1. The Foundation
The Foundation is a community foundation that offers flexible options for donors to help them achieve their philanthropic goals. Gifts to The Foundation are pooled and invested, and the income earned is distributed as grants according to The Foundation’s spending policy, in support of local community projects primarily in Winnipeg, Manitoba.
2. Acceptance of Terms
3. Intellectual Property Rights
Subject to paragraph 3(a) below, all Foundation Content (as defined below) contained on the Websites is the proprietary property of The Foundation, its content suppliers or its licensors, as the case may be, and is protected by Canadian and international copyright, trademark, and other applicable laws. For the purposes of this Agreement, “Content” includes any and all material, information in text, graphical, video and audio forms, images, reports, articles, publications, data, databases, charts, graphics, photographs, illustrations, maps, interfaces, applications, designs, music, sound and other files, web pages, files, software, product names, company names, trademarks, logos and trade names contained on the Websites together with all intellectual property rights therein. “Foundation Content” means all Content contained on the Websites, other than User Content (as defined below), as well as the manner in which the Content is presented or appears on the Websites, and all intellectual property rights therein. “User Content” means all Content that is submitted, transmitted, provided, posted or otherwise made available by users to the Websites.
Except for the rights you may have in the User Content posted, submitted, transmitted, provided or otherwise made available by you on the Websites, you do not acquire ownership rights or any implied right to any Content obtained, accessed, used or viewed through the Websites, and the posting, submission, transmission, provision or otherwise making available of information or materials on the Websites does not constitute a waiver of any rights in such information, materials and/or Content.
User Content Licence
When you submit your original copyrightable User Content to the Websites, you retain ownership of any copyright you claim to your submitted User Content. Note that certain copyright laws and other applicable laws create fair dealing or fair use exceptions for the purpose of news reporting to what would otherwise be copyright infringement. By making your User Content available through the Websites, you automatically grant to The Foundation a royalty-free, perpetual, irrevocable (except as expressly set forth in this Agreement), non-exclusive, transferable, worldwide, sublicensable (through multiple tiers) right and licence to use, reproduce, copy, distribute, transmit, host, market, create derivative works of, modify, adapt, display and perform the User Content and any intellectual property rights therein (including but not limited to any copyright, trademark, publicity and database rights), in any form, technology or media now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Foundation. The Foundation can grant sublicences with respect to the User Content.
When you submit User Content to the Websites, you (i) represent and warrant that the User Content is original to you and that no other party has any rights thereto, and that you retain ownership of any copyright you claim to your submitted User Content, or (ii) you represent and warrant that you are legally entitled to post, submit, transmit, provide or otherwise make available the User Content and grant the foregoing licence to The Foundation.
- Content Licence
The Foundation grants to you a personal, limited, revocable, non-transferable and non-exclusive right and licence to access, use, read and download the Content located on the Websites for personal, non-commercial and not-for-profit use only. This licence is revocable by The Foundation at any time without notice and with or without cause. You may print pages from the Websites for your personal, non-commercial use only, provided that you do not modify any of the Content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. Other than as specifically described herein, no Content may be modified, copied, distributed, forwarded, framed, reproduced, republished, downloaded, displayed, posted, transmitted, provided, submitted, or sold in any form or by any means, in whole or in part, without the prior written permission of The Foundation (or, in the case of User Content, the owner of the rights to the User Content), except as expressly permitted by this Agreement or by applicable copyright laws. Note that certain copyright laws and other applicable laws create fair dealing or fair use exceptions for the purpose of news reporting to what would otherwise be copyright infringement. You are responsible at all times for acting in compliance with applicable copyright laws and all other laws. You will abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Websites.
4. Trademark Information
THE WINNIPEG FOUNDATION, WPGFDN.ORG, ENDOWMANITOBA.CA, WINNIPEGVITALSIGNS.ORG, CNCWPG.ORG, THE WINNIPEG FOUNDATION & Design and other marks and logos appearing on the Websites are registered and unregistered trademarks or trade names of The Foundation. Other product and company names and logos appearing on the Websites may be registered or unregistered trade-names or trademarks of their respective owners. Any use of the trademarks, trade names and logos (collectively, the “Marks”) displayed on the Websites, except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Websites or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use, display or copy, in any manner, any Mark displayed on the Websites.
5. Rules of Conduct
The Websites provide or may provide features that allow you to post, submit, transmit, provide or upload User Content, or to interact with other users through forums, board services, blogs, or chat areas. When using any features of the Websites, it is a condition of your use of the Websites and any of their features that you agree to the following:
- You are required to select a user identification (“UserName”) and password to access and use certain features of the Websites. You are responsible for maintaining the confidentiality of your UserName and password.
- You are responsible for all activity that occurs under your UserName.
- You are solely responsible for your conduct and any User Content, materials or information that you submit, provide, transmit, post, or display on the Websites, or that you allow others to submit, provide, transmit, post, or display on the Websites under your UserName.
- You will not upload, post, email, submit, provide, transmit or otherwise make available any User Content, materials or information to, on or through the Websites that are fraudulent, unlawful, harmful, offensive, illegal, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, pornographic, invasive of another’s privacy, or hateful.
- You will not post, provide, submit, transmit or otherwise make available User Content, materials or information that infringe a patent, trademark, trade secret, copyright or other proprietary rights of another person or entity or that violate any right of privacy, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
- You will not transmit any worms or viruses, spyware, malware or any other harmful or destructive code to or through the Websites.
- You will not upload, post, email, transmit, provide, submit or otherwise make available to users of the Websites any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
- You will not use the Websites for any illegal or unauthorized purpose or violate any applicable provincial, state, federal or local laws in your jurisdiction.
- You will not “stalk” or otherwise harass anyone on or through the Websites.
- You will not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity, or falsely state or otherwise misrepresent your affiliation with an individual or entity.
- You will not access or use another user’s account without that user’s permission, nor will you compromise another user’s account. You agree that if such acts are brought to the attention of The Foundation, The Foundation may (1) immediately terminate your Foundation account, if any, and (2) provide all relevant information to law enforcement officials in order to assist in an investigation of your actions.
- You will not transmit User Content that includes personal or identifying information about another person without that person’s explicit consent.
- You will not violate nor attempt to violate the security of the Websites, including, without limitation:
- accessing or using data not intended for you, including logging into a server or account which you not authorized to access or use;
- attempting to probe, scan or test the vulnerability of a system or network to breach security or authentication measures without proper authorization;
- using any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Websites or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Websites or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Websites;
- taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Websites or The Foundation’s systems or networks, or any systems or networks connected to the Websites or to The Foundation’s systems;
- conducting a reverse look-up, tracing or seeking to trace any information on any other user to its source, or exploit the Websites or any information made available or offered by or through the Websites, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Websites;
- attempting to interfere with, disrupt or disable service to any user, host or network, including, without limitation, via means of “denial of service” attacks, overloading, “flooding”, “mailbombing” or “crashing”;
- disrupting network nodes or network services or otherwise restricting, inhibiting, disrupting or impeding The Foundation’s ability to monitor or make available the Websites; or
- taking any action in order to obtain services to which you are not entitled.
The Foundation may review User Content before it is posted, displayed or transmitted and may refuse to post, display or transmit any User Content to the Websites. The Foundation reserves the right, in its sole discretion, to edit or remove, refuse to accept, post, display or transmit any User Content. You acknowledge and agree that The Foundation may, in its sole discretion, monitor or have monitored its Websites, including any User Content, periodically, and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate the Websites properly or to protect itself or other users of the Websites.
Although The Foundation may from time to time monitor or review User Content as stated above, The Foundation does not have any obligation to do so, and disclaims any responsibility or liability for any User Content posted, transmitted, displayed or submitted. User Content represents the views and opinions of the user(s) posting, submitting, transmitting, displaying the User Content and does not represent the views or opinions of The Foundation. The Foundation does not assume any liability, and specifically disclaims any liability, to you or any other person arising from The Foundation’s decision to monitor or not to monitor the User Content consistently or at all. You remain solely responsible for the User Content and use of your User Content.
You may view Content without registering an account with The Foundation; however, to access and use some features of the Websites you will be required to select a UserName and password. In consideration of your use of such features, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form(s) on the Websites, including your geographical location and address (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, The Foundation has the right to suspend or terminate your account and refuse any and all current or future use of the Websites (or any portion thereof).
You will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify The Foundation of any unauthorized use of your password or account or any other breach of security; and (b) take measures to prevent unauthorized access or use (e.g., ensuring that you exit from your account at the end of each session).
The Foundation reserves the right to change, suspend, or discontinue the Websites (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Foundation may also impose limits on certain features and services or restrict your access and use to parts or all of the Websites without notice or liability.
7. Links to Third-Party Websites
While the Websites may contain links to external third-party websites, The Foundation is not responsible for the content of any linked external sites. The Foundation does not endorse any external website nor accept responsibility for its accuracy, authenticity, timeliness or completeness. You access and use these linked external sites at your own risk.
The Websites and the Content are for informational, reference and educational purposes only. The Foundation assumes no responsibility or liability arising from any error in, or omission of, information, or from the use of any information or advice contained in any of the Websites.
It is not The Foundation’s intention to provide specific advice about philanthropy or charitable giving to users of the Websites, but rather to provide users with information to help them better understand their options. The Foundation urges users to consult with The Foundation’s Donor Services Staff and/or their own professional advisors for answers to their charitable giving questions.
9. Limitation of Liability
By accessing or using the Websites, you acknowledge and agree that The Foundation shall have no liability for any cost, damage or harm arising directly or indirectly in connection with any of the User Content, the Content and/or The Foundation Content on the Websites or through links on the Websites or from any action or inaction of any other user. IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY USER OF THE WEBSITE), THE FOUNDATION IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE THE FOUNDATION FROM ANY CLAIMS, DEMANDS OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE.
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE FOUNDATION BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO ACCESS TO OR USE OF THE WEBSITES AND/OR THE USE OF LINKS TO OTHER WEBSITES, WHETHER OR NOT ANY SUCH DAMAGES MIGHT BE FORESEEABLE AND EVEN IF THE FOUNDATION IS INFORMED OF THEIR POSSIBILITY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR LOSS OF PROFIT, BUSINESS, CONTRACTS OR REVENUES OR DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES. TO THE EXTENT PERMITTED BY LAW, ALL IMPLIED TERMS ARE EXCLUDED.
THIS EXCLUSION OR LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE.
YOU HAVE THE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU MAKE BASED ON INFORMATION CONTAINED IN THE WEBSITES.
IF YOU USE THE WEBSITES, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE WEBSITES.
If you are dissatisfied with the Websites or with this Agreement, you agree that your sole and exclusive remedy is to discontinue using the Websites
10. No Warranty
YOU AGREE THAT THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS, AND THAT YOUR USE OF THE WEBSITES PROVIDED BY THE FOUNDATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOUNDATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITES AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE FOUNDATION MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CREDIBILITY OF THE USERS OF THE WEBSITES, OR ABOUT THE TRUTHFULNESS, ACCURACY OR COMPLETENESS OF THE USER CONTENT, THE CONTENT AND/OR THE FOUNDATION CONTENT ON THE WEBSITES OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITES, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY USER CONTENT, CONTENT AND/OR FOUNDATION CONTENT POSTED, DISPLAYED, SUBMITTED OR TRANSMITTED ON THE WEBSITES, OR ANY DESCRIPTIONS OR LITERATURE ABOUT THE USER CONTENT, THE CONTENT AND/OR THE FOUNDATION CONTENT. THE FOUNDATION ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE USER CONTENT, THE CONTENT AND/OR THE FOUNDATION CONTENT ON THE WEBSITES IS FIT FOR ANY PARTICULAR PURPOSE OR WILL MEET ANY USER’S REQUIREMENTS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE USER CONTENT, THE CONTENT AND/OR THE FOUNDATION CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT, CONTENT AND/OR FOUNDATION CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT, CONTENT AND/OR FOUNDATION CONTENT POSTED, EMAILED, SUBMITTED, DISPLAYED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITES.
By accepting this Agreement, you agree to indemnify and hold The Foundation harmless from any and all claims, demands, liabilities, expenses or tax assessments, including reasonable legal fees, arising out of any claim made by any third party or any action taken by any governmental or regulatory body, due to, arising out of or relating to (i) any User Content that you submit, post, transmit, provide or otherwise make available through the Websites, (ii) your use of the Websites, (iii) your connection to the Websites, (iv) your actual or alleged breach of this Agreement, (v) your actual or alleged infringement of any third party intellectual property or proprietary rights, or (vi) your actual or alleged violation of any applicable laws, rules, regulations or rights of another.
12. Linking and Framing
While The Foundation welcomes links to its Websites, your website cannot state or imply that The Foundation endorses or supports an organization, agency or program without The Foundation’s permission. The Foundation reserves the right to summarily cancel and revoke at any time and without notice any permission it may give to link to the Websites.
The framing of the Websites or any of the Content in any form and by any method is strictly prohibited.
13. Miscellaneous Provisions
- Entire Agreement. This Agreement, including any changes made to this Agreement from time to time, constitutes the entire agreement between you and The Foundation pertaining to the subject matter hereof. You agree to review this Agreement prior to any use of the Websites, and each use of the Websites by you shall constitute and be deemed your unconditional acceptance of this Agreement. The Foundation may prospectively modify this Agreement by posting a revised Agreement on the Websites.
- No Agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
- Governing Law and Forum. The Foundation controls http://www.wpgfdn.org/, endowmanitoba.ca, winnipegvitalsigns.org and cncwpg.org from its offices within the Province of Manitoba, Canada. By accessing and using the Websites, you agree that all matters relating to access to, or use of, the Websites, or any other hyperlinked website, shall be governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the Province of Manitoba and acknowledge that you do so voluntarily and are responsible for complying with all local laws.
- Waiver and Severability. The failure of The Foundation to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. In the event that any provision of this Agreement is held by a Court or a tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portion of this Agreement will remain in full force and effect.
- General. You agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against The Foundation related to the Websites, the Content, the User Content, The Foundation Content and/or this Agreement, and where applicable, you also agree to opt out of any class proceedings against The Foundation or its licensors.
- Assignment. The Foundation may assign this Agreement to any successor of The Foundation. This Agreement cannot be assigned or transferred, in whole or in part, by you. This Agreement will enure to the benefit of and be binding upon each of us and our respective heirs, administrators, successors and permitted assigns.
- Headings. All article or section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement.
- E-mail. The inclusion of any email addresses on the Websites is not consent to receiving unsolicited commercial electronic messages or SPAM.
The Foundation reserves the right to suspend or terminate, or take any other action or remedy that we deem reasonable, appropriate or necessary, in our sole discretion, with respect to your account immediately, without prior notice or liability, for any reason. If we terminate your account, your right to use the Websites will immediately cease. All provisions of this Agreement will survive termination, including without limitation, intellectual property ownership provisions, licenses, warranty disclaimers, indemnities, and limitations of liability. The Foundation reserves the right to modify or terminate the Websites for any reason, without notice, at any time.
The Winnipeg Foundation
1350 – One Lombard Place
Winnipeg, Manitoba R3B 0X3 Canada
Effective Date: December 2013