Legal
Website Terms of Use
And Upperhand Club Member Agreement
IMPORTANT! YOUR ACCESS TO THE WEBSITE AND YOUR PARTICIPATION AS A
MEMBER OF THE UPPERHAND CLUB IS SUBJECT TO THESE LEGALLY BINDING
TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND
CONDITIONS BEFORE PROCEEDING. ACCESSING THE WEBSITE IN ANY WAY, SUCH
AS BY HYPER-LINKING, ENTERING INFORMATION INTO ANY FORMS, SUBMITTING
ANY INFORMATION TO THE UPPERHAND CLUB, AND BY CLICKING THE “I ACCEPT”
BUTTON ASSOCIATED WITH THE MEMBERSHIP APPLICATION, IS THE EQUIVALENT
OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND
CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE CLICK ON
THE “EXIT” BUTTON BELOW.
The Website Legal Terms and Disclaimer (the Agreement) is an agreement between you (“You”)
and Trinity East Investments Inc. (the “Company”). The Company owns and operates the Website
through the uniform resource locator (URL) www.upperhandclub.com (the “Website”) and the
Upperhand Club (the “Club”).
“We” and “Us” means both You and the Company. The effective date of this Agreement is when
You accept or are deemed to accept this Agreement in accordance with the procedure set out in this
Agreement.
You expressly consent to the exchange of information and documents between Us electronically
over the Internet or by e-mail, at such address provided by you through the Website or provided by
the Company from time to time, and that this electronic Agreement shall be the equivalent of a
written and executed paper agreement between Us.
1)
reports, data, databases, graphics, interfaces, web pages, text, files, software, product names,
company names, trade-marks, logos and trade names contained on the Website (collectively
the “Content”) including the manner in which the Content is presented or appears and all
information relating to it, are the property of their respective owners as indicated, the
Company or its licensors, as the case may be.
2)
license to access, read and download the Content.
3)
a) distribute the Content for any purpose including, without limitation, compiling an
internal database, redistributing or reproduction of the Content by the press or media or
through any commercial network, cable or satellite system; or
Ownership And Copyright. You acknowledge that any and all information, content,Permitted Use. The Company hereby grants to You a personal, non-transferable and nonexclusive
Company. Your participation with such third parties, however, will be governed by this
Agreement and by any other written Agreements in effect between You and such third
parties.
c) Also, the Website may contain links to other sites. The Company does not assume
responsibility for the accuracy or appropriateness of the information, data, opinions,
advice, or statements contained at such sites, and when You access such sites, You are
doing so at Your own risk. In providing links to the other sites, the Company is in no
way acting as a publisher or disseminator of the material contained on those other sites
and does not seek to monitor or control such sites. A link to another site should not be
construed to mean that the Company is affiliated or associated with same.
d) THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY OF THE
CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPER-LINKS TO OR
CONTENT FOUND, ON OTHER WEBSITES.
e) The mention of another party or its product or service on the Website should not be
construed as an endorsement of that party or its product or service.
f) The Company will not be responsible for any damages You or any third-party may
suffer as a result of the transmission, storage or receipt of confidential or proprietary
information that You make or that You expressly or implicitly authorize the Company to
make, or for any errors or any changes made to any transmitted, stored or received
information.
g) You are solely responsible for the retrieval and use of the Content. You should apply
Your own judgment in making any use of any Content, including, without limitation, the
use of the information as the basis for any conclusions or as a basis for Your making, or
requesting the Company to make on Your behalf, any travel or other vacation
arrangements.
h) THE CONTENT MAY NOT BE ACCURATE, UP TO DATE, COMPLETE OR
UNTAMPERED, AND IS NOT TO BE RELIED UPON.
i) THE CONTENT IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL
PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A
RECOMMENDATION FOR ANY SPECIFIC PRODUCT OR SERVICE, USE OR
COURSE OF ACTION. THE CONTENT ON THE WEBSITE IS NOT INTENDED TO
BE USED AS A SUBSTITUTE OF ANY KIND FOR PROFESSIONAL ADVICE.
j) Except as expressly provided in this Agreement or otherwise in writing by the Company,
the Website and all Content, products, services (including towards members of the Club)
and software shown or described on the Website or made available through the Website
are provided “as is” without any representation, warranties, guarantees or condition, of
any kind, whether express or implied, statutory or otherwise, including but not limited to
warranties as to uninterrupted or error free operation, availability, accuracy, suitability,
privacy, security, merchantability, quality, title, non-infringement or fitness for any
particular purpose, or those arising out of a course of dealing or usage of trade.
k) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS,
SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES
EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES,
HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR
LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY
OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
l) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS,
SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES,
BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA
CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS;
TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD-PARTY
WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD-PARTY
CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY
YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS;
LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING
COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR
INABILITY TO USE THE WEBSITE OR THE CONTENT; ANY OTHER WEBSITE
ACCESSED TO OR FROM THE WEBSITE; OR EVENTS BEYOND THE
REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR
ANY OF ITS LAWFUL AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
m) IN NO CASE WILL THE COMPANY’S, ITS AFFILIATES’, AGENTS’, LICENSORS’,
SUPPLIERS’, AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND
EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE
WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE
FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS
AGREEMENT TO ACCESS THE WEBSITE, IN THE YEAR IN WHICH THE
CLAIM AROSE.
n) THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON
THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT
NOTICE TO YOU. THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT
OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR
OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR
UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE
WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY
BE ILLEGAL IS PROHIBITED.
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
7) Travel
a) In requesting and receiving the Services from time to time you may travel to foreign
countries. Travel is, by its very nature, unpredictable. While the Company and the Club
will make best efforts to ensure that your trip is enjoyable and rewarding, there is no
guarantee that unpleasant events won’t happen or that your trip will be exactly as You
expected before setting out. You agree that You will not hold the Company responsible
for any problems you might experience in traveling anywhere, and You will not bring
any claims or threaten any claims against the Company or the Club, and You fully and
forever release the Company and the Club from any claims or threatened claims of any
nature arising from Your participation in the Club or from any of Your travel activities.
b) You acknowledge that You are of good health, that you have consulted with Your own
medical professionals and have obtained all required inoculations, illness advisories, and
therapeutic advisories of every necessary nature having due regard to your personal
circumstance, and that the Company will not be responsible for any illness or injury You
sustain while traveling in any way.
8. Fees
a) You agree to promptly and faithfully pay any fees required by the Company in respect of
either your membership in the Club or any travel arrangements requested by you.
Interest will accrue on outstanding amounts owing by You to the Company at the rate of
18% per year, compounded monthly.
b) All fees paid by You to the Company are non-refundable.
9)
Termination.
a) This Agreement is effective until terminated by the Company, with or without cause, in
the Company’s sole and unfettered discretion. The Company may terminate this
Agreement without notice to You if You fail to comply with any of its terms. Any such
termination by the Company shall be in addition to and without prejudice to such rights
and remedies as may be available to the Company, including injunction and other
equitable remedies.
b) The disclaimers, limitations on liability, ownership, termination, interpretation, Your
license to the Company, Your warranty and the indemnity provisions of this Agreement
shall survive the termination or expiry of this Agreement.
10)
agents, suppliers, affiliates and their respective directors and employees against all actions,
proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever
(including legal and other fees and disbursements) sustained, incurred or paid by the
Company directly or indirectly in respect of:
a) any information or other content You provide on or through the Website or which is sent
to the Company by e-mail or other correspondence;
b) Your use or misuse of the Content or the Website, including without limitation
infringement claims; or
c) Your participation in the Club.
11)
without further notice to You provided that all such alterations and amendments will not be
in effect until the Company publishes them on the Website.
12)
content) are physically located within the Province of British Columbia, Canada. This
Indemnity. You agree at all times to indemnify, defend and hold harmless the Company, itsAlteration. This Agreement may be altered and amended by the Company from time to time
a) This Agreement is effective until terminated by the Company, with or without cause, in
the Company’s sole and unfettered discretion. The Company may terminate this
Agreement without notice to You if You fail to comply with any of its terms. Any such
termination by the Company shall be in addition to and without prejudice to such rights
and remedies as may be available to the Company, including injunction and other
equitable remedies.
b) The disclaimers, limitations on liability, ownership, termination, interpretation, Your
license to the Company, Your warranty and the indemnity provisions of this Agreement
shall survive the termination or expiry of this Agreement.
10)
agents, suppliers, affiliates and their respective directors and employees against all actions,
proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever
(including legal and other fees and disbursements) sustained, incurred or paid by the
Company directly or indirectly in respect of:
a) any information or other content You provide on or through the Website or which is sent
to the Company by e-mail or other correspondence;
b) Your use or misuse of the Content or the Website, including without limitation
infringement claims; or
c) Your participation in the Club.
11)
without further notice to You provided that all such alterations and amendments will not be
in effect until the Company publishes them on the Website.
12)
content) are physically located within the Province of British Columbia, Canada. This
Indemnity. You agree at all times to indemnify, defend and hold harmless the Company, itsAlteration. This Agreement may be altered and amended by the Company from time to time
Agreement will be governed by the laws of the Province of British Columbia and the federal
laws of Canada applicable in that province, and shall be treated in all respects as a British
Columbia contract, without reference to the principles of conflicts of law. In the event of a
dispute, You agree to submit to the exclusive jurisdiction of the British Columbia courts.
You agree to waive any right You may have to: (i) a trial by jury; and (ii) commence or
participate in any class action against Company related to the Website, the Content, the
Club, or this Agreement and, where, applicable. You also agree to opt out of any class
proceedings against either the Company or its licensors. We have required that this
Agreement and all documents relating thereto be drawn-up in English.
demandé que cette convention ainsi que tous les documents qui s’y rattachent soient
rédigés en anglais.
Nous avons
13)
are for convenience of reference only and shall not affect the construction or interpretation
of this Agreement. In this Agreement, words importing the singular number include the
plural and vice versa, words importing gender include all genders; and words importing
persons include individuals, sole proprietors, partnerships, corporations, trusts and
unincorporated associations. All references to money amounts in this Agreement, unless
otherwise specified, are in Canadian dollars.
14)
with its terms, and any and all other legal notices and policies on the Website, constitute the
entire agreement between You and the Company with respect to the use of the Website and
the Content, and with respect to your membership in the Club.
15)
Agreement at any time by posting amendments on the Website. You are responsible for
periodically reviewing the amendments on the Website and You are deemed to be aware of
such amendments. If You do not agree to the amended terms and conditions, You shall
immediately stop using the Website and cancel Your membership in the Club. Access to the
Website or use of the Website after any amendments have been posted shall constitute Your
acknowledgement and acceptance of the amended terms and conditions. No supplement,
modification or amendment to this Agreement and no waiver of any provision of this
Agreement shall be binding on the Company unless executed by the Company in writing.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision (whether or not similar) nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
16)
jurisidiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and
shall otherwise be enforced to the maximum extent permitted by law, all without affecting
the remaining provisions of this Agreement or affecting the legality, validity or
enforceability of such provision in any other jurisdiction.
17)
and our respective successors and permitted assigns. You acknowledge having read this
Agreement before accepting it, having the authority to accept this Agreement and having
received a copy of this Agreement.
Interpretation. The division of this Agreement into sections and the insertion of headingsEntire Agreement. This Agreement as it may be amended from time to time in accordanceAmendment and Waiver. The Company reserves the right, in its discretion, to amend thisSeverability. Any provision of this Agreement which is held by a court of competent
© Trinity East Investments Inc., 2009, Vancouver, British Columbia. “Upperhand Club” is the
trade-mark of Trinity East Investments Inc.
* * * * *
b) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate,
transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt,
loan, rent, lease, assign, share, outsource, host, publish, make available to any person or
otherwise use, either directly or indirectly, the Content in whole or in part, in any form
or by any means whatsoever, be they physical, electronic or otherwise. You shall not
permit, allow or do anything that would infringe or otherwise prejudice the proprietary
rights of the Company or its licensors or allow any third-party to access the Content. The
restrictions set out in this Agreement shall not apply to the limited extent the restrictions
are prohibited by applicable law.
4)
License To Use Your Information.
a) THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND
TRANSACTIONS ON THE WEBSITE OR ON THE INTERNET WILL BE
MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE WEBSITE,
EMAIL GENERALLY, AND THE CONTENT IS AT YOUR OWN RISK AND THE
COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO
THE CONTENT, YOUR USE OF THE WEBSITE OR THE RECEIPT, STORAGE,
TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.
b) The Website and its Content are not to be construed as a form of promotion or an offer
to sell any specific product or service. In Your becoming a member of the Club you
acknowledge that the Company and the Club may provide you with certain consultation
and concierge-type services (the “
from time to time, however any specific travel arrangements that might be made for You
and on Your behalf will be made and provided by third parties who are not the
Services”) in respect of travel arrangements for You
Company. Your participation with such third parties, however, will be governed by this
Agreement and by any other written Agreements in effect between You and such third
parties.
c) Also, the Website may contain links to other sites. The Company does not assume
responsibility for the accuracy or appropriateness of the information, data, opinions,
advice, or statements contained at such sites, and when You access such sites, You are
doing so at Your own risk. In providing links to the other sites, the Company is in no
way acting as a publisher or disseminator of the material contained on those other sites
and does not seek to monitor or control such sites. A link to another site should not be
construed to mean that the Company is affiliated or associated with same.
d) THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY OF THE
CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPER-LINKS TO OR
CONTENT FOUND, ON OTHER WEBSITES.
e) The mention of another party or its product or service on the Website should not be
construed as an endorsement of that party or its product or service.
f) The Company will not be responsible for any damages You or any third-party may
suffer as a result of the transmission, storage or receipt of confidential or proprietary
information that You make or that You expressly or implicitly authorize the Company to
make, or for any errors or any changes made to any transmitted, stored or received
information.
g) You are solely responsible for the retrieval and use of the Content. You should apply
Your own judgment in making any use of any Content, including, without limitation, the
use of the information as the basis for any conclusions or as a basis for Your making, or
requesting the Company to make on Your behalf, any travel or other vacation
arrangements.
h) THE CONTENT MAY NOT BE ACCURATE, UP TO DATE, COMPLETE OR
UNTAMPERED, AND IS NOT TO BE RELIED UPON.
i) THE CONTENT IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL
PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A
RECOMMENDATION FOR ANY SPECIFIC PRODUCT OR SERVICE, USE OR
COURSE OF ACTION. THE CONTENT ON THE WEBSITE IS NOT INTENDED TO
BE USED AS A SUBSTITUTE OF ANY KIND FOR PROFESSIONAL ADVICE.
j) Except as expressly provided in this Agreement or otherwise in writing by the Company,
the Website and all Content, products, services (including towards members of the Club)
and software shown or described on the Website or made available through the Website
are provided “as is” without any representation, warranties, guarantees or condition, of
any kind, whether express or implied, statutory or otherwise, including but not limited to
warranties as to uninterrupted or error free operation, availability, accuracy, suitability,
privacy, security, merchantability, quality, title, non-infringement or fitness for any
particular purpose, or those arising out of a course of dealing or usage of trade.
k) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS,
SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES
EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES,
HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR
LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY
OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
l) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS,
SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES,
BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA
CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS;
TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD-PARTY
WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD-PARTY
CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY
YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS;
LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING
COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR
INABILITY TO USE THE WEBSITE OR THE CONTENT; ANY OTHER WEBSITE
ACCESSED TO OR FROM THE WEBSITE; OR EVENTS BEYOND THE
REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR
ANY OF ITS LAWFUL AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
m) IN NO CASE WILL THE COMPANY’S, ITS AFFILIATES’, AGENTS’, LICENSORS’,
SUPPLIERS’, AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND
EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE
WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE
FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS
AGREEMENT TO ACCESS THE WEBSITE, IN THE YEAR IN WHICH THE
CLAIM AROSE.
n) THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON
THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT
NOTICE TO YOU. THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT
OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR
OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR
UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE
WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY
BE ILLEGAL IS PROHIBITED.
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
a) With the exception of personal information, You hereby grant to the Company the
perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable
license to run, display, copy, reproduce, publish, bundle, distribute, market, create
derivative works of, adapt, translate, transmit, arrange, modify, sub-license, export,
merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any
person or otherwise use, any information or other content You provide on or through the
Website or which is sent to the Company by e-mail or other correspondence, including
without limitation, any ideas, concepts, inventions, know-how, techniques or any
intellectual property contained therein, for any purpose whatsoever. The Company shall
not be subject to any obligations of confidentiality regarding any such information
unless specifically agreed by the Company in writing or required by law. You represent
and warrant that you have the right to grant the license set out above.
5)
monitor your use of the website and collect, store, use and disclose to other service providers
who provide services to the Club and its members, personal information about You for the
purpose of facilitating your membership in the Club or for the purpose of providing and
improving services to members of the Club generally, and You hereby consent to such
collection, storage, use and disclosure and waive any right of privacy You may have. The
Company will not ever sell Your personal information.
6)
Personal Information. The Company may from time to time, but is not obligated to,
