TERMS OF USE

Acceptance Of Terms Of Use

By using the CharityVillage Site, or any of the products or services (collectively, the “Services”) available on the CharityVillage Site, including Services offered on a payment basis (each a “Pay Service”), you agree, without limitation or qualification, to be bound by these terms and conditions (the “Terms and Conditions”) and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with use of the CharityVillage Site or Service, all as may be modified by CharityVillage from time to time in accordance with these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use the CharityVillage Site or any of the Services on the CharityVillage Site and must terminate any applicable Pay Services Agreement.

Registration, Accounts And Passwords

Certain of the Services and related material, software, information, data and other content made available on the CharityVillage Site (“Content”) may require registration or paid membership. Should you choose to register or purchase a membership for any such Services or related Content, you agree to provide accurate and current information about yourself as required by the relevant registration or membership process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or membership on the CharityVillage Site, and (b) all activities that occur, including transaction effected, under such password or account. Further, you agree to notify CharityVillage of any unauthorized use of your password or account. CharityVillage will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section.

Accounts Are Individual, Not Organizational (Job Seekers Only)

When you create and manage your registration, it is an individual account, not an account on behalf of any organization with which you are affiliated. You may acknowledge that your represent an organization, but please use your own name in the ‘First Name’ and ‘Last Name’ fields. Accounts that appear to have inaccurate individual information will be suspended immediately.

Restrictions On Use Of Materials

All Content available on the CharityVillage Site, including the manner in which such Content is presented, and the Services are: Copyright © CharityVillage Ltd. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. CharityVillage and/or its licensors grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal, private and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through the CharityVillage Site or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.

Trademarks

CharityVillage, CharityVillage.com and Village Caritas and all associated designs and logos are trademarks of CharityVillage Ltd. All other product, brand and company names and logos used or mentioned on the CharityVillage Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on the CharityVillage Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.

Submission of Articles and Content

The website may provide features that allow you to post messages and content, to interact with CharityVillage Ltd. and other users and to upload files, documents or other materials (collectively, Articles and Content Submissions). When using any of the features of the website which allow you to post, upload or make Article and Content Submissions, it is a condition of your use of the website that you observe the rules of netiquette and that you do not: (i) restrict or inhibit any other user from using and enjoying the website, interfere or attempt to interfere with the proper workings of the site or do anything which in the sole discretion of CharityVillage Ltd. imposes an unreasonable or disproportionately large load on CharityVillage Ltd. website infrastructure; (ii) post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation; (iii) post or transmit any Article and Content Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) post or transmit any Article and Content Submission that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner; (v) post or submit any Article and Content Submission which solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (vi) post or transmit any Article and Content Submission which contains a virus or other harmful component, or provides or creates computer viruses; or (vii) post or transmit junk mail, chain letters, unsolicited mass mailing or spam.

You also agree not to post Submissions that: (i) do not comply with the Canadian Human Rights Act or applicable provincial human rights legislation; (ii) do not comply with relevant provincial Employment Standards legislation; (iii) seek to recruit employees, volunteers, interns, representatives, agents, or other associates for any franchise, pyramid scheme, distributorship, multi-level marketing arrangement, sales agency arrangement or other business or employment opportunity which makes employment or consideration conditional upon the payment of any fee or the purchase of goods or services; (iv) seek to attract volunteers who must pay a training or participation fee, unless the amount of the training fee is clearly stated and the fee is payable only after the individual has been accepted to participate; or (v) seek to recruit a provider of personal services for an individual.

By posting or uploading Submissions to the website, you grant CharityVillage Ltd. a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (i) use, reproduce, store, adapt, translate, modify, make derivative works from, transmit, distribute, publicly perform or display such Article and Content Submission for any purpose; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights. In addition to the grant of the above license, you hereby (i) agree to waive all moral rights in any Submission in favour of CharityVillage Ltd.; (ii) consent to your name, address and e-mail appearing as the contributor of any Article and Content Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with an Article and Content Submission; (iii) acknowledge and agree that CharityVillage Ltd. is not responsible for any loss, damage, or corruption that may occur to your Submissions; and (iv) acknowledge and agree that any Article and Content Submission you provide for display on the website will be considered non-confidential.

Prohibited Submissions

Users may only post job listings and requests for proposals (RFPs), or links to such opportunities, in the paid Jobs section of CharityVillage.

With the exception of links to job postings within the Jobs section of CharityVillage, users may not post job listings, RFPs, or links to job openings in any other area of the website.

Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CHARITYVILLAGE SITE AND ANY OF THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT EACH OF CHARITYVILLAGE, ITS AGENTS, REPRESENTATIVES AND LICENSORS DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE “WARRANTIES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARITYVILLAGE LTD. SPECIFICALLY MAKES NO WARRANTIES THAT THE CHARITYVILLAGE SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THE CHARITYVILLAGE SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

No Advice

The information contained on the website is for informational purposes only. It is not intended to provide legal, accounting, tax, investment, financial or other advice to you, and you should not rely upon the information to provide any such advice.

Disclaimer Regarding Search Content

Any and all pictures, sounds, sound effects, sound recordings, graphics, video, audio-visual works and any other works (the “Multimedia Content”) located through the CharityVillage Site’s search services are protected by copyright and/or other intellectual property laws. CharityVillage does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside the CharityVillage Site, all of the Multimedia Content contained on such sites is owned and served by entities other than CharityVillage. CharityVillage provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through the CharityVillage Site’s search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.

Monitoring

You acknowledge that CharityVillage has no obligation to monitor the CharityVillage Site or any content accessible through the CharityVillage Site or any of the Services. However, you agree that CharityVillage has the right to monitor the CharityVillage Site electronically from time to time and to disclose any information, including your personal information, as necessary to satisfy any law, regulation or other governmental request, to operate the CharityVillage Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy.

Modifications

For users of CharityVillage other than in relation to Pay Services Agreements, CharityVillage reserves the right, in its sole discretion, to add to, remove from, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on the CharityVillage Site. Please check these Terms and Conditions regularly for updates by checking the date of “Last Update” at the top of this document. If any change is not acceptable to you, you must discontinue your use of CharityVillage and any of the Services immediately. Your continued use of the CharityVillage Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, CharityVillage reserves the right to change, modify, suspend or discontinue any aspect of the CharityVillage Site, Services or Content from time to time without notice or liability and for any reason whatsoever. For users who have entered into a Pay Services Agreement, modifications to your Pay Services Agreement or these Terms and Conditions are discussed below.

Downloads And Software

Certain CharityVillage Site sections allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the “Software”). The Software is made available to you by CharityVillage or third parties subject to the terms and conditions made available to you during the software download and installation process. Additionally, you agree that the Software is licensed to you by CharityVillage or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that CharityVillage or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that CharityVillage Ltd., including its suppliers, to the maximum extent permitted by law, makes no warranties regarding the Software, and will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.

Content Linked To CharityVillage

Please exercise discretion while browsing the Internet. Please note that certain links on the CharityVillage Site may take you to other websites. CharityVillage provides these links only as a convenience and not as an endorsement by CharityVillage. These linked sites are not under the control of CharityVillage. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. CharityVillage is not responsible for the content of any such linked sites or any other web page that is not part of the CharityVillage Site and under CharityVillage’s control. Unless otherwise expressly provided, CharityVillage Ltd. makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that CharityVillage Ltd. will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from the CharityVillage Site.

Dealings With Third Parties

You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the CharityVillage Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. CharityVillage assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions will be yours alone. You agree that CharityVillage Ltd. will not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.

Subscription/Fee Based Services

Certain of the Services and Content made available on the CharityVillage Site may be offered by CharityVillage on a payment basis. These Pay Services may be offered by CharityVillage on a prepaid usage basis or on a periodic membership (“Membership”) basis. Should you choose to purchase or become a member with respect to certain Pay Services, you will be required to register as described at the time of registration for the Pay Service, and you will be assigned an account for such Pay Service (the “Pay Service Account”) based on the information you provide as part of the registration process. You will be responsible for all uses of your Pay Services Account, including transactions effected and all applicable Pay Services fees, together with all applicable taxes (collectively, the “Fees”), incurred through your Pay Services Account. You agree to pay all the Fees applicable for such Pay Service that you incur. You agree to immediately notify CharityVillage of any unauthorized use of your Pay Services Account. Unless otherwise indicated in the registration process, in your Pay Services Agreement or in these Terms and Conditions, the Fees for a Pay Service purchased through your Pay Service Account are chargeable immediately to the credit card you designated for the particular Pay Service Account (the “Account Credit Card”) or through such other billing process as applicable.

You may terminate your Pay Services Agreement at any time in accordance with these Terms and Conditions and your Pay Services Agreement.

By registering for a Pay Service, you warrant that all information you submit is true and correct (including without limitation all Account Credit Card information).

In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree: (a) to the terms of your Pay Services Agreement and these Terms and Conditions, including, without limitation, the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein; (b) that you are solely responsible for all acts or omissions that occur through your Pay Service Account; (c) that the Pay Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever; (d) that CharityVillage reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service; and (e) that CharityVillage reserves the right to suspend or terminate your Pay Service Account and your use of a Pay Service in accordance with these Terms and Conditions and your Pay Services Agreement.

Modification of Pay Service Agreements And Terms Of Service In Connection With Subscription/Fee Based Service

CharityVillage may at any time and from time to time amend or modify these Terms and Conditions or a Pay Service Agreement, including any Fees, features or other aspects of Pay Services, upon notice to you. Alert may be provided using one or more of the following methods: (i) letter mailed to your billing address; (ii) bill message or insert; (iii) e-mail to one or more of your email accounts provided to CharityVillage; (iv) posting on CharityVillage website; or (v) speaking to you or leaving a message for you. If you do not agree to any such amendments or modifications of your Pay Services Agreement or these Terms and Conditions, your sole remedy is to immediately stop using the CharityVillage Site and Services, including Pay Services, and to terminate your Pay Services Agreement and these Terms and Conditions in accordance with these Terms and Conditions and your Pay Services Agreement. You can review the most current version of these Terms and Conditions at charityvillage.com

CharityVillage Termination

CharityVillage reserves the right to suspend or terminate your Account and your access to the Site, Services and Content, including Pay Services, at any time for convenience, or for any other reason, including without limitation, if: (a) the Account Credit Card is invalid for any reason; (b) you give CharityVillage and/or its affiliates or licensors false or misleading information; (c) CharityVillage and/or its affiliates or licensors does not receive any payment when due; or (d) CharityVillage has determined, in its sole discretion, that the use of the CharityVillage Site or of any Services through your Account is, or was in breach of these Terms and Conditions or you are using the Services for unlawful or improper use. Any such termination by CharityVillage will be in addition to and without prejudice to such rights and remedies as may be available to CharityVillage, including injunction and other equitable remedies. Your ability to use the Pay Services is also subject to any limits established by CharityVillage or by your Account Credit Card issuer. If Fees cannot be charged to your Account Credit Card or your charge is returned for any reason, including chargeback, CharityVillage reserves the right to either suspend or terminate your Pay Services Account and your access to the Pay Services. The disclaimer, limitations on liability, and indemnity provisions herein will survive termination or expiry of your Account, these Terms and Conditions and your Pay Services Agreement.

Subscription/Membership Termination

You may terminate your Account at any time by accessing the “Delete Account” link within the My Desk section of the Site. All terminations will be effective immediately.

Indemnification

You agree to defend, indemnify and hold harmless each member of CharityVillage Ltd. and each of their respective officers, directors, employees and agents, including all third parties mentioned on the CharityVillage Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of the CharityVillage Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from the CharityVillage Site or through any of the Services. You will use your best efforts to cooperate with CharityVillage Ltd. in the defense of any claim. CharityVillage Ltd. reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Limitation Of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL CHARITYVILLAGE LTD. BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER CHARITYVILLAGE HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF THE CHARITYVILLAGE SITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO THE CHARITYVILLAGE SITE OR ANY OF THE SERVICES.

You expressly acknowledge that CharityVillage Ltd. has entered into your Pay Services Agreement and these Terms and Conditions, and has and will make certain Sites, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and CharityVillage Ltd. You expressly agree that the indemnities, limitations, exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of your Pay Services Agreement or these Terms and Conditions.

Governing Law/Jurisdictional Issues

All CharityVillage Sites and Services are controlled, operated and administered by CharityVillage Ltd. from its offices within Canada. CharityVillage makes no representation or warranty that the CharityVillage Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access the CharityVillage Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through the CharityVillage Site in violation of applicable export laws and regulations. These Terms and Conditions will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to Section 24 (Arbitration and Actions) below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.

Arbitration And Actions

Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, a Pay Service (unless otherwise specified in Pay Services Agreement), your Pay Services Agreement, your use of the CharityVillage Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions or your receipt and use of the Site or Services, which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a “Claim”), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against CharityVillage Ltd. relating to any Claim and you also agree to opt out of any class proceedings against CharityVillage Ltd.. Notwithstanding the foregoing, CharityVillage reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

Submission Of Ideas Or Suggestions

CharityVillage Ltd. is always improving the CharityVillage site and services and developing new features. If you have ideas or suggestions regarding improvements or additions, CharityVillage would like to hear them – but any submission will be subject to these terms and conditions. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO CHARITYVILLAGE AND/OR ITS AFFILIATES OR LICENSORS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO CHARITYVILLAGE LTD. AND/OR ITS AFFILIATES OR LICENSORS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO CHARITYVILLAGE LTD. AND/OR ITS AFFILIATES OR LICENSORS THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT CHARITYVILLAGE LTD. AND/OR ITS AFFILIATES OR LICENSORS IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY CHARITYVILLAGE LTD. AND/OR ITS AFFILIATES OR LICENSORS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

Privacy

For information on how user information is collected, used and disclosed by CharityVillage in connection with your use of the CharityVillage Site and any of the Services, please consult our Privacy Policy.

General Provisions

These Terms and Conditions and any Pay Services Agreement you have entered into are personal to you, and you may not assign your rights or obligations to anyone. Your Pay Services Agreement and these Terms and Conditions constitute the entire agreement between CharityVillage and you pertaining to your use of the CharityVillage Site, Services and Content and supercede any prior agreements between you and CharityVillage with respect to the subject matter hereof. CharityVillage’s failure to insist upon or enforce strict performance of any right or provision of your Pay Services Agreement or these Terms and Conditions will not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in your Pay Services Agreement or these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions (or parts thereof) contained herein. Except where prohibited by applicable law, any cause of action you may have with respect to your use of the CharityVillage Site or which is the subject of your Pay Services Agreement or these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. No changes to your Pay Services Agreement or these Terms and Conditions will be made except as expressly contemplated herein. The parties have required that your Pay Services Agreement and these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

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