Welcome to Trellis.org! We want to empower individuals and organizations with fresh innovation to grow and create a positive impact within our communities. We know you want to plan well-supported, organized events, fundraisers and campaigns that support your cause and you want to connect to individuals that want to support your cause too. We want to help you do that.
Please read these Terms of Service (or Terms, as further described in Section 1.4) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using Trellis.org or Trellis’ Services, you agree to comply with and be bound by these Terms, as applicable to you.
1. Accepting These Terms
1.1. Our Platform and Services. Trellis’s platform is available to you through its website and mobile sites (the “Platform”) and related optional technology and services (collectively, the “Services”), subject to the terms of service as amended from time to time (the “Terms of Service”).
1.2. What “Terms of Service” Means. These Terms of Service and the other documents referenced in them (including in Section 1.6 below) comprise Trellis’s “Terms.” These Terms are a legally binding agreement between you and Trellis governing your access to and use of Trellis.org and the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing Trellis.org), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms 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 as well as yourself.
1.3. Terms We Use to refer to Trellis and You.
You are our Organizers and Customers. When these Terms use the term “Charity”, we mean an organization that has registered for charitable status with the Canada Revenue Agency, the term “Not-for-Profit” refers to a club, society or association operate for social purposes (a “Not-for-Profit”) and “Company” refers to a for-profit organization. By “Organization,” we mean a Charity, a Not-for-Profit and/or a Company and by “Champion”, means an individual or organization that steps forward to create an event and raise funds for an Organization using the Services (collectively “Organizers”). Organizers create Events and Campaigns (as defined below) using our Services to (a) accept donations for Campaigns on behalf of Charities and Not-for-Profits, (b) provide tickets to Events and (c) provide information and access to available Fundraisers to individuals want to support social causes, either through gifting donations, attending events or purchasing merchandise (a “Donor”). Organizers, Donors and third parties using our Services are all referred to in these Terms collectively as “Users,” “you” or “your.”
We are Trellis. When these Terms use the term “Trellis,” “we,” “us,” or “our,” that refers to Trellis, Inc. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.
1.4. Our Content and Your Content. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Trellis in connection with the Services is the “Site Content” (or “Content”). Any material (including the foregoing categories) that you contribute, provide, upload post or make available using the Services is “Your Content.”
1.5. Modifications to the Terms or Services. Trellis reserves the right, at our sole discretion, to modify or change portions of these Terms from time to time (collectively, “Modifications”). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the “Updated” date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Trellis may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of Trellis. Trellis is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. Trellis reserves the right to modify, replace or discontinue any part of the Services or the entire Service, , temporarily or permanently.
2. Trellis’s Platform and Services
2.1. What Trellis Does. Trellis provides a simple and quick means for Organizers to create profiles through an account (the “Account”) to build and launch a fundraising page for a campaign (“Campaigns”), a silent auction, a walk, festival, dance, club event, social, gala, conference, session, workshop, luncheon, or other peer to peer fundraising get together that engages an Organization’s supporters (“Events”) (collectively, “Fundraisers”). Through each fundraising page (the “Event and Campaign Page”), the Organizer can offer tickets and donation options, share and promote those pages to visitors or browsers on Trellis.org or elsewhere online, manage online or onsite ticketing and registration, solicit donations, save and access saved information, upload photos, send thank you notes and sell or reserve merchandise related to those events to Customers. For greater certainty, only run by or on behalf of non-profits. Customers can view ongoing and upcoming Fundraisers, purchase tickets and make donations. Descriptions of other and more specific services can generally be found on Trellis.org.
2.2. Raffles on Trellis – If you are located in Canada, the only service Trellis can provide for raffle services is payment processing. We do not offer ticket creation, ticket distribution or drawing of the winner. You must contact your regional gambling authority to understand how to properly conduct those portions of your raffle as Trellis is not responsible for anything to do with raffles other than the payment processing.
2.3. What Trellis is Responsible to Provide. Trellis is not the creator, organizer or owner of the Fundraisers listed on Trellis.org. Rather, Trellis provides its Services, which allow Organizers to collect donations, manage ticketing and registration, facilitate auctions and bidding and promote their events. The Organizer is solely responsible for ensuring that Event and Fundraising Page displaying Fundraisers on the Site (and the Fundraisers, itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. Trellis has no involvement in the financial transactions entered into, on or through the Site or Service except to introduce Organizer and Donor and to connect both to a third party payment system.
2.4. Promotions. You are not permitted to offer any contest, competition, giveaway, sweepstakes or similar activity (each, a “Contest” on or through the Services without our prior written consent which consent may be withheld in our sole and absolute discretion. You may seek permission by sending an email to firstname.lastname@example.org.
2.5. Discount Codes and Auctions. For clarity, discount codes can be used for Events and do not require prior written consent. Trellis also supports Silent Auctions.
3. Donations, Auctions, Fees, and Refunds
3.1. Donations. In order to contribute to a Campaign or an Organization (a “Donation”) or attend an Event, a Donor will be required to provide Trellis with information regarding its credit card or other payment instrument (“Payment Method”). You, as a Donor, represent and warrant to Trellis that such information is true and that you are authorized to use the applicable Payment Method. You understand and agree that each Charity has the authority to set the criteria for issuing receipts for donations and has sole discretion to determine if any receipt is issued. All Donations are final and will not be refunded unless the Organization, in its sole discretion, agrees to issue a refund. Trellis uses third party payment processing partner to process your Payment Method for any tickets purchased, donations made or merchandise or other item purchased and You acknowledge that by contributing to a Campaign, purchasing a ticket for an Event or purchasing merchandise or other items, You are agreeing, if applicable, to any and all applicable terms and fees (“Payment Processing Fees”) set forth by our payment partners (currently, Stripe, Inc.) which terms are located at https://stripe.com/en-ca/connect-account/legal, in addition to these Terms of Service.
4.1. Organizer agrees to clearly provide a description of a good or service listed for sale as an auction item (“Auction Item”) listed on Trellis.org and acknowledges responsibility for stating and verifying any minimum/starting bid, bidding increments, value of the items and any additional fees for auctions items that are included in an auction.
4.2. Description of Auction Items. Organizer represents and warrants that all descriptions, guarantees, promises and warranties regarding an Auction Item is accurate and complete and Organizer is solely responsible for all statements, descriptions, photos of an Auction Item. Photos that are representations, rather than photos of the actual Auction Item should be noted as such.
4.3. Auction Closing Times. Organizers understand and agree that it is their responsibility to set the closing time of an Auction and any such change the closing time is in the sole discretion of the Organizer.
4.4. Refusal of Transaction. Trellis reserves the right to withdraw any Auction Item before the end of the sale period, halt any sale during its progress, and/or remove, screen or edit any materials or content on the Site. Trellis may refuse to process a transaction for any reason or refuse service to anyone at any time in its sole discretion. Neither Trellis nor any of its affiliates will be liable to any Organizer, Donor or third party by reason of Trellis’s withdrawal of any Auction Item prior to the end of the sale period; halting any auction or sale during its progress; removing, screening or editing any materials or content on the Site; refusing to process a transaction; or unwinding or suspending any transaction after processing has begun. In the event of failure of an Organizer to complete a sale for any reason, including Trellis’s decision to refuse to process the transaction,
4.5. Monitoring. Trellis has the right, but not the obligation, to monitor any activity and content associated with the Site and Service. Trellis may investigate any reported violations of the Site policies or complaints and take any action that it deems appropriate (which may include, but is not limited to, issuing warnings, suspending or terminating service, denying access and/or removing any materials on the Site, including listings and bids). Trellis may also investigate, in its sole discretion, the use of any credit card by a user registered to buy on the Site, and take such action as Trellis deems appropriate, including without limitation, contacting the individual using such card, canceling bids or an offer to purchase placed by such user, and/or deactivating a Donor’s account.
5. Fees and Refunds.
5.1. Fees That We Charge. Creating an account, building and listing a Campaign or Event, buying a ticket or making a Donation and accessing the Services are free. However, we charge fees when you sell paid tickets or registrations or collect donations (“Platform Fees”). The pricing for Platform Fees is available at https://trellis.org/pricing/. Certain Platform Fees may vary based on subscription service agreements between Trellis and certain Organizers. Organizers ultimately determine whether these Platform Fees will be passed along to Donors and shown as “Fees” on the applicable event page or absorbed into the ticket or registration price and paid by the Organizer out of ticket and registration gross proceeds. Trellis does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets .Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
5.2. Subscription Service. Organizations may choose to have a Subscription Service Account with Trellis. Standard accounts, including the features and services described, here are subject to these Terms. Organizations that choose a Subscription Service Account will receive all the same features as a Standard account features and will be subject to these Terms and to the Subscription Pricing at https://trellis.org/pricing/ or as agreed between the parties. All donations and purchases are subject to credit card processing fees.
5.3. Payment in the currency of the country of the Organization hosting the Event or Campaign. Donations, tickets, merchandise and other goods prices are listed in the local currency.
5.4. Ticket Transfers. If you wish to transfer tickets to an Event you have purchased on Trellis, you must contact the Organizer of the event to arrange for ticket transfer. Trellis provides the option to Organizers for refunds and ticket transfers, however such options are at the sole discretion of the Organizer.
5.5. Refunds. Because all transactions are between an Organizer and its respective attendees, Trellis asks that all Customers contact the applicable Organizer of their event with any refund requests. Refunds are at the sole discretion of the Organizer. If a refund is granted by the Organizer, Trellis may charge certain transactional fees for the refund.
(a) If you are a Donor, you acknowledge that if you receive a refund for your ticket, you will discard any ticket that we or any Organizer has delivered, and will not use it (or any copy of it) to attend the Event. Violation of the foregoing constitutes fraud. You acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Trellis will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Trellis will not be held liable under any circumstances for costs and/or damage associated with tickets arising from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
(b) If you are an Organizer, you acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Trellis will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Trellis will not be held liable under any circumstances for costs and/or damage associated with tickets arisen from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
6.1. Donations are at Customer’s own risk. When you make a Donation through Trellis, it is your responsibility to understand how your money will be used. Trellis is not responsible for any offers, promises, rewards or promotions made or offered by Organizers. We do not and cannot verify the information that Organizers provide, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by an Organizer or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have any concerns, please contact Trellis at email@example.com.
6.2. Restrictions on Donations. It is at the sole discretion of the Organizer to determine if donors are permitted to impose restrictions on the use of Donations by an Organizer. To the extent that a Donation is made in response to an appeal for a particular program of an Organizer, or to the extent that a Donor purports to direct the use of Donations by an Organizer, Trellis cannot guarantee that any such directions shall n constitute binding recommendations and the Organizer shall have full responsibility and liability in its discretion to determine how Donations are used.
6.3. Tax-Deductibility of Donations is Donor’s Responsibility. Trellis makes no representation as to whether all or any portion of your Donations or purchase of Auction Items including, if any, Payment Processor Fees, are tax deductible or eligible for tax credits. Trellis will have no liability for any claim by any federal, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any User or any Charity. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift, prize, product or service in connection with your Donation.
6.5. Recurring Donations: Donors may have the option to contribute recurring period Donations (your agreement to make the Donations on a recurring basis, a “Donation Subscription” and each individual Donation made in connection with a Donation Subscription, a “Donation Installment”), and in electing to contribute on a recurring basis, you, as a Donor hereby acknowledge that Donation Subscriptions automatically renew and have a recurring payment feature, and that unless and until you opt out of the auto-renewal of the Donation Subscription, which can be done through the Platform, any Donation Subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the initial term originally selected.
(a) In connection with each of your Donation Subscriptions, you (i) hereby authorize Trellis to bill your Payment Method in the amount of the applicable Donation Installments in advance on a periodic basis until you terminate such periodic payments by opting out of the Donation Subscription, (ii) accept responsibility for payment of all Donation Installments occurring prior to opt out and (iii) agree to promptly update your Account with any changes (for example, any changes related to your Payment Method, such as a change in your billing address or credit card expiration date).
(b) Changes to or termination of Donation Subscriptions or Donation Installments will apply only to Donation Installments that take place after Trellis receives notice of such change or termination. Trellis does not provide refunds of any amounts received in connection with previously made Donation Installments. Additionally, by enrolling in any Donation Subscriptions, you acknowledge and agree for any and all such Donation Subscriptions, that (a) the ongoing maintenance and operation of Donation Subscriptions and each Donation Installment are the sole responsibility of, and subject to the sole discretion of, the individual or entity responsible for managing and receiving the Donation Subscription (e.g., the applicable Organizer or Charity), (b) individual Donation Installments may not be tax deductible, even if previous Donation Installments for the same Donation Subscription were, and the amount of each Donation Installment that is tax deductible may vary, (c) one or more specific Donation Installment may not be provided to or received by the applicable cause, Organization or Campaign if such cause, Charity or Campaign becomes unavailable, unable to accept Donations, or chooses to stop receiving Donations, which may occur for various reasons, such as if the cause, Organization or Campaign becomes subject to an investigation or is suspended or removed from the Services by Trellis or (d) the amounts actually received by the applicable Campaign, Event, Organization or cause may differ from one Donation Installment to the next (for example, if the Payment Processer fees associated with the Donation Installment change).
(c) Your non-termination of a Donation Subscription reaffirms that Trellis is authorized to charge your Payment Instrument for the Donation Subscription in accordance with these terms. This does not waive our right to seek payment directly from you.
7.1. Donors placing a bid on or offering to buy an Auction Item, you irrevocably agree to pay the final bid amount for the Auction Item if you are the successful bidder. Once you place a bid or offer, you may not cancel it. Each successful bid or offer creates a binding obligation on as bidder enforceable by the Organizer to pay fully and promptly all sums due and perform other conditions of completion with respect to the applicable sale. Each Donor specifically authorizes Trellis to charge such Donor’s Credit Card up to the amount required to finalize any transaction in accordance with this Agreement and (b) specifically acknowledges that if Trellis is unable for any reason to collect the winning amount, Organizer reserves the right to award an Auction Item to next highest bidder. Organizers may choose to include a Buy Now Option. In such cases, the Donor acknowledges and agrees that the Auction Item will be awarded to the individual who selects Buy Now Option and pays the indicated price.
7.2. Auction Items. Donor bidding on an Auction Item acknowledges that the authenticity, description and physical condition of an Auction Item is provided by the Organizer. If you require further information about an Auction Item, you should contact the Organizer. All items are provided As Is with no warranty.
7.3. Reserve Prices. At the Organizer’s discretion, an Auction Item offered on this Site may subject to a reserve, which is the confidential minimum price established by the Organizer below which such Auction Item will not be sold. The Organizer is not obligated to sell an Auction Item unless the reserve price is met. An Auction Item will be withdrawn from sale if no bid or offer equal to or above the confidential reserve for that auction item is received during the sale period.
8. Text Messaging
8.1. Trellis may offer the option to you of receiving a text message – providing login codes for mobile access, login-links for web access, out-bid alerts and other direct messages sent to you by the manager of any auction event that you register to bid in.
8.2. In order to receive text messaging, you must opt-in by registering your number with us when creating a Trellis account. A text message will be sent to you with confirmation of your registration.
8.3. To discontinue receiving messages (opt-out), send “STOP” to the number from which you received your message at any time. We will reply with a confirmation message that you will no longer receive messages from us. To resume messages, please toggle to allow text messages in your account within Trellis.org.
8.4. Standard message and data rates may apply. Your number will only be shared with the Organizer with whom you are bidding on an Auction Item. Message frequency is based on your bidding and purchase activity and the Organizer’s activity with you.
8.5. Messages may not be delivered to you if your phone is not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of your wireless carrier may interfere with message delivery, including your equipment, terrain, proximity to buildings, foliage, and weather. You acknowledge that urgent alerts may not be timely received and that your wireless carrier does not guarantee that alerts will be delivered.
8.6. Last Second Bids. Donor may place bids up until the auction is closed by the system. However, Donor acknowledges that last second bids may not be properly registered upon auction close. Trellis encourages bids to be placed before the auction close time to ensure they are registered in the system. In all cases, Organizer has the right to determine the ultimate winner of the item.
8.7. Auction Closing Times. Organizers may post on the Site an expected closing time for the auction. Auction items may close at different times and it is the responsibility of the Donor to check such bidding start and end times. Trellis is not responsible for the accuracy of this date and time. You acknowledge that the Organizer must manually start and stop their auction on Trellis and that this posted closing time may not be honored by the Organizer; and the Organizer may alter this time without an obligation to notify you in advance of such change. In addition, the Donor acknowledges that any bids placed just before the posted closing time are not guaranteed to be the winning bid if the auction does not close and higher bids are subsequently placed. Regardless of the situation that occurs with closing times, Buyer acknowledges that Trellis has no liability for inaccurate auction closing times posted.
8.8. Donor’s Auction Payment. After completion of auction or sale on the Site or through the Service, you will be notified if you are the successful bidder for the auction item. Upon, you will be liable to pay immediately the Final Bidding Amount for such auction item. All registered users may be required by the Organizer to provide Trellis with their credit card details at the time of registration, and to authorize Trellis to process a charge or charges on their credit card in the amount of the final bidding amount for any auction item for which they are the successful Bidder.
8.9. Packing and Shipping. If you are the successful bidder for an Auction Item, you are obligated to either arrange to pick up the Auction Item in person or contact the Organizer directly to arrange shipping of the auction item to your location. If Bidder and Organizer agree to ship the Auction Item to the Bidder, all arrangements related to the shipment will be made and agreed to by the Bidder and Organizer, including, without limitation, all freight, payment, and insurance coverage details. Trellis is not responsible or liable for any shipping details or arrangements, including the acts or omissions of carriers or packers of purchased auction item, timing of delivery, and loss or damage to shipped auction item. The Organizer will ship the Auction Item to the bidder in the manner mutually agreed upon between bidder and Organizer. bidder/Organizer are responsible for ensuring the Auction Item are properly insured for transit.
9.1. Organizers are Responsible to Provide Accurate Information. You, as an Organizer, represent, warrant, and covenant that (i) all information you provide in connection with a Campaign or Event is accurate, complete, and not likely to deceive reasonable Donors; (ii) all Donations contributed to your Campaign or Event will be used solely as described in the materials that you post or otherwise provide; (v) you will not infringe the rights of others; (vi) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (vii) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us.
9.2. Settlement Reports and Payment of Donations from a Campaign: Through its Platform, Trellis provides to Organizers a summary of all transactions that occur on the Platform (“Settlement Reports). Such Settlement Reports are available in an Organizer’s Account and payments to the Organizer will be made based on the Settlement Report (the “Settlement Payment”). While Trellis strives to make Payments available to you within seven (7) days of receipt of payment from our Payment Processor, Organizers acknowledge and agree that Settlement Payments may not be available to you until Trellis has received payment, and Trellis does not guarantee that Payments will be available to you within any specific time frame, and Trellis expressly disclaims any and all responsibility for any delay or inability to make Settlement Payments at any specified time, and any consequences arising from such delay or inability. You, as an Organizer, are responsible for ensuring that the information you provide to Trellis in order to process a Donation Payment, including your bank account information, is accurate and up to date. Trellis may, at any time, for any reason, without notice, and in its sole discretion, offer or issue a refund of Donation(s) with or without consulting with you, which may comprise the entire amount donated to your campaign. Trellis is not liable to you or to any third party for any claims, damages, costs, losses, or other consequences caused by Trellis issuing refunds, including, but not limited to transaction or overdraft fees.
9.3. Account Holds: From time to time, Trellis may, in its sole discretion, place a hold on an Account (a “Hold”), restricting Settlement Payments or take similar actions to protect its interests and those of its Donors. Some of the reasons that we may take such actions include, but aren’t necessarily limited to, the following: (i) if we have reason to believe (in our sole discretion) that information provided by an Organizer is false, misleading, or fraudulent, or that funds are being used in a prohibited manner, (ii) if the funds available (as determined by Trellis in its sole discretion) should be provided directly to a person other than the Organizer (such as a legal beneficiary or person entitled by law to act on behalf of a Organizer), (iii) if we have reason to believe that a Campaign, Event or Organizer has violated these Terms of Service, (iv) if Trellis determines that the Organizer is colluding with Donors to engage in fraudulent activity, (v) if we have reason to believe (in our sole discretion) that there may be suspicious or fraudulent donation activity, or (vi) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us at firstname.lastname@example.org.
10. Your Account with Trellis
10.1. Account Creation. In order to set up your profile, you will be asked to create an Account with Trellis. You will be asked to create either a profile as a Champion or Organization. You agree to follow certain rules when you create your Account with Trellis or user the Services, including the following:
(a) You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services.
(b) You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the “Registration Data”). You also agree to update this Registration Data if it changes.
(c) If there is a dispute between two or more persons or entities as to account ownership, Trellis will be the sole arbiter of that dispute and Trellis’s decision (which may include termination or suspension of the account) will be final and binding on those parties.
(d) If you are using the Services on behalf of an Organization, you represent and warrant that you have the authority to legally bind that entity and grant Trellis all permissions and licences provided in these Terms.
(e) We may provide you the ability to implement certain permission within your account to third parties including, “sub-users,” “sub-accounts,” or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
(f) You agree to immediately notify Trellis of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
10.2. Charity Accounts.
(a) Official Donation Receipts. As part of the Trellis platform, Trellis issues official Donation receipts on the Charity’s behalf for Donations to the Charity through the Trellis Services. Charities that do so understand and acknowledge that the Charity is responsible under the Income Tax Act to ensure that all receipts are issued in compliance with applicable laws. A Charity may at any time rescind its appointment of Trellis in this capacity, at which time Trellis will immediately cease issuing receipts on behalf of the Charity.
(b) Required Information. Charities that appoint Trellis to issue receipts on their behalf must provide Trellis with the following information, and must notify Trellis immediately of any changes to the information below:
(i) Current head office address as recorded with the Canada Revenue Agency;
(ii) Name of representative duly authorized by the Charity to sign official Donation receipts;
(iii) Reproducible .jpeg image of signature of authorized representative that can be affixed to official Donation receipts;
(iv) A description and the fair market value of any and all prizes, rewards or other benefits provided to Donors in respect of Donations to the Charity through the Trellis Services, which shall be used to determine the eligible amount of the gift for receipting purposes. For greater certainty, the value of any such benefits shall be subtracted from the fair market value of property gifted to the Charity to determine the eligible amount of the gift.
(c) Representation of Trellis. Subject to the obligations of the Charity set out herein and in paragraph (d) below, Trellis represents and warrants that, when applicable, it will issue tax receipts in accordance with the requirements of the applicable Canadian law.
(d) Reliance on Information Provided. Trellis will rely wholly on the information provided by the Charity or its representatives in order to prepare official Donation receipts, as well as information supplied to it by Donors when making Donations. Trellis is not responsible to verify any information provided to it by the Charity, any representative of the Charity, or any Donor. The Charity acknowledges this and agrees that Trellis shall not be responsible for any incorrect information included on an official Donation receipt, or for any tax or regulatory consequences resulting from the provision of incorrect information by the Charity, any representative of the Charity, or any Donor.
(e) Records. All registered charities are subject to record-keeping obligations under Canadian law. Each Charity is responsible to ensure that it maintains such records as are required under applicable law. This includes a requirement to maintain copies in Canada of all official Donation receipts issued and records to verify Donations received. A Charity can select to have Trellis copy the Charity on all emails sent to Donors on the Charity’s behalf which contain an official Donation receipt. Each Charity can also access Donation reports and copies of all official Donation receipts issued on that Charity’s behalf by logging on Trellis’s Services, and can print these documents manually. Charities can also access and export Settlement Reports from Stripe, Inc.
(f) Form of Receipt. A Charity on behalf of which Trellis issues official Donation receipts may at any time request a copy of the form of receipt being issued and may direct Trellis to revise the form of receipt as necessary to ensure compliance with applicable laws.
10.3. Payment Processing Service. Trellis offers a Payments Processing service (“Payment Service”) that helps you accept and process credit card from your Donors for participation in your Event, Donations, admission tickets, and other products or services you may sell as a part of your event. Stripe provides the payment processing to you on behalf of Trellis. Neither Trellis nor Stripe is a bank or a money services business (“MSB”) nor do they offer banking or MSB services as defined by the Financial Transactions Reports Analysis Centre of Canada or any provincial financial services regulator.
10.4. Payment Processing Account. Organizations who would like to process payments directly must apply for a Payment Processing account (currently, Stripe, Inc.). In order to obtain an account, an organization must provide full business name, physical address, email, phone number, business identification number, URL, the nature of your business or activities and certain other information. Payment Processor may also collect information (including name, birthdate, and government-issued identification) about beneficial owners, principals and Stripe administrator. Organizations will be subject to the Service Terms of the Payment Processor located at https://stripe.com/en-ca/connect-account/legal.
10.5. Payment Processing Fees. Organization acknowledges and agrees that it is responsible for any payment processing fees charged by Stripe for its services according to the Stripe Services Agreement and such fees will include any fees for actions that the Organization authorizes such as refunds and chargebacks.
10.6. Compliance with Laws. It is the sole responsibility of customers using this service to ensure that any goods or services offered as part of the event meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described are delivered in a satisfactory manner.
10.7. Taxes. It is your responsibility to determine what, if any, taxes apply to the sale of your event registrations, tickets, auction items, and other products or services, and any other payments you receive in connection with your use of the Payment Service (“Taxes”). It is solely your responsibility to assess, collect, report, and remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may be required to make certain reports to tax authorities regarding transactions that we process.
11. Our Community Guidelines
11.1. You agree to abide by the Trellis Community Guidelines whenever you use or access our Services. Please read these carefully, as they affect what types of content and conduct are permitted on and through the Trellis Services.
12. Privacy and Donor Information
12.2. Information Organizers Collect about Donors. If you are an Organizer, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) Donors, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) Donors.
These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. There may come a time where either you or Trellis decides it’s best to part ways as described in Sections 13.1 and 13.2 below. When that happens, these Terms will generally no longer apply. However, as described in Section 13.2, certain provisions will always remain applicable to both you and Trellis.
13.1. Termination. Trellis may terminate your right to use the Services at any time (a) if you violate or breach these Terms; (b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by Trellis; 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 Trellis to legal liability. Trellis may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in Trellis’s sole discretion, failure to do so would materially prejudice you. You agree that Trellis will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
13.2. Termination at any time. Except to the extent you have agreed otherwise in a separate written agreement between you and Trellis, you may terminate your access to the Services and the general applicability of Terms by deleting your account. If you are a Customer or Users using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and Trellis governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
All provisions of these Terms that by their nature should survive termination of these Terms will 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).
14. Release and Indemnification.
You agree to cover Trellis if you use the Service in a way that causes Trellis to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
14.1. Release. You hereby agree to release Trellis 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 a dispute between you and a third party (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.”
14.2. Indemnification. You agree to defend, indemnify and hold Trellis and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; (d) Trellis’s collection and remission of taxes; and (e) if you are an Organizer, your events (including where Trellis has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the Claim arises out of Trellis’s gross negligence or willful misconduct. Trellis will provide notice to you of any such Claim, provided that the failure or delay by Trellis in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Trellis may choose to handle the Claim ourselves, in which case you agree to cooperate with Trellis in any way we request.
15. Disclaimer of Warranties and Assumption of Risks by You.
We strive to provide Services that support Organizers, but there are some aspects of that support that we cannot promise.
15.1. To the extent permitted by applicable laws, the Services are provided on an “as is” and “as available” basis. Trellis expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, Trellis 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.
15.2. You acknowledge that Trellis has no control over and does not guarantee the quality, safety, accuracy or legality of any Event or Content associated with an Event, the truth or accuracy of any information provided by users (including the Donor’s personal information shared with Organizers in connection with events) or the ability of any user to perform or actually complete a transaction. Trellis has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that Trellis requires to provide the Services, that an Organizer chooses to assist with an event, or that you choose to contract with when using the Services.
15.3. You, as a Donor, understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
15.4. You, as an Organizer, understand and agree that some Events may carry inherent risk, and by hosting and participating in those Events, you choose to assume those risks voluntarily. For example, some Events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to host and/or participate in those Events
15.5. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
16. Limitation of Liability
16.1. To the extent permitted by applicable laws, or as otherwise set forth herein, Trellis and any person or entity associated with Trellis’s provision of the Services (e.g., an affiliate, vendor, strategic partner or employee) (“Associated Parties”), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Trellis has been advised of the possibility of such damages); or (b) Your Content. In addition, other than the obligation of Trellis to pay out Organizer Payments in certain circumstances to certain organizers, the maximum aggregate liability of Trellis or Associated Parties is limited to the following:
(a) for Organizers of events with paid tickets, the fees (net of Trellis Payment Processing Fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and
(b) for Organizers of events with free tickets only, Donors or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred Canadian. dollars (CDN $100).
(c) Nothing in these Terms 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 our liability is limited to the maximum extent permitted by law.
16.2. Contact Us First with Complaints. If you have any questions, concerns or issues with the delivery or about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
17. Licence to the Trellis Services.
17.2. Restrictions on Your Licence. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.
17.3. Our Intellectual Property and Copyrights. You acknowledge and agree that all Site Content is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws, as applicable. Trellis may own the Site Content or portions of the Site Content may be made available to Trellis through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Trellis and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
18. Restriction on Use of Content
18.1. Trademarks. The trademarks, service marks and logos of Trellis (the “Trellis Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Trellis. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with Trellis Trademarks, the “Trademarks”). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Trellis specific for each such use. The Trademarks may not be used to disparage Trellis, any third party or Trellis’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Trellis approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Trellis Trademark will inure to Trellis’s benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by Trellis and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
18.2. Use of Sub-directory. Trellis may provide you with the right to use a sub-directory within the Site (e.g.,Trellis.org/[sub-directory prefix] for a given event. All such sub-domains are the sole property of Trellis and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-directory. Your right to use such sub-directory will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms, including without limitation, these Terms of Service. If Trellis terminates your right to use a sub-directory for any other reason, it will provide you with a new sub-directory.
20. Licences and Permits Organizers Must Obtain
20.1. If you are an Organizer, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:
(a) You and your affiliates will obtain, prior to the start of ticket sales, all applicable licences, permits, and authorizations (individually and collectively, “Licensure”) with respect to events hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and liquor permits;
(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;
(c) You will only request that Trellis offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any provincial, city, municipal or other local authority’s authorization of the event and you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for organizer to promote, produce, sponsor host and sell tickets for all Events hosted by you or your affiliates on the Services
(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Trellis permitting you to access and use the Services, you hereby agree to release Trellis, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, 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, including, without limitation, legal fees, known and unknown, arising out of or in any way connected with your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Trellis, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any Claim due to or arising out of your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of Trellis from time to time.
21. Your Rights to Submit a Copyright Takedown Notice
If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, we ask that you submit a notice of alleged infringement through the Notice and Notice Regime.
22. Scraping or Commercial Use of Site Content is Prohibited.
The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
23. Your Content.
23.1. Licence. Trellis does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant Trellis a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and licence to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Trellis’s promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Trellis does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
23.2. Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate these Terms.
23.3. Additional Rules About Your Content. Your Content must be accurate and truthful. Trellis reserves the right to remove Your Content from the Services if Trellis believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason.
23.4. Use of Organizer Name in Marketing and Distribution Trellis may use your name and logo and any event photos that have been published publicly (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Trellis both on the Services and in marketing, advertising and promotional materials. If you have engaged Trellis for a private event, your name, logo and photos will only be used with your express consent.
23.5. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Trellis, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
24. Rules for Use of Email Message Tools in Platform.
24.1. Trellis may make available to you features and tools that allow you to contact your Donors, other users of the Services, or third parties via email (the “Email Message Tools”). If you use Email Message Tools, you represent and agree that:
(a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient’s country of residence;
(c) you will use the Email Message Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
(d) you will only use the Email Message Tools to advertise, promote and/or manage a bona fide Event listed on the Services;
(e) your use of the Email Message Tools and the content of your emails complies these Terms;
(f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Message Tools;
(g) you will respond immediately and in accordance with instructions to any Donor sent to you by Trellis requesting you modify such Donor’s email preferences;
(h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
24.2. If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, Trellis may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Message Tools.
24.3. Notice. Notices to you may be sent via email or regular mail to the address in Trellis’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Trellis or deliver any notice, you can do so at Trellis, Inc., Attn: Legal Department #306-460 Doyle Ave. Kelowna, BC V1Y 0C2 or via email to email@example.com.
25. Miscellaneous Terms
25.1. Assignment. We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
25.2. Entire Agreement. Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Trellis and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Trellis on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Trellis relating to a specific account.
25.3. Applicable Law and Jurisdiction, These shall be interpreted in accordance with and governed by the laws of the Province of British Columbia which shall be the proper law of this Agreement, and the courts of such Province shall have authority and jurisdiction regarding the enforcement hereof.
25.4. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use and publish those ideas and materials for any purpose, without compensation to you.
25.5. Third Party Websites; Linked Accounts; Third Party Offers. The Services may provide, or Users may provide, links to other Internet websites or resources. Because Trellis has no control over such websites and resources, you acknowledge and agree that Trellis is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Trellis partners or third party service providers.
25.6. No Waiver. Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective.
25.7. Enforceability. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary the other provisions of these Terms remain in full force and effect.
25.8. Sections. Section titles in these Terms are for convenience and have no legal or contractual effect.
25.9. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms.
25.10. Assignment. We may freely assign any of our rights and obligations under these Terms.