Last reviewed: November 18, 2024
Terms of Service
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THIS “AGREEMENT”) CAREFULLY.
This Agreement is a legally binding agreement between you (“You” or “you”) and Launch57 Inc. (“Licensor”) and contains important terms and conditions relating to matters such as proprietary rights, indemnities, and liability.
In order to use the Software (defined below), you must accept this Agreement. By using the Software, you acknowledge having read, understood and agreed to all of the terms, conditions, obligations and limitations of this Agreement, and you agree that it governs your use of the Software.
If you are not willing to be bound by each and every term or condition, you must not use the Software and you must decline this Agreement.
BACKGROUND:
A. The Licensor owns an integrated suite of community management, fundraising and engagement tools, collectively known as the “Software.” This suite includes:
CommuniBee: A comprehensive community management platform designed to streamline operations for organizations. It offers a cloud-based solution for efficiently managing and promoting programs, e-commerce, services, events, and fundraising activities. For the latest details on pricing and features, please see www.communibee.ca.
Bid Beacon: An innovative online digital auction platform that provides a user-friendly interface for hosting and participating in auctions, enhancing the fundraising experience with its digital efficiency. For the latest details on pricing and features, please see www.bidbeacon.com.
Raffle Rocket: A dedicated online platform for digital raffles, offering a seamless and secure way to organize and conduct raffle events. For the latest details on pricing and features, please see www.raffle-rocket.com.
Each component of the Software suite is uniquely tailored to enhance community engagement, fundraising and operational efficiency, providing a holistic solution for modern organizational needs. This Agreement covers the use of ALL or any component of the CommuniBee family of products, collectively known as the “Software.”
B. You wish to obtain a license to use the Software, including for the use of your authorized end users, and Licensor wishes to allow you and your end users to use the Software, in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual rights, obligations and premises hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:
1. License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to you and your End Users (as defined in Section 4) a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the term of this Agreement (the “License”) to use the Software.
2. Changes. Licensor reserves the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement with the changes. If the modified terms are not acceptable to you, your only recourse is to cease using the Software.
3. No Sale. You acknowledge and agree that nothing in this Agreement constitutes a sale of the Software to you, and further that this Agreement does not convey to you, any End User or any other third party, any ownership right, interest or title in or to the Software, or to any Intellectual Property Rights therein, other than those expressly set out in this Agreement. In this Agreement, “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.
4. End User’s Access to Software. Your authorized end users of the Software (the “End Users”) will be able to access and use the Software by using the website address provided by you. You and your End Users are responsible for complying with the terms and conditions.
5. Fees, Subscription Fees, Payment, Stripe and Taxes
(a) Under the CommuniBee Suite, several subscription options are available to you providing different features and pricing. We also offer a non-subscription option called ‘Starter’. The non-subscription option requires no subscription fees to be paid either up-front, monthly or annually. You will only be charged a platform fee for e-commerce transactions, including but not limited to, auction proceeds, raffle proceeds, membership fees, marketplace, ticket sales, and donation transactions, at the percentage commission posted on the CommuniBee.ca, Bid Beacon.com, and Raffle-Rocket.com websites.
(b) Each subscription tier has a specific platform fee and provides the benefits as listed on the CommuniBee.ca website. Subscription fees will be charged based upon the tier selected and to a frequency of either monthly or annually.
(c) You can cancel your subscription at any time by visiting the Subscription section of Software. Your current subscription will remain active until the end of your current billing period.
(d) Subscription fees, tier levels, and features offered within each tier can change at any time. Unless otherwise indicated, any price changes are effective at the beginning of the next subscription period. If you do not agree with the subscription change, you may cancel your subscription.
(e) In addition to fees charged by the Licensor, there are third-party payment provider fees that are charged for use of their e-commerce platform. Details of these fees and terms are posted on the CommuniBee.ca website.
(f) If you purchase a subscription, your subscription will automatically continue and you authorize us (without further notice, unless required by applicable law) to collect the then-applicable periodic subscription fee including any taxes, using any payment method we have on file for you.
(g) UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE A CHARGE, YOU UNDERSTAND THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE PERIODIC SUBSCRIPTION FEE INCLUDING ANY TAXES, USING ANY PAYMENT METHOD WE HAVE ON FILE FOR YOU.
(h) Payment processing is handled through Stripe Inc. (“Stripe”). If all payment methods we have on file for you are declined for payment of your subscription fee, your subscription for that Tier will be cancelled unless you provide us with a new payment method. If your subscription is cancelled, your account will be updated to the non-subscription tier and allow continued usage of the platform at the corresponding fees for that tier. If you provide a new payment method and are successfully charged, your new subscription period will commence as of the successful billing date. Stripe will keep your subscription active for a limited period called a ‘grace period’, currently set at 5 days or 4 attempts, that you can simply reactivate by entering a valid credit card and your previously selected tier will be re-activated. If you are within the grace period and you provide a new payment method and are successfully charged, your previous subscription tier will re-enable as of the successful billing date. In the event your subscription is no longer active in Stripe, i.e., you are outside of the grace period, you must re-select a paid subscription tier in CommuniBee suite to receive the benefits of the subscription selected. The lower platform fee will now apply to any purchases made from this point forward.
(i) You agree that the Licensor can collect applicable Federal, State and Provincial taxes at point of sale according to the jurisdictional laws where the Software License is purchased.
(j) All fees applied while using the Software are non-refundable except as required by Applicable Laws.
(k) In the event you elect to use Bid Beacon or Raffle Rocket directly without involving the CommuniBee Suite, pricing and features as listed on their respective site will apply.
Use of Stripe
(l) For any e-commerce transaction (e.g., auction, raffle or marketplace) that uses Stripe as a payment processor, You acknowledge and agree to abide by Stripe’s Services Agreement – Prohibited and Restricted Businesses. No items shall be added to an auction, raffle or marketplace that falls under the list of prohibited and restricted businesses. If one or more prohibited items are added to an auction, raffle or marketplace, Stripe may restrict and close your Stripe account.
(m) Payment processing is handled through Stripe Inc. (“Stripe”). Onboarding your Stripe Connect account requires collecting certain information for each account (which Stripe verifies). As part of the Know Your Customer (KYC) obligations, Stripe is required to verify the information provided during onboarding. If Stripe is unable to verify the account information, they will request additional information from you. You agree to provide Stripe banking information and any other information requested in order to complete your application. IMPORTANT NOTE: Stripe may restrict or not approve your application if they do not receive the information they require and you agree it is your responsibility to provide this information promptly. You acknowledge and agree that Stripe has processing fees that will apply, and that you agree to allow Stripe to collect applicable fees. The Licensor is not responsible for the performance of Stripe and Stripe’s requirements for approving your application to use the Software.
(n) Licensor is not responsible for charges or foreign exchange rates applied by Stripe, your credit card company and/or financial institution. You further acknowledge and agree that Licensor is not responsible for the performance of Stripe or any other third-party services relating to any of your purchases made through our Software or services.
6. Software License, Hosting and Support. In consideration of your tier option selected, Licensor provides the following:
- Software license
- Defect resolution
- Database maintenance
- Access to Software enhancements
- App related support questions
- Cloud hosting and storage
7. Acceptable Use. In using the Software, you will
(a) be responsible for your and your End Users’ compliance with this Agreement,
(b) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Licensor promptly of any such unauthorized access or use,
(c) use the Software only in accordance with all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental agencies (collectively, “Applicable Laws”), and
(d) The licensee shall not use the software in any manner that is illegal, unethical, or in any way that is not expressly authorized by the licensor and will immediately notify Licensor any time you become aware of any violation, by any person, of this Agreement and provide Licensor with assistance, as requested, to stop or remedy such violation.
(e) Licensor’s Rights of Enforcement: The licensor reserves the right, but not the obligation, to monitor use of the software to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. Notwithstanding these rights, the licensee remains solely responsible for the content of the materials they upload or submit when using the software. The licensor shall have the right, but not the obligation, to investigate any improper or illegal use of the software. The licensor reserves the right, at its sole discretion, to take any action it deems necessary, including but not limited to terminating this agreement, suspending or terminating your account, or seeking legal remedies, should it determine that the software is being used improperly or in a manner not in accordance with the terms of this agreement or applicable law.
The licensor reserves the right to modify these usage policies at any time, and such modifications shall be effective immediately upon posting of the modified policies. You agree to review these Terms of Use periodically to be aware of such modifications and your continued access or use of the software shall be deemed your conclusive acceptance of the modified agreement.
8. Prohibitions. In using the Software, you will not, and you will also not permit any End User or other person to, directly or indirectly,
(a) make the Software available to anyone, or permit anyone to access the Software, other than End Users licensed hereunder, and, unless otherwise expressly permitted by written agreement with Licensor, you will not license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Software in any way except as expressly set out in this Agreement,
(b) use the Software in any manner or for any purpose (i) not permitted by the License, (ii) that contravenes, facilitates the violation of, or violates any, Applicable Law, or (iii) that extracts, gathers, collects, or store personal information about individuals without their express consent or that involves data mining, robots or similar data gathering or extraction methods on others’ data without their express consent,
(c) use the Software to post, upload, reproduce, distribute or otherwise transmit (i) unauthorized or unsolicited commercial e-mail, junk or bulk e-mail, chain letters or other “spam” or any other duplicative or unsolicited messages, surveys, contests or pyramid schemes, (ii) any “Malicious Code”, being viruses, cancelbots, worms, time bombs, Trojan horses and other harmful, disruptive, surreptitious or malicious components, code, files, scripts, agents or programs, (iii) defamatory, infringing, indecent or unlawful software, materials or information, (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully-required access controls, (v) software, materials or information where such activity gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of Licensor or any third party; such violations including copyright infringement, invasion of privacy, trademark infringement and defamation, or (vi) software, materials or information where such activity constitutes a criminal offence, or otherwise engage in or assist others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography,
(d) alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Software or any part thereof, nor create derivative works based on the Software or works containing a substantial part of the Software,
(e) make or install copies of the Software in excess of the maximum number permitted hereunder,
(f) disable or circumvent any access control or related process or procedure established with respect to the Software, or remove any copyright or other proprietary notices or labels on or in the Software or any part thereof,
(g) remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Software or any part, copy or report generated therefrom or thereof,
(h) scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems,
(i) access the Software in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Software, or
(j) forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Software.
9. Termination.
This Agreement, and the License granted under this Agreement, may be terminated or suspended by Licensor immediately and without notice if you fail to comply with any terms of this Agreement. The Licensee may terminate this Agreement at any time. Upon termination, you and your End Users must immediately cease using the Software. Any termination of this Agreement shall not affect Licensor’s rights hereunder.
10. Proprietary Rights.
(a) Software and Related Content—All right, title and interest (including all Intellectual Property Rights) in and to the Software (and any documentation, content or other materials provided through it or with it) is and will at all times be fully vested in Licensor and its third party licensors and sponsors of sponsored ads that appear on the mobile app, except as otherwise expressly set out in this Agreement.
(b) Customer Feedback—From time to time during the term of this Agreement, you or your End Users may provide Licensor with comments, suggestions, ideas and impressions of the Software, its functionality or its design (collectively, “Feedback”). You acknowledge and agree that, by disclosing such Feedback to Licensor, you will be deemed to have assigned same to Licensor and waived any moral rights in or to same, and you will require your End Users to do the same. You acknowledge and agree that the opportunity to use the Software is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Software.
(c) Your Data—Licensor does not claim ownership of, and assumes no responsibility with respect to, any information, materials, data entered or inputted into the Software by or on behalf of you or your End Users (collectively, “Your Data”). All right, title and interest (including Intellectual Property Rights) in and to Your Data will at all times be fully vested in you. You hereby grant to Licensor a personal, non-exclusive and non-transferable license during the term of this Agreement to use Your Data for performing data analytics on a non-personally identifiable basis.
(d) Data Deletion – If you do not wish to use this Service, you are able to delete your account, removing all personal information from our database. This includes information such as: display name, first name, last name, email address, and phone number. Account deletion can be done by opening the Service, navigating to the Profile screen, clicking the Advanced tab, and then selecting Delete Account. This is a non-reversible action.
(e) Privacy—you acknowledge and agree that Your Data may contain personal information protected by Applicable Laws, and, in connection therewith,
(f) you (and Licensor, to the extent that any of Your Data is provided to Licensor) will adhere to all Applicable Laws with respect to the collection, use or disclosure of such personal information as it is contained in Your Data, and
(g) you acknowledge and agree that your use of the Software, and that of your End Users, may utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of Canada or the United States.
11. No Warranties.
The Software is provided on an “as-is” and “as-available” basis, and the conditions, representations and warranties expressly set out herein are in lieu of, and Licensor expressly disclaims, all conditions, warranties and representations, express, implied or statutory, including implied conditions, warranties or representations in respect of quality, conduct, performance, reliability, availability, merchantability or fitness for a particular purpose, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever, to the maximum extent permitted by Applicable Law.
12. Liability.
(a) Exclusion and Limit of Liability
(i) Indirect and Consequential Damages:
The Licensor shall not be liable to the Licensee for any indirect, incidental, special, or consequential claims of any kind, regardless of the cause of action (whether in contract, tort, including negligence, or otherwise). This exclusion includes, but is not limited to, claims arising from loss of production, data corruption, loss of profits or contracts, loss of business, loss of management or operational time, and loss of goodwill or anticipated savings, even if the Licensor has been advised of, or could reasonably foresee, the possibility of such claims.
(ii) Limitation on Direct Damages:
The Licensor’s aggregate liability for direct damages arising under this Agreement shall be limited to the total amount of fees paid by the Licensee to the Licensor in the one (1) month immediately preceding the date of the claim. For the purposes of this clause, a “Claim” includes any and all liabilities, actions, proceedings, claims, demands, losses, damages, and costs, including reasonable legal fees and expenses on a solicitor-and-client basis.
(iii) Exclusion of Liability for Transactions:
The Licensor shall not be liable to the Licensee or any End Users for the quality, safety, legality, accuracy, or delivery of any items sold, awarded, or otherwise transacted through the Licensor’s software platforms. All transactions, communications, and agreements regarding items sold or won are strictly between the Licensee (as seller) and the End User (as purchaser). The Licensor disclaims any and all liability for any claims, disputes, or damages arising from non-receipt, damaged goods, misrepresentation of items, or any other related issue. The Licensee and its End Users acknowledge that all transactions conducted through the platform are undertaken at their own risk.
13. General Limitations. You acknowledge and agree that you and your End Users’ use of the Software will utilize, in whole or in part, third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in any jurisdiction, and Licensor cannot guarantee any minimum level regarding actual performance, speed, reliability, availability, use or consistency based on factors depending on the Internet.
14. General.
(a) Assignments, etc.—This Agreement, and any rights and licenses granted hereunder (including the License) may not be assigned by you without the prior written approval of Licensor but may be assigned without your consent by Licensor to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of its assets, (iii) a successor by merger or amalgamation. Any purported assignment in violation of this section shall be void.
(b) Entire Agreement—This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between you and Licensor. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this Agreement.
(c) Non-Waiver—None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Licensor, and such waiver may only be effected by an instrument in writing signed by an authorized officer of Licensor. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.
(d) Notices—Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this Agreement must be in writing.
(e) Jurisdiction and Governing Law. If you are a resident of Canada or any other country, this Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.
(f) Severability— If any of the provisions of this Agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as to be limited and enforced to the fullest extent possible.
