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 I accept the terms and conditions of the Epicurean Experiential Program Partnership Agreement.

By accepting the terms and conditions of the Epicurean Experiential Program Partnership Agreement, you acknowledge that you have read and understood the following Agreement and agree to be bound by its terms and conditions.

EPICUREAN EXPERIENTIAL PROGRAM PARTNERSHIP AGREEMENT

 

BETWEEN: THE BARREL HUNTER CLUB INC., a corporation duly incorporated under the Canada Business Corporations Act, having its registered office located at 330, 5th Avenue SW, Suite 1800, in the City of Calgary, Province of Alberta, T2P 0L4, herein represented by its President, Mr. David Racicot, duly authorized to act for the purposes hereof as he declares;
(hereinafter referred to as the “Corporation”)
AND: You;
(hereinafter referred to as the “Partner”)
(the Corporation and the Partner hereinafter 

referred to as the “Parties”)

 

PREAMBLE

 

WHEREAS the Corporation operates an exclusive 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 Corporation facilitates networking opportunities by making its network of partners available to the Partner as part of the Program (as defined below), enabling engagement with key industry leaders, enhancing brand visibility through exclusive events and tailored sponsorship opportunities, as well as offering a strategic platform to foster valuable connections;

 

WHEREAS the Partner must join the Epicurean Experiential Program of the Corporation (the “Program”) in order to take part in the Activities and to purchase the Products;

 

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

 

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

 

  • PREAMBLE


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

 

 

  • INTERPRETATION

 

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

 

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

 

  1. “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;

 

  1. BHC Masterclasses” means the exclusive and personalized tasting experiences organized by the Corporation, featuring exclusive wines and spirits; 

 

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

 

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

 

  1. “Partnership” has the meaning ascribed to it in paragraph 3.1 hereof;

 

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

 

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

 

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

 

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

 

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

 

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

 

  • PARTNERSHIP

 

  1. Partnership – The Corporation hereby enables the Partner to join the Program for the term of this Agreement and under the terms and conditions set forth herein (the “Partnership”). 
  • ANNUAL PARTNERSHIP FEE

 

  1. Annual Partnership Fee – The Partner shall pay an annual Partnership fee, the amount of which shall depend on the chosen payment option, plus any applicable taxes (the “Fee”). As detailed on the Website, the Fees associated with the Program are as follows:

 

Partnership Program Monthly Payment Option

(Before Taxes)

Annual Payment Option 

(Before Taxes)

The Epicurean $399.00
(Annual Total: $4,788.00)
$4,299.00

Monthly payments are based on a twelve (12) months commitment. Partners opting for monthly payments agree to be billed automatically each month for the duration of the Term. 

 

Subject to the terms set forth in Section 11 hereof, such Fee is non-refundable and does not include any Product to be purchased by the Partner.

 

  • TERM


  • 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”).

 

  1. Renewal – Within thirty (30) days preceding each anniversary of the Effective Date, the Corporation shall issue an invoice to the Partner for the renewal of the Partnership for an additional Term. Accordingly, the Agreement shall be automatically renewed upon payment of the Partnership Fee.

 

  1. Program Activation Period – The activation of the Program shall become effective as of the Effective Date. Notwithstanding the foregoing, access to the BHC Masterclasses and exclusive Products shall become available four (4) weeks following the Effective Date. Any request for an expedited deployment below this standard timeframe shall result in a fifteen percent (15%) increase in the Fee.

 

  • ADDITIONAL CONSIDERATIONS FOR BHC MASTERCLASSES AND EVENTS

 

  1. Geographic Scope of Activities – The Corporation shall organize and facilitate events, including BHC Masterclasses, throughout Canada.

 

  1. Local Deployment – No travel expenses shall be charged to the Partner for events taking place within a thirty-kilometer (30 km) radius of the Greater Toronto Area (GTA) or the city of Montreal.

 

  1. Extended Deployment and Travel Expenses – For events held outside the designated thirty-kilometer (30 km) radius, the Partner shall bear all travel-related expenses incurred by the Corporation. Such expenses shall include, without limiting the generality of the foregoing, premium transportation and accommodations (such as first-class flights or other upgraded travel arrangements necessary to comply with the Corporation’s internal policies or operational standards). 

 

In this regard, all such expenses incurred by the Corporation shall be reimbursed by the Partner at actual cost, plus an administrative surcharge of twenty percent (20%).

 

  1. Logistics Coordination Fee – A logistics coordination fee in the amount of three hundred and fifty dollars ($350.00) shall be applicable to any event that requires complex logistical planning, extended preparation, or specialized setup, at the sole discretion of the Corporation. Such fee shall be invoiced separately and shall be payable within thirty (30) days from the date of invoice issuance.

 

  1. General Provision – The Corporation shall use commercially reasonable efforts to accommodate all deployment requests from the Partner, subject to availability, logistical feasibility, and compliance with applicable laws and regulations. The Corporation reserves the right to decline any deployment request that is deemed unfeasible or inconsistent with its internal policies and operational constraints.

 

  • OBLIGATIONS

 

  1. Obligations of the Partner – The Partner undertakes to comply at all times with the terms and conditions of this Agreement and to fulfill all obligations under the Partnership, including but not limited to:

 

  1. Comply with the Terms and Conditions and the Privacy Policy;

 

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

 

  1. Comply with all current and future policies and guidelines of the Corporation relating to the Program and the Partnership; and 

 

  1. As part of the Partnership 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.

 

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

 

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

 

  1. Provide necessary support to the Partner when required.

 

  • REPRESENTATIONS AND WARRANTIES


  • Representations and Warranties of the Partner – As of the Effective Date, the Partner 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:


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

 

  1. The Partner 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.

 

  • INDEMNIFICATION


  • Indemnification – The Partner 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.

 

 

  • LIMITATION OF LIABILITY


  • 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 Partner 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.


  • Release – The Partner 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 Partnership, for which the Corporation has limited its liability under this Agreement.

 

 

  • TERMINATION OF PARTNERSHIP


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


  • At any time, upon receipt by the Corporation of a written notice from the Partner stating his intention to terminate the Agreement;


  • On expiry of the Term, if the Partner does not renew the Partnership in accordance with the terms and conditions set forth herein; and


  • 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 Partner as a Fee shall not be reimbursed, except as expressly provided under Section 11 of this Agreement.

 

  • SATISFACTION POLICY


  • Satisfaction Guarantee – As part of its satisfaction guarantee, the Corporation is committed to providing a Partnership experience that meets the expectations of the Partner. If the Partner is not completely satisfied with its experience, the Corporation may, at its sole discretion, accommodate the Partner by offering a corrective solution or terminate the Agreement in accordance with the provisions outlined below.


  • Early Termination – Subject to the following, in the event the Corporation agrees to terminate the Agreement prior to the end of the Term, the Partner shall be entitled to a credit on a pro rata basis for the number of full months remaining between the effective date of termination and the end of the Term.

 

Notwithstanding the foregoing, if more than six (6) months remain between the effective date of termination and the end of the Term, the following conditions shall apply, so that such credit shall be limited to an amount equivalent to the pro rata Fees for six (6) months:

    1. Annual Payment Option: A credit equivalent to a maximum of fifty percent (50 %) of the total Fee paid for the Term shall be issued to the Partner, regardless of the number of full months remaining; and
  • Monthly Payment Option: The Partner shall continue to be charged for the number of full months remaining between the effective date of termination and six (6) months prior to the end of the Term. No further payments shall be required after this period.

 

 

  • RELATIONSHIP BETWEEN THE PARTIES


  • INDEPENDENT CONTRACTORS – The Parties acknowledge that the relationship between them created pursuant to this Agreement is that of independent contractors. At no time shall this Agreement be construed as creating, between the Parties, a partnership, a joint venture, a relationship of subordination or employment, or any other type of relationship between the Parties that is not expressly recognized herein. Furthermore, no Party has been granted any implied or express authority to create obligations or bind the other Party in any manner whatsoever. Additionally, the Parties acknowledge that the employees of one Party shall not be deemed to be employees of the other, and that each Party shall be solely responsible for the payment of any amounts that may be due to its respective employees.
  • MISCELLANEOUS


  • 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 Partner

To the email address entered by the Partner hereinabove

 

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 other from time to time thereafter.

 

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


  • 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.


  • 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.


  • 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.


  • 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.

 

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:

 

PREAMBLE


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

 

 

INTERPRETATION

 

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

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

“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;

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

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

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

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

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

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

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

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

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

 

MEMBERSHIP

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”). 

 

COSTS

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

 

Membership Programs Monthly Payment Option

(Before Taxes)

Annual Payment Option 

(Before Taxes)

The Explorer $169.00 monthly 

(Annual Total: $2,028.00)

$1,825.00
The Epicurean $399.00
(Annual Total: $4,788.00)
$4,299.00
The Executive $839.00

(Annual Total: $10,068.00)

$9,059.00

Monthly payments are based on a twelve (12) months commitment. Members opting for monthly payments agree to be billed automatically each month for the duration of the Term. 

 

Subject to the terms set forth in Section 11 hereof, such Fee is non-refundable and does not include any merchandise or experience to be purchased by the Member.

 

TERM

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”).

 

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

 

OBLIGATIONS

 

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:

 

Comply with the Terms and Conditions and the Privacy Policy;

 

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

 

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

 

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.

 

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

 

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

 

Provide necessary support to the Member when required.

 

REPRESENTATIONS AND WARRANTIES


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:


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

 

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.

 

INDEMNIFICATION


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.

 

 

LIMITATION OF LIABILITY


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.


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.

 

 

TERMINATION OF MEMBERSHIP


Termination – This Agreement shall terminate in the following cases:


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


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


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, except as expressly provided under Section 11 of this Agreement.

 

SATISFACTION POLICY


Satisfaction Guarantee – As part of its satisfaction guarantee, the Corporation is committed to providing a Membership experience that meets the expectations of the Member. If the Member is not completely satisfied with its experience, the Corporation may, at its sole discretion, accommodate the Member by offering a corrective solution or terminate the Agreement in accordance with the provisions outlined below.


Early Termination – Subject to the following, in the event the Corporation agrees to terminate the Agreement prior to the end of the Term, the Member shall be entitled to a credit on a pro rata basis for the number of full months remaining between the effective date of termination and the end of the Term.

 

Notwithstanding the foregoing, if more than six (6) months remain between the effective date of termination and the end of the Term, the following conditions shall apply, so that such credit shall be limited to an amount equivalent to the pro rata Fees for six (6) months:

Annual Payment Option: A credit equivalent to a maximum of fifty percent (50 %) of the total Fee paid for the Term shall be issued to the Member, regardless of the number of full months remaining; and

Monthly Payment Option: The Member shall continue to be charged for the number of full months remaining between the effective date of termination and six (6) months prior to the end of the Term. No further payments shall be required after this period.

 

MISCELLANEOUS

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 hereinabove

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 thereafter.

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


  • 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.


  • 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.


  • 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.


  • 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.

 

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