Terms Of Service
April 5, 2017
Centre for Social Innovation Inc. and our Affiliates (“Company”, “CSI”, “we”, “our”, or “us”) provides the CSI online platform (the “Platform”) and the Soshent online portal (the “Portal”) through which products and services of CSI are provided (the Platform, Portal, and all related CSI products and online services are collectively referred to herein as the “Services”) subject to these terms and conditions of use (these “Terms”).
In these terms we call this web site, any successor web sites (together, the “Site”) and the software we provide the “Platform”. The Platform includes (i) your use of the CSI online services through your CSI user account or related accounts (Soshent or others provided from the “Platform”) to use your User Content (as defined below), and (ii) our online Services, and any software or services provided by third parties through the Platform or sites.
In these Terms users of the Services, whether they are Members, Subscribers, or Staff are called “Users” if they have a registered account on the Platform.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Platform.
2. Registration Data; Account Security
If you register for an account on the Platform, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms as part of the application process for an account or membership (“User Data”); (b) maintain the security of your password; (c) maintain and promptly update the User Data, and any other information you provide to CSIs, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the User Data and any other information you provide to CSIs. You are responsible for all activity on your CSIs account, and for all charges incurred by your CSIs account.
3. Fees; Charges; Taxes
Fees and any other charges for the use of the Platform Services and for any Add-ons are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Platform or the Add-ons, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Ownership, Copyright and Trademarks
In these Terms the content available through the Platform Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Customers or other Users, is called “User Content”. For example, data about its Customers and about its timesheet entries that a Subscriber provides to the Services is User Content of that Subscriber, data about its payments that a Customer provides to the Services is User Content of that Customer, and Content that a User enters into the CSIs forum or enters as a comment on the CSIs blog is User Content of the User.
User Content is that User’s property. CSIs’ only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms.
Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of CSIs or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by CSIs.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the CSIs API or an Add-on, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
5. Your Limited License of Your User Content to CSIs
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Platform and provide the Services, now and in the future. For example, if you leave comments on the CSIs buzz, events, or jobs “posts” on the Platform, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant CSIs and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you issue invoices to Customers or authorize third parties to access your User Content through the CSIs API), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 56 of these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our Limited License of Content to You
CSIs grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by CSIs at any time.
7. No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including Add-ons, payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
CSIs makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply CSIs' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. CSIs accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
In particular, CSIs uses WePay, Inc. (“WePay”) for payment processing for some membership types such as “Community Membership” . In order for you to use WePay's payment processing services, you must register your payment information with them through the Platform. WePay's terms of service (the “WePay Terms”) explain that process, and are available here: https://www.wepay.com/legal/terms-of-service/us and here: https://www.wepay.com/legal/terms-of-service/ca. By accepting these Terms, you agree that you have reviewed the WePay Terms and agree to them. Please note that CSIs is not a party to the WePay Terms and that we have no obligations or liability to you under the WePay Terms or for any services that WePay provides to you. If you have questions regarding WePay or the WePay Terms, please contact WePay at https://www.wepay.com.
8. Warranty Disclaimer
The Site, the Content, the Add-ons and the Services are provided to you on an “as is” basis without warranties from CSIs of any kind, either express or implied. CSIs expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. CSIs does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.
While CSIs attempts to make your access to and use of the Services safe, CSIs does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components.
9. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against CSIs, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content, the Add-ons or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, the Add-ons or the Services. You use the Site, the Content, the Add-ons and the Services at your own risk.
Without limitation of the foregoing, neither CSIs nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, the Add-ons or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, the Add-ons or the Services or other information obtained from CSIs or any other Released Party or accessible via the Site, the Content, the Add-ons or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to CSIs or any other Released Party's records, programs or services.
In no event shall the aggregate liability of CSIs, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content, the Add-ons or the Services exceed any compensation paid by you for access to or use of the Site, the Content, the Add-ons or the Services, as the case may be, during the three months prior to the date of any claim.
You shall defend, indemnify and hold harmless CSIs and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, the Add-ons and the Services, and if you are a Subscriber, from your Customers’ use of the Services and from the use of the Site, the Content, the Add-ons and the Services by any person to whom you give access to your account (including staff or advisors), including any claims made by any person that any of your, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
11. Applicable Law and Venue
The Services are controlled by CSIs and operated by it from its offices in Toronto, Ontario. You and CSIs both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and CSIs explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, the Add-ons or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving CSIs and arising out of or relating to (a) these Terms; (b) the Site, the Content, the Add-ons or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, the Add-ons or the Services; or (d) the relationships that result from these Terms or the Site, the Content, the Add-ons or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against CSIs related to any Claim and, where applicable, you also agree to opt out of any class proceedings against CSIs. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify CSIs and the other Released Parties for your failure to comply with any such laws.
12. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, CSIs reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the CSIs API; (b) block or prevent your future access to and use of all or any portion of the Services or Content (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the CSIs API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
13. Inactive Accounts; Termination of Agreement
If your account is inactive for at least two months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support[at]CSIs.com . If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
You and CSIs may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination) including for any Add-ons you may be using. When your CSIs account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. CSIs may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of CSIs, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and CSIs regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and CSIs regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
15. Questions and Comments
If you have any questions or comments about our Terms of Service, please feel free to email us at email@example.com, or by delivery in person, by courier or by the mail, to us at:
215 Spadina Avenue, Suite 400
Toronto, ON M5T 2C7
or by calling us at 416.979.3939 ext. 1.