WineOnline Terms and Conditions
Terms of Service for all Provinces in Canada
And a summary of the Terms and Conditions of the Wineonline Wine Club Membership Agreement
Welcome to the Internet site of WineOnline.ca (the “Website”), operated by WineOnline Marketing Company Ltd.(referred to herein as the “Company”, "we," "us," or "our") and to the Wineonline Wine Club. We also provide software and web-based solutions to manufacturers, agents and distributors of wine in all Canadian provinces.
PLEASE NOTE THAT YOUR USE OF THE WEBSITE AND MEMBERSHIP IN THE WINELINE WINE CLUB IS SUBJECT TO THE FOLLOWING TERMS ("TERMS OF SERVICE") AND MORE PARTICULARLY IN APPLICABLE CASES, THE WINEONLINE WINE CLUB MEMBERSHIP AGREEMENT. THESE TERMS AND CONDITIONS COMPRISE AN AGREEMENT BETWEEN USERS OF THE WEBSITE AND/OR WINELINE WINE CLUB MEMBERS, AND WINEONLINE.CA (THIS “AGREEMENT”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE OR ANY INFORMATION OR MATERIALS CONTAINED ON THE WEBSITE. YOUR USE OF THE WEBSITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. THE TERMS OF SERVICE MAY BE UPDATED BY WINEONLINE.CA FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. YOUR CONTINUED USE OF THE WEBSITE OR ORDERING OF WINE THROUGH THE WINEONLINE WINE CLUB INDICATES ACCEPTANCE OF ANY MODIFICATIONS TO THE TERMS OF SERVICE. IN THE EVENT OF CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND THE WINEONLINE WINE CLUB MEMBERSHIP AGREEMENT ONCE ACCEPTED BY YOU, THE LATTER SHALL PREVAIL.
How We Operate
The Company holds a Licence to Represent a Manufacturer #LRM1027080 dated February 6, 2018 and renewed bi-annually, as issued by the Alcohol and Gaming Commission of Ontario (the “AGCO”) for our representation of each of the vintners depicted on the Website, and carries on business to the public as “WineOnline.ca”. We offer for sale, and deliver wine to you purchased through the Consignment Program operated by the Private Ordering provisions of the Liquor Control Board of Ontario (“LCBO”), and/or directly from the domestic wineries we represent, and we and our affiliates are authorized by the LCBO as a consignment agent.
Subject to applicable law, LCBO Guidelines define our role and the LCBO’s expectations. As a Manufacturer’s Representative or agent, we do not “sell” wine. Rather, the LCBO regards you, the buyer, to be its customer. We are the intermediary which processes the sale of wine from the LCBO to you. “Processes” means that we represent our manufacturers and assist in the transaction of your purchase from the LCBO. In some cases, information is requested by the LCBO from us for the submission of orders and the LCBO is bound by the Freedom of Information and Protection of Privacy Act, as is WineOnline.ca. Should you ever feel the LCBO has used this information for purposes other than the completion of a sale, please notify WineOnline.ca. In particular, if you are contracted by the LCBO with questions about your purchase history, you are under no obligation to respond and we ask that you notify us immediately.
The wine prices shown on the Website are inclusive of the LCBO sale price, licensee discounts and markups and fees charged by WineOnline.ca. The LCBO sale price is available upon request. All wine is held by the LCBO in its consignment warehouse, or in our represented manufacturer(s) licensed warehouse or facility, until your order is placed. Wine is not available directly from WineOnline.ca nor does WineOnline.ca keep any liquor excepting previously confirmed sales, arranged pick-ups and products in transit (“committed product”) and for market research and/or providing unopened product samples, in accordance with the regulatory terms of its licence.
WineOnline ships Canadian wine to all provinces from our consignment warehouse, or from the licensed warehouse or facility of the domestic and foreign manufacturers which it represents in Canada, to buyers in other Canadian provinces, in accordance with applicable federal and provincial law.
WineOnline ships foreign wine to all provinces pursuant to international trade law, and the various trade treaties between Canada and the respective countries of our foreign manufacturers. Such shipments emanate from Wineonline’s space in the LCBO consignment warehouse, or from a similar facility operated by a licensed wine importation agent used by Wineline. Alternatively or in addition, if at any time our ability to import foreign wine is constrained by lack of space in the LCBO consignment warehouse, or by another logistical or valid commercial reason(s), then committed product from our foreign manufacturer(s) is received in the Alberta Gaming and Liquor Commission (“AGLC”) bonded warehouse through our customs broker, which then oversees shipment to us for delivery to the buyer of the committed product.
The sale of beverage alcohol is heavily regulated. You are responsible for compliance with all applicable laws, particularly in connection with the shipment of liquor, applicable to purchasers and consumers of liquor. You agree not to do any of the following while using the Website:
- Intentionally or unintentionally violate any applicable law or regulation including making an offer to purchase or delivery arrangement for wine by or on behalf of a person not of legal drinking age.
- Access, tamper with, or use nonpublic areas of the Website or WineOnline.ca’s computer systems. Unauthorized individuals attempting to access or tamper with these areas may be subject to prosecution.
- Frame or link to the Website except as permitted in writing by WineOnline.ca.
- Re-sell any wine product.
The Sale of Alcoholic Beverages
WineOnline.ca does not process the sale of liquor to persons under the legal drinking age of the province from which the purchase is made. By using this site you swear and affirm that you or any person to whom you are gifting wine in accordance with our terms and conditions, are of legal drinking age. WineOnline.ca makes every effort to ensure that alcoholic beverages are not delivered to anyone who is under the applicable legal drinking age. By using the Website or by purchasing wine through your Wineonline Wine Club membership, you are acknowledging that the person receiving a shipment of alcoholic beverages from WineOnline.ca is of legal drinking age. If you do not agree with these conditions of use you are prohibited from using the Website or from being a Member of the Wineonline Wine Club. If you intentionally or unintentionally misrepresent your age in order to provide alcohol to a person under the legal drinking age, WineOnline.ca will report the infraction to the AGCO or other applicable provincial liquor regulator, which may prosecute you fully to the extent allowable by law.
Upon delivery, proof of age may be required in the discretion of the delivery agent. The delivery agent will not complete the delivery of liquor to any person who appears intoxicated.
Nor are you permitted to sell wine except in accordance with AGCO regulations, or the regulations of the provincial liquor regulator in which you receive your wine. If your intention is to sell wine for profit, for consumption or otherwise, you may only do so pursuant to a liquor licence issued by the AGCO or by the provincial liquor regulator in the province in which you reside. If your intention is to sell wine for consumption or otherwise at occasional special events only held outside a residence (a “Sale SOP”), or to provide for the consumption of wine at an indoor or outdoor event open to the public (a “Non-Sale SOP”) you may only do so pursuant to a Special Occasion Permit (“SOP”) issued by the AGCO, or equivalent permit issued by the provincial liquor regulator in the province where you reside. IT IS ILLEGAL TO SELL WINE IN OR FROM A PRIVATE RESIDENCE. When selling or providing for the consumption of wine under liquor licence or SOP, you are responsible for the safety and sobriety of the people attending the event as well as for compliance with all applicable laws and regulations.
Third Party Content and Monitoring
Any opinions, advice, statements, services, offers, events or other information or content expressed or made available on this Website by third parties (including information providers and users) are those of the respective author(s) or distributor(s) and not of WineOnline.ca. WineOnline.ca neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this Website by anyone other than authorized WineOnline.ca employees acting in their official capacities.
How we use this information
WineOnline.ca may use the personally identifiable information collected on the website to contact customers regarding products and services offered by WineOnline.ca to the extent the User has agreed to it. We may also use this information for research purposes regarding the effectiveness of our website services, marketing, advertising this information with a third party either for free or by selling it, unless you specifically authorize such disclosures. If you would prefer not to hear from us, we ask that you decline the option of receiving any communication from WineOnline.ca.
Protection of Content Provided by WineOnline.ca and Its Licensors
All text, graphics, logos, icons, images, audio clips and software on the Website ("Site Content") are copyrighted materials owned by or licensed to WineOnline.ca. The Site Content may contain trademarks, service marks and trade names which are owned by or licensed to WineOnline.ca and its affiliates, and may also contain brand and product names which are trademarks, service marks or trade names which are owned by certain third parties. Any Events described in the Site Content may be subject to other intellectual property rights, the exercise of which rights are expressly reserved by WineOnline.ca, its affiliates, or third parties. Unless authorized in writing by an officer of WineOnline.ca, WineOnline.ca's trademarks may not be used in connection with any product or service that is not WineOnline.ca's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits WineOnline.ca.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, frame, mirror, repost, exploit for any commercial purpose, or otherwise use any of the Site Content in any way for any public or commercial purpose without prior written consent of WineOnline.ca or the rights holder. You may not use the Site Content on any other web site or in a networked computer environment for any purpose. . You also may not "mirror" any material contained on the Site on any other server. If you violate any of these terms, your permission to use the Site Content will automatically terminate, you must immediately destroy any copies you have made of the Site Content, and we may end your authorization to use the Website. Nothing contained in the Website shall be construed as conferring any license or right under any copyright, trade secret, patent, trademark or other intellectual property rights ("IP Rights") of WineOnline.ca, its affiliates, or any third party, and, except as provided in these Terms of Service, the exercise of all such IP Rights in the services, products, processes or technologies described in the Site Content are expressly reserved to WineOnline.ca, its affiliates, and/or any third party, as applicable.
Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, the Website pages or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of the Website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on WineOnline.ca’s infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses or malware.
Any unauthorized use of any Site Content will violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations
WineOnline.ca will give you any necessary notices by posting them on the Website. You authorize WineOnline.ca to send notices via electronic mail as well if WineOnline.ca decides, in its sole discretion, to do so. You agree to check the Website for notices, and that you will be considered to have received a notice when it is made available to you by posting on the Website.
Disclaimer of Warranties
ALTHOUGH WINEONLINE.CA ENDEAVORS TO PROVIDE CURRENT, ACCURATE AND RELIABLE INFORMATION ON THE WEBSITE, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE EVENTS OR THE ACCURACY, RELIABILITY OR ANY USE OF INFORMATION ON THE WEBSITE. WINEONLINE.CA DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE, OR THE OPERATION OR FUNCTION OF THE WEBSITE, ANY COMPONENT THEREOF, OR ANY PRODUCTS, SOFTWARE OR SERVICES OFFERED IN CONNECTION THEREWITH, WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT DEFECTS THEREWITH WILL BE CORRECTED; OR THAT THIS SITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIR OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE WEBSITE. WINEONLINE.CA AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE WEBSITE. THE WEBSITE CONTENT PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE.
Limitation of Liability
IN NO EVENT SHALL WINEONLINE.CA AND/OR ITS SUPPLIERS OR PERMITTED REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE USE OR PERFORMANCE OF THE WEBSITE, THE DELAY OR INABILITY TO USE THE WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY EVENTS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WINEONLINE.CA OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS WINEONLINE.CA'S LIABILITY OR YOUR REMEDIES.
It is imperative you take responsibility for the security of your Website name and password. Regardless of the location from which you are using the Website, it is important to log out after your session ends.
Termination of your WineOnline.ca Account
You agree that WineOnline.ca may, with or without cause, immediately terminate your WineOnline.ca account, Wineonline Wine Club membership and/or access to the Website without prior notice or in accordance with the Wineonline Wine Club Agreement. Without limiting the foregoing, the following will lead to a termination by WineOnline.ca of a user's account: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems. Termination of your WineOnline.ca account includes removal of access to all wine offerings, Wineonline Wine Club Membership privileges, and use of the Website. Furthermore, you agree that all terminations shall be made in WineOnline.ca's sole discretion and that WineOnline.ca shall not be liable to you nor any third-party for any termination of your account or access to the Website.
WineOnline.ca shall be excused from performance under this Terms of Service if WineOnline.ca is prevented, forbidden or delayed from performing, or omits to perform, any act or requirement under this Terms of Service by reason of: (a) any provision of any present or future law or regulation, (b) any act or omission of a third party, or (c) any act of God, emergency condition, war, computer or telecommunications failure or other circumstance beyond the control of WineOnline.ca.
If you have any questions about these Terms of Service, please email us at service@WineOnline.ca.
The Wineonlne Wine Club
We accept orders for wine made to us from members of the Wineonline Wine Club (the “Club”), either directly or through the Club. The Club is not offering such wine for sale nor is the Club selling such wine and is not licensed to do so. Rather, we have offered for sale the wine ordered through the Club or directly by Club members, and we sell that wine to you on behalf of the LCBO or licensed winery, as set out above and in the Wineonline Wine Club Membership Agreement.
WINEONLINE WINE CLUB AGREEMENT
AND TERMS AND CONDITIONS
FOR ACCEPTANCE ONLINE
OUR MEMBERSHIP AGREEMENT and OUR TERMS AND CONDITIONS
We thank you for accepting these terms and conditions for our Wine Club by way of your acknowledgement and acceptance on the Wineonline website. Congratulations on your joining one of the best wine recommendation, procurement, selection, purchasing, and delivery service available in Canada today. You are shortly to become a Member of a group of sophisticated wine-lovers who share a common interest in fine and rare wines and who have all appointed us as their agent.
This letter will explain the basis on which we operate and will confirm your agreement to become a Member of the Wineonline Wine Club (the "Club") for the Club to purchase wine on your behalf and deliver it to you.
The terms and conditions by which the Club operates are set out below, and were accepted by you as a condition of purchasing wine.
(a) "Club" means Wineonline Marketing Company Ltd., an Ontario corporation, which holds a manufacturer’s representative licence from the Alcohol and Gaming Commission of Ontario (“AGCO”) ") dated February 6, 2018 and renewed bi-annually.
(b) "Delivery Address" is the address of the Member's residence or place of business (if a Personal Membership) or the Member's place of business (if a Shared Membership), as provided by the Member and as accepted by the Club for the purposes of delivery with or without fee. Using its on-line log-in code, a Member may also specify both or either of: a Delivery Address for any specific delivery constituting a gift by the Member to a third party non-member of legal drinking age on the basis that the wine is being given without charge and is not being re-sold; and/or (in the instance of a Shared Membership) a Delivery Address or Delivery Addresses for portions of the Member's Order to be delivered to different locations corresponding to the Delivery Addresses of persons within a Shared Membership.
(c) "Member" (and correspondingly "Membership") means a person including a firm or corporation which has accepted these terms and conditions of the Club, and who is a Member in good standing in accordance with the terms and conditions of this Agreement.
(i) a "Personal Membership" is held by a person who is not a firm or corporation, and who does not share the Membership with any other person.
(ii) a "Shared Membership"is held by a person which is a collective, firm or corporation, and in which the single persons of legal drinking age within the Shared Membership share wine among themselves in accordance with their individual arrangements and preferences, in accordance with this agreement and any agreement among themselves, and without the purchase or selling of wine among them.
(d) "Ontario Winery" means a winery holding a manufacturer's licence from the AGCO.
(e) "Ordering" (and correspondingly "Order"or “Ordered”) means the Club ordering and purchasing from a Vendor of Wine, wine on behalf of and as agent for each Member, according to the selections made by the Member. Orders may include selections of wine products from various Vendors of Wine as specified by the Order. Orders are purchased from the Vendor of Wine by the Members through the Club. Ordering shall be done in the quantities and specific selections made by the Member at the time of purchase, which shall constitute Sold Product at the time of delivery. Orders shall include the Delivery Address or Delivery Addresses.
(f) “Pick-and-pack” means for the Club to choose among the wine products purchased from Vendors of wine and to allocate them to each Member in accordance with their Order.
(g) "Private Residence" means a private "residence" as defined under s.31(1) of the Liquor Licence Act R.S.O. 1990 c.L-19.
(h) "Record" means for the Club to have recorded which respective wines pertain to which Order from a specific Member, and to have recorded the means and fact of full payment for said Order from the Member to the Vendor of Wine through the Club.
(i) "Sold Product" means wine that has been purchased by the Member from the Vendor of Wine through the Club and which has been paid for by the Member for whom the wine was Ordered, and which is accordingly owned by that Member.
(j) "Vendor of Wine" means the Liquor Control Board of Ontario (“LCBO”) in the case of Wineries,and/or an Ontario Winery.
(k) “Winery” means a winery other than an Ontario Winery, either from another Canadian province or another country.
2) Appointment of the Club
(a) Each Member hereby appoints the Club as its representative and agent for the provision of services in accordance with the terms and conditions of this Agreement. The Club hereby accepts that appointment.
(b) As agent for each of the Members, the Club may allocate, organize and Pick-and-pack among them (individually and collectively) specifically Ordered wine products purchased by the Club from the Vendors, for the purposes of delivery of Sold Product to the Members, and that such quantities and selections of Sold Product may include wine products from one, some or several Vendors as selected, designated and chosen by the Member at the time of Ordering. Each Member confirms that the Club is specifically appointed by it for this purpose, by and for each Member and for the benefit of each Member and all Members.
(c) The Club's services shall be furnished in a manner consistent with good sales procedure and customer relations. The Club is mandated as agent by each of the Members (and by the Members collectively) to offer for sale on behalf of the Vendor of Wine, and to store, allocate, organize, Pick-and-pack and deliver wine for each Member in accordance with the Orders made by those Members.
(d) The selling price for wine is for the product and for the Club services, allocating,organizing, Picking-and-packing and delivering the wine to each Member, and may or may not contain a delivery charge.
(e) Each Member acknowledges that the Club is providing them with a valuable purchasing, allocation, organizing and picking-and-packing service for which the Club is entitled to collect a payment from each Member.
3) Membership Obligations
(a) Each Member acknowledges that wine is being purchased by the Club from the Vendor of Wine on behalf of each Member and as an agent thereof, in accordance with the Member's choices.
(b) Members shall not sell either among themselves or to any third party, any of the wine acquired or received in accordance with this Agreement. However, Shared Memberships may share the wine acquired or received in accordance with this Agreement provided it is among persons of legal drinking age and are not being re-sold, and agree that such sharing has been designated by them to be performed by the Club at the Cellar among the persons sharing the Shared Membership.
(c) Personal Members must be of legal drinking age. Each person sharing a Shared Membership must be of legal drinking age.
(d) Members or their designated substitutes (who must also be of legal drinking age),must be present at the Delivery Address to receive wine selected, Ordered, stored, allocated and delivered in accordance with these terms, and must not appear intoxicated. If so, the delivery may be withheld. In such case, the Member (or its designated substitute of legal drinking age) may attend at Wineonline’s Toronto facility with government-issue proof of identity and age to take possession of the wine that could not be delivered by reason of the foregoing. Alternatively, the Member may request re-delivery, for which there may or may not be a re-delivery fee.
(e) Upon delivery, Members (or their designated substitute) must sign the confirmation of receipt form presented to them at the time of delivery. Each Member agrees that its signature certifies: (a) that the beverage alcohol product has been paid for; and (b) that the Member (or its designed substitute) is of legal drinking age.
4) Ordering and Recording of wine
(a) Wine is being sold to each Member by the Vendor of Wine through the Club. The Vendor of the Wine will accept and fulfill Orders from the Club on behalf of each Member for specific wines Ordered by the Members. The Club will Record the details of each Order accordingly, and will have received and processed payment on behalf of each Member.
(b) Once the Vendor of Wine has furnished the wines in accordance with the Ordering, the Club shall Record which respective wines pertain to which Order from a specific Member, and shall confirm in those Recordings the means and fact of full payment for said Order. These records will confirm that the purchase and sale for those bottle(s) in that case has been complete and that the bottle(s) in the case now constitute Sold Product. The Records shall be electronically traceable to each specific Order and will confirm that the purchase and sale for that individual bottle has been completed and that said Order constitutes Sold Product.
(c) It is acknowledged that the Club's records will reference at least the following information, either explicitly or electronically:
- the Club's name and address;
- the Member's name and address;
- the type and quantity of the Order;
- the date and time of the Order;
- the name and address of the Member (or persons within a Shared Membership) to whom delivery of Sold Product is to be made; and
- a confirmation that the wine to which it pertains has been paid for (which may be the credit card purchase authorization).
(d) Payment will deemed to have been made for the wine upon the Club's receiving the Member's credit card or other financial approval or payment.
(e) Upon the Vendor of Wine furnishing wine pursuant to the Orders, and after Recording the Order, the Club shall then deliver the Sold Product according to the terms of the Order, to the Delivery Address provided by each Member.
5) Limitation of Liability
(a) Each Member acknowledges that the Club is not guaranteeing the quality, value or market-price of any wine.
(b) THE CLUB WILL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY THE CLUB TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL MAN WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND THE CLUB IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.
(c) WINE MAY NOT BE INSURED BY THE CLUB AGAINST LOSS OR DAMAGE HOWEVER CAUSED. IT IS RECOMMENDED BUT OPTIONAL THAT EACH MEMBER INSURE ANY WINE TO BE DELIVERED FURTHER TO THE TERMS HEREOF.
(d) IN NO EVENT SHALL THE DAMAGES FOR WHICH THE CLUB MAY BE LIABLE EXCEED THE PURCHASE PRICE FOR THE BOTTLE(S) OF WINE IN RESPECT OF WHICH FOR WHICH DAMAGES ARE CLAIMED.
6) Confidential Information.
The procedures, policies, structures and methods for the the selection, purchase, storage and delivery of wine in Ontario by the Club, and all Club materials provided to a Member, constitute confidential information proprietary to the Club. No Member may disclose same to any third party. All information provided by a Member to the Club, including Member's Orders, will be subject to applicable privacy of information laws.
7) No Partnership.
Nothing in any arrangement between the Club and any Member, nor among the persons within a Shared Membership, will constitute a partnership, nor be interpreted to do so. Nor shall a Member represent the Club or claim to do so. Except for the agency and sub-agency appointments set out in this agreement, it is acknowledged that the Club and each Member are independent contractors who may not bind each other to any commitment, except that the Club may bind any Member in the Ordering of wine. It is further acknowledged that no persons within a Shared Membership may bind any other person within that Shared Membership to any commitment.
(a) Either party has the right to terminate this agreement on ninety (90) days notice. If a Member has breached the Membership obligations, terms and conditions hereof, the Club has the right to summarily disqualify the Member and terminate this Agreement. In the event of such termination and upon such termination taking effect:
(i) The Club shall have no further obligation to the former Member, but the former Member shall fulfill any remaining obligations it may have to the Club, if any; and
(ii) The Member will have thirty (30) days thereafter to receive delivery of any Sold Product Ordered by the Member. If the Member does not take delivery on or before that time, title of the Sold Products is deemed to have transferred to the Club in sole consideration of the services provided to the Member hereunder and without charge. Upon such transfer of title, the Club may dispose of the Sold Product in accordance with applicable law.
(b) This agreement shall be deemed to automatically come to an end without any further obligation of any party in the event that the LCBO, AGCO or other body with jurisdiction, should identify any regulatory issue for the Club which cannot be accepted or which the Club is unwilling or unable to rectify, amend or alter.
As set out above, the Club recommends that each Member purchase insurance for any of the Member's Sold Product that is Ordered. If such insurance is placed, the Club shall be named as a co-insured, and shall be given a copy of the face page of the policy. The policy shall contain a waiver of subrogation clause in favour of the Club.
10) Dispute Resolution.
All disputes arising out of or relating to these agreements shall first be resolved by good faith negotiations between the Member and the Club. Failing which, all disputes shall be determined by arbitration in accordance with the Arbitration Act, 1991, S.O. 1991, c.17. Such arbitration shall be private and confidential, and there shall be no appeal therefrom, including, without limitation, any appeal to a court on a question of law, a question of fact, or a question of mixed law and fact.
No Member shall have the right to assign any rights it has under this agreements, to any individual, firm or corporation who is not already a Member, unless the Club's consent is first obtained in writing, which consent may be arbitrarily withheld. Each Member agrees that the Club may assign and transfer its rights to any associated or affiliated corporation, provided that the assignee is owned and controlled by the same shareholders and provided that the assignee fully accepts the assignor's obligations hereunder.
The parties hereto shall execute any further documents that may be required to more fully effectuate the terms of this agreement. This agreement is the entire agreement between the parties with respect to the subject matter hereof, and no amendment, modification, waiver or termination of this agreement or any of its provision shall be binding upon the parties unless confirmed by instrument reduced to writing. No waiver of any provision of this agreement shall affect the rights of the parties hereto to enforce any other provision of this agreement. The headings herein are used for ease of reference only and shall not be used in the interpretation of this agreement. If any of the provisions hereof are found to be unenforceable, they shall be severed from this agreement without affecting the validity of that which remains. This agreement shall enure to the benefit of the parties hereto and their respective subsidiaries, affiliates, heirs, successors, legal representatives or permitted assigns. This agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.