be, if it intends to increase the fees or costs that are deducted from the Account over those outlined at chimp.net/fees.

6.6 Neither you nor any other Person may receive any tangible benefit or privilege in return for, or as a result of, making a Donation.

7. Designated Advisors

7.1 For each Chimp Account a person, who may be the User, shall be designated as the Designated Advisor. The initial Designated Advisor shall be the User who creates the Chimp Account. The User may also designate another Person as the Designated Advisor. The User or the Person so designated shall cease to be the Designated Advisor on his or her death, or on retiring and so advising the Foundation, and the User (where applicable and where the User is not the Designated Advisor) in writing.

7.2 The User, or the retiring Designated Advisor, as the case may be, may designate a replacement, by giving notice in writing to the Foundation and the User, where applicable.

7.3 A Designated Advisor who is not the User shall have the same rights and duties with respect to the Chimp Account as if the Designated Advisor were the User. In particular, a Designated Advisor shall be entitled to receive information and have access and may make recommendations and give instructions to the Foundation, unless the User revokes the designation and advises the Foundation otherwise in writing. For greater certainty, a User may designate another Person to be a Designated Advisor and continue to be a Designated Advisor. In case of uncertainty, the Foundation may rely on and act on recommendations and/or instructions from the User rather than those of other Designated Advisors.

7.4 If a User dies and there is no Designated Advisor for the Account, the executors or other personal representatives of the User may act as the Designated Advisor. If at any time the Foundation reasonably believes there is no Designated Advisor for an Account and is unable, after reasonable efforts, to contact the User or the Designated Advisor who was last designated according to the Foundation's records, paragraph 16.1 will apply.

8. Disbursements and Transfers

8.1 Funds or other assets may be Disbursed from a Chimp Account only to Qualified Recipients but can be Transferred to other Chimp Accounts, Giving Group Accounts or Community Accounts. Funds or other assets can be Transferred from your Chimp Account to your Chimp Investment Account, but no recommendations for Disbursements may be made from a Chimp Investment Account. Funds or other assets may be Transferred from your Chimp Investment Account to your Chimp Account, from which Disbursements may be made.

8.2 A Designated Advisor may submit to us recommendations regarding Disbursements from your Chimp Account to Qualified Recipients and may submit to us instructions regarding Transfers from your Chimp Account to Giving Group Accounts or to other Chimp Accounts or from your Chimp Investment Account to your Chimp Account. However, while we will strictly follow instructions regarding Transfers, we retain ultimate discretion and authority to make or not make Disbursements and we are not bound by any recommendations. If there is no Chimp Account or Giving Group Account to which the Transfer can be made, and if no such Account is opened within thirty days of our receipt of the instructions for Transfer, we will put the funds or other assets back into the account of the Transferor.

8.3 Giving Group Administrators may submit to us recommendations regarding Disbursements from the Giving Group Account to Qualified Recipients and may submit to us instructions regarding Transfers to Chimp Accounts or to other Giving Group Accounts or Community Accounts. However, we retain ultimate discretion regarding Disbursements and we are not bound by any recommendations. If there is no Chimp Account or Giving Group Account to which the Transfer can be made, and if no such Account is opened within thirty days of our receipt of the instructions for Transfer, will put the funds or other assets back into the account of the Transferor. Notwithstanding the definition of "Giving Group Administrator", a Giving Group Member may designate another Giving Group Member to be a Giving Group Administrator and at any time there may be more than one Giving Group Administrator with whom the Chimp Collective is authorized to deal with in respect to information relating to a particular campaign or a particular movement in which the Giving Group is participating.

8.4 In order to comply with applicable legal requirements, the Foundation retains the final discretion and authority with regard to Disbursements. Disbursements from your Chimp Account or from a Giving Group Account shall be made at such times, in such amounts, in such ways and for such purposes as we may determine in our sole and unfettered discretion.

8.5 After any Disbursement or Transfer is made from your Chimp Account or from a Giving Group Account, an electronic record of such Disbursement or Transfer will be made available to you on the Chimp System. Notwithstanding any of the other provisions of this Agreement, when a Transfer is made from one or more Accounts on the Chimp System, the Chimp Collective will have no obligation to ensure that the holder of the Account to which the Transfer has been made will recommend that the Foundation Disburse funds to a particular Qualified Recipient. When funds or other assets in a Giving Group Account are applied to a campaign or to a movement, the Giving Group Administrator or other designated person dealing with the Giving Group Account will have total discretion and the Chimp Collective will have no obligation to the Giving Group Members or to a particular campaign or movement with respect to such application.

8.6 A User or Designated Advisor may give a Default Instruction or a Default Recommendation to the Foundation. If a valid Default Recommendation is in effect at the relevant time, the Foundation will take it into account in deciding when and how to make a Disbursement to a Qualified Recipient. If a valid Default Instruction is in effect at the relevant time, the Foundation will act in accordance with that Instruction, subject to the other provisions of this Section 8 and in particular paragraphs 8.2, 8.3 and 8.5.

8.7 Neither you nor any other Person may receive any tangible benefit or privilege in return for a Disbursement or Transfer from any Chimp Account or any Giving Group Account. No Disbursement or Transfer from any Chimp Account or any Giving Group Account may be used to discharge or satisfy a legally enforceable obligation of any Person.

8.8 Upon the termination of your Chimp Account, we will Disburse any funds or other assets remaining in your Chimp Account in our sole and unfettered discretion to one or more Qualified Recipients, which may include us, subject to any valid Default Recommendation.

8.9 Upon termination of a Giving Group Account, we will Disburse any funds or other assets remaining in the Giving Group Account in our sole and unfettered discretion to one or more Qualified Recipients, which may include us, subject to any valid Default Recommendation.

9. Minimum Chimp Account Activity

9.1 The Chimp Collective has a mandate to facilitate Donations for the good of the charitable sector and not simply for the issuance of Donation tax receipts. Consequently, while we plan to encourage Donations to the Foundation, we simultaneously will encourage Users to Disburse funds or other assets to Qualified Recipients so they can be used for charitable programming and activities that advance causes and communities.

In order to encourage Disbursements, if in any period of 12 consecutive months the total Disbursements from your Chimp Account are less than five percent (5%) of the Donations and Transfers received in your Chimp Account in the same period or the average value of the net assets held in your Chimp Account at the end of each month during the previous 12 consecutive months, whichever is greater, we may contact you to request (a "Disbursement Request") that you recommend a Disbursement (a "Minimum Disbursement") to one or more Qualified Recipients. A Minimum Disbursement means five percent (5%) of the greater of:

  1. the total of the Donations and Transfers received in your Chimp Account in the previous 12 consecutive months less all Disbursements and Transfers made in that period; and
  2. the average of the value of the net assets held in your Chimp Account at the end of each month during the previous 12 consecutive months, less all Disbursements and Transfers made in that period.

9.2 In addition to Chimp Collective's mandate described in paragraph 9.1, the Foundation has adopted policies to comply with applicable tax law and the disbursement quota requirements for public foundations in the Income Tax Act.

9.3 Transfers made to other Chimp Accounts during the relevant 12-month period will be reflected in the Disbursement calculations of the destination Account. However, if it appears to the Foundation that Transfers are being made with the intention of avoiding Minimum Disbursement requirements, we retain the right to make Disbursement Requests at our discretion.

9.4 If you do not respond to our Disbursement Request within sixty (60) days, the Foundation may Disburse, in the Foundation's sole and unfettered discretion, the Minimum Disbursement from your Chimp Account to one or more Qualified Recipients, including the Foundation for its own use, subject to any valid Default Recommendation that is in effect.

9.5 Notwithstanding paragraph 9.1 of this Agreement, a Chimp Account must maintain a minimum activity level of at least one Disbursement for each period of 12 consecutive months, starting with the second such period that ends after the creation of the Account, based on receipt of a recommendation contemplated in paragraph 8.2 of this Agreement. Failure to maintain a minimum activity level may result in termination of the Chimp Account.

9.6 The rights of the Foundation as set out in this section 9 including, without limitation, the right to make a Disbursement Request and the right to make a Minimum Disbursement are at the sole and unfettered discretion of the Foundation. Exercise by the Foundation of any of its rights under this section 9 shall not be construed to be a waiver of any other right contained in this Agreement.

9.7 Since the objective is to encourage Disbursements, the same rules with respect to Minimum Disbursements and Disbursement Requests within a period of 12 consecutive months apply to a Giving Group Account to the same extent as if it were a Chimp Account and the provisions in paragraphs 9.1 through 9.6 were applicable, with required changes in the context.

10. Giving Groups

10.1 We recognize that giving together as a group enables donors to better identify a specific cause they wish to support and to organize with a larger number of like-minded donors. We want to create and promote these opportunities through Giving Groups, campaigns, movements and other, more expanded means of collective giving.

10.2 Users may create Giving Groups using the Chimp System and invite other Users, One-Time Donors and other Persons to become Giving Group Members. The creator of the Giving Group is by default the Giving Group Administrator and may designate another member of the Giving Group as an Administrator. Each Giving Group may have one or more Administrators.

10.3 Giving Groups may Transfer and Disburse funds at the sole individual discretion of each Giving Group Administrator.

10.4 A Giving Group may participate in a particular movement, a particular campaign, or a particular expanded means of organizing Giving Groups, campaigns and movements, using the Chimp System.

10.5 A Giving Group will have only one Giving Group Account, although records will be maintained by the Chimp Collective for campaigns, movements and other, more expanded means of organizing Giving Groups.

10.6 Where a Giving Group participates in a campaign or movement, a Giving Group Member designated by the Giving Group may deal with the Chimp Collective to receive information and have access relating to the campaign or movement from the Chimp System. The member so designated need not be the Giving Group Administrator.

11. Disclaimers

11.1 THE CHIMP COLLECTIVE TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE CHIMP COLLECTIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY OR TIMELINESS OF THE CHIMP SYSTEM OR THE SERVICES AND YOU ACKNOWLEDGE AND AGREE THAT THE CHIMP SYSTEM AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

11.2 THE CHIMP COLLECTIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CHIMP SYSTEM OR THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND THE CHIMP COLLECTIVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANOTHER USER, A QUALIFIED RECIPIENT, A GIVING GROUP MEMBER, A COMMUNITY OR BETWEEN YOU AND A THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.

12. Limitation of Liability

12.1 YOU ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE SERVICES OR THE CHIMP SYSTEM AND THE MAKING OF ANY DONATIONS AND/OR TRANSFERS ARE COMPLETELY AT YOUR OWN RISK.

12.2 YOU AGREE THAT THE CHIMP COLLECTIVE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGES, CLAIMS OR LIABILITIES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR LOSS OF REVENUE), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE CHIMP SYSTEM, THE SERVICES AND/OR ANY INFORMATION STORED, PROVIDED OR OTHERWISE COMMUNICATED BETWEEN YOU AND THE CHIMP COLLECTIVE (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, EQUITY, COMMON LAW OR OTHERWISE), EVEN IF THE CHIMP COLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE CHIMP COLLECTIVE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) PERSONAL INJURY, PROPERTY, BODILY, OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE CHIMP SYSTEM OR THE SERVICES, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CHIMP SYSTEM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CHIMP SYSTEM, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY INFORMATION, INCLUDING WITHOUT LIMITATION THE CONTENT OF THE CHIMP SYSTEM.

12.3 YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THE PARTIES AND THAT THE CHIMP COLLECTIVE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT NOR PROVIDED THE SERVICES OR PROVIDED ACCESS TO THE CHIMP SYSTEM BUT FOR YOUR AGREEMENT TO LIMIT THE CHIMP COLLECTIVE'S LIABILITY IN THE MANNER AND TO THE EXTENT PROVIDED FOR HEREIN.

13. Links to External Sites

13.1 We are not responsible for the contents of any third party sites or services, any links contained in third party sites or services, or any changes or updates to third party sites or services. We provide links and access to third party sites and services to you only as a convenience and the inclusion of any link or access does not imply an endorsement by us of the third party site or service.

14. Indemnity and Remedies

14.1 You agree to indemnify and hold harmless the Chimp Collective, each member thereof and their affiliates, and our and their officers, directors, agents, partners and employees from and against any and all claims, demands, liabilities, costs, expenses or damages whatsoever including without limitation legal fees and disbursements on a solicitor and own client basis, resulting directly or indirectly from:

  1. your access to or use of the Chimp System and/or use of the Services;
  2. any breach by you under this Agreement;
  3. any unauthorized alteration, modification, adjustment or enhancement made by you to the Chimp System;
  4. the misuse of a Chimp Account Identification, a Chimp Account or information recorded in a User Profile by you, a Giving Group Account, a Community Account, a Qualified Recipient Account; or
  5. your violation of any law or regulation.

14.2 You agree that, in addition to any other rights or remedies we may have for any breach of this Agreement, we have the right to seek an injunction or other equitable relief in any court of competent jurisdiction enjoining a threatened or actual breach of this Agreement by you.

14.3 The Chimp Collective agrees to indemnify and hold harmless you and your heirs, executors, representatives, administrators, successors and permitted assigns from and against any and all claims, demands, liabilities, costs, expenses or damages whatsoever including without limitation legal fees and disbursements, resulting directly or indirectly from:

  1. any breach by the Chimp Collective under this Agreement;
  2. the misuse by Chimp Collective of a Chimp Account Identification, a Chimp Account or information recorded in a User Profile, a Giving Group Account, a Community Account, or a Qualified Recipient Account; or
  3. any violation by the Chimp Collective or any law or regulation relating to this Agreement.

15. Future Amendment of Terms

15.1 You acknowledge that we may from time to time to amend, revise or otherwise modify any term of this Agreement in our sole discretion. We will post a revised version of the Agreement on the Chimp System. Your continued use of the Chimp System and/or Services shall be evidence of your acceptance of any such modified terms and conditions of this Agreement.

16. Termination

16.1 Either party may terminate this Agreement for any reason by giving the other party a written termination notice (the "Termination Notice"). After receipt of a Termination Notice, if there are any funds, monies or assets in your Chimp Account, such funds, monies or assets shall be Disbursed in accordance with Section 8 of this Agreement. If at any time the Foundation reasonably believes that there is no Designated Advisor and is unable, after reasonable efforts, to contact the User or the Designated Advisor who was last designated for the Chimp Account according to the Foundation's records, the Foundation may terminate this Agreement by giving notice in accordance with Section 17 of this Agreement or, at its option, may make such Disbursements and/or such Transfers as it determines in its full and unfettered discretion, including Disbursements to itself for its own use, if it is a Qualified Recipient at that time, subject to any valid Default Recommendation.

17. Notice

17.1 Any notice required or permitted to be given to us under this Agreement shall be in writing and shall be effective and deemed to have been received upon its delivery by courier to #1250 – 1500 West Georgia St., Vancouver, BC, Canada, V6G 2Z6 or delivery by electronic mail to notice@chimp.net. Any notice required or permitted to be given to you by us under this Agreement shall be in writing and shall be effective and deemed to have been received upon its delivery by courier to your last civic address or email address provided to us.

18. Survival

18.1 All provisions of this Agreement which, by their nature, are intended to survive termination of this Agreement, will continue in full force and effect, notwithstanding the termination of this Agreement for any reason.

19. Assignment

19.1 You will not assign this Agreement, either directly or indirectly, without our prior written consent, which we may withhold for any reason in our sole and unfettered discretion.

20. Governing Law

20.1 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The Courts of the Province of British Columbia will have exclusive jurisdiction to hear and make any judicial determination on any issue arising with respect to this Agreement. The parties expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time. The parties have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

21. Severability

21.1 If a court of competent jurisdiction concludes that any provision of this Agreement is illegal, invalid or unenforceable, then it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

22. Enurement

22.1 The Agreement will be for the benefit of and binding upon your heirs, executors, representatives, administrators, successors and permitted assigns.

23. Entire Agreement

23.1 This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.

In addition to accepting the terms and conditions set out in this Agreement by clicking the "Agree, Sign Up" button, or by using the Chimp System or the Services provided by the Chimp Collective or by making a Donation, when you communicate with the Chimp Collective by using its website or other technology involving the Chimp System as contemplated in this Agreement, those communications will be considered to be made "in writing" to the extent required for purposes of this Agreement.

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