MEMBERSHIP Agreement
THIS TUJA MEMBERSHIP AGREEMENT (THE "MEMBERSHIP AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE MEMBERSHIP SERVICE (THE "MEMBERSHIP SERVICE") AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND TUJA. BY REGISTERING FOR OR USING THE MEMBERSHIP SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS MEMBERSHIP AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF USE FOUND AT http://www.tujawellness.com/usage-agreement.html, THE PRIVACY POLICY FOUND AT http://www.tujawellness.com/privacy-policy.html, AND THE TUJA E-STORE SERVICES AGREEMENT FOUND AT http://www.tujawellness.com/terms-and-conditions-of-sale.html.
TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE MEMBERSHIP SERVICE.
As used in this Membership Agreement, "Tuja" means Tuja Wellness Corp. and any of its applicable affiliates (as defined in the Alberta Business Corporations Act), "Site" means this website operated by Tuja, and "you", and any derivative thereof, means the applicant (if registering for or using a Membership Service as an individual), or the business employing the applicant (if registering for or using a Membership Service as a business) and any of its affiliates. Capitalized terms have the meanings given to them in this Membership Agreement.
Additional terms may apply to your use of certain supplemental Site activities such as contests and giveaways; these terms will be provided to you when you register for such activities.
PLEASE NOTE: YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE MEMBERSHIP SERVICE AND ENGAGE IN MEMBERSHIP ACTIVITIES. BY CREATING A MEMBERSHIP ACCOUNT, YOU WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE.
1 ENROLMENT
To begin the enrolment process, you must complete the member registration process and establish a member account ("Account"). Use of the Membership Service is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Membership Services at Tuja's sole and arbitrary discretion and without notice.
Do not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Tuja of any security breach of your Account. Tuja shall not be responsible for any losses arising out of the unauthorized use of your Account.
2 MEMBERSHIP SERVICES AND FEES
Pursuant to the Terms and Conditions of Use found at http://www.tujawellness.com/usage-agreement.html, as a registered user with an Account, you may post reviews, comments, photos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages.
For the terms and conditions to use Tuja's e-store, please see the Tuja e-Store Services Agreement found at http://www.tujawellness.com/terms-and-conditions-of-sale.html
You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of an e-card or other content. Tuja reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
You may register your Account as a free membership and further upgrade your Account to a paid membership. A free membership (which may be referenced throughout the Site and this Membership Agreement as a "Community Membership") may include features such as:
- Ability to post comments;
- Ability to rate and review businesses in the vendor directory; and
- Ability to save business listings, product listings, events and articles to your favourites list.
You may upgrade your Community Membership to a paid membership at any time. If you upgrade to a paid membership, you will be able to take advantage of a broader range of Site services. The prices to upgrade your membership and features of an upgraded membership will be provided to you on the upgrade page, all of which may be amended from time to time. For more information about paid memberships, please contact us via http://www.tujawellness.com/contact-us.html.
All members, whether registered under a Community Membership or a paid membership, must follow the Community Guidelines found at https://www.tujawellness.com/usage-agreement.html.
3 PAYMENT TERMS
Only paid memberships are fee-bearing. When signing up for a free Community Membership, payment terms in this Membership Agreement do not apply. However, if you upgrade your Community Membership to a paid membership, you will be subject to the payment terms herein. By upgrading to a paid membership, you agree to pay the upgrade price(s) as set forth in the upgrade page, as amended from time to time.
Paid memberships may be offered on a subscription basis and are subject to all of the terms and conditions of this Membership Agreement. Tuja accepts subscription fees through PayPal, a third party processor, only. This means that
(a) all payment information you provide to PayPal to pay the subscription fee is delivered directly to PayPal, and
(b) PayPal is responsible for accurate processing of the transaction and appropriate storage and protection of your personal information.
Tuja does not receive, store or handle your personal financial information. Without limiting the foregoing, you understand and agree that Tuja is not liable for any error in invoicing or payment processing, or any breach in security with respect to your payment information associated with PayPal.
All prices listed on this website are in Canadian dollars and all other charges are in Canadian dollars.
4 TERMINATION AND REFUND POLICY
Except as otherwise provided in this Membership Agreement, a Community Membership is perpetual.
Your paid membership subscription will cease at the expiry of the subscription.
Tuja reserves the right, in its sole and arbitrary discretion, to terminate your subscription at any time. If Tuja does terminate your Account, without reasonable cause, then Tuja will refund to you, as your sole and exclusive remedy for any such termination and as Tuja's sole and exclusive liability for the same, that portion of the subscription fee you paid for the paid membership representing the unused balance of your then current subscription term.
If Tuja does not list you or your business on Tuja's directory listing within thirty (30) days (provided your membership subscription entitles you to such listing), your subscription will be terminated and Tuja will refund to you, as your sole and exclusive remedy for any such termination and as Tuja's sole and exclusive liability for the same, the full subscription fee you paid for the paid membership.
Subject to the foregoing, paid membership subscription fees are not refundable, in whole or in part, for any reason including for period of inactivity or service outages, or partially used periods. Notwithstanding the foregoing, Tuja does reserve the right to terminate your subscription at any time in its sole and arbitrary discretion.
5 SITE CONTENT
If you do post content or submit material, and unless we indicate otherwise, you grant Tuja a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, produce, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, communicate to the public by telecommunications and display such content throughout the world in any media. You grant Tuja and its sub-licensees the right to use the name that you submit in connection with such content, if they choose.
The Membership Service may allow you to submit materials (including links to third-party content and discount codes provided by your business) on areas of the Site and/or Tuja's e-Store accessible and viewable by the public. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You also agree that you have obtained all necessary rights and licenses, including those required to sell and/or market your products. You agree to provide accurate and complete information in connection with your submission of any materials on the Site and/or Tuja's e-Store. Tuja reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole and arbitrary discretion without notice or liability. Tuja has the right, but not the obligation, to monitor and edit or remove any materials submitted by you or otherwise available on the Site or Tuja's e-Store, to investigate any reported or apparent violation of this Membership Agreement, and to take any action that Tuja in its sole and arbitrary discretion deems appropriate, including, without limitation, termination hereunder.
YOU REPRESENT AND WARRANT THAT YOU OWN OR OTHERWISE CONTROL ALL THE RIGHTS TO THE CONTENT THAT YOU POST; THAT THE CONTENT IS ACCURATE; THAT USE OF THE CONTENT YOU SUPPLY DOES NOT VIOLATE THIS MEMBERSHIP AGREEMENT AND WILL NOT CAUSE INJURY TO ANY PERSON OR ENTITY; AND THAT YOU WILL INDEMNIFY TUJA FOR ALL CLAIMS RESULTING FROM CONTENT YOU SUPPLY. TUJA TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT POSTED BY YOU OR ANY THIRD PARTY.
6 OTHER BUSINESSES
Please be aware that parties other than Tuja may operate stores, provides services, or sell product lines through the Site. In addition, Tuja provides links to the sites of these third party companies and certain other businesses. Tuja is not responsible for examining or evaluating, and Tuja does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Tuja does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You agree that Tuja is not in any way responsible for any such actions, product, or content. You should carefully review their privacy statements and other conditions of use.
7 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
(a) TUJA WARRANTS THAT IT WILL PROVIDE THE MEMBERSHIP SERVICE WITH REASONABLE CARE AND SKILL AND SUBSTANTIALLY IN ACCORDANCE WITH THIS MEMBERSHIP AGREEMENT. EXCEPT AS PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, CONDITIONS OR PROMISES ABOUT THE MEMBERSHIP SERVICE, EXPRESSED OR IMPLIED, AND ALL SUCH WARRANTIES, CONDITIONS AND PROMISES ARE EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITATION TO THE FOREGOING:
(i) TUJA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE MEMBERSHIP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME TUJA MAY REMOVE THE MEMBERSHIP SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE MEMBERSHIP SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU; AND
(ii) TUJA DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE MEMBERSHIP SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND TUJA DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY TUJA PRODUCTS PURCHASED FROM THE SITE.
(b) IN NO CASE SHALL TUJA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY TUJA, ITS EMPLOYEES OR AGENTS WHERE:
(i) THERE IS NO BREACH OF A LEGAL DUTY OF CARE OWED TO YOU BY TUJA OR BY ANY OF OUR EMPLOYEES OR AGENTS;
(ii) SUCH LOSS OR DAMAGE IS NOT A REASONABLY FORESEEABLE RESULT OF ANY SUCH BREACH; AND
(iii) ANY INCREASE IN LOSS OR DAMAGE RESULTS FROM BREACH BY YOU OF ANY TERM OF THIS MEMBERSHIP AGREEMENT.
TUJA WILL NOT BE LIABLE FOR ANY LOSS OF INCOME, BUSINESS OR PROFITS, OR FOR ANY LOSS OR CORRUPTION OF DATA IN CONNECTION WITH YOUR USE OF THE MEMBERSHIP SERVICE.
(c) TUJA SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE MEMBERSHIP SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND TUJA HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
(d) IN NO CASE SHALL TUJA BE LIABLE FOR ANY CLAIM ARISING FROM THIRD PARTY ACTIONS, PRODUCTS, AND/OR CONTENT.
8 WAIVER AND INDEMNITY
BY USING THE MEMBERSHIP SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD TUJA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS MEMBERSHIP AGREEMENT, YOUR USE OF THE MEMBERSHIP SERVICE, OR ANY ACTION TAKEN BY TUJA AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS MEMBERSHIP AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS MEMBERSHIP AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM TUJA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE MEMBERSHIP SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF TUJA'S CONCLUSION THAT A VIOLATION OF THIS MEMBERSHIP AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT.
YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD TUJA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR ACTIONS, PRODUCTS AND/OR CONTENT.
9 OBJECTIONABLE MATERIAL
You understand that by using the Membership Service, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Membership Service at your sole risk and Tuja shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. Products types and descriptions are provided for convenience, and you agree that Tuja does not guarantee their accuracy.
10 CHANGES
Tuja reserves the right at any time to modify this Membership Agreement and to impose new or additional terms or conditions on your use of the Membership Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Membership Agreement. Your continued use of the Membership Service will be deemed acceptance thereof.
Any changes will be posted in this Membership Agreement, and it is your responsibility to ensure that you are aware of any such change from time to time.
11 ENTIRE AGREEMENT
This Membership Agreement (together with the general Terms and Conditions of Use, Privacy Policy, and Tuja e-Store Services Agreement, as applicable) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal (including any previous agreements between you and Tuja). Tuja's failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right of Tuja. In the event of conflict between this Tuja Membership Agreement, the Tuja e-Store Services Agreement, the Privacy Policy, and the general Terms and Conditions of Use, the following order of precedence shall apply: Tuja Membership Agreement, Tuja e-Store Services Agreement, Privacy Policy, and Terms and Conditions of Use.
12 SEVERABILITY
If any term of this Membership Agreement is or becomes illegal, invalid or unenforceable, the illegality, invalidity or unenforceability of that term will not affect the legality, validity or enforceability of the remaining terms of this Membership Agreement.
13 GOVERNING LAW
This Membership Agreement shall be deemed to have been made and performed exclusively in Alberta and shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein without regard to conflict of laws principles. You agree to submit to the exclusive forum, jurisdiction and venue of the courts of Alberta for any claim related to this Membership Agreement and you agree not to bring any action, suit or proceeding against Tuja, its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns in any jurisdiction other than Alberta.