Last Revised: November 1, 2019
Welcome to irp-ppi.ca, an online community network focused solely on providing social purpose organizations and partners with information, learning and networking opportunities relative to social entreprise and investment readiness in Canada. irp-ppi.ca is governed by Community Foundation of Canada, a not-for-profit organization located in Ottawa, Ontario, Canada.
By using the irp-ppi.ca site or sites powered by irp-ppi.ca, you agree, without limitation or qualification, to be bound by and to comply with this Agreement.
Please read this Agreement in its entirety.
Registration and access
1.1 You represent and warrant that: (i) your use of irp-ppi.ca will not violate any applicable Canadian law or regulation; and (ii) you have the capacity to enter into a legal agreement in the province, or country in which you reside.
1.2 irp-ppi.ca includes a public area, a members-only area and restricted workspaces.
1.3 Access to the public area of irp-ppi.ca requires your acceptance of this Agreement without qualification as signified by your use of irp-ppi.ca. If you do not agree with any term or condition of this Agreement, do not use irp-ppi.ca.
1.4 To access the members-only area of irp-ppi.ca you are required to: (i) register with irp-ppi.ca; and (ii) confirm your acceptance of this Agreement by placing a checkmark in the “I AGREE” box on the registration page and logging in by entering your username and password. If you disagree with any term or condition of this Agreement, do NOT place a checkmark in the “I AGREE” box, do NOT attempt to log in, discontinue using irp-ppi.ca and instruct irp-ppi.ca to disable any username and password assigned to you.
1.5 To access any restricted work space you must be able to access the members-only area of irp-ppi.ca and be one of the individuals for whom that restricted workspace was created or be invited by that group to access their workspace. You may be required to agree to additional terms and conditions as well.
1.6 To register with irp-ppi.ca, please complete the online registration form. Upon successfully registering, you will be given a username and a password that you can use to access the members-only area of irp-ppi.ca. In registering, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it current, and advise irp-ppi.ca of the updated information.
1.7 You are fully responsible for all activities conducted under your username and password. You must ensure that no unauthorized access to irp-ppi.ca is obtained through your username and password and take all necessary steps to keep them confidential. You shall inform irp-ppi.ca immediately if you have any reason to believe that your password has become known to or been used by any other person.
1.8 irp-ppi.ca may change your username or password at any time, for security reasons, and will notify you when it does so.
2.3 irp-ppi.ca reserves the right to communicate with you regarding your use of irp-ppi.ca. You consent to irp-ppi.ca’s use of any contact information that you provide to irp-ppi.ca in doing so.
Use of irp-ppi.ca
3.1 You may use irp-ppi.ca for your own personal use, and to collaborate with others around investment readiness and social entreprise, in a manner that respects other users, and irp-ppi.ca. You will not use irp-ppi.ca for any commercial purpose.
3.2 You agree that you will not use irp-ppi.ca to:
- collect or store information about any individual, user or member for commercial or unlawful purposes;
impersonate any person or entity, including, but not limited to, a irp-ppi.ca official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- either directly or indirectly transmit any unsolicited bulk email or unsolicited commercial email or otherwise violate irp-ppi.ca’s Anti-Spam Policy;
- interfere with, disrupt or damage irp-ppi.ca or servers or networks connected to irp-ppi.ca, or disobey any requirements, procedures, policies or regulations of networks connected to irp-ppi.ca;
- intentionally or unintentionally violate any applicable local, provincial, national or international law, and any regulations having the force of law; or
- access irp-ppi.ca after your account or access has been suspended or terminated by irp-ppi.ca.
3.3 irp-ppi.ca may use filtering technology or other measures in its efforts to stop unsolicited bulk email and unsolicited commercial email. If your use of irp-ppi.ca includes email or messaging services, then such filtering technology or other measures may block, either temporarily or permanently, some messages sent to you through irp-ppi.ca, even if such email does not violate the Anti-Spam Policy. irp-ppi.ca assumes no liability for the blocking of such transmissions.
3.4 You agree not to use any crawler, spider, bot or other program that simulates human activity to automatically extract any Content (see definition in section 4.1) accessible on or via irp-ppi.ca.
4.1 You acknowledge and agree that your activities and involvement relating to all information, links, emails, postings, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials (“Content”), whether publicly posted or privately transmitted, are your sole responsibility. This means that you, and not irp-ppi.ca, are fully responsible for all Content that you post, transmit or otherwise make available on or via irp-ppi.ca. You represent, warrant and covenant that you have now and that you will continue to have all necessary rights and authority to grant any licences in or to such Content and that such Content will not infringe any proprietary right of any third party, nor will it contain any libellous, defamatory, offensive or scandalous material of any kind.
4.2 The Content included in any alert or other communication from irp-ppi.ca to you is deemed Content available on irp-ppi.ca.
4.4 irp-ppi.ca reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on irp-ppi.ca at any time, without notice and without liability.
4.5 Please maintain back-up copies of any Content that you make available or accessible through irp-ppi.ca. irp-ppi.ca will not provide you with a copy of that Content in any event including, but not limited to, its deletion by irp-ppi.ca or the suspension or termination of your right to access the portion of the irp-ppi.ca site where it was posted. irp-ppi.ca is not responsible for Content that is lost or destroyed on irp-ppi.ca.
4.6 irp-ppi.ca does not control the Content that users, members or third parties post, transmit, or otherwise make available on or via irp-ppi.ca or through any links available on irp-ppi.ca. As such, irp-ppi.ca does not guarantee the accuracy, integrity or quality of such Content. Before using or relying on any Content available on or via irp-ppi.ca please take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk.
4.7 irp-ppi.ca does not pre-screen Content that users, members or third parties post, transmit or otherwise make available on or via irp-ppi.ca, although irp-ppi.ca reserves the right to do so. irp-ppi.ca does not guarantee that any screening that it opts to do will be done to your satisfaction or that any screening will be done at all. You acknowledge and agree that by using irp-ppi.ca, you may be exposed to Content that is offensive or otherwise objectionable to you.
4.8 Without limiting sections 6 and 7 of this Agreement, under no circumstances will irp-ppi.ca be liable in any way for any Content that users, members or third parties post, transmit or otherwise make available on or via irp-ppi.ca, including, but not limited to, for any errors or omissions in any such Content, any misattribution of such Content, or any loss or damage of any kind incurred as a result of the use of such Content. You agree to indemnify and hereby indemnify and save irp-ppi.ca harmless from and against any and all liability, claims, causes of action, suits, demands, judgments, and costs brought by any third parties against irp-ppi.ca as a result of your posting of any Content on the irp-ppi.ca site.
4.9 You agree that you will not use irp-ppi.ca to upload, post, email, otherwise transmit, or post links to any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libellous, invasive of privacy or publicity rights, hateful, or racially offensive, sexually explicit, ethnically offensive, or otherwise objectionable;
- promotes illegal activity including, without limitation, the provision of instructions for illegal activity;
- you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, trade secrets (“Rights”) of any party, or contributing to inducing or facilitating such infringement;
- or is offensive to the spirit and nature of irp-ppi.ca or this Agreement.
4.10 Without first obtaining the written authorization of the owner of any Content made available on or via irp-ppi.ca, you agree not to:
- post such Content on any publicly available web site or otherwise disseminate such Content otherwise than as permitted by law; or
- create derivative works based on such Content or any methodology apparent in it.
4.11 irp-ppi.ca reserves the right to monitor some, all, or no areas of irp-ppi.ca and any electronic messages or other communications made using or over irp-ppi.ca from time to time to verify adherence to this Agreement or any other rules, code of conduct or guidelines posted by irp-ppi.ca or as required by law.
5.1 irp-ppi.ca is provided “as is,” with no warranties or conditions whatsoever.
5.2 irp-ppi.ca expressly disclaims all express, implied, and statutory warranties or conditions, including, without limitation, the warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement of rights and those arising through course of dealing, usage or trade.
5.3 Without limiting sections 5.1 and 5.2, irp-ppi.ca does not warrant that irp-ppi.ca:
- will be available online at all times;
- will operate without errors;
- will be accessible regardless of the hardware or software that you wish to employ to access it;
- is absolutely secure, notwithstanding irp-ppi.ca’s use of commercially reasonable efforts to secure it; or
- is free from viruses or other harmful code, notwithstanding irp-ppi.ca’s use of commercially reasonable efforts to identify and eliminate such code.
5.4 Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on how long an implied warranty may last. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, irp-ppi.ca’s total liability to you in connection with any breach of such a warranty shall be subject to section 6.
Limitation of Liability
6.1 In no event shall irp-ppi.ca, its representatives or suppliers, be liable for any special, incidental, consequential, exemplary or indirect damages resulting from or arising in connection with irp-ppi.ca or this Agreement, including without limitation, loss of revenues, the incapacity or inability to reach any objective, or the loss of data or of computer time use, even if irp-ppi.ca has been advised of the possibility of such damages by you or any other person.
6.2 In no event shall irp-ppi.ca be liable to you or any person on account of your or that person’s use or misuse of and reliance on irp-ppi.ca or the content or other materials accessible on or via irp-ppi.ca.
6.3 In no event shall irp-ppi.ca be liable to you or any person with respect to damages incurred by reason of any services or goods received through or advertised on irp-ppi.ca or received through any links provided in irp-ppi.ca.
6.5 The limitations in section 6.1, 6.2, 6.3 and 6.4 shall apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and shall survive a fundamental breach of this Agreement.
6.6 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, irp-ppi.ca’s total liability to you in connection with any incidental, special or consequential damages shall be subject to the limitations set out in section 6.4.
Intellectual property rights
7.1 Except as expressly provided herein, you are not granted any Rights in or to the Content available on or via irp-ppi.ca. All such Rights remain with irp-ppi.ca (including its representatives and suppliers) and the copyright owners.
7.2 You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of irp-ppi.ca, any IGLOO Software or any software or technology used in connection with irp-ppi.ca.
7.3 All marks that are used throughout the irp-ppi.ca site either belong to irp-ppi.ca, or the respective owners of such marks, and are protected by law. Any use of any of the marks appearing throughout the irp-ppi.ca site without the express written consent or license of irp-ppi.ca or the owner of the mark, as appropriate, is strictly prohibited.
7.4 It is the policy of irp-ppi.ca to investigate and respond to claims of intellectual property infringement.
7.5 Upon receipt of any notice from a copyright owner alleging infringing material posted by you on the irp-ppi.ca site, irp-ppi.ca will forward the notice to you pursuant to the Copyright Modernization Act , advise the copyright owner that irp-ppi.ca has done so, and retain a copy of the notice sent for our file. You agree to take down the allegedly infringing material, in circumstances where it is infringing, and advise irp-ppi.ca of the take down or removal, forthwith thereafter. In circumstances where you are of the opinion that the allegedly infringing material does not infringe and that you are not prepared to take it down or remove it from the site, you agree to notify irp-ppi.ca forthwith about your refusal to do so, and the reasons therefor.
7.6 Notices of claimed infringement should be directed to:
Community Foundations of Canada / Fondations communautaires du Canada
123 Slater St. Suite 600
Ottawa, Ontario K1P 5G4
Please put “Notice of Infringement” in the subject line of all such notifications and include in each such notice a reasonable description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
Indemnity and Release
8.1 You agree to indemnify irp-ppi.ca (its representatives and suppliers) and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from or relating to your use or misuse of the irp-ppi.ca site, or from any person’s use of any account or password you maintain for any areas of irp-ppi.ca, regardless of whether such use is authorized by you, or from any breach of any of the representations, warranties or agreements made by you hereunder. You also hereby agree to release irp-ppi.ca and its representatives and suppliers from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to any disputes on the irp-ppi.ca site. You hereby agree to waive all laws that may limit the efficacy of such releases.
9.1 irp-ppi.ca reserves the right to modify this Agreement from time to time, for any reason. When such changes occur, you will see the word “Updated” next to the link to this Agreement on the introductory page of irp-ppi.ca for a period of at least thirty (30) days. Additionally, the date when this Agreement was last updated will appear near the top of any page within irp-ppi.ca on which this Agreement is displayed. Please review this Agreement from time to time so you will be apprised of any changes. After any change to this Agreement irp-ppi.ca may, but is not obliged to, ask you to actively confirm your consent to the revised Agreement. If irp-ppi.ca does not do so but you continue to use irp-ppi.ca after the changes come into effect, you will be deemed to have agreed to abide by the revised Agreement. If you do not agree with the revised Agreement without qualification, discontinue using the irp-ppi.ca site and, if applicable, instruct irp-ppi.ca to disable any password assigned to you.
9.2 irp-ppi.ca reserves the right, in its sole discretion, to change or modify the irp-ppi.ca site from time to time including but not limited to adding or removing functionality or features or changing its name.
irp-ppi.ca Community Manager
Community Foundations of Canada / Fondations communautaires du Canada
123 Slater St. Suite 600
Ottawa, Ontario K1P 5G4
11.1 Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal personal representatives, successors, and permitted assigns.
Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
No waiver of any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in writing and signed by the party waiving enforcement.
irp-ppi.ca may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under this Agreement, either in whole or in part, without the prior written consent of irp-ppi.ca.
11.2 Independent Contractors. irp-ppi.ca and you are independent contractors and this Agreement does not create any relationship of partnership, joint venture, employment, franchise or agency between irp-ppi.ca and you. Neither irp-ppi.ca nor you will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in this Agreement.
11.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to conflict of laws provisions. You agree to attorn to the sole and exclusive jurisdiction of the courts of the Province of Ontario for the conduct of any legal proceedings under, or related to, this Agreement.
11.4 Term and Termination. This Agreement shall continue in effect for as long as you use irp-ppi.ca, unless specifically terminated earlier by irp-ppi.ca. All provisions of this Agreement that impose obligations continuing in their nature shall survive termination or expiration of this Agreement including but not limited to sections 1.4, 1.5, 2.1, 2.2, 4, 5, 6, 7, 8, 9 and 10. Any notice or other significant communication given to you pursuant to this Agreement shall be in writing, addressed to any email address or address that you provided to irp-ppi.ca when registering and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to irp-ppi.ca pursuant to this Agreement shall be in writing and sent to irp-ppi.ca at the address listed on irp-ppi.ca in the “Contact Us” section of that site by fax or nationally recognized courier. Notices shall be deemed to have been received as follows:
|Delivered||Deemed to Have Been Received|
|On the business day following transmission|
|Fax||On the business day following a confirmed transmission|
|Nationally Recognized Overnight Courier||On the business day following deposit with the courier|
The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.