Charity User Agreement

2.b PPGFC requires the following to be enrolled with PPGFC and be a Participating Charity:

(ii) Proof of status as a registered charity or qualified donee, current inclusion in the CRA Charity Registry or other such information or documentation, as we may reasonably request (including your charity’s CRA number);

(vi) A written Mission Statement that describes your charitable purposes; and

(vii) A valid, working email address for a contact PPGFC may use for outreach to your organization.

2.c You must maintain a business PayPal account in good standing and not subject to any limitations, and provide information as may be required to satisfy PayPal from time to time that you are a registered charity or qualified donee.

2.e You will remain a Participating Charity until and unless this Agreement is terminated for any reason. You acknowledge and consent to our use of third-party service providers to review and verify the information in your Charity Profile.

3.b Participating Charities bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a registered charity or qualified donee. We have no obligation to assist with any registrations related to your status as a registered charity or qualified donee. You agree that we have no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that nothing in this Agreement is intended to cause PPGFC to act in any way as a professional fundraiser or fundraising counsel on your behalf.

4.b Donors make their donations to PPGFC and not to Participating Charities. If a Donor requests a receipt, PPGFC will issue the receipt to the Donor. We, in turn, make grants to Participating Charities that have been recommended by Donors. Any funds your organization receives pursuant to this Agreement are made as grants by PPGFC, rather than donations from Donors, and you need not, and should not, issue any tax receipts in recognition of the original donations to PPGFC either to PPGFC or any Donor. PPGFC retains exclusive legal control over all donations received by it from Donors, and PPGFC exercises its discretion in making grants to you. You acknowledge that we make no guarantee that you will receive any funds as a result of your status as a Participating Charity.

4.d Pursuant to our Privacy Policy, we may disclose personal information about Donors to you, including their names and contact information. You agree that PPGFC discloses this information to you only for the purpose of enabling you to acknowledge donations, to resolve any issues with donations, and to provide a reasonable amount of information about your charitable work. You agree you will obtain consent from Donors to use the information we provide to you for any purpose beyond those contained in this clause, except where (1) you use such information to contact the donor with an electronic message and such message has as its primary purpose raising funds for the organization, and (2) contacting donors in such a manner without their express consent is permitted under applicable law.

4.e We reserve the right not to distribute a donation to you (even if you have been recommended by a Donor for a particular donation), if, in our sole discretion and determination:

(i) we are unable to deliver it (e.g., if the PayPal account or contact information in your Charity Profile is invalid);

(ii) at any time you are in breach of this Agreement;

(iii) you cease to meet the requirements of a registered charity or qualified donee;

(iv) doing so would cause us to be non-compliant with applicable laws;

(v) doing so would bring us into disrepute; or

(vi) you otherwise cease to qualify as a Participating Charity in good standing, in our sole and absolute discretion.

In any such case, we reserve the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.

4.f You agree to promptly return to us the full amount of any donation you receive from us if, when you receive it:

(i) you no longer meet the requirements of a registered charity or qualified donee;

(ii) this Agreement has terminated;

(iii) you are not a Participating Charity in good standing; or

We may, in our sole discretion, elect to offset a future donation rather than requesting that you return to us an amount that we have already granted to you.

4.h Funds granted by PPGFC may only be used for charitable purposes. Such funds may not confer an impermissible private benefit on any Donor, such as memberships that are not 100% tax deductible, tickets for a charity event, or to honor a legally binding pledge, and may also not be used to engage in, support, or promote hate, violence, terrorist activity, related training of any kind, money laundering, or other illegal activities, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.

5.d You understand that this Agreement does not grant a licence or any other right to access or to use PayPal services or the services of any of our partners. Your use of those services remains subject to the terms and conditions of any agreement between you and PayPal or those partners, as applicable.

6.a We do not charge you a fee for becoming a Participating Charity or for using our Services. In some cases, our partners may choose to charge fees on donations made through their platforms, and they will disclose such fees. We are not responsible for notifying you of any additional fees or fee increases charged by our partners.

7.a You acknowledge that you are responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.

8.a You represent and warrant to us that:

(i) you are, and at all times during the term of this Agreement will remain a registered charity or qualified donee. You will promptly notify PPGFC if: (1) there are any changes to your status as a registered charity or qualified donee; (2) you are notified by a Governmental or Regulatory Authority of an inquiry into your status or any allegation of non-compliance with applicable laws; and (3) any financial penalties or temporary suspensions are levied against you by a Governmental or Regulatory Authority;

(ii) you will use donations received from PPGFC for charitable purposes in a manner that is consistent with applicable legal requirements and your Mission Statement;

(iii) you will at all times use our services in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations;

(iv) all information provided by you in your Charity Profile is true and accurate at all times;

(v) you are a resident in Canada as defined in the ITA;

(vi) you have the right to provide all information provided by you in your Charity Profile or otherwise, the right to authorize us to use this information as contemplated herein, and the right to enter into this Agreement on behalf of your organization;

(vii) you have the right to grant the licences to PPGFC hereunder; and our use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party;

(viii) you will not disparage PPGFC, its affiliates, PayPal, any other Participating Charity or any partner or sponsor of PPGF identified within the PayPal Giving Fund Website; and

(ix) you will at all times comply with the terms and conditions of this Agreement and any terms of use or other agreements you may have with PayPal and/or any partners of PPGFC.

8.b You agree to indemnify, hold harmless, and, at our option, defend PPGFC (including our parent and affiliates) and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including reasonable legal fees and actual court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If PPGFC requires you to provide defense of any matter for which indemnity is or may be due hereunder, PPGFC may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases PPGFC and the other indemnified parties with respect to such claim, or unless PPGFC provides its prior written consent.

8.c WE MAKE AVAILABLE THE PAYPAL GIVING FUND CANADA SERVICES FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE PAYPAL GIVING FUND CANADA SERVICES, AND OUR PERFORMANCE HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING “UPTIME”) OF OUR SERVICES, INCLUDING FOR GREATER CERTAINTY THE PAYPAL FUNDRAISING HUB WEBSITE. NO REPRESENTATION OR WARRANTY IS MADE THAT THE OPERATION OR YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PAYPAL FUNDRAISING HUB WEBSITE WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY COMMUNITY SELLER OR DONOR. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.

8.d IN NO EVENT SHALL WE INCLUDING ANY OF OUR AFFILIATES (WHICH INCLUDE EACH ENTITY WE CONTROL, WE ARE CONTROLLED BY OR WE ARE UNDER COMMON CONTROL WITH) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, VENDORS, LICENSEES AND EMPLOYEES, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR (INCLUDING ANY OF OUR AFFILIATES), AND OUR (AND THEIR RESPECTIVE) OFFICERS, DIRECTORS, AGENTS, LICENSEES AND EMPLOYEES, CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR OUR SERVICES, SHALL NOT EXCEED THE AMOUNT OF THE DONATION GIVING RISE TO THE CLAIM, OR THE ACTUAL DIRECT DAMAGES INCURRED TO A MAXIMUM OF $1000, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS AGREEMENT ON YOUR BEHALF (E.G., AN ASSOCIATION OF REGISTERED CHARITIES OR QUALIFIED DONEES OR AGENT), OR TO PERFORM ON YOUR BEHALF (E.G., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND WE HAVE NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY’S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND US, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

9.a This Agreement becomes effective when you have accepted it and will continue until terminated by either of us.

9.c If you breach this Agreement, or any other applicable agreement, you will not be considered to be in good standing. We may suspend your use of the Services or terminate this Agreement at any time and for any reason by providing written notice to you.

10.b You acknowledge that nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

10.c We may give notice pursuant to this Agreement by any means of contact provided in your Charity Profile and notice will be effective when sent, if by email, and within five (5) business days if by postal mail. If you fail to provide valid and current contact information as required, you acknowledge and agree that you waive your right to receive notice during the period of such failure and such waiver does not affect the enforceability of the content of such notice. Notices to PPGFC must be sent by postal mail to:

PayPal Giving Fund Canada / Attention: Legal Department / 661 University Avenue, Suite 506 / Toronto, ON M5G 1M1 Canada

10.e Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

10.f You may not assign this Agreement without our prior written consent. Any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and us.

10.g Our failure to partially or fully exercise any right will not be considered a waiver of that right unless we so state in writing to you. The waiver of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.

10.h If there is a dispute between you and PPGFC (excluding claims for injunctive or other equitable relief) where the total amount of the award being sought is less than $10,000 CAD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. You and PPGFC agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Notwithstanding the foregoing, you acknowledge that unauthorized use of our proprietary materials, information or technology may cause irreparable harm to PPGFC and/or its affiliates for which monetary damages would be an inadequate remedy. Accordingly, we have the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect our rights in intellectual property or confidential information.

SI VOUS NE RÉSIDEZ PAS DANS LA PROVINCE DE QUÉBEC : Les parties ont exprimé la volonté expresse que le présent accord et tous les documents s’y rattachant directement ou indirectement soient rédigés en anglais. Toute traduction du présent accord est uniquement fournie pour votre commodité et ne vise pas à modifier les modalités du présent accord. En cas de conflit entre la version en anglais du présent accord et une version dans une langue autre que l’anglais, la version en anglais prévaudra. IF YOU DO NOT RESIDE IN THE PROVINCE OF QUEBEC: It is the express wish of the parties that this Agreement and any directly or indirectly related documents be drafted in English. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall control.

10.j This Agreement will be governed by and interpreted in accordance with the laws of Ontario, and the laws of Canada, each as may be applicable. Except as otherwise agreed by the parties, you agree to irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this Agreement, or any other applicable agreement, or your use of our website, mobile apps or those of our partners, including PayPal.