Membership Agreement

PREAMBLE

WHEREAS the Corporation operates an exclusive membership club for discerning wine, spirits and food enthusiasts (the “Activities”) in compliance with applicable laws and regulations;

WHEREAS the Corporation promotes products and related services and experiences (collectively the “Products”) on its Website (as defined below), in the course of its Activities;

WHEREAS the Member must join the membership program of the Corporation (the “Program”) in order to take part in the Activities and to purchase the Products;

WHEREAS the Member wishes to join the Program under the terms of this Agreement;

FOR THESE PURPOSES, THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:

1. PREAMBLE

1.1 Preamble – The preamble and the appendices, as the case may be, form an integral part of this Agreement.

2. INTERPRETATION

2.1 Definitions – Unless otherwise specified, the following words and expressions shall have the meanings ascribed to them in this Agreement as follows:

2.1.1 “Activities” has the meaning ascribed to it in the preamble hereof;

2.1.2 “Agreement” means this Agreement, including any documentation attached to this Agreement, and any amendments that may be made from time to time by the Parties on a unanimous basis, and generally refers to the entire Agreement rather than to any part of the Agreement unless otherwise specified in the text;

2.1.3 “Effective Date” means the date on which the payment of the Fee is performed;

2.1.4 “Fee” has the meaning ascribed to it in paragraph 4.1 hereof;

2.1.5 “Membership” has the meaning ascribed to it in paragraph 3.1 hereof;

2.1.6 “Privacy Policy” means the privacy policy available on the Website, as amended from time to time;

2.1.7 “Products” has the meaning ascribed to it in the preamble hereof;

2.1.8 “Program” has the meaning ascribed to it in the preamble hereof;

2.1.9 “Term” has the meaning ascribed to it in paragraph 5.1 hereof;

2.1.10 “Terms and Conditions” means the terms and conditions available on the Website, as amended from time to time; and

2.1.11 “Website” means the Internet website operated by the Corporation (barrelhunterclub.com).

3. MEMBERSHIP

3.1 Membership – The Corporation hereby enables the Member to join the Program for the term of this Agreement and under the terms and conditions set forth herein (the “Membership”).

4. COSTS

4.1 Membership Fee – The Member shall pay an annual membership fee, the amount of which shall depend on the chosen membership program, plus any applicable taxes (the “Fee”). As detailed on the Website, the Fees associated with each membership are as follows:

Such Fee is non-refundable and does not include any merchandise or experience to be purchased by the Member.

5. TERM

5.1 Term – Subject to termination as herein set forth, the Agreement shall be in full force and effect as of the Effective Date and shall be for a term of twelve (12) months from that date (the “Term”).

5.2 Renewal – The Agreement is automatically renewed upon payment of the Membership Fee.

6. OBLIGATIONS

6.1 Obligations of the Member – The Member undertakes to comply at all times with the terms and conditions of this Agreement and to fulfill all obligations under the Membership, including but not limited to:

6.1.1 Comply with the Terms and Conditions and the Privacy Policy;

6.1.2 Comply with all applicable laws and regulations namely the ones related to the importation, purchase and/or consumption of alcohol;

6.1.3 Comply with all current and future policies and guidelines of the Corporation relating to the Program and the Membership; and

6.1.4 As part of the Membership and in any way related to or in connection with the Activities and Products, refrain from engaging in any activities that could harm the reputation of the Program or the Corporation.

6.2 Obligations of the Corporation – The Corporation undertakes to let the Member access the Program and to fulfill its obligations, which are as follows:

6.2.1 Provide the agreed services under this Agreement, which services are more fully detailed on the Website; and

6.2.2 Provide necessary support to the Member when required.

7. REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the Member – As of the Effective Date, the Member represents and warrants to the Corporation as follows, and acknowledges that the Corporation relies on such representations and warranties and that the Corporation would not have entered into this Agreement without such representations and warranties:

7.1.1 The Member has the legal capacity to enter into this Agreement and to perform his or her obligations hereunder; and

7.1.2 The Member is of the legal drinking age in his or her province or territory of residence and in the province or territory where he or she requests the shipment of alcoholic beverages.

8. INDEMNIFICATION

8.1 Indemnification – The Member undertakes to defend and indemnify the Corporation, and its directors, officers, and employees, and hold them harmless, against any losses, liabilities, claims, expenses in any way arising from, related to or in connection with his or her violation of the terms of this Agreement and/or any applicable laws and regulations.

9. LIMITATION OF LIABILITY

9.1 Disclaimer – The Corporation is not responsible or liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever arising out of or in any way connected with the breach by the Member of any of his or her obligations under this Agreement. The Corporation is not responsible or liable for any damages related to the purchase, consumption, shipping or delivery of Products through third-party partners promoted on its Website.

9.2 Release – The Member undertakes to give full and final release to the Corporation and its officers, directors and employees, regarding any damages arising out of or in any way connected with the Membership, for which the Corporation has limited its liability under this Agreement.

10. TERMINATION OF MEMBERSHIP

10.1 Termination – This Agreement shall terminate in the following cases:

10.1.1 At any time, upon receipt by the Corporation of a written notice from the Member stating his intention to terminate the agreement;

10.1.2 On expiry of the Term, if the Member does not renew the Membership in accordance with the terms and conditions set forth herein; and

10.1.3 In the event of dissolution of the Corporation or cessation of its Activities for any reason whatsoever.

For greater certainty, the Parties covenant that in the event that the Agreement is terminated before the end of the Term, in accordance with the terms and conditions set forth above, any amount paid by the Member as a Fee shall not be reimbursed.

11. MISCELLANEOUS

11.1 Notices – Any notice or communication under this Agreement must be in writing and shall be validly given if sent by email to the following addresses:

For the Corporation
The Barrel Hunter Club Inc.
C/O Mr. David Racicot
Email: dracicot@barrelhunterclub.com

For the Member
To the email address entered by the Member here in above

Any communication shall be sent to the address of the addressee mentioned above or to any other address of which a party may inform the others from time to time there after.

11.2 Transferability – The rights and obligations of the Member under the Agreement may not be shared, transferred or assigned to anyone else.

11.3 Governing Law– This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein; only the courts of Ontario shall have jurisdiction.

11.4 Entire Agreement– This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between them with respect to the matters addressed herein. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

11.5 Amendments and Waivers– No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless provided in the written waiver, shall be limited to the specific breach waived.

11.6 Severability– If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.