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Subscription Agreement

CurlingClubManager.com Subscription Agreement

This Subscription Agreement contains the legal terms and conditions that govern your use of and access to CurlingClubManager.com and any related Software Services. Since this is a binding legal agreement between you and 3183194 NOVA SCOTIA LIMITED, please print a copy of this Agreement for your records.

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into and effective as of the day you “AGREE” (the “Effective Date”) by and between 3183194 NOVA SCOTIA LIMITED and you or the company or entity you represent (“Client” or “You” or “Your Curling Club”). You may not access the Services if You are Our direct competitor, except with Our prior written consent.

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING “AGREE” OR SIMILAR BUTTON OR USING THE SOFTWARE SERVICES (DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND 3183194 NOVA SCOTIA LIMITED AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE SERVICES. BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY USING THE SOFTWARE SERVICES, YOU ACCEPT AND ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU. 3183194 NOVA SCOTIA LIMITED MAY UPDATE THESE TERMS AND CONDITIONS FROM TIME TO TIME; YOUR CONTINUED USE OF THE SOFTWARE SERVICES CONSTITUTE YOUR ACCEPTANCE OF THE UPDATED TERMS AND CONDITIONS. ANY OTHER CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY 3183194 NOVA SCOTIA LIMITED AND WILL NOT BE PART OF THIS AGREEMENT.

1. License.

3183194 NOVA SCOTIA LIMITED grants Your Curling Club a license to use
the CurlingClubManager.com website and platform (“CurlingClubManager.com”) to manage club operations and services provided to your members and visitors. This license is granted subject to Your Curling Club’s acceptance of and compliance with the terms and conditions of this Agreement.

In accepting this license, Your Curling Club agrees to outsource certain aspects of club operations to 3183194 NOVA SCOTIA LIMITED, including basic management of the membership database and the club’s website, membership signups, renewals and expirations, event registrations, donations, E-Commerce, online payment processing via credit card, the storage of documents, photos and video, security and integrity of the data stored in the system, data backups, reliable access, and support.

You agree that this license is not exclusive (3183194 NOVA SCOTIA LIMITED may grant the same license to other organizations) and that it is not transferable to another organization without 3183194 NOVA SCOTIA LIMITED’s permission and the signing of a new Agreement. This license will remain in effect until terminated by either party in accordance with the Termination provisions described below. However, some provisions will survive the termination of this Agreement.

2. Your Curling Club’s Rights Under This License.

Your Curling Club has the right to use all features and modules provided by the CurlingClubManager.com platform, as well as all updates and enhancements, for as long as the license remains in effect. This right may be subject to fees as described below.

Your Curling Club has the right to unrestricted access to its data, including membership records, documents, images, messages, etc. This right may only be limited if the website is unavailable for periodic maintenance or upgrades or through circumstances beyond 3183194 NOVA SCOTIA LIMITED’s control, such as natural disasters, war, terrorist act or attacks on the Internet (worms, viruses, denial of service attacks, etc.)

Your Curling Club has the right to appoint its own administrators of the site and coordinators of individual modules. These administrators and coordinators have the obligation to maintain the site on a regular basis, to periodically review, correct or delete obsolete content or links, and to respond promptly to requests or complaints from members and other users of the site.

3. 3183194 NOVA SCOTIA LIMITED’s Rights Under This License.

3183194 NOVA SCOTIA LIMITED has the right to review all content on the site and data managed by the site, including documents, images, messages and member records, to ensure compliance with the provisions of this Agreement and the Terms of Use, and to respond to claims of infringing intellectual property or orders from recognized legal authorities. In exercising this right, 3183194 NOVA SCOTIA LIMITED will respect the confidentiality of any information which is maintained in a restricted section of the site or which is only available to select club members.

3183194 NOVA SCOTIA LIMITED has the right to delete any content which it reasonably believes violates the Terms of Use or the intellectual rights of  others. 3183194 NOVA SCOTIA LIMITED also has the right to terminate access to this website to users who violate the Terms of Use and to pursue legal remedies against persistent or serious offenders.

3183194 NOVA SCOTIA LIMITED has the right to monitor Your Curling Club’s usage of CurlingClubManager.com, including bandwidth, disk space, and individual modules. If Your Curling Club’s usage of CurlingClubManager.com becomes significantly excessive in comparison to clubs with a similar size or purpose, and discussions about controlling this usage are not successful, 3183194 NOVA SCOTIA LIMITED has the right to limit Your Curling Club’s usage or impose higher fees.
3183194 NOVA SCOTIA LIMITED has the right to place “Powered by CurlingClubManager.com” text and a logo, with a link to the CurlingClubManager.com website, at the bottom of Your Curling Club’s website, and to remove code that hides or disables this text and/or link.

In the event of a dispute within the Board of Directors of Your Curling Club or between board members and administrators, and if 3183194 NOVA SCOTIA LIMITED reasonably believes that the website and its content and databases may be at risk of malicious damage, 3183194 NOVA SCOTIA LIMITED shall have the right to lock the website so that no-one from a club or association can login, until the matter has been resolved by a majority resolution of the board, acting in accordance with its fiduciary responsibility, and with appropriate documentation provided to 3183194 NOVA SCOTIA LIMITED. 3183194 NOVA SCOTIA LIMITED shall also have the right to post a notice on the website to inform members and the public of why this action has been taken. Your Curling Club shall indemnify and hold harmless 3183194 NOVA SCOTIA LIMITED from any consequences arising out of these actions.

In the event that 3183194 NOVA SCOTIA LIMITED determines that Your Curling Club is not using the CurlingClubManager.com platform as it was intended to be used, or 3183194 NOVA SCOTIA LIMITED reasonably believes that the platform may be at risk because of Your Curling Club’s use of the platform, 3183194 NOVA SCOTIA LIMITED shall have the right to lock the website so that no-one can login, until the matter has been resolved to 3183194 NOVA SCOTIA LIMITED’s satisfaction, or if the matter cannot be resolved, to terminate Your Curling Club’s use of the platform without further notice. Your Curling Club shall indemnify and hold harmless 3183194 NOVA SCOTIA LIMITED from any consequences arising out of these actions.

4. Fees for Service.

3183194 NOVA SCOTIA LIMITED will charge Your Curling Club a periodic fee which may be calculated using various means (per member, per month, per year, etc.) 3183194 NOVA SCOTIA LIMITED may also charge a one-time setup fee and may pass direct expenses (which may include, but which are not limited to, credit card transaction fees and postage costs) on to Your Curling Club.

Your Curling Club understands and accepts that some CurlingClubManager.com features may carry additional charges and setup fees and that Your Curling Club will have the option to sign up for or cancel these features at any time.

Unless separately agreed to in writing, 3183194 NOVA SCOTIA LIMITED may change the fee structure and schedule for CurlingClubManager.com at any time and the new fees will go into effect on your next subscription invoice. Your Curling Club’s continued use of the system will indicate acceptance of the new schedule. If Your Curling Club does not accept the new schedule, it may terminate service in accordance with the termination provisions below.

5. Interfacing with Merchant Accounts.

CurlingClubManager.com may provide a built-in merchant account for processing credit cards. Your Curling Club shall have the option of using this merchant account, or of obtaining its own account, which can be used inside CurlingClubManager.com as long as the payment gateway is compatible with the gateway(s) supported by CurlingClubManager.com. Notwithstanding this option, 3183194 NOVA SCOTIA LIMITED shall have the right to require specific types of clubs and associations to establish their own merchant accounts.

6. Limitations of Use.

Except with 3183194 NOVA SCOTIA LIMITED’s prior written consent or as otherwise expressly permitted in this Agreement, Your Curling Club or its representatives or agents may not: (i) modify or create any derivative works of CurlingClubManager.com; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for CurlingClubManager.com; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to CurlingClubManager.com; or (iv) use CurlingClubManager.com in a manner which would jeopardize its reliability, stability or security. CurlingClubManager.com modules, themes, templates and features, including custom programming which was developed specifically for Your Curling Club, may only be used as part of this license and not on a standalone basis or with any other product.

7. Terms of Use And Privacy Policy.

Your Curling Club agrees that its use of the CurlingClubManager.com platform will be bound by a separate Terms of Use document which will be available to all users as a link throughout the site.

Your Curling Club also agrees that it will adhere to a separate Privacy Policy document, which will also be available to all users as a link throughout the site. 3183194 NOVA SCOTIA LIMITED strongly encourages Your Curling Club not to sell or otherwise transmit member’s personal and contact data to third parties without the member’s express approval.

3183194 NOVA SCOTIA LIMITED may change these two documents at any time. Your Curling Club agrees that the posting of a new version of these documents with an updated version number and date will constitute sufficient notification of the new terms and policies.

8. Licensee Representations.

Your Curling Club represents and warrants that it has the legal capacity to enter into this Agreement, that it will use CurlingClubManager.com only for lawful purposes and in accordance with this Agreement, and that it will not use CurlingClubManager.com to violate any law, regulation or ordinance or any right of 3183194 NOVA SCOTIA LIMITED or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.

9. Ownership and Data Rights.

In the context of the 1996 Communications Decency Act, both parties agree and accept that CurlingClubManager.com shall be treated as an interactive computer service, and not as a publisher of information. All data and content stored in and maintained by the system, including but not limited to web content, documents, images, logos, domain names, member records, messages, and events are owned by Your Curling Club and not by 3183194 NOVA SCOTIA LIMITED. 3183194 NOVA SCOTIA LIMITED is acting as a common carrier by providing CurlingClubManager.com as a platform for Your Curling Club to manage its operations, and assumes no liability or responsibility for the content in the system. 3183194 NOVA SCOTIA LIMITED shall not have the right to release or provide any of Your Curling Club’s membership data to any third party, whether or not there is a fee involved, except as required to fulfill specific operational duties (for example, to verify and charge a credit card), or unless required by order of a court of competent legal authority. 3183194 NOVA SCOTIA LIMITED agrees that, under no circumstances, will any information provided by Your Curling Club to
3183194 NOVA SCOTIA LIMITED be sold or otherwise transmitted to third parties, unless written consent is obtained directly from Your Curling Club.

3183194 NOVA SCOTIA LIMITED understands that strict privacy laws are applicable to all member information provided by Your Curling Club to 3183194 NOVA SCOTIA LIMITED and any breach of this clause may result in monetary damages payable to Your Curling Club. 3183194 NOVA SCOTIA LIMITED warrants that its information security policies and practices meet recognized industry standards.

Title, ownership rights and intellectual property rights to the CurlingClubManager.com platform itself, including but not limited to all source code, templates, user interface themes, interactive screens and content, forms, database tables and processing and middleware libraries, is retained by 3183194 NOVA SCOTIA LIMITED. Your Curling Club acknowledges these rights and will not knowingly take any action to jeopardize, limit or interfere in any manner with these rights. The CurlingClubManager.com platform is protected by copyright and other intellectual property laws and by international treaties. All trademarks used in connection with CurlingClubManager.com are owned by 3183194 NOVA SCOTIA LIMITED.

10. Termination.

Your Curling Club may terminate this Agreement at any time. Termination will take effect at the end of the current month and, following termination, Your Curling Club’s account on CurlingClubManager.com will be closed and no further access to the account will be permitted.

3183194 NOVA SCOTIA LIMITED may terminate this Agreement at any time for cause. 3183194 NOVA SCOTIA LIMITED may also terminate this Agreement on at least 30 days written notice without cause. Termination will take effect at the end of the current month after the 30th day and, following termination, Your Curling Club’s account on CurlingClubManager.com will be closed and no further access to the account will be permitted.

3183194 NOVA SCOTIA LIMITED acknowledges that privacy laws and the confidentiality provisions of this Agreement applicable to member information provided by Your Curling Club to 3183194 NOVA SCOTIA LIMITED will survive any termination. Your Curling Club acknowledges that its obligations to reimburse 3183194 NOVA SCOTIA LIMITED for charges associated with credit card fees will survive any termination. These may include transaction fees, refunds, chargeback fees, and reimbursement to 3183194 NOVA SCOTIA LIMITED of any charged-back transactions which are not subsequently reversed. This clause shall survive termination of this agreement.

11. Indemnification.

Your Curling Club agrees to indemnify and hold harmless, 3183194 NOVA SCOTIA LIMITED from any and all costs, damages and reasonable legal fees resulting from any claim that Your Curling Club’s use of the Product has injured or otherwise violated any right of any third party or violates any law. This clause shall survive termination of this agreement.

12. Disclaimer of Warrantees.

THE CURLINGCLUBMANAGER.COM PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. 3183194 NOVA SCOTIA LIMITED AND ITS SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO USE OF THE PRODUCT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 3183194 NOVA SCOTIA LIMITED OR ITS OFFICERS OR INVESTORS BE LIABLE FOR ANY DIRECT OR INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST REVENUE OR DATA, LOSS OF GOODWILL, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. IN ANY CASE, YOU AGREE THAT THE MAXIMUM LIABILITY UNDER ANY
PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO 3183194 NOVA SCOTIA LIMITED IN THE
IMMEDIATELY PRECEDING 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

14. High Risk Activities.

CurlingClubManager.com is not fault-tolerant and is not designed or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage. ACCORDINGLY, 3183194 NOVA SCOTIA LIMITED SPECIFICALLY DISCLAIMS ANY  EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Your Curling Club AGREES THAT 3183194 NOVA SCOTIA LIMITED WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF CurlingClubManager.com IN SUCH APPLICATIONS.

15. HIPAA Compliance and Other Highly Confidential Data.

CurlingClubManager.com is not HIPAA compliant and should not be used to store protected health information or highly confidential member data such as medical records or social security numbers. 3183194 NOVA SCOTIA LIMITED SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR STORING HIGHLY CONFIDENTIAL PERSONAL DATA. Your Curling Club AGREES THAT 3183194 NOVA SCOTIA LIMITED WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF CurlingClubManager.com IN SUCH APPLICATIONS.

16. Adult Content.

CurlingClubManager.com is designed to allow individuals and families to pursue their hobbies and interests with others of like mind and interest. Your website, messages, documents and images may be viewed by children. Accordingly, CurlingClubManager.com shall not be used to upload, store, maintain, forward or display adult content, including documents and images of a lewd or lascivious nature.

17. Anti-Spam Policy.

Your Curling Club agrees not to send unsolicited email via the CurlingClubManager.com system. For any opt-in list of email addresses used in CurlingClubManager.com’s system, you agree that you may be required to provide 3183194 NOVA SCOTIA LIMITED with the source of the email addresses, the method used for recipient signup, and details surrounding the process used, and whatever other information relates to the transaction or sign-up process used. This includes, but isn’t limited to, date and time of sign up, IP address of signup, website signed up from, and whatever other information you asked of the recipient at point of sign up. You also certify that you will not use rented or purchased lists, email append lists, or any other list that contains email addresses captured in any other method than opt-in. The use of opt-out lists is prohibited in our system. 3183194 NOVA SCOTIA LIMITED retains the right to review lists and emails to verify that you are abiding by the privacy and permission policies set forth herein.

Your Curling Club is required to comply with these policies and all applicable federal and provincial/state laws as a condition of using the email services provided by CurlingClubManager.com.

18. Injunctive Relief.

Your Curling Club acknowledges and agrees that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by Your Curling Club may cause 3183194 NOVA SCOTIA LIMITED irreparable damage for which recovery of money damages would be inadequate. 3183194 NOVA SCOTIA LIMITED may therefore seek and obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

19. Miscellaneous.

(a) This Agreement shall be governed by the laws of the Province of Nova Scotia, excluding its conflict of law provisions. Your Curling Club expressly agrees that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides in the courts of the Province of Nova Scotia. 3183194 NOVA SCOTIA LIMITED agrees that if there is any change in jurisdiction, you will be given at least 30 days’ notice of said change.

(b) If a court should hold any provision of this Agreement invalid or unenforceable, such provision shall be modified to the minimal extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions shall remain in full force and effect.

(c) No party’s failure or delay in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.

(d) 3183194 NOVA SCOTIA LIMITED may transfer or assign its rights and obligations under this Agreement without permission of Your Curling Club. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted
assigns.

(e) 3183194 NOVA SCOTIA LIMITED’s employees are not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties binding on 3183194 NOVA SCOTIA LIMITED, except in writing signed by an authorized officer of 3183194 NOVA SCOTIA LIMITED.

(f) This Agreement, including related content on the CurlingClubManager.com.com website, such as the introductory and sign-up pages, and including the Terms of Use and Privacy Policy, all of which are incorporated by this reference, sets forth 3183194 NOVA SCOTIA LIMITED’s entire liability and your exclusive remedy with respect to the service, and is a complete statement of the agreement between Your Curling Club and 3183194 NOVA SCOTIA LIMITED.