1. DEFINITIONS

In these TOS, capitalized terms shall have the meanings set out in this Section 1:

“Claims” means any claim, demand, liability, damage, loss, suit, action, or cause of action and all related costs and expenses, including legal fees and disbursements, if any;

“Content” includes all information made available, displayed or transmitted in connection with the Portal including but not limited to all trade-marks, domain names, contents of any bulletin boards or forums, videos, banner advertisements, a third party posting of text, video or audio files;

“Privacy Policy” means Sola Caritas’ privacy policy applicable to Users, a copy of which is available here [Note to Sola Caritas: Insert hyperlink here];

“Spam” means unsolicited e-mails, including without limitation, commercial advertising and informational announcements;

“Spamming” means sending spam;

“TOS” means these terms of service and the terms and conditions contained herein in respect of use of the Portal, as the same may be amended or replaced from time to time in accordance with the provisions of these terms of service;

“User Content Policy” means Sola Caritas policy for Users in respect of Content and User Generated Content, a copy of which is available here [Note to Sola Caritas: Insert hyperlink here];s

“User Generated Content” means any text, video, audio or any other content You create, contribute, compile, link to, or otherwise generate;

2. INTERPRETATION

The provisions contained in these TOS are intended to be guidelines for You as it relates to acceptable behaviour and conduct in connection with Your use of the Portal. THESE PROVISIONS ARE NOT MEANT TO BE EXHAUSTIVE. In general, any conduct that violates any laws, regulations, or any of the generally accepted norms of the Internet community, whether or not expressly mentioned in these TOS, is prohibited. Sola Caritas reserves the exclusive right, at any and all times, to prohibit any of Your activities, in connection with Your use of the Portal, that in any way damage the commercial reputation and goodwill of Sola Caritas or any of its partners.

Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders.

3. SYSTEM AND NETWORK SECURITY

In connection with Your use of the Portal, You are strictly prohibited from engaging in the following activities:

(a) tampering with accounts of other Users, or committing unauthorized intrusions into any part of the Sola Caritas system or related systems;
(b) using servers, files, accounts, or networks to intrude, without authorization, into any other system or systems;
(c) using accounts not provided or intended for use by You or circumventing security provisions in order to access the Portal;
(d) any network-based attack on local and/or foreign networks, hosts, servers, or any systems or applications, including without limitation, overloading, engaging in “denial of service” attacks, “crashing” or “mail-bombing”, in which case Sola Caritas will promptly notify the appropriate law enforcement authorities of such violation(s); and
(e) utilizing the Portal in any other manner so as to interrupt or interfere with the access to and/or usage of the Portal by another User.

4. E-MAIL

In connection with Your use of the Portal, You are strictly prohibited from engaging in the following activities:

(a) sending commercial e-mail to a recipient if such recipient has requested that You discontinue such communication;
(b) transmitting e-mail, to non-consenting recipients, that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any e-mail that encourages conduct that would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international law;
(c) knowingly transmitting e-mail that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, alter or limit the functionality of any computer software or hardware;
(d) forging e-mail header information in any way; and
(e) Spamming.

Sola Caritas reserves the sole right to block, without notice to You, any e-mail messages to You that, in Sola Caritas’ sole and absolute discretion, are considered Spam.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) You represent and warrant and acknowledge that We are relying on such representations and warranties that:
    (i) You are at least thirteen (13) years old and/or can legally enter into a contract and all registration information that you provided to Us when you registered for an account on the Portal is accurate and correct.
    (ii) You have the right to publish, upload, display or transmit Your User Generated Content and to permit the use and display of Your User Generated Content by Sola Caritas; and
    (iii) the use, reproduction, display or transmission of Your User Generated Content does not and will not violate any laws or rights of any third parties, including, but not limited to, infringement of any copyright,         trademark, trade secret, patent or other proprietary right, libel or defamation, or invasion of privacy rights;
(b) You covenant to keep your registration information that you have provided to Us updated at all times.

6. DISCLAIMER

THE PORTAL PROVIDED BY SOLA CARITAS, IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

SOLA CARITAS MAKES NO REPRESENTATIONS OR WARRANTIES THAT (I) THE PORTAL WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PORTAL WILL BE ACCURATE OR RELIABLE.

SOLA CARITAS IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THE PORTAL OR YOUR INABILITY TO USE THE PORTAL FOR ANY REASON.

7. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SOLA CARITAS, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS OR ADVISORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOLA CARITAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE OR ACCESS THE PORTAL OR ANY CONTENT; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE PORTAL OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHT; OR (III) ANY OTHER MATTERS RELATING TO THE PORTAL OR THE CONTENT.

YOU SPECIFICALLY ACKNOWLEDGE THAT SOLA CARITAS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, SOLA CARITAS SHALL HAVE NO LIABILITY TO YOU FOR ANY CONTENT DOWNLOADED FROM THE SERVICE. YOU AGREE THAT THE AGGREGATE LIABILITY OF SOLA CARITAS, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS OR ADVISORS TO YOU FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING FROM THESE TOS OR FROM THE USE OF THE PORTAL OR THE CONTENT LIMITED TO $CDN100.

(a) You may only use the Portal for lawful purposes.
(b) Transmission, distribution, downloading or storage of any Content or User Generated Content in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trade-mark, trade secret or other intellectual property rights used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
(c) You are prohibited from:
    (i) registering for and/or creating multiple user accounts;
    (ii) using “bots” or other automated method to watch videos on the Portal in a manner that is not humanly possible;
    (iii) knowingly sending message to other Users of the Portal that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any message that encourages conduct that would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international law;
    (iv) signing up for or registering for any job/volunteer opportunity/event for which You do not subsequently fulfill or attend and that may result in damages to Sola Caritas, other users of the Portal, Our partner companies and our partner charities;
    (v) taking on the identity of or impersonating another individual, regardless of whether or not that person is a User on Sola Caritas.
(d) You hereby grant to Sola Caritas a non-exclusive, worldwide, royalty-free, irrevocable and non-terminable right to display, publish, sub-license, transmit and otherwise use any of Your User Generated Content, submitted, transmitted, uploaded or otherwise made available on the Portal, in connection with the Portal and for any reason whatsoever.
(e) Sola Caritas reserves the right, in its sole discretion, to deactivate Your account if portions of these TOS are, in the sole and absolute discretion of Sola Caritas, being violated in any way.
(f) Sola Caritas has no obligation to monitor Content or Your use of the Portal. However You agree that We have the right to monitor and investigate Content and Your use of the Portal from time to time and to disclose any information as necessary to:
    (i) satisfy any law, regulation or other governmental request or to assist in the pursuit of any legal action against you;
    (ii) operate the Portal properly;
    (iii) ensure or enforce compliance with these TOS, the User Content Policy and the Privacy Policy; or
    (iv) protect Sola Caritas or Our other users and partners.
(g) You agree that any User Generated Content that You submit for publication on Sola Caritas managed and/or owned servers will not contain anything leading to an abusive or unethical use of the Portal. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, and any defamatory, harassing and harmful materials or uses. You agree to indemnify, defend and hold harmless Sola Caritas and its officers, directors, shareholders, employees, agents and advisors from and against any Claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees and disbursements), incurred by any of the foregoing parties due to or resulting from Your publication of such materials or Your use of such materials. Sola Caritas, at its sole and absolute discretion, may or may not give notice to You before deactivating the use of any of Your account(s) that are determined to violate these TOS in any way.
(h) Due to the public nature of the Internet, all information should be considered generally accessible to the public and important or private information should be treated carefully. Sola Caritas is not liable for protection or privacy of Your e-mail or Your other information transferred through the Internet or any other network Sola Caritas or its customers may utilize.
(i) Your use of any Content obtained via the Portal is at Your own risk. Sola Caritas specifically denies any responsibility for the accuracy or quality of information obtained through the Portal.
(j) If Sola Caritas cancels Your account(s) for any reason, You agree not to reregister with Sola Caritas without Sola Caritas’ prior written consent. In the event You reregister without Sola Caritas’ prior written consent, Sola Caritas will cancel Your account(s).
(k) Any misrepresentation made by You in respect of any data and/or information supplied by You during the registration process will be grounds for Sola Caritas to terminate Your account.
(l) You agree to indemnify, defend and hold harmless Sola Caritas and its officers, directors, shareholders, employees, agents and advisors, from any and all liability, Claim, loss, judgment, damage, cost or expense (including, without limitation, reasonable legal fees and disbursements) arising out of Your breach or violation of any covenant contained in this policy, or resulting from Your use of the Portal.
(m) You agree to indemnify, defend and hold harmless Sola Caritas and its officers, directors, shareholders, employees, agents and advisors from any and all liability, Claim, loss, judgment, damage, cost or expense (including, without limitation, reasonable legal fees and disbursements) including Claims brought by any third party due to or arising out of: any User Generated Content uploaded, posted, transmitted or otherwise made available on the Portal.
(n) You agree to waive and hold Sola Caritas harmless from any Claims relating to any action taken by Sola Caritas as part of an investigation into a suspected violation of these TOS or as a result of its conclusion that a violation of these TOS has occurred. Therefore, You cannot sue or recover any damages whatsoever from Sola Caritas as a result of Sola Caritas’ decision to remove material from its server, or to suspend or terminate Your account.
(o) Sola Caritas reserves the sole and exclusive right to cancel Your account with Sola Caritas, based on, but not limited to, You engaging in activities that:
    (i) violate the User Content Policy;
    (ii) violate these TOS;
    (iii) violate our Privacy Policy; or
    (iv) We deem, in our sole discretion, to be inappropriate or in violation of the spirit of what We are trying to accomplish by making this Portal available.

(a) Sola Caritas does not routinely monitor Your activity for violation of these TOS. However, We will respond appropriately if We become aware of inappropriate use of the Portal. Although Sola Caritas has no obligation to monitor use of the Portal, Sola Caritas, its partners, suppliers and agents reserve the right to monitor and investigate usage and Content from time to time to operate the Portal; to identify violations of these TOS; and/or to protect the Portal and Our users and partners.
(b) When Sola Caritas becomes aware of any alleged violation of these TOS, Sola Caritas will immediately initiate an investigation. Sola Caritas, may at its own discretion anytime during an investigation, restrict Your access to the Portal in order to prevent any further possible unauthorized activity. Depending on the severity of the violation, Sola Caritas may, at its sole discretion, restrict, suspend, or terminate Your account and/or pursue other legal remedies. If such violation is a criminal offence, Sola Caritas will promptly notify the appropriate law enforcement officials of such violation. You hereby authorize Sola Caritas, its partners, suppliers and agents to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations; and (ii) system administrators at other Internet service providers or other network or computing facilities in order to enforce these TOS. Such cooperation may include Sola Caritas providing the username, IP address or other identifying information about a user.
(c) Notwithstanding any of the above, Sola Caritas reserves the right, in its sole and absolute discretion, to terminate Your access to the Portal, at any time.

(a) Should Sola Caritas become aware of any material posted by You, including User Generated Content, that could be infringing on a third party’s copyright or trademark, Sola Caritas will immediately initiate an investigation. If a claim is received by Sola Caritas from a third party complainant, signed under penalty of perjury, that (i) the material is the property of the complainant; or (ii) the work has been copied and that Your use of the material is not permitted or otherwise defensible, Sola Caritas at its sole discretion, may, at anytime, restrict Your access to the challenged material and may promptly remove any such material from the Portal without any liability to You.
(b) Sola Caritas will notify You of the copyright or trademark infringement allegation and will allow You to respond to the allegation(s)

11. CONTENT

The Portal may be used for lawful purposes only. Your transmission, storage, or presentation of any Content and User Generated Content in violation of any and all applicable federal, provincial and municipal laws is prohibited. This includes, but is not limited to: copyrighted material, material judged to be defamatory, threatening or obscene, or material protected by trade secret and other statute. You agree to indemnify and hold Sola Caritas and its officers, directors, shareholders, employees, agents and advisors from and against any Claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees and disbursements) resulting from the use of the Portal which damages You or any other party. You also agree to abide, at all times, with the User Content Policy.

12. REPORTING ABUSE OF THIS POLICY

Any party seeking to report any violations of this policy may send an e-mail to: report@solacaritas.com.

13. APPLICABLE LAW

You agree that all matters relating to the use of the Portal and the Content shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. You also agree that any action at law or in equity arising out of or relating to these TOS or Your use of the Portal will be filed only in a court located in Toronto, Ontario, Canada and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action.

14. ENTIRE AGREEMENT

These TOS constitute the entire agreement between You and Sola Caritas relating to the subject matter hereof and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and these TOS may not be amended or modified except in writing or by making such amendments or modifications available on the Portal.

15. NO AGENCY; THIRD-PARTY BENEFICIARY

Sola Caritas is not Your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these TOS is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these TOS. These TOS and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Sola Caritas and You.

16. ASSIGNMENT

You may not assign, convey, subcontract or delegate any of Your rights, duties or obligations hereunder.

17. SEVERABILITY

If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.

18. LIMITATION

You agree that regardless of any statute or law to the contrary, any Claim arising out of or related to use of the Portal or these TOS must be filed within 6 months after such claim or cause of action arose or be forever barred.

19. NO WAIVER

Sola Caritas will not be considered to have waived any of its rights or remedies described in these TOS unless the waiver is in writing and signed by Sola Caritas. No delay or omission by Sola Caritas in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Sola Caritas’ failure to enforce the strict performance of any provision of the terms and conditions herein will not constitute a waiver of Sola Caritas’ right to subsequently enforce such provision or any other provisions of these TOS.

20. HEADINGS

The headings used in these TOS are included for convenience only and have no legal or contractual effect.