Qualified Recipient Account Agreement

Qualified Recipient Account Agreement

This CHIMP Qualified Recipient 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 " Qualified Recipient ". 

By clicking the CONTINUE button, by using the CHIMP System or the Services we provide or by accepting a Disbursement, you accept the terms and conditions set out in this Agreement, confirm that you have authority to enter into this Agreement, authority to perform the obligations of a Qualified Recipient set out herein and authority to receive Disbursements and services from or through the CHIMP Collective.

1. Definitions

1.1 In this Agreement, (a) "CHIMP Account Agreement" means the agreement entered into with the Foundation by you, or your predecessor, where applicable, to create a CHIMP Account, as amended from time to time, (b) "Charitable Investment Account Agreement" means the agreement entered into with the Foundation by you, or your predecessor, where applicable, as amended from time to time, (c) "Community Account Agreement" means the agreement entered into with the Foundation by you, or your predecessor, where applicable, to create a Community, as amended from time to time,  (d) "Giving Group" has the meaning described in the CHIMP Account Agreement, (e) capitalized terms which are not otherwise defined herein have the same meaning ascribed to them in the CHIMP Account Agreement unless the context otherwise requires or permits, (f) Article 3, dealing with the site license, Article 4, dealing with information, privacy and access, Article 11, dealing with disclaimers, Article 12, dealing with limitation of liability, Article 13, dealing with links to external sites, Article 14, dealing with indemnity and remedies, Article 15, dealing with amendments, Article 16, dealing with termination, Article 17, dealing with notice, Article 18, dealing with survival, Article 19, dealing with assignment, Article 20, dealing with governing law, Article 21, dealing with severability, Article 22, dealing with enurement, and Article 23, dealing with the entire agreement as set out in the CHIMP Account Agreement, are all expressly incorporated into this Agreement, with such changes as the context require or permit; and (g) the following terms shall have the following meanings:

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 which may include you, and the Foundation as a Qualified Recipient;

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

" Qualified Recipient Administrator" means you or the Person named in accordance with paragraph 3.2 of this Agreement;

" Qualified Recipient Account Identification " means the identification name(s), number(s) and/or password(s) that we authorize you to use and which enable you to access your Qualified Recipient Account, use the Services and receive Disbursements;

" Qualified Recipient Mar k" means a mark contemplated in paragraph 6.1 of this Agreement;

" Qualified Recipient Profile " means your CHIMP Qualified Recipient profile based on the information you provided to us and information made publically available about you from the Canada Revenue Agency;

" Services " means, after the creation of your Qualified Recipient Account, your permitted access to the CHIMP System and use of your Qualified Recipient Account for the limited purpose of receiving Disbursements, posting and/or uploading certain information and reviewing certain information posted by one or more of the CHIMP Collective, Users, Giving Group Members, Communities and other Qualified Recipients on the CHIMP System and may include additional and/or premium services offered by one or more of the CHIMP Collective from time to time.

2. Foundation

2.1 The Foundation is a non-share capital corporation that was originally incorporated under the Corporations Act, is registered by the 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. Information, Privacy and Access

3.1 You agree as follows:

(a) to provide us with accurate and complete information as may be required so that we may complete your Qualified Recipient Profile and issue official charitable donation tax receipts in compliance with the Income Tax Act (Canada) and its Regulations for eligible Donations to the Foundation;

(b) to notify us of any change in the information that you provided to us within ten (10) days of such change becoming known to you;

(c) 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");

(d) we have the right, but not the obligation, to verify any information you disclose to us;

(e) all information you provide to us under this Agreement is true, accurate and complete and you acknowledge and agree that we may disclose such information to the Canada Revenue Agency as may be required by law;

(f) to take all reasonable steps to prevent any unauthorized Person from accessing Qualified Recipient Account Identification including, without limitation:

(i)maintaining your Qualified Recipient Account Identification in strict confidence; and

(ii)ensuring that access to your Qualified Recipient Account is turned off when not in use by you.

(g) to notify us immediately if you become aware of any unauthorized use of the CHIMP System, any CHIMP Account, any Qualified Recipient Account, any Qualified Recipient Profile or any Qualified Recipient Account Identification.

(h) we, in our sole discretion, may:

(i) refuse to establish a Qualified Recipient Profile and/or a Qualified Recipient Account for you or any other Person;

(ii) refuse to allow a Disbursement to you or any other Qualified Recipient;

(iii) refuse to allow a One-Time Donor to make a Donation to the Foundation for credit to your Account or to any other Qualified Recipient Account; or

(iv) terminate your Qualified Recipient Account and/or your access to the CHIMP System, if we reasonably believe that you (or any unauthorized Person that accesses your Qualified Recipient Account or the CHIMP System through you) have misused your Qualified Recipient Account or the CHIMP System.

3.2 You agree that the Person employed or otherwise retained by you to create your Qualified Recipient Account will be your first administrator (the " Qualified Recipient Administrator ") for purposes of this Agreement. You may designate additional Persons to act as your Qualified Recipient Administrator or change your Qualified Recipient Administrator after giving us notice in writing of such designation or change. You confirm that your Qualified Recipient Administrator is authorized to act for and bind you in all matters pertaining to this Agreement. The Person employed or otherwise retained by you to create your Qualified Recipient Account must have a CHIMP Account prior to establishing your Qualified Recipient Account.

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

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

4. CHIMP Collective Obligations

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

(a) we may establish a Qualified Recipient Account and a Qualified Recipient Profile for you and provide you with the Qualified Recipient Account Identification to enable you to use the Services;

(b) we will maintain appropriate records for each Qualified Recipient Account,

(c) we may provide you with information from time to time regarding the CHIMP System and the Services;

(d) 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;

(e) we will make a report of all Disbursements and administrative costs relating to your Qualified Recipient Account available to you;

(f) we will use the Donations in a way that is consistent with the laws governing registered charities in Canada;

(g) our financial statements will be subject to an annual audit by the Auditor; and

(h) we will provide any 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.

5. Disbursements

5.1 Funds or other assets may be Disbursed from a CHIMP Account, Giving Group Account or Community Account only to Qualified Recipients, which may include you.

5.2 A Designated Advisor may submit recommendations to us regarding Disbursements from a CHIMP Account or Community Account to Qualified Recipients, which may include you.

5.3 Giving Group Administrators may submit to us recommendations regarding Disbursements from the Giving Group Account to Qualified Recipients, which may include you.

5.4 We fully consider the recommendations made by Users. However, in order to comply with applicable legal requirements, the Foundation retains the final discretion and authority with regard to Disbursements. Disbursements from a CHIMP Account, from a Community Account or from a Giving Group Account to you or another Qualified Recipient 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.

5.5 While we will try to accommodate your preferred method of receiving a Disbursement, all Disbursements will be made in accordance with our standard Disbursement policy then in effect.

5.6 After a Disbursement is made to you, an electronic record of such Disbursement will be made available to you on the CHIMP System.

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

5.8 Upon the termination of your Qualified Recipient Account you will no longer be permitted to use the Services.

6. Recipient Trade-mark License

6.1 Upon creation of your Qualified Recipient Account and during the term of this Agreement, you are permitted to upload or post your trade-mark, logo or other identifying mark (the " Qualified Recipient Mark ") to the CHIMP System.

6.2 If you upload or post your Qualified Recipient Mark to the CHIMP System, you grant us a limited, non-exclusive, royalty free license to use that Qualified Recipient Mark to provide the Services to you, and to Users, Giving Group Members, Communities, other Qualified Recipients and other Persons through the CHIMP System and through other means of communication.

6.3 We agree that all goodwill and ownership rights arising out of our use of the Qualified Recipient Mark shall accrue solely to you. We shall not assert any claim to any goodwill or ownership of the Qualified Recipient Mark by virtue of our licensed use thereof, nor will we dispute or impugn the validity of the Qualified Recipient Mark or the rights of the Qualified Recipient thereto.

6.4 We shall not, during or subsequent to the term of this Agreement, adopt, use, or attempt to register any trade-mark, official mark, trade name or domain name confusingly similar with or so nearly resembling the Qualified Recipient Mark as to be likely confused with the Qualified Recipient Mark. 

6.5 As a Qualified Recipient, you represent to the CHIMP Collective that you own and control use of the Qualified Recipient Mark. If any third party makes any claim, by demand, suit or otherwise, against any of the CHIMP Collective because of or arising out of our use, in strict accordance with this Agreement, of the Qualified Recipient Mark, we shall promptly notify you in writing. Thereupon, you shall, if requested by us, retain counsel of your own choosing to defend any such claim, demand or suit and you shall indemnify the CHIMP Collective from such claim, demand or suit and you shall pay all costs and expenses of defending any such claim, demand or suit.

6.6 Each of the CHIMP Collective and the Qualified Recipient expressly agree that the parties intend by this Agreement to establish the relationship of licensor and licensee with respect to the Qualified Recipient Mark and that it is not the intention of either party to establish a fiduciary relationship, or to undertake a joint venture or to make any of the CHIMP Collective in any sense an employee, affiliate, associate or partner of the Qualified Recipient with respect to the Qualified Recipient Mark. 

7. Indemnity and Remedies

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

(a) your access to or use of the CHIMP System and/or use of the Services;

(b) your failure to receive any or all Disbursements;

(c) any breach by you under this Agreement;

(d) any unauthorized alteration, modification, adjustment or enhancement made by you to the CHIMP System;

(e) the misuse by you of a Qualified Recipient Account Identification, a CHIMP Account, a Giving Group Account, a Community Account, a Qualified Recipient Account or information recorded in a Qualified Recipient Profile; or

(f) your violation of any law or regulation.

7.2 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.

7.3 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:

(a) any breach by the CHIMP Collective under this Agreement;

(b) 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

(c) any violation by the CHIMP Collective or any law or regulation relating to this Agreement.