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TERMS OF USE - USERS

March 2021
Hello, modern-day heroes! Welcome aboard!
PLEASE NOTE, if you are under the age of 16, it is rrrreally important that your parents read the following before you use the Simplyk platform, specifically including Section 2(1) below.
These Terms of Use (the "Agreement") constitute a valid legal contract between the individual who accepts this Agreement (the "User", "you", "your") and 9355-0861 Québec Inc. having its domicile at 917 Mont-Royal Ave. E., Montreal, Quebec H2J 1X3 ("Simplyk", "we", "us", "our").
This Agreement applies to your use of the Services (as defined below).
Please read this Agreement carefully before using or accessing the Services, as it contains important information about your obligations when using the Services.
If you wish to use any of the Services, you must agree to be bound by and comply with this Agreement. Your use of the Services constitutes your acceptance of this Agreement. If you do not agree to this Agreement, do not access or use the Services, and please close your Account.
Your use of our Services is also subject to our Privacy Policy, which explains how we collect, use and disclose Personal Information through the Services.
This Agreement defines the legal relationship between you and us in relation to the Services. If you have any questions about this Agreement, you may contact us at [email protected]
I) DEFINITIONS
When used in this Agreement with their first letter in capital letters, in addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings :
  1. 1.
    "Account" means the account created and used by a Member in the context of his or her use of the Platform.
  2. 2.
    "Anonymized Data" means all Usage Data, Organization Data and other data generated by the Services that have been processed using appropriate technology or a de-identification method recognized by industry standards and which, as a result, no longer identifies an identified or identifiable Person. For greater certainty, Anonymized Data does not include Personal Information.
  3. 3.
    "Confidential Information" means, subject to the exclusions set forth in Section 6(a) of this Agreement, any information of a Party, including without limitation any Organization (the "Disclosing Party"), that is or will be disclosed to the other Party (the "Receiving Party") concerning the business, property, operations or finances of the Disclosing Party or its business, including proprietary information and trade secrets. Confidential information must be indicated as such, or it must be clear at the time of disclosure that the information is to be treated as confidential information according to its nature or the context of the disclosure.
  4. 4.
    "Content" means any message, information, data, text, article, blog post, graphic, report, illustration, photograph, video, and other content provided by Simplyk through the Services.
  5. 5.
    "Contributor" means any User who makes a payment to the benefit of an Organization or Simplyk via the Platform.
  6. 6.
    "Documentation" means all documentation and other materials made available to you in connection with the provision of the Services, including the specifications and description of the Services that are publicly available on the Platform.
  7. 7.
    "Intellectual Property" means all intellectual property, including, without limitation, works, inventions (patentable or unpatentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analyses, software, research and development information, technical information, prototypes, specifications, models, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and all proprietary rights under patent law, copyright law, trade-mark law, industrial design law, semiconductor chip law, or any other statutory provision or principle of civil or common law applicable to the protection of information or intangible property rights, including trade secret law, which may confer an interest in any of the foregoing, and all applications, registrations or other evidence of an interest in any of the foregoing.
  8. 8.
    "Law" means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or any political subdivision thereof, or of any arbitrator, court or tribunal of competent jurisdiction.
  9. 9.
    "Member" refers to any User using the Platform via his Account that he has created.
  10. 10.
    "Notification Email Address" means the email address you provided when creating your Account, which is designated to receive notifications from us.
  11. 11.
    "Organization" means any non-profit organization, charity, association or any other organization using the Platform for its features dedicated to such organizations, including publishing their volunteer opportunities.
  12. 12.
    "Organization Content" means any information, data, documents, intelligence and other content about an Organization that is posted by that Organization through the Services for public display and access on the Platform in the course of providing our Services.
  13. 13.
    "Personal Information" means any information or intelligence that meets the definition of "personal information", "personal data" (or similar nomenclature) under applicable Laws and that is (i) submitted by you through the Services or (ii) collected or generated by the Services.
  14. 14.
    "Platform" means the web platform publicly accessible via the address https://s.simplyk.io/, allowing Users (including Members) to register and contribute to Organizations as Volunteers.
  15. 15.
    "Representatives" means any contractor, firm, subsidiary, subcontractor, service provider or agent of an Organization, and the respective employees, directors and officers of each of these third parties.
  16. 16.
    "Services" means :
  • the Platform;
  • any other website, service, feature or communication related to the foregoing;
  • all the technologies we have developed (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and other technical or information materials, whether tangible or intangible);
  • the system administration, hosting, management and monitoring activities that we perform in relation to the web interface that we make available.
17. "Tax Receipt" means a certificate of payment issued by the Organization to its Contributors, generated via the Platform, entitling them to a deduction or other tax benefit in accordance with applicable Tax Laws.
18. "Usage Data" means data captured through and/or generated by the Services regarding statistics, trends, performance and analysis, such as pages viewed, performance statistics, errors that occur and electronic attributes of devices and devices, such as web browser name and version, operating system and country. Usage Data is generally used to improve our Services, monitor their performance and identify their most popular features.
19. "User Content" means any information, data, documents, intelligence and other content about a User that is posted by that User through the Services for public display and access on the Platform in the course of providing our Services.
20. "User Data" means (i) any Personal Information; and (ii) any data generated or submitted by User through the Services, including any User Content. Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered User Data.
21. "Volunteer" refers to any User of the Services who becomes a volunteer, volunteer or who contributes without charge or compensation to the Organizations, and who has been referred and matched through the Platform..
II) SERVICES
  1. 1.
    Eligibility
Subject to the following paragraph, the Services are not intended for use by persons under the age of 16.
Notwithstanding the foregoing, a person between the ages of 12 and 15 inclusively (the "Child") may use the Services, provided that (i) the Child's parents or legal guardian consent to this Agreement (which must be read with the necessary adaptations) and that they give their parental authorization before the Child registers for any volunteer opportunity on the Platform; and (ii) that the Child's parents or legal guardian, in addition to the terms, conditions, representations and warranties set forth in this Agreement, hereby represent and warrant that :
the Child will only use the Services to become a Volunteer with the Organizations;
the Child is and will remain supervised by his/her parent or legal guardian in the context of his/her use of the Platform to ensure his/her safety and that he/she complies with the terms of this Agreement;
they will make the necessary verifications to ensure that the Child is always supervised by an adult during his/her activities as a Volunteer, which must be verified by the parent or legal guardian and is in no way the responsibility of Simplyk.
2. Account
You must create an Account in order to become a Member and thus access and use certain features of the Services. You are responsible for maintaining the confidentiality of your Account and the identifiers used to access it, and Simplyk will not be liable if your Account is compromised. You are responsible for all actions and activities related to the use of your Account. If your identifiers are compromised, you must, without delay, block those identifiers and trigger a reset of the identifiers as soon as possible and/or contact us to inform us that the identifiers have been compromised so that we can conduct appropriate investigations. You agree to cooperate with us in such investigations.
3. Free of charge; Voluntary Contribution
The Services are offered to you free of charge by Simplyk. However, upon any payment you make through the Services you have the option to make a voluntary monetary contribution to us in the amount of your choice to help us administer and improve the Services ("Contribution"). Please note that Contributions are repayable upon request within 45 days of the payment of the Contribution concerned. No Contribution will be reimbursed after this delay. Requests for reimbursement of the Contribution must be sent by email to [email protected]
4. Donations
Donations made by a Contributor to an Organization through the Platform (with the exception of event tickets) are legally made to that Organization, and it is the responsibility of the Organizations to issue, through the automation offered through the Platform or independently, Tax Receipts.
The Organizations remain fully responsible for establishing and communicating to Contributors their policies regarding the disbursement and reimbursement of donations and other contributions, and for complying with applicable Laws in this regard. We strongly recommend that you read these documents carefully and/or request further information in this regard from the Organizations. We assume no responsibility for restrictions on donations or for the veracity of the objectives of the events and donation campaigns conducted by the Organizations through the Platform.
5. Integration of Third Party Platforms
Simplyk uses the Stripe payment platform to provide Organizations with a Payment Account, some functions of which are integrated into the Platform. Its use to make payments for the benefit of the Organizations is governed by provisions other than those contained in this Agreement, namely the Stripe Connected Account Agreement, which includes Stripe's Terms of Service (the whole being called the "Stripe Terms of Use" - "Stripe Services Agreement").
6. Changes to Services
We reserve the right to make changes to the Services.
In the event of a significant change to the Services, we will notify Members using the Notification Email Address you provided when you opened your Account.
We may need to amend this Agreement to accommodate new technologies, features, regulatory or other requirements based on our legitimate business needs. If we need to change this Agreement, we will notify you at least 30 days in advance on the Platform interface or at the Member Notification Email Address, with a notice including the proposed changes, the date on which the changes will take effect, how you can respond to the notice, and the consequences of not doing so.
III) YOUR OBLIGATIONS AND RESPONSIBILITIES
  1. 1.
    Acceptable Use
We are proud, through the delivery of our Services, to build a community of Organizations, Contributors and Volunteers. This Section 3 outlines what you can and cannot do when using our Services.
You hereby represent and warrant that, except as expressly authorized in writing by us, you will not use the Services in any manner whatsoever:
  1. 1.
    that is prohibited by applicable Laws or by our policies available to you, including this Agreement;
  2. 2.
    that will interfere with the use or enjoyment of the Services by third parties, including if such use results in automated, constant, repeated requests for data other than as permitted by this Agreement and has an adverse effect on our systems or network, including abnormal usage that overloads servers or causes parts of our network to be blocked (for example, denial of service attacks and distributed denial of service attacks);
  3. 3.
    who uses the Services to create, transmit, distribute or store material that violates the Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or which may otherwise be threatening, abusive, hateful, or which constitutes or encourages conduct that would be considered fraud, a criminal offense, or give rise to civil liability;
  4. 4.
    that results in the distribution, disclosure or use of any of the Services in any form to or by unauthorized third parties, including through any time-sharing service, service bureau, network or by any other means;
  5. 5.
    which involves the use of any robot, spider, scraper, deep link or other similar automated data collection or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Services or any part of the Services;
  6. 6.
    which involves decompiling, disassembling or otherwise reverse engineering or attempting to reconstruct or discover any source code or the ideas or algorithms of any of the Services underlying the technology by any means;
  7. 7.
    that involves breaking into our security, including, without limitation:
    1. 1.
      Posting or transmitting any file that contains viruses, worms, Trojan horses or any other contaminating or destructive features;
    2. 2.
      interfering with the proper operation of the Services;
    3. 3.
      attempting to hack security requirements or processes in the use of the Services;
    4. 4.
      attempting to access any part of the Services (or any of their systems, networks, servers or other related equipment) that you are not authorized to access;
    5. 5.
      by attempting to disrupt in any way whatsoever the operation of the Services, its servers or its network;
    6. 6.
      disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
    7. 7.
      manipulating identifiers to disguise the origin of any content transmitted or uploaded to the Services, or the source of any content;
    8. 8.
      modifying or tampering with the Services in any unauthorized manner.
(collectively, the "Abuses").
You hereby agree and acknowledge that an indirect or attempted violation of this Section 3(a). will be considered Abuse. If we discover that you are about to commit Abuse (including facilitating Abuse), we may preventively suspend all or part of the Services with or without notice to you. If no prior notice has been given, we will send you a written notice as soon as possible and conduct an investigation to reasonably determine whether the suspension of the Services should be continued.
2. Administration of Services and Accounts
It is your responsibility to understand the settings, privileges, and controls of the Services.
Members are responsible for the management of their Account. Simplyk is not responsible for the management of the Accounts, nor for the settings and controls available as part of the administration of the Accounts.
Any Member undertakes to inform us without delay of any change in his or her Notification Email Address. Otherwise, we will not assume any responsibility for notifications or communications not received.
IV) INTERRUPTION AND SUSPENSION OF SERVICES
Notwithstanding anything to the contrary, we reserve the right to suspend and/or discontinue, with or without notice, all or part of the Services, including without limitation as necessary to comply with any applicable Law.
V) INTELLECTUAL PROPERTY
We remain at all times the exclusive owner of all right, title and interest, including all Intellectual Property, in and to the Services, Documentation, Content, and our Confidential Information. Notwithstanding anything to the contrary, we remain the exclusive owner of any suggestions, enhancement requests, recommendations or other comments provided by you to Simplyk, insofar as they relate to the Services, and you hereby assign to Simplyk, without limitation of any kind, all of your rights, titles and interests in such items, with Simplyk accepting such assignment.
You remain the exclusive owner of all right, title and interest in and to your Intellectual Property, including without limitation all Intellectual Property rights in your User Content.
For any work product that you deliver as a Matched Volunteer to an Organization as part of the Services, upon completion and delivery of any work product, you will receive title, rights or ownership of the work product, as agreed upon separately between you and the Organization to which you are matched. Simplyk is not responsible for any fees or costs associated with the transfer or assignment of any Work Product.
VI) CONFIDENTIAL INFORMATION
  1. 1.
    Exclusions
Confidential Information does not include information that the Receiving Party can prove: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) does not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restriction on disclosure; or (iii) does not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form before being disclosed to the Receiving Party by the Disclosing Party.
2. Confidentiality
The Receiving Party acknowledges and agrees that Confidential Information is proprietary information of the Disclosing Party and may constitute Intellectual Property of the Disclosing Party, whether or not any part of such information is protected by valid copyrights or patents. The Receiving Party shall use the Confidential Information of the Disclosing Party only for the purposes set forth in this Agreement and shall protect such Confidential Information with at least the same degree of care and confidentiality, and in no event less than a reasonable level of care and confidentiality, that the Receiving Party uses for its own Confidential Information.
The Receiving Party shall take all reasonable steps necessary to ensure that Confidential Information of the Disclosing Party is not made available or disclosed by it or any of its Representatives to third parties except (i) as required by applicable Laws, including a valid court order; (ii) with the prior written consent of the Disclosing Party; (iii) as permitted or reasonably inferred from this Agreement; or (iv) if the disclosure is made to legal counsel, an auditor or as reasonably required in connection with the administration of a legal entity. The Receiving Party shall exercise due diligence to ensure that its Representatives are subject to the same obligations of confidentiality as it is.
The Receiving Party shall not make copies or reproductions of the Disclosing Party's Confidential Information (on any medium whatsoever), except as may be necessary for the purposes of this Agreement (including back-up and business continuity).
3. Obligation in Case of Termination
In the event of termination of this Agreement for any reason whatsoever, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to retain copies required to comply with applicable Law, for its business records or as part of its business continuity, in which case, the Receiving Party shall maintain the confidentiality and integrity of such Confidential Information for as long as it is in the custody of the Receiving Party and shall securely delete such Confidential Information as soon as reasonably practicable.
VII) PERSONAL INFORMATION
You hereby agree and acknowledge that we use, collect and disclose Personal Information in accordance with our Privacy Policy.
VIII) LICENCES
You own all right, title and interest in and to all User Data, provided that you hereby grant us a revocable (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the User Data as may be necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.
In consideration of the foregoing paragraph, you hereby grant us a revocable (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the Organizational Data as may be necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, you agree and acknowledge that Simplyk holds all right, title and interest in and to the Anonymized Data and Usage Data.
IX) REPRESENTATIONS AND WARRANTIES
  1. 1.
    of the User
You represent and warrant that (i) all information that you submit on the Platform when creating your Account or registering as a Volunteer with an Organization is true and accurate; (ii) all information about you that you submit to us in the course of providing the Services, including User Content, is true and accurate; (iii) you will not commit or attempt to commit any Abuse; and (iv) you or your Child (as the case may be) are not prohibited by Simplyk, under the Agreement (including Section 2(a)), or by applicable Laws, from using the Services.
2. from Simplyk
We represent and warrant only that the Services will be substantially in accordance with the Documentation and will be performed in a professional manner.
X) COMPENSATION; RECOURSE
  1. 1.
    Compensation
You hereby agree to indemnify, defend and hold us (including our Representatives) harmless from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorneys' fees), actions, damages, losses or liabilities arising directly or indirectly out of, connected with, related to or resulting from (i) your access, use or alleged use of the Services in a manner not authorized by this Agreement, including any violation of any of Sections 3(a), 5, 6 and 9(a); and (ii) your negligence, fraud and/or willful misconduct.
XI) DISCLAIMER OF LIABILITY
Simplyk is not responsible for verifying the information provided by the Organizations and does not guarantee or warrant that the Organization Content and other information provided by the Organizations about their volunteer opportunities or activities are true. Each User is solely responsible for exercising due diligence with respect to any Organization, with whom that User interacts on the Platform and the Services in general. Simplyk does not verify the compliance of any Organization using the Services with the applicable Laws according to their location.
You are solely responsible for the accuracy, truthfulness and quality of the User Data, User Content and any content or information provided directly or indirectly by you through the Services. We have no control over and accept no responsibility for the accuracy, truthfulness and quality of the User Data and User Content, including, without limitation, violations of Intellectual Property, applicable Law and privacy rights. You acknowledge and agree that all results produced or obtained through the Services (or use thereof) are for informational purposes only. We assume no responsibility for business decisions, including without limitation investment decisions, resulting from such results. You are responsible for ensuring that the results are accurate and consistent.
We do not operate wireless communications network services or other communications service providers through which you may access the Services, and we have no control over their activities as providers of such services. Accordingly, (i) we disclaim any responsibility for or in connection with your use of such providers to access the Services and (ii) we cannot guarantee the confidentiality or security of wireless data transmissions.
The Services may contain links to integration partners, websites or third-party content. We are not responsible for integration partners, websites or third party content.
XII) FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in its capacity as sovereign or contractor, flood, epidemic (including the outbreak of the COVID-19 coronavirus), earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial of service and distributed denial of service, ransom software and other cyber attacks that are not caused or facilitated by negligence ("Force Majeure"). Any delay resulting from an Event of Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by such cause. The parties shall inform each other as soon as possible of any Case of Force Majeure.
XIII) TERMINATION
  1. 1.
    Termination
This Agreement is valid from the first time you use any of the Services and for as long as you use any of the Services (the "Term").
Subject to any provision to the contrary in this Agreement, either party may suspend or terminate the Agreement and the Services at any time.
2. Effects of termination
If this Agreement is terminated for any reason or expires, then, except as otherwise provided in these Terms of Service, the rights granted by one party to the other will terminate immediately.
The provisions of Sections 5, 6, 7, 8, 11, 12, 13 and 14 hereof shall survive the Term or termination of this Agreement for any reason.
XIV) GOVERNING LAW
The validity, interpretation and performance of this Agreement and the legal relationship between you and us shall be governed by and construed in accordance with the applicable Laws of the Province of Quebec, Canada, and the federal law applicable therein, without giving effect to any choice or conflict of law provisions or rules (whether in Quebec or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than Quebec, Canada. The law known as the United Nations Convention on the International Sale of Goods is specifically excluded from the application of the Terms of Service.
Any lawsuit, action or legal proceeding arising out of this Agreement or any transaction under this Agreement shall be instituted in Montreal, Quebec, Canada.
XV) GENERAL PROVISIONS
The waiver of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any other or subsequent breach.
If any provision of this Agreement is in violation of any applicable Law, or is unlawful for any reason, such provision shall be self-destructive without affecting the validity of the remaining provisions.
This Agreement describes the entire agreement between the parties and supersedes all oral and written agreements or understandings between them relating to its subject matter.
We may assign or transfer this Agreement, in whole or in part, at any time as part of a bona fide corporate reorganization, sale of our assets, merger and acquisition or judicial liquidation. You may not assign or transfer this Agreement, in whole or in part, to any other person without our prior written consent, which shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void. You may not transfer or assign to anyone else, temporarily or permanently, any right to use the Services or any part of the Services.
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