1. Overview

1.1 Who We Are

Wish and Give, Incorporated (hereinafter “Wish and Give”) operates a ticketing and invitation platform dedicated to donating to local causes across Canada. Through the Wish and Give platform, Wish and Give enables people across Canada to create invitations, sell tickets and register for events while donating to local causes (collectively the “Services”).

Wish and Give is an Ontario corporation with its principal place of business at 4000 Dundas Street West, PO Box 27, Toronto, Ontario, M6S 2T7, Canada.

If you have any questions or concerns at any time, please do not hesitate to contact us at info@wishgive.ca.

1.2 The Services

Wish and Give provides the Services through websites and domains, including www.wishandgive.ca, www.wishandgive.com, wishandgiveparty.ca, wishandgiveparty.com, and all of the associated webpages, subdomains, country level domain variants and subparts of those websites (collectively, the “Website”).

1.3 Terms of Service Agreement

The following pages contain our Terms of Service Agreement (“Terms of Service”). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service, which may be changed from time to time at any time. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:

• our Privacy Policy available at here; and • additional terms and conditions that are displayed along with additional Services that you may use or purchase from time to time.

2. Users

2.1 User Information and Use of the Website

Through the Services, Wish and Give allows for registered users, including event organizers, planners and charitable organizations (“Hosts”) to create an invitation, event registration, donation page and other webpages related to their invitation or events, to promote those pages and events to visitors or browsers on the Services and to sell or issue tickets and registrations and solicit donations related to those invitations and events to users who wish to make purchases, registrations or donations from or to such invitations and events (including to free events) (“Guests”). We refer to Hosts, Guests and other visitors and browsers of the Services collectively as “Users” or “you.”

You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Website. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Website.

You agree that you shall not use the Website to engage in any conduct that shall constitute a violation of any law or that infringes the rights of Wish and Give or any third party.

You agree that you shall not use the Website to seek to gain access to any portions of the Website you are not authorized to access, nor to impersonate or falsely state or otherwise misrepresent your affiliation with any person or entity including but not limited to Wish and Give. You shall not manipulate identifiers in order to create the impression that another person posted the materials nor shall you use the Website to either directly or indirectly interfere with, disrupt or damage the Website, the server(s) on which it is hosted, the networks connected to it or any other User’s access to the Website. You shall not collect or store personally identifying information about other Users of the Website for any purposes unrelated to the Website or that are illegal or unlawful.

Wish and Give (or third parties acting on its behalf) may collect information related to your use of the Website. Third-party platforms through which you access the Website may collect information related to your use of such third-party platforms and make such information available to Wish and Give subject to your agreement with the applicable third-party platform. Wish and Give’s collection and use of all such information shall at all times conform to these Terms of Service, the Wish and Give Privacy Policy, and applicable law.

By connecting to Wish and Give through a third-party platform or service, you give Wish and Give permission to access and use your information from that service as permitted by that service.

Wish and Give will use and protect your personal information, such as your name and address, in accordance with the Wish and Give Privacy Policy, the contents of which are incorporated by reference into these Terms of Service.

3. Your Acceptance

3.1 Binding Agreement

You agree to these Terms of Service and you enter into a binding contract with Wish and Give by accessing the Website and by using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of another entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services. By using the Website, you agree without limitation or qualification, to comply with any guidelines, rules or codes of conduct provided by Wish and Give on the Website.

By accepting THESE TERMS OF USE AND ACCESSING THE WEBSITE, you warrant that you have the capacity to enter into a legal agreement in the province, state or territory or country in which you reside and that you have the the full right, power and authority to be bound by the terms described herein on your behalf, or on the behalf of a company you represent, and to fully perform the obligations under these Terms of Service.

3.2 Modifications

Wish and Give may change these Terms of Service from time to time at Wish and Give’s sole discretion. Your continued access to or use of the Website constitutes your acceptance of such changes. Your access to and use of the Website will be subject to the current version of the Terms of Service posted on the Website at the time of such use. The most recent version of the Terms of Service is located on the home page of www.wishandgive.com. Breach of any of these terms will entitle Wish and Give to revoke your permission to access or use the Website.

Wish and Give may modify, replace, or discontinue the Website or any part thereof at any time, for any reason, with or without notice to you, in Wish and Give’s sole discretion. This includes Wish and Give modifying, adding to, stopping, or otherwise altering or substituting features, functions or services provided on the Website with equivalent or otherwise comparable features, functions or services.

4. Term and Termination

4.1 Term

These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.

4.2 Termination by Wish and Give; Termination by You

Wish and Give may terminate your right to use the Website or the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Wish and Give to legal liability. Wish and Give may block, restrict, disable, suspend or terminate your access to all or part of the Website at any time in Wish and Give’s discretion, without prior notice or liability to you. Any conduct by you that, in Wish and Give’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Website is strictly prohibited and may result in the termination of your access to the Website without further notice. Further, you agree that Wish and Give shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services. Wish and Give reserves the right to determine whether use of the Website violates these Terms for any reason. You may terminate your agreement with these Terms of Service at any time by instructing Wish and Give in writing to disable any password assigned to you for the website and by discontinuing all use of the Site.

4.3 Survival of Terms

All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licences).

5. PAYMENT TERMS

5.1 For Invitations

The payment the Guest makes after receiving an email invitation to a party is in lieu of individual gifts. The Guest will be asked to contribute to the group gift in one box and make a donation to the Host’s charity or non-profit of choice in the second box. The group gift and donation amounts are at the discretion of the invited Guest. If allowed by the Host then the Guest can choose to donate to a different charity or non-profit of their choice. Payment is made via the Guest’s credit card via PayPal or Moneris.

5.2 For Ticketed Events

The payment the Guest makes after registering to attend a ticketed event is applied as a contribution to the Host’s charity or non-profit of choice and as payment for the cost of the event ticket. The event ticket price is at the discretion of the Host, including free events. Payment is made via the Guest’s credit card via PayPal or Moneris.

5.3 Refund Policy

Whether an order for event tickets is refundable is determined by the organizer of the event; the Guest should review the refund policy of the event for which tickets are purchased.

If an error or incorrect payment has occurred please contact Wish and Give (info@wishandgive.ca) and we will refund as appropriate. Administration fees will not be refunded.

5.4 Delivery

For Invitations - At the close of the party, the amount of money contributed to the Host for the group gift will be delivered to the Host, minus the administration fees of 5.5% and 0.99 cents per transaction. The amount of funds raised for the charity or non-profit will be delivered to said charity or non-profit (either chosen by Host and/or Guest) minus the administration fees of 5.5% and 0.99 cents per transaction. Wish and Give applies a charity/non-profit fundraising fee to all donations.

For Ticketed Events – At the close of the event, the amount of money contributed to the Host for the event ticket will be delivered to the Host, minus the administration fees of 5.5% and 0.99 cents per transaction. The amount of funds raised for the charity or non-profit will be delivered to said charity or non-profit (either chosen by Host and/or Guest) minus the administration fees of 5.5% and 0.99 cents per transaction. Wish and Give applies a charity/non-profit fundraising fee to all donations.

5.5 Tax Receipting

No tax receipts will be issued.

5.6 Customer Service

Please contact us at info@wishandgive.ca for any inquiries.

6. LEGAL TERMS

6.1 Indemnification

You agree to indemnify and hold harmless Wish and Give, its Contributors, its parents, subsidiaries, successors, assigns, and all employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or in any way related to (i) your access to or use of the Website (ii) your breach of any of these Terms, or (ii) your use of the Services.

6.2 Disclaimer of Warranties

NO WARRANTY NOT OTHERWISE EXPRESSLY CONTAINED OR SET FORTH IN THESE TERMS OF SERVICE SHALL BE INFERRED, EXPRESSED, CONTAINED OR CREATED BY ANY INFORMATION OR ADVICE FROM WISH AND GIVE, WHETHER WRITTEN OR ORAL. WISH AND GIVE PROVIDES THE WEBSITE ON AN “AS IS” AND “AS PROVIDED” BASIS. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF RIGHTS OF OTHERS, ARE EXPRESSLY EXCLUDED AND DENIED. FOR GREATER CERTAINTY AND WITHOUT LIMITING THE FOREGOING, WISH AND GIVE MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT WISH AND GIVE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING ATTENDEES’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING ATTENDEES AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND WISH AND GIVE IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND WISH AND GIVE HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.

Wish and Give assumes no responsibility for the timeliness, deletion, failure to store or back-up, or mis-delivery of any communication by any party, or for any personal settings.

Wish and Give takes no responsibility and assumes no liability for any damages, losses, injury or harm caused to you or any other person as a result of your use of the Website, including without limitation any damages, losses, injury or harm that may be caused by any other person through the intermediary of the Website, any damages, losses, injury or harm that may result from any breach of security relating to personal or other information, any damages, losses, injury or harm that may result from any computer virus or other technical matter that arises through your use of or access to the Website.

Wish and Give may provide third party content on the Website, whether in the form of links to web pages, advertisements, or other content of third parties (collectively the “Third Party Content”). Wish and Give does not monitor nor have any control over any Third Party Content or third party web sites. Any opinions, advice, statements, services, offers, posts, private messages, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) and not Wish and Give. Wish and Give does not endorse or adopt any Third Party Content, and is not responsible for and does not guarantee the accuracy, completeness or reliability of any Third Party Content. If you access any third party website, service or content from the Website, you do so at your own risk and you agree that Wish and Give will have no liability arising from your use of or access to any third party website, service, or content.

Wish and Give may display advertisements from third parties on the Website or links to third parties or their products or services. If you choose to access such links or otherwise contact and/or conduct business with any such third party, any such access or business is solely between you and such third party. Wish and Give is not responsible for any aspect of any product, service or information offered by any such third party, nor is Wish and Give responsible or liable for any loss or damage incurred as the result of such dealings or promotions or as a result of such third party advertisements on the Website. If a dispute arises with any such third party, you release Wish and Give from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

You understand that Wish and Give does not endorse or warrant any particular content or information available via the Website or guarantee the accuracy, integrity or quality of such content or information available on the Website. Under no circumstances will Wish and Give be liable in any way for your use of the Website, including, but not limited to, any errors or omissions therein, or any loss or damage of any kind incurred as a result of the use of any Wish and Give Content, emailed, transmitted or otherwise made available via the Website. You use the Website at your own risk.

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND WISH AND GIVE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.3 Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE REMAINS WITH YOU AND YOU USE THE WEBSITE AT YOUR OWN RISK. YOU AGREE THAT NEITHER WISH AND GIVE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF INTELLECTUAL PROPERTY RIGHTS, LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR FROM THE WEBSITE, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WISH AND GIVE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL OUR AGGREGATE LIABILITY, OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE WEBSITE, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, OR THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WISH AND GIVE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

THE WEBSITE IS CONTROLLED AND OPERATED BY WISH AND GIVE FROM ITS FACILITIES IN CANADA AND IS INTENDED FOR USERS IN CANADA. WISH AND GIVE MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS DO SO OF THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE NATIONAL, STATE, PROVINCIAL, LOCAL OR OTHER LAWS, STATUTES, DIRECTIVES, RULES, REGULATIONS, AND ALL INTERPRETATIONS OR ORDERS OF ANY GOVERNMENT, ADMINISTRATIVE OR REGULATORY AUTHORITY OR COURT, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO EXPORT AND IMPORT OF SOFTWARE, TECHNICAL INFORMATION OR SERVICES.

6.4 Release

Wish and Give provides a marketplace in which Hosts and Guests can transact. However, Wish and Give could not function if it were held responsible for the actions or inactions of different Guests, Hosts and/or third parties both on and off the Services. Therefore, as an inducement to Wish and Give permitting you to access the Website and use the Services, you hereby agree to release Wish and Give, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”

6.5 Intellectual Property

All content on the Website, including but not limited to photographs, images, vectors, moving images, animations, films, videos, visual works or other content together with any associated keywords, metadata and/or titles as well as the selection and arrangement of the Website (“Wish and Give Content”), are protected by copyright, trademark, and other intellectual property laws. The Wish and Give Content and all intellectual property rights in or related to the Website are the property of Wish and Give and/or its Contributors.

Wish and Give’s Intellectual Property (IP) refers to all of Wish and Give’s trade names, domain names and trademarks, which include WISH AND GIVE, WISH GIVE Design, copyright in the Website, the look and feel of the Website including page headers, custom graphics, button icons, and scripts published on the Website. You agree not to challenge the validity or use of Wish and Give’s IP.

All other trademarks, product names, and company names or logos used or appearing on the Website 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 Wish and Give, unless expressly stated.

You acknowledge that these Terms of Service do not grant you any rights of ownership or any permission to use Wish and Give’s IP without the prior written consent of Wish and Give. Any unauthorized use of any Wish and Give IP or the Website violates these Terms of Service.

You agree that you will not use any of Wish and Give’s IP, or any trademarks, trade names or domain names confusingly similar to Wish and Give’s IP, to advertise or promote any products or services or as part of any trademark, trade name, social media handle, meta tag, keyword, or business name, without the prior written consent of Wish and Give.

You agree that you will not use Wish and Give’s IP in a manner which would be likely to depreciate the goodwill Wish and Give holds in its IP, or which would be unlawful.

6.6 Entire Agreement

These Terms of Service constitute the entire agreement between you and Wish and Give and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Wish and Give.

6.7 Choice of Law

These Terms shall be governed and construed in accordance with the applicable laws of Ontario and Canada. The parties attorn to the jurisdiction of the Courts of Ontario and the Federal Court of Canada in respect of the resolution of any dispute arising hereunder, should it become necessary.

6.8 Binding Arbitration

Any controversy or claim arising out of or relating to this policy will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration must be conducted in Ontario and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Wish and Give may seek any interim or preliminary relief from a court of competent jurisdiction in Ontario, as necessary to protect the rights or property of Wish and Give.

6.9 Waiver; Invalid Provisions

No waiver of any term of these Terms of Service 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 Service shall not constitute a waiver of such right or provision. Enforcement of these Terms of Service is solely in our discretion, and failure to enforce these Terms of Service in any instance does not constitute a waiver of our right to enforce it in other instances.

If any provision of these Terms of Service is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision is fully severable and the remaining provisions of these Terms of Service shall remain in full force and effect.

6.10 Headings

Headings in these Terms of Service are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.

6.11 Assignment

Wish and Give, without your consent or approval, and without notice to you, may freely assign these Terms of Service and its rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under these Terms of Service, either in whole or in part, without the prior written consent of Wish and Give.

6.12 Relationship

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service. BY PLACING A CHECKMARK IN THE “I AGREE” BOX, YOU ARE ACKNOWLEDGING AND STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF SERVICE FOR THE WISH AND GIVE WEBSITE AND THAT YOU AGREE TO BE BOUND BY THEM WITHOUT QUALIFICATION. IF YOU DISAGREE WITH ANY TERM OR CONDITION FORMING PART OF THE TERMS OF USE, DO NOT PLACE A CHECKMARK IN THE “I AGREE” BOX AND DISCONTINUE USING THE SITE.