Terms & Conditions

AGREEMENT The ClimateSpark Challenge (the "Challenge") is sponsored by the Toronto Atmospheric Fund "TAF" or "Sponsor"). By participating in the Challenge, you acknowledge compliance with and you agree to be bound by these Terms and Conditions. ELIGIBILITY The Challenge is intended for viewing and participation in Canada and the United States. Participants must be Canadian or U.S. residents 18 years of age and older. Entrants must meet the criteria for organizations, as set out on http://www.climatespark.ca/criteria and be legal entities formed in Canada. Employees of TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation or their families are not eligible to submit entries to the Challenge.

PURPOSE OF THESE TERMS AND CONDITIONS The purpose of these Terms and Conditions is to set out the terms and conditions governing participation in the Challenge so as to avoid any problem, mistake, error or oversight being committed by the participants in the Challenge, both those submitting ideas and those participating through commenting and voting. Generally speaking, these rules simply require respect for other participants, ethical, reasonable and business-like conduct. If a participant's submission violates these Terms and Conditions, without limiting any other rights or remedies available to TAF, that participant's posting may be removed from the Website (as hereinafter defined) by the moderator (moderators may remove entire posts if there is any inappropriate content within that posting) and that participant's access to the Website may be immediately suspended. Please see the Challenge Code of Conduct for more on expectations for participants. 

HOW TO ENTER You must register to participate in the Challenge by fully completing the online registration form available at http://www.climatespark.ca (the "Website"). You agree that you are responsible for maintaining the confidentiality of any passwords which you choose or are assigned as a result of registration on the Website and for all activities that occur under your password and user name.

REQUIREMENTS FOR CONTENT SUBMISSION Each submission to the Challenge must meet the following requirements to be eligible. • It must be original and not copied from any other work. This means that the materials written for submission (and not necessarily the idea alone) must be the submitter's original words and not copied from any copyrightable work. • It must be written in English (with the exception of single words or short terms from other languages which are permissible as long as their meaning is evident in the sole discretion of the Sponsor). • It cannot contain any trademarks, trade names, third party copyrighted material, or any material owned by any third party. • It cannot be offensive, obscene, contain propaganda or potentially misleading information, or discriminate on the basis of race, religion, creed, national origin, disability, handicap, age, sexual orientation, marital status, veteran status or any other basis prohibited by law, as determined in the sole discretion of the Sponsor. • It cannot directly promote or speak negatively about any particular faith, political action, legislation or party or violate or encourage the violation of any law, as determined in the sole discretion of the Sponsor. • It cannot relate to controversial subject matter or any subject which is contrary to the interests of the Sponsor, as determined in the sole discretion of the Sponsor. You may post photos, videos, and logos with your submission. • By submitting any of these materials you represent and warrant that you have received written permission from all persons and entities identifiable in the photos, videos, or logos and agree to indemnify TAF for any claims and liabilities arising out of use of said materials in connection with the Challenge. • Photos, videos and logos may not contain any depiction of any trademarks, trade names, third party copyrighted material, or any material owned by any third party.

OWNERSHIP OF CONTENT/SUBMISSIONS All content/submissions remain the property of the posting entity or individual. TAF will not assume any property rights or ownership of idea submissions or content that you post or any intellectual property contained therein, including any trademarks, patents, copyrights, or other proprietary information. However, you grant TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation the right and non-exclusive license to use such content/submissions in their marketing efforts, in any media or format, related to the promotion of the Challenge without any compensation to you. You further acknowledge and agree that other participants and a judging panel assembled by TAF have the right to access, comment on, rate and review, your content/submissions in accordance with these Terms and Conditions and any other Website terms of use. All postings and submissions to the Challenge are made on a non-confidential basis. Participants acknowledge that disclosure of their ideas submitted may impact their legal rights to protect their ideas. As such, participants need to rely on their own judgment when posting information about their proposals and, as with all electronic communications, you access, use and participate on the Website at your own risk. FEEDBACK Notwithstanding any other provision of these Terms and Conditions, any comments, suggestions, improvements or other feedback ("Feedback") provided at the Website by a participant ("Feedback Provider") regarding the idea or business proposal of another participant ("Feedback Recipient") are provided on a non-confidential and non-proprietary basis and may be used by Feedback Recipient and others for any purpose and in any way, without restriction and without any responsibility, obligation or compensation to Feedback Provider.

PARTICIPANT REPRESENTATIONS AND WARRANTIES By submitting an idea /content to the Challenge, you represent and warrant that: a. The content is original (not necessarily the idea but the materials you submit on the Website); b. The content has not been copied in whole or in part from any other work; c. The content does not violate or infringe any copyright, trademark, patent right, publicity right, privacy right, or other proprietary or intellectual property right of any person or entity; d. The content is not or does not contain confidential information or trade secrets of you or any other person or entity; e. The content does not violate any applicable law or regulation; and f. That you have obtained all necessary permissions and releases from any identifiable person depicted in any photos, videos or other materials you submit in connection with a content submission. RULES OF CONDUCT Notwithstanding the submissions/content and commentary envisioned, no advertisements or solicitations from any participants may be made on the Website or included in submissions. Additionally, participants may not post or "spam" other participants or users of the Website with unsolicited advertising, solicitations or promotional materials. Participants may not falsely state, or otherwise misrepresent their identity in their profile, business plans, videos, materials, information or other postings on the Website, including but not limited to misrepresenting their experience, qualifications or affiliations. Participants may not engage in any activity that may damage, harm or cause disruption of the Website. Specifically, but without limiting the foregoing, participants may not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any data, computer software, hardware or telecommunications equipment. Additionally, participants may not attempt to reverse engineer, modify or use any anti-circumvention methods to discover the source code of the Website. When posting or otherwise using the Website, obscene, racist, sexually explicit, profane or otherwise inappropriate language is not allowed. Participants may not engage in any comments, actions or conduct which defame, degrade, constitute personal insults, or is in any way abusive or hateful toward, or that may be considered threatening, stalking or harassment of, other participants or users of the Website. The moderators, who work with TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation reserve the right (but not the obligation), at the sole discretion of TAFto amend or delete any postings or communications that is determined to be in contravention of these Terms and Conditions. TAF has no responsibility for the content, postings, materials, information or opinions of any participants or other users of the Website and shall not be liable for any modification or deletion of any postings or communications that are in contravention of these Terms and Conditions. If you witness any activities, postings or communications that you feel are in violation of these Terms and Conditions, please notify support@climatespark.ca and a response will be provided within 48 hours.

DISCLAIMERS AND LIMITATION OF LIABILITY TAF is not responsible for the final development, results, implementation, installation, completion, or outcome of any of the ideas submitted. TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation are not responsible for: (a) lost, late, unintelligible, misdirected, incomplete, damaged or garbled submissions or messages; (b) telephone, computer, hardware, software or programming failures or interrupted or unavailable network, server or other connections, network malfunction, or other technical failures or errors, or failure to properly process entries; (c) communication disruption or other forces beyond their reasonable control, including inability to access the Website, create an online account, submit content submissions, utilize message boards, rate or vote; (d) any disruption related to Internet traffic, virus, bug, or non-authorized intervention; (e) damage caused by computer virus or otherwise resulting to any computer from participants' access to or participation with the Website, whether human, mechanical or electronic; or (f) incorrect or inaccurate information whether caused by Sponsor, Website users or by any of the programming or equipment associated with or used in connection with the Website. To the fullest extent permitted by law, TAF is providing the website on an "as is" and "as available" basis and makes no warranties or representations, express or implied, in connection with the website, any information, content or materials included thereon, or any third party web site or content with which it is linked. TAF does not warrant that the operation of the website or its contents will be uninterrupted or error free, that defects will be corrected, or that the website or the servers that make it available are free of viruses or other harmful components. To the fullest extent permitted by applicable law, under no circumstances shall TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation be liable for any loss of use, loss of data, loss of income or profit, loss of or damage to property, or for any damages of any kind or character (including, without limitation, any compensatory, incidental, direct, indirect, special, punitive, or consequential damages), regardless of the basis of liability and even if TAF, The Toronto Community Foundation, the Social Venture Exchange or the Centre for Social Innovation has been advised of the possibility of such damages or losses, arising out of or in connection with the operation of or participation in the challenge, use of the website, any information, content or materials included on the website, or any third party website or content with which it is linked. INDEMNITY You agree to indemnify and hold TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation and their directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, claims, actions, debts, investigations, fines, penalties, costs, expenses and settlements (including legal fees and costs of litigation, settlement, judgment, interest and penalties) arising out of or related to a breach of these Terms and Conditions, your access to or use of the Website and any information, content or materials included thereon, and/or your participation in the Challenge. PERSONAL INFORMATION/DATA: TAF will be collecting data about participants online, in keeping with the privacy policy set out by the City of Toronto at http://www.toronto.ca/get_connected/privacy_statement.htm and through the Corporate Access and Privacy Office at http://www.toronto.ca/cap/ and the Municipal Freedom of Information and Protection of Privacy Act at http://www.toronto.ca/cap/mfippa.htm By participating in the Challenge, participants: (a) consent to TAF's collection and use of their personal information in accordance with such privacy policy for the purpose of processing their registration, administering the Challenge (including communicating with participants and awarding prizes), enforcing these Terms and Conditions and any other purpose required or permitted by applicable law; and (b) acknowledge that they accepted the referenced privacy policies. TAF will not share personal information with anyone outside of TAF except to the extent necessary to fulfill the purposes described above. If TAF uses third parties to perform functions or services on TAF's behalf, TAF will use contractual or other appropriate means to ensure that personal information is used and protected in a manner that is consistent with TAF's privacy policy. Third parties may not use your personal information for any other purpose without your knowledge and consent. APPLICABLE LAWS The Challenge and these Terms and Conditions, and any dispute arising relating thereto, shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (without giving effect to any principles of conflicts of law). To the extent permitted by applicable law, any litigation respecting the Challenge, including the awarding of any prize, or these Terms and Conditions must be initiated in Toronto, Ontario, Canada and the parties irrevocably attorn to the non-exclusive jurisdiction of the courts located in Ontario. Your participation in the Challenge is subject to all applicable laws and regulations. You are responsible for checking applicable laws and regulations in your jurisdiction before participating in the Challenge to make sure that your participation is legal. You are responsible for any and all taxes and reporting related to any prize or award that you may receive as part of the Challenge. The Challenge is void where prohibited or otherwise restricted by law. OTHER MATTERS All decisions of TAF, The Toronto Community Foundation, the Social Venture Exchange and the Centre for Social Innovation regarding the Challenge and the selection of winners and awarding of prizes are final in all respects. TAF reserves the right to modify, suspend, extend any portion of, terminate or withdraw, this Challenge, at any time and for any reason whatsoever, without requirement of individual notice and without liability, in its sole discretion. These Terms and Conditions may be updated at any time and from time to time by TAF, if necessary, in its sole discretion, to clarify rules or protect the integrity of the Challenge. Any changes to these Terms and Conditions will be posted at on the Website. TAF reserves the right to disqualify any participant whom it finds to be in violation of these Terms and Conditions or who tampers with the entry process or otherwise interferes with the administration, security, integrity or proper conduct of the Challenge. TAF reserves the right to refuse an entry from a person whose eligibility is in question or who has been disqualified or is otherwise ineligible to enter. To the extent any provision or portion thereof of these Terms and Conditions is determined to be illegal, invalid or unenforceable by a competent authority having jurisdiction, such determination will not affect: (a) the legality, validity or enforceability of the remaining provisions; or (b) the legality, validity or enforceability of that provision in any other jurisdiction, and that provision (or portion thereof) will be limited if possible and only thereafter severed, if necessary, to the extent required to render these Terms and Conditions valid and enforceable. If you are a resident of Quebec, Canada, the following clause applies: The parties confirm that they have requested that these Terms and Conditions be drafted in English. Les parties contractantes confirment qu'ils ont exigé que le présent contract et tous les documents associés soient redigés en anglais. All rights reserved.

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