Terms of Use

Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern Innovate Kingston’s relationship with you in relation to this website.

The breakoutproject.com (the “Site“) is owned and operated by Innovate Kingston (“IK”, “we” or “us”), a not-for-profit corporation incorporated pursuant to the law of Canada.

The Site provides a platform for groups of people (each a “Team” and collectively “Teams”) to develop, promote and seek funding for world-changing projects (each a “Project” and collectively, “Projects”) and for other users to access, follow, support and interact with the Teams.

Acceptance of Terms

By accessing or using the Site or any of the software, applications, tools and services provided to you on, from, or through the Site (collectively, the “Service“) you agree to these Terms of Use (the “Terms of Use“) and our privacy policy (“Privacy Policy”), which is incorporated by reference into these Terms of Use. If you do not agree to these Terms of Use or the Privacy Policy, please do not access or use the Service.

You must be 18 years of age or older (or possess legal parental or guardian consent) to access and use the Service. The Service is not intended for children so, if you are under 13 years of age, then please do not use the Service.

These Terms of Use apply to all users of the Service, including users who are contributors of Content (as defined below) on the Service. When used in these Terms of Use, the term “Content” means text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service.

Registration

In order to access some features of the Service, you will have to create an account (your “Account”). When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. If you suspect any unauthorized use of your Account, you must notify us immediately.

Although we will not be liable for any losses that you may incur as a result of any unauthorized use of your Account, you may be liable to us for our losses or others due to such unauthorized use.

Applications for registration as a Team will be accepted or rejected by us at our sole and absolute discretion.

Prohibited Conduct

In accessing and using the Services, you agree that you will not do any of the following:

  • violate these Terms of Use, the Privacy Policy or any laws;
  • provide any false or misleading information to us or any other users of the Service;
  • infringe any rights (including but not limited to intellectual property rights) of any third party;
  • distribute spam;
  • distribute viruses or any other technologies that may harm the Service or the interests or property of IK or other users of the Service;
  • interfere with the proper working of the Site (including interference with or by-passing security features);
  • copy, modify, or distribute any other person’s Content; or
  • use any robot, spider, scraper or other automated means to access the Site and collect information and Content (including email addresses) for any purpose without our express written permission.

If we suspect or otherwise have ground to believe that you are not complying with these Terms of Use, the Privacy Policy or any other policies or terms that we may implement with respect to the Service from time to time, we may, at our sole discretion and without limiting any other remedies available to us, terminate or suspend your Account or remove, edit or delete your Content, in either case with or without notice to you. We also reserve the right to refuse or terminate all or part of the Service to anyone for any reason at our discretion.

Use of Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

The Content on the Service, and the trademarks, service marks and logos (“Marks“) on the Service, are owned by or licensed to us, subject to copyright and other intellectual property rights under the law.

Content is provided to you on an “as is” basis. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Use. You shall not download any Content unless you see a link provided by us indicating that the Content is available for download. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without our prior written consent or the respective licensors of the Content. We, and our licensors, reserve all rights not expressly granted in and to the Service and the Content.

You understand that when using the Service, you will be exposed to Content from a variety of sources, and that we are not responsible for the accuracy, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us and our officers, directors, employees, contractors and agents (collectively, the “IK Group”) with respect to such Content, and, to the extent permitted by applicable law, agree to indemnify and hold harmless the IK Group to the fullest extent allowed by law regarding all matters related to your use of the Service.

The Service may contain links to third party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or any transactions between you and any third party. In addition, we will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly release us from any and all liability arising from your use of any third-party website.

We do not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed by a user, and we expressly disclaims any and all liability in connection with Content.

Your Content

As the holder of an Account you may submit Content to the Service.

You will retain all ownership rights in your Content but agree that, by submitting Content to us or the Service, you are granting to us a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and all other activities of IK (including without limitation for promoting live conferences or events produced by us) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Use.

You will be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service and, in particular, you understand that we do not guarantee any confidentiality with respect to any Content you submit.

You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit.

Teams

Each Team shall designate a team leader (“Team Leader”) who will be the authorized agent for each member of the Team in respect of all matters relating to the Service and these Terms of Use. We will be entitled to rely upon all decisions, communications, assurances and commitments made by the Team Leader on behalf of the Team and all such decisions, communications, assurances and commitments shall be binding upon the Team.

In addition to the terms and conditions in these Terms of Use that are generally applicable to users of the Service, each Team (and each team Member) acknowledges and agree that:

  • it will not use the Service to offer any shares, equity, debt instruments, or other securities in any corporation or entity to any person, whether in consideration for that person providing a Contribution (as defined below) to the Project or otherwise;
  • all information that it provides through the Service or in connection with a Project is accurate, complete, and is not otherwise designed to mislead, defraud, or deceive any user or Contributor (as defined below);
  • all Contributions (as defined below) will be used solely as described by the Team through the Service;
  • it will comply with all applicable laws and regulations when it solicits funds, including but not limited to securities laws;
  • to the extent a Team shares with IK any personal data of any third party for any purpose, including the names, email addresses and phone numbers of personal contacts, the Team has the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allows IK to use such personal data for the purposes for which you shared it with us;
  • the Team authorizes IK, and IK reserves the right to, provide information relating to your Project to Contributors, and to law enforcement and other governmental authorities or agencies to assist in any investigation relating to the Project, the Team, the Service or any Contribution; and
  • IK has provided no guarantee, representation or warranty (and expressly disclaims any such guarantees, representation and warranties) that the Team or any Team member will receive a certain amount of Contributions or any Contributions at all.

Funding and Financial Matters

Users of the Service may have the ability to donate products, services, cash or other benefits (collectively, a “Contribution”) to a Team in support of a Project.

In addition to all other terms and conditions of these Terms of Use, each Team and each person or entity providing the Contribution (the “Contributor”), acknowledges and agrees as follows:

  • With respect to Contributions, the Service is an administrative platform only (to facilitate Contributions between Contributors and Teams) and IK is not a party to any agreement between a Team and the Contributor
  • All non-cash Contributions will be pledged to the Team through the Service and it will be the responsibility of the Team and the Contributor to monitor and administer the Contribution and to notify us when it has been fulfilled;
  • All cash Contributions will be processed by IK through the Service, or through our payment processing partners, and will subject to the then applicable administration fees listed on our Standard Fees Page at the time the cash Contribution is processed;
  • To manage processing and administration fees, we reserve the right from time to time to hold cash contributions in respect of a Project until they reach a certain aggregate amount or to pay amounts to the Team on a periodic basis;
  • IK is not a broker, agent, financial institution, creditor or insurer for any Team, Contributor or user of the Service;
  • IK has no control over the conduct of, or any information provided by a Team and disclaims all liability in this regard to the fullest extent permitted by applicable law;
  • Although the Projects are intended to be focussed on a social good, the Project and the Teams are not charities to which you can make tax-deductible charitable contributions and you acknowledge that Contributions are not deductible under your jurisdiction’s applicable tax laws and regulations;
  • IK does not personally endorse any Teams or Projects and we make no guarantee, explicit or implied, that any information or Content provided through the Service by a Team or user is accurate;
  • IK cannot guarantee (and has no obligation to verify) that the Contribution will be, or has been, used in accordance with the Project description or any representations made by a Team on or through the Service;
  • IK expressly disclaims any liability or responsibility for the success of any Team, or the outcome of any Project and the Contributor must make the final determination as to the value and appropriateness of making a Contribution;
  • It is the responsibility of the Team and the Contributor to determine what, if any, taxes apply to a Contribution and the Team is solely responsible for assessing, collecting, reporting and remitting the correct tax, if any, to the appropriate tax authority; and
  • IK does not offer or facilitate refunds of any Contributions.

Contributors may be required to register for the Service in order to access and use certain features of the Service. If a Contributor chooses to register for the Service, the Contributor agrees to provide and maintain true, accurate, current and complete information about the Contributor as prompted by the registration form for the Service.

Warranty Disclaimer and Limitation of Liability

You agree that the Service is provided on an “as is” and “as available” basis and your use of the Service shall be at your sole risk.

To the fullest extent permitted by law, IK and each of the IK Group disclaim all warranties, express or implied, in connection with the Service. IK makes no warranties or representations about the accuracy or completeness of the Content provided on or through the Service or the content of any sites linked to the Service and assumes no liability or responsibility for any of the following:

  • errors, mistakes, or inaccuracies of content;
  • personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service;
  • any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored on our servers;
  • any interruption or cessation of transmission to or from the Service;
  • any bugs, viruses, trojan horses, harmful code or the like which may be transmitted to or through the Service by any third party; and/or
  • any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available by, through or in connection with the Service.

and in no event shall IK, or the IK Group, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages that you may suffer or incur whatsoever resulting from or arising in connection with any of the foregoing. This limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You specifically acknowledge that the IK Group shall not be liable for Content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

The Service is controlled and offered by us from our facilities in the Canada. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

If we are found to be liable to you or any third party (notwithstanding the disclaimers and limitation of liability in these Terms of Use), our liability to you or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to the greater of (a) the total of any fees that you paid to us in the 12 month period immediately prior to the action giving rise to liability, and (b) 100 Canadian Dollars.

Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless IK and the IK Group from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms of Use; (c) your violation of any third party right, including without limitation any privacy right, copyright or property right; or (d) any claim that your Content caused damage to a third party. The defense and indemnification obligations in this paragraph will survive these Terms of Use and your use of the Service.

Personal Information

By using the Service, you agree to the collection, transfer, storage and use of your personal information by us as further described in our privacy policy.

Disputes between Users

You agree that you are solely responsible for your interactions with any other user in connection with the Service and we will have no liability or responsibility with respect to any disagreement, conflict or dispute between you and any another user, Team or Contributor. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Use, and any rights and licenses granted in these Terms of Use, may not be transferred or assigned by you, but may be assigned by us without restriction.

The Service and Terms of Use shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Kingston, Ontario, Canada.

These Terms of Use, together with the Privacy Policy and any other legal notices published by us on the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. We reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

Except for notices relating to illegal or infringing content, your notices to us must be sent by registered mail to:

Innovate Kingston
623 King Street West
Kingston, Ontario
K7M 2E7

Re: Website Inquiries

We will send notices to you through the Service, using the email address affiliated with your Account, or by registered mail. Notices sent by registered mail will be deemed received five (5) days following the date of mailing.

 

4819-7735-6359, v. 6

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