Butter and Egg Road Inc.

Terms of Use

Overview and Description

1. Overview

The following terms and conditions (the “Terms of Use”) apply to all visitors to and users (together with Members (as defined below), if applicable, collectively, “Users”) of the ButterandEggRoad.com website ("Butter and Egg Road”, the home page of which is at http://butterandeggroad.com/). Butter and Egg Road is owned and operated by Butter and Egg Road Inc., its subsidiaries and affiliates (collectively, the “Company”). In the Terms of Use, “you”, or “your” refers to any User of Butter and Egg Road, and if you are under the age of majority, it also includes your parent or legal guardian.

The Terms of Use are a contract between you and the Company that describe your responsibilities and the limitations to the Company’s liability. The Terms of Use, including other terms incorporated by reference, constitute the entire and only agreement existing between you and the Company regarding your use of Butter and Egg Road. Butter and Egg Road retains the right to modify or amend these Terms of Use at any time without providing notice. Users and Members are responsible for their own regular review of these Terms of Use.

By accessing Butter and Egg Road you indicate your acknowledgment, acceptance of, and agreement to be bound by the Terms of Use. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING BUTTER AND EGG ROAD. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU ARE NOT PERMITTED TO USE OR ACCESS THIS WEBSITE.

Description of Butter and Egg Road

Butter and Egg Road acts as an event curator with the objective of facilitating and arranging dining, social, and entertainment events (the “Events” and each an “Event”) in select cities throughout North America, for the benefit of its Members (as defined below).

Users who wish to participate in Events may do so by becoming a member of Butter and Egg Road (a “Member”), which requires completion of a Membership Application, acceptance by Butter and Egg Road as a Member, and agreement to adhere to the Membership Code of Conduct, set out below.

Butter and Egg Road is not intended to provide any travel, tourism, entertainment, legal, professional or other advice and should not be relied on in that respect.

Membership and EVENTS

Membership with Butter and Egg Road

There is one level of Membership with Butter and Egg Road.

Members are eligible to participate in any propgram curated by Butter and Egg Road:

Membership with Butter and Egg Road is achieved by submission of a Membership Application to Butter and Egg Road Inc., as well as payment of a membership fee (see Annual Membership Fee, below). Membership with Butter and Egg Road is non-transferable and a Member may only maintain one membership account at any one time.

The Company relies on the Membership Application and payment information provided to Butter and Egg Road. By submitting your Membership Application you are certifying that the information you provide is true, accurate, current, and complete. Membership application does not guarantee Member status. Membership acceptance is at the sole discretion of Butter and Egg Road.

Any personal information you provide in connection with your use of Butter and Egg Road will be collected, used, and/or disclosed in accordance with our Privacy Policy.

If your Membership Application is successful, you will receive a username and password by e-mail, which username and password will be required for access to certain portions of Butter and Egg Road and to purchase Events. Each Member is solely responsible for the security of his/her password and shall take all necessary precautions to keep his/her password private and to prevent the unauthorized use or access to Butter and Egg Road. Butter and Egg Road shall not be liable for any losses, damages, or consequences a Member may suffer due to careless or unauthorized use of such member’s username or password.

Annual Membership Fee

The Annual Membership Fee in Butter and Egg Road is CDN $150 plus applicable taxes.

Payment of fees (including fees for Events, as discussed below) will be made through InternetSecure. You must provide the exact billing address and telephone number corresponding with your credit card. Incorrect information may cause a delay in processing an order. The Company may invoice parts of an order separately or may request that InternetSecure hold a Member’s fees pending acceptance by the third party.

Unless otherwise stated, all fees are quoted in Canadian Dollars. You are responsible for paying all fees and applicable taxes in a valid and timely manner. If your payment fails or your account is past due, the Company may collect fees owed using other collection mechanisms, including, but not limited to, charging other payment methods on file with the Company, retaining collection agencies and legal counsel, etc.

Cancellation and Renewal of Membership

Members cannot cancel their membership once they have successfully submitted an application and the application has been accepted by Butter and Egg Road, and no refunds will be given to Members who wish to cancel their membership mid-year.

Memberships must be renewed on an annual basis. Members will be given a 30-day renewal notice by Butter and Egg Road at the end of a term of Membership. The Member will be informed of any changes to the terms of membership or the fee structure for membership or Events at the time of renewal, and will be asked to confirm his/her Membership renewal.

Membership Code of Conduct

You agree to be bound by the Butter and Egg Road Membership Code of Conduct. By not adhering to the Membership Code of Conduct you agree that you are jeopardizing your membership with Butter and Egg Road. As a Member of Butter and Egg Road you shall not:

engage in behaviour that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable while participating in Events;
engage in behaviour that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, provincial, national, or international law while participating in Events;
violate any laws, third party rights, or the Terms of Use;
act in any way as a representative of the Company purporting to speak on behalf of Butter and Egg Road.

Furthermore, you will not:

use Butter and Egg Road if you are not able to form legally binding contracts, or are under the age of majority;
manipulate or interfere with another User’s or Member’s access to or attendance at Events;
circumvent or manipulate the Company’s fee structure, billing process, or fees owed to the Company;
harvest or otherwise collect information about other Users or Members, including email addresses, without their consent.

The Company has the sole right and absolute discretion to accept and/or decline a membership application, and to revoke membership if a Member’s behaviour does not comply with Butter and Egg Road’s Membership Code of Conduct set out above.

Member Must Provide Travel Insurance, Valid Travel Documents, and Passports

The Company does not provide travel health insurance or trip cancellation insurance. It is the responsibility of each Member to provide same. The Company does not verify Member’s travel documents or passports. It is the responsibility of the Member to verify that he/she has the appropriate travel documents.

Booking an Event

A Member’s correctly completed order for an Event, completed by pressing the “Buy Tickets” button on the booking page, forms an offer to attend an Event and is accepted upon completion of the payment transaction between the Member and the third party payment processor. Any application for or acceptance of a Service constitutes a dealing or transaction between the Member and the Company.

Fees for Events

The fees for Events are posted, from time to time, on the Butter and Egg Road website and may vary from Event to Event. You will have an opportunity to review and accept the fee, plus applicable taxes, that you will be charged for each Event. Taxes and gratuities relating to Events are included in Event fees.

Members will be given the opportunity to purchase guest passes for each Event. The guest pass fees will be posted on Butter and Egg Road, and may vary from Event to Event and from time to time.

Events: Refund and Cancellation, Change of Itinerary

Members are required to provide a minimum of seventy-two (72) hours advance notice to the Company that they are withdrawing or cancelling their participation in an Event. The Company does not provide refunds to Members if a member chooses not to attend an Event or chooses to cancel its attendance at an Event within seventy-two (72) hours before the scheduled commencement of the Event. No refunds will be provided to a Member if an Event is booked within seventy-two (72) hours of the Event and the Member then desires to cancel its attendance.

The Company reserves the right to cancel any Event at any time for any reason determined in its sole discretion. In such a case, the Company’s only obligation to the Member shall be a refund of all payments made by the Member to the Company for such cancelled Event and such refund shall constitute full and final settlement to the Member.

The Company reserves the right to change any of details of an Event, including, without limitation, venues, attractions, schedules and menus, from that advertised on Butter and Egg Road. The Company shall use commercial efforts to provide, by e-mail, notice of the changes to Members who have confirmed participation in an Event.

General PROVISIONS

Force Majeure

The Company shall not be liable in any respect for failure to provide the services referred to herein or for an Event failing to proceed as contemplated to the extent that such failure or delay in performance is, directly or indirectly, caused by an occurrence commonly known as “force majeure”, including, without limitation, delays arising from fire, earthquake, flood, other extreme weather conditions, or other acts of God, acts or orders of any governmental authority, act of a public enemy, riots, embargoes, strikes or other concerted acts of workers, casualties or accidents, failure or delay in deliveries of materials or transportation by persons other than the Company, shortage of cars, trucks, fuel, power, labour or materials by persons other than the Company, telecommunications failure or any other causes, circumstances or contingencies that are beyond the reasonable control of the Company.

Violations of Terms of Use & Termination

The Company reserves the right to seek all remedies available at law and in equity for violations of the Terms of Use, including the right to block a User’s access to the Butter and Egg Road website or, cancellation of a Member’s membership. The Company may, in its sole and absolute discretion, terminate or suspend a User’s access to all or part of Butter and Egg Road at any time, with or without notice to such User, for any reason. The Terms of Use shall survive the termination of use of Butter and Egg Road, including, but not limited to, all waivers of liability and disclaimers contained herein.

Jurisdiction/Governing Law

User access to, and use of Butter and Egg Road is subject to all applicable international, federal, state, provincial and local laws and regulations. Butter and Egg Road is operated by the Company from its offices and resides on servers located within the Province of Ontario, Canada, but can be accessed from jurisdictions whose laws may differ from those of the Province of Ontario. By accessing Butter and Egg Road, you agree that the laws of the Province of Ontario and the laws of Canada applicable therein shall govern as to the interpretation, validity, and effect of the Terms of Use, notwithstanding any conflict of laws provisions, or your domicile, residence, or physical location.

You agree that if you access Butter and Egg Road outside of Ontario, you are responsible for compliance with local laws.

Access and Technical Information

Access to, and membership in, Butter and Egg Road is entirely at the discretion of the Company. The Company reserves the right to grant or deny access to Butter and Egg Road and the services it provides to any person. If applicable, each User is solely responsible for the security of his/her password and shall take precautions to keep his or her password private to prevent any unauthorized use. Access to and use of password protected and/or secure areas of Butter and Egg Road that are not explicitly for User use is restricted to the authorized User/Member only. Unauthorized individuals attempting to access these areas of Butter and Egg Road may be subject to prosecution.

The Company reserves the right to store information on a User’s computer in the form of a "cookie" or similar file for purposes of modifying Butter and Egg Road to reflect personal preferences. Butter and Egg Road’s Privacy Policy provides additional information regarding the Company’s use of cookies as well as procedures for disabling cookies.

General

Section headings are provided for convenience of reference and do not constitute part of the Terms of Use. Any references to a particular section of the Terms of Use shall be deemed to include reference to any and all subsections thereof.

If any provision of the Terms of Use is held to be invalid, unenforceable, or failed of its essential purpose for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Waiver by the Company of a breach of any provision of the Terms of Use or the documents it incorporates by reference will not operate or be interpreted as a waiver of any other or subsequent breach.

Waiver, Indemnity, Limitation, RELEASE

No Warranties

The Events and services provided by the Company, and all content on Butter and Egg Road, are provided to the user “as is” without express or implied warranty including, but not limited to, warranties of merchantability and fitness for use, title, non-infringement, security, or accuracy. Butter and Egg Road will not be responsible for any damages any user, member or third party may suffer as a result of the transmission of or changes made to confidential information submitted through Butter and Egg Road.

Butter and Egg Road makes no warranty or representation that any or all content and/or services provided on or through Butter and Egg Road are lawful or available for use in all jurisdictions.

Limitation of Liability

You acknowledge and agree that the role of Butter and Egg Road is that of an event curator and coordinator only. Neither the Company or Butter and Egg Road is, or provides the services of, a travel agent or travel guide. You acknowledge and agree that the Company has no control over, and does not guarantee the quality or safety of, accommodations, venues, travel (including, without limitation, by airline, car, train, etc.), or events that are utilized by a Member of arranged for by the Company in respect of an Event. Accordingly, ANY AND ALL CLAIMS WITH RESPECT TO EVENTS OR SERVICES PROVIDED BY THE COMPANY TO A MEMBER ARE LIMITED TO CLAIMS THAT MAY BE HAD AGAINST THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, OTHER MEMBERS, THIRD PARTY HOTELS, RESTAURANTS, VENUES AND TRANSPORTATION SERVICES).

the company, its directors officers, shareholders employees AND agents SHALL not BE HELD responsible or liable for any costs, EXPENSES, LOSS, INJURY or damage caused by or arising from: (i) reliance by a user or member on content or information obtained through the butter and egg road website (or any third-party sites linked to it) and information provided to a user or member by the company, its directors officers, shareholders employees AND agents; (ii) CHANGES OR CANCELLATIONS BY THE COMPANY TO EVENTS; (III) FAILURE OF A MEMBER TO PROPERLY ARRANGE FOR TRAVEL, ACCOMMODATIONS, TRAVEL INSURANCE, TRAVEL DOCUMENTS, VISAS, OR PASSPORTS; AND (IV) ATTENDANCE OR PARTICIPATION OF A MEMBER AT AN EVENT INCLUDING, WITHOUT LIMITATION, INJURIES SUSTAINED AT AN EVENT INCLUDING INJURIES RESULTING FROM THE CONSUMPTION OF FOOD OR ALCOHOL; AND THE COMPANY HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, IN CONNECTION WITH ANY OF THE FOREGOING.

Release and Indemnity

Users understand that their travel to and from, attendance at, or participation in any Event arranged or curated by Butter and Egg Road may expose them to a variety of inherent hazards and risks, which include but are not limited to injury, death, property damage, or loss resulting from (but not limited to): ground or air traffic accident or collision during travel; exposure to food allergens and food-related illness; exposure to alcohol and alcohol-related illness; exposure to serious, extreme, or dangerous weather events and natural hazards; exposure to events and venues governed by differing health, safety, and building standards and codes; and, the actions, judgment, or errors of other Users, Members and third parties.

Users and Members are aware of the risks, dangers, and hazards associated with traveling and participating in an Event and agree to freely accept and fully assume all such risks, dangers, and hazards and the possibility of personal injury, death, property damage, or loss resulting therefrom. You agree to defend, indemnify, and hold harmless the Company, its officers, directors, SHAREHOLDERS employees and agents, from and against any claims, actions or demands, including, without limitation, legal and accounting fees, alleging or resulting from any third party due to or arising out of your participation in an event or use of butter and Egg Road services and website, your violation of the rights of another, or your breach of the terms of the Terms of Use or the documents it incorporates by reference. The Company shall provide prompt notice to you of any such claim, suit, or proceeding.

Content on Butter and Egg Road

Content

Butter and Egg Road and all of its content, including, but not limited to, its software or HTML code, scripts, text, artwork, photographs, images, video, audio, trade-marks, logos, and service marks (collectively, the “Content”) are the exclusive property of, or are licensed to the Company. The Content is protected by copyright laws and other Canadian and international laws and treaties. The Company may revise and/or discontinue any Content at any time without prior notice. Users are prohibited from modifying, copying, distributing, publishing, displaying, selling, licensing, creating derivative works, or using any Content for any purpose, except as otherwise permitted by the Company in writing.

This document was last updated on January 1, 2013.

Copyright © 2012, Butter and Egg Road Inc. All Rights Reserved. Butter and Egg Road services and benefits are offered in Canada by Butter and Egg Road Inc. Users of Butter and Egg Road agree to be bound by the terms of the Butter and Egg Road Terms of Use.

Butter and Egg Road USA, Inc.

Terms of Use (United States)

Overview

The following terms and conditions (the “Terms of Use”) apply to all visitors to and users of (including Members (as defined below), “Users”) the web site located at www.butterandeggroad.com (the “Site”). The Site is owned and operated by Butter and Egg Road USA, Inc., and its subsidiaries and other affiliates, (collectively, the “Company”). In the Terms of Use, “you” or “your” (or other similar pronouns) refer to a User of the Site, and if the User is under the age of majority, they also includes the parent or legal guardian acting on the User’s behalf.

The Terms of Use are a contract between you and the Company that describe, among other things, your responsibilities and the limitations to the Company’s liability. The Terms of Use, including other terms incorporated by reference, constitute the entire and only agreement existing between you and the Company regarding your use of the Site. The Company retains the right to modify or amend the Terms of Use at any time as set forth herein. Users are responsible for regularly reviewing the Terms of Use.

By accessing the Site, you indicate your acknowledgment, acceptance of, and agreement to be bound by the Terms of Use. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE.

Description of Butter and Egg Road

The Site acts as an event curator with the objective of facilitating and arranging dining, social, and entertainment events (collectively, the “Events” and each an “Event”) in select cities throughout North America, for the benefit of its Members (as defined below).

Users who wish to participate in Events may do so by becoming a member of the Site (a “Member”), which requires completion of a Membership Application, acceptance by the Company of such User as a Member, and agreement by the Member to adhere to the Membership Code of Conduct that is set out below.

Neither the Company nor the Site provides any travel, tourism, entertainment, legal or other advice and should not be relied on in that respect.

Membership

Membership with Butter and Egg Road

There is one level of membership with Butter and Egg Road.

Members are eligible to particpate in any program curated by Butter and Egg Road.

Membership with the Site is achieved by submission of a Membership Application to the Company, as well as payment of a membership fee (see Annual Membership Fee, below). Membership with the Site is non-transferable and a Member may only maintain one membership account at any one time.

The Company relies on the Membership Application and payment information provided to the Company via the Site. By submitting your Membership Application, you are certifying that the information you provide is true, accurate, current, and complete. Membership application does not guarantee Member status. Subject to any applicable law, membership acceptance is at the sole discretion of the Company.

Any personal information you provide in connection with your use of the Site will be collected, used, and/or disclosed in accordance with the Company’s Privacy Policy.

If your Membership Application is accepted, you will receive a username and password by e-mail, which username and password will be required for access to certain portions of the Site and to purchase Events. Each Member is solely responsible for the security of his/her password and shall take all necessary precautions to keep his/her password private and to prevent the unauthorized access to, or use of, the Site. The Company shall not be liable for any liabilities, losses, damages, expenses or other consequences a Member may suffer due to any unauthorized use of such Member’s username or password. A Member is responsible for all transactions undertaken on the Site using his/her username or password.

Annual Membership Fee

The Annual Membership Fee in Butter and Egg Road is US $150 plus applicable taxes.

Payment of all fees (including fees for Events, as discussed below) will be made through the Site using InternetSecure (or any successor to InternetSecure), an online payment processing service. You must provide the exact name, billing address, credit card number, and expiration date corresponding with your credit card, as well as your telephone number. Incorrect information may cause a delay in processing, or the inability to process, an order. The Company may, in its discretion, invoice parts of an order separately or request that InternetSecure (or any successor to Internet Secure) hold a Member’s payment pending order acceptance by a third party.

Unless otherwise posted on the Site, all fees are quoted in U.S. dollars. You are responsible for paying all fees and applicable taxes (including, but not limited to sales and use taxes) in a valid and timely manner. If your payment fails or your account is past due, the Company may collect fees owed using available collection mechanisms (including, but not limited to, charging other payment methods on file with the Company, and retaining collection agencies and legal counsel).

Cancellation and Renewal of Membership

Members cannot cancel their membership during the applicable twelve-month period once they have successfully submitted an application and the application has been accepted by the Company, and no refunds will be given to Members who wish to cancel their membership mid-year.

Memberships must be renewed on an annual basis. Members will be given a thirty-day renewal notice by the Company before the end of a term of Membership. The Member will be informed of any material changes to fee structure for membership, and will be asked to confirm his/her Membership renewal.

Membership Code of Conduct

You agree to be bound by the “Butter and Egg Road Membership Code of Conduct.” By not adhering to the Membership Code of Conduct, you will be jeopardizing your membership with the Site. As a Member of the Site, you shall not:

Engage in behavior that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or racially, ethnically or otherwise objectionable while using the Site or participating in Events;
Engage in behavior that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law while using the Site or participating in Events;
Violate any third-party rights, or the Terms of Use while using the Site or participating in Events; or
Act in any way as a representative of the Company, purporting to speak or act on behalf of the Company.

Furthermore, you will not:

Use the Site if you are under the age of majority or otherwise not able to form legally binding contracts, unless your parent or legal guardian acts on your behalf;

Manipulate or interfere with another User’s access to the Site, or attendance at Events;

Circumvent or manipulate the Company’s fee structure, billing process, or fees owed to the Company; or

Harvest data or otherwise collect information about other Users (including, but not limited to, e-mail addresses) from the Site or at Events without the consent of the Company.

The Company has the sole right and absolute discretion to decline a membership application, or revoke membership, if a Member’s behavior does not comply with Butter and Egg Road’s Membership Code of Conduct as from time to time in effect.. In addition, the Company may at any time, in its discretion, modify the Butter and Egg Road’s Membership Code of Conduct in connection with its amending the Terms of Use as set forth below.

Travel Insurance and Documents

The Company does not provide travel-health, trip-cancellation or any other type of insurance. It is the responsibility of each Member to provide such insurance if he/she desires coverage. The Company also does not verify a Member’s passport, visa or other travel documents. It is the responsibility of each Member to verify that he/she has all appropriate travel documents.

Booking an Event

A Member’s correctly submitted order for an Event, completed by pressing the “Buy Tickets” (or other similar) button on the booking page, constitutes an offer to attend an Event and is accepted upon completion of the payment transaction between the Member and the third-party payment processor. Any application or acceptance of an application for an Event constitutes a transaction solely between the Member and the Company, and no third party will have any right as a result of such transaction. There are no third-party beneficiaries to the Terms of Access.

Fees for Events

The fees for Events are posted, from time to time, on the Site and may vary from Event to Event. You will have an opportunity to review and accept the fee, plus applicable taxes, that you will be charged for each Event.

Depending on the Event, Members will be given the opportunity to purchase one or more additional tickets for guests for each Event. The fees for such tickets will be posted on the Site, and may vary from Event to Event and from time to time.

Event Cancellations and Changes

Unless provided otherwise on the Site, Members are required to provide a minimum of seventy-two hours advance notice to the Company that they are cancelling their participation in an Event. The Company does not provide refunds to Members if a Member chooses not to attend an Event or chooses to cancel his/her attendance at an Event within seventy-two hours before the scheduled commencement of the Event, unless provided otherwise on the Site. No refunds will be provided to a Member if an Event is booked within seventy-two hours of the Event and the Member does not attend, or cancels his/her attendance at, the Event.

The Company reserves the right to cancel any Event at any time for any reason, in its sole discretion. In such a case, the Company’s only obligation to the Member shall be to refund all payments made by the Member to the Company for such cancelled Event and such refund shall constitute full and final settlement to the Member.

The Company reserves the right to change any details of an Event (including, but not limited to, venues, attractions, schedules and menus) from that advertised on the Site for any reason, in its sole discretion. The Company shall use commercially reasonable efforts to provide, by e-mail, notice of such changes to Members who have confirmed participation in an Event if such changes are a material part of the Event. In such a case, the Company will have no liability to a Member as a result of such change, although the Member can cancel his attendance at such Event as set forth in the first paragraph of this Section.

Force Majeure

The Company shall not be liable in any respect for failure to perform, or any delay in performing, any obligation hereunder or for an Event failing to proceed, or delayed in proceeding, as contemplated on the Site to the extent that such failure or delay is, directly or indirectly, caused by fire, earthquake, flood, or other extreme weather conditions, or other acts of God, acts or orders of any governmental authority, acts of a public enemy, riots, embargoes, strikes or other concerted acts of workers, casualties or accidents, failure or delay in deliveries of materials or transportation by persons other than the Company, shortage of cars, trucks, fuel, power, labor or materials by persons other than the Company, telecommunications failure or any other causes, circumstances or contingencies that are beyond the reasonable control of the Company.

Termination

The Company reserves the right to seek all remedies available under the Terms of Use and applicable law in connection with your violating the Terms of Use.

The Company may, in its sole and absolute discretion, terminate or suspend a User’s access to all or any part of the Site at any time, with or without notice to such User, for any reason, in its sole discretion. However, if the Company terminates a Member’s access to the Site without cause during such Member’s term of membership, the Company must refund to such Member a pro rata portion of the Annual Membership Fee previously paid by such Member for the year in which such termination occurs.

All provisions of the Terms of Use that by their nature are intended to termination shall survive the termination of use of the Site and termination of the Terms of Use (including, but not limited to, all warranty disclaimers and limitations on liability contained herein).

Governing Law

User’s access to, and use of, the Site is subject to all applicable laws. The Site is operated by the Company from its offices in the State of New York, United States, and resides on servers located in the Province of Ontario, Canada, but can be accessed from other jurisdictions. By accessing the Site, you agree that the laws of the State of New York, without regard to principles of conflict of laws, shall govern the interpretation, validity, and effect of the Terms of Use, notwithstanding your place domicile, residence or physical location. If you access the Site from outside of New York, you are responsible for compliance with all applicable local laws.

Any legal action based on a dispute between the parties arising from use of the Site, an Event or the Terms of Use may only be resolved in a court located in the County and State of New York. You consent to any such court being a proper venue for any such dispute, and waive any right to argue that any such court is an inconvenient venue.

Access and Technical Information

Access to, and membership in, the Site is granted entirely at the discretion of the Company. The Company reserves the right to grant or deny access to Site, and the services it provides, to any person so long as any such denial of access does not violate any applicable law. Access to, and use of, password protected and/or other secure areas of the Site that are not explicitly for a User’s use is prohibited, and attempting to access these areas of the Site is a violation of the Terms of Use.

The Company reserves the right to store information on a User’s computer in the form of "cookies" or other similar files for purposes of customizing the Site for your use and for generally improving the Site for all Users. The Company’s Privacy Policy provides additional information regarding the Company’s use of cookies.

Warranty Disclaimer

THE SITE, THE EVENTS, ALL CONTENT (AS DEFINED BELOW) AND ALL SERVICES PROVIDED BY THE COMPANY VIA THE SITE ARE PROVIDED TO USERS “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, LEGALITY OR AVAILABILITY).

Limitation of Liability

The role of the Company is that of an event curator and coordinator only. Neither the Company nor the Site is, or provides the services of, a travel agent, travel guide or other similar professional. You acknowledge and agree that the Company has no control over, and does not warrant or guarantee, the quality or safety of accommodations, venues, travel (including, but not limited to, travel by airline, car, ship or train), or Events that are attended or participated in by a Member, and has responsibility therefor.

EXCEPT AS SET FORTH IN THE IMMEDIATELY FOLLOWING SENTENCE, THE COMPANY, AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES OF ANY KIND CAUSED BY OR ARISING FROM THE SITE, AN EVENT, ANY SERVICES PROVIDED BY THE COMPANY VIA THE SITE, OR THE TERMS OF USE, AND ALL SUCH RESPONSIBILITY OR LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, IS DISCLAIMED. ANY PROVISION OF THE IMMEDIATELY PRECEDING SENTENCE TO THE CONTRARY NOTWITHSTANDING, THE COMPANY WILL BE LIABLE TO A USER FOR ALL DIRECT DAMAGES ACTUALLY INCURRED BY SUCH USER IN CONNECTION WITH THE COMPANY’S FAILURE TO PERFORM ANY OBLIGATION UNDER THE TERMS OF USE AND THE CONTINUATION OF SUCH FAILURE FOR MORE THAN THIRTY DAYS AFTER WRITTEN NOTICE OF SUCH FAILURE IS GIVEN TO THE COMPANY; PROVIDED, HOWEVER, THAT UNLESS THE COMPANY IS GROSSLY NEGLIGENT OR ENGAGES IN WILLFUL MISCONDUCT, THE COMPANY’S LIABILITY FOR SUCH DIRECT DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY SUCH USER TO THE COMPANY IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH DIRECT DAMAGES.

No provision of the Terms of Use will affect any claim that a User may have against third parties (including, but not limited to, other Users, hotels, restaurants, venues and transportation service providers), and a User may pursue any such claim in his or her discretion.

Indemnity

Users understand that their travel to and from, attendance at, or participation in any Event may expose them to a variety of inherent hazards and risks (including, but not limited to, injury, death, property damage, or loss resulting from travel accident or collision, exposure to food allergens and food-related illness, exposure to alcohol and alcohol-related illness, exposure to extreme or dangerous weather and other natural hazards, exposure to differing health, safety, and building standards and codes, and the actions or negligence of other Users and third parties. Each User assumes such hazards and risks, and the Company is not responsible, and will have no liability, for them.

Except if the Company is grossly negligent or engages in willful misconduct, you will defend, indemnify, and hold harmless the Company, and its officers, directors, shareholders, employees and agents, from and against any costs, damages, fines, liabilities, losses, penalties and other monetary outlays incurred by the Company in connection with or resulting from any allegation, claim, action, demand or proceeding (including, but not limited to, legal and accounting fees and disbursements) by any third party due to, arising from or otherwise relating to your participation in an Event, your use of the Site or any services available under the Site, your violation of the rights of another any applicable law or the Terms of Use, or your fraud, negligence or intentional misconduct. The Company shall provide prompt notice to you of any such allegation, claim, action, demand or proceeding upon obtaining actual knowledge of its existence.

Amendments

The Company may amend the Terms of Use at any time by posting such amendment on the Site, and such amendment will be effective immediately upon such posting, except that such amendment will not apply to any transaction occurring on the Site prior to the date of such posting. The Terms of Use may also be amended by a writing signed by the Company and a User.

Content

The Site may from time to time be linked to other web sites that are not maintained by the Company. The Company is not responsible for any content on such web sites. No link from the Site to another web site, or from another web site to the Site, is an endorsement, sponsorship or recommendation of such other web site, and the link is only provided for your convenience.

Third-Party Links

The Site and all of its content, including, but not limited to, its software or HTML code, scripts, text, artwork, photographs, images, video, audio, trademarks, and service marks and logos, (collectively, the “Content”) are the exclusive property of, or are licensed by third parties to, the Company. The Content is protected by copyright laws and other laws of the United States, the State of New York and other jurisdictions. The Company may revise and/or discontinue any Content at any time without prior notice to you or any third party. Users are prohibited from modifying, copying, disclosing, distributing, publishing, displaying, selling, licensing, creating derivative works from, or otherwise using any Content for any purpose, except as permitted in the Terms of Use or by the Company in writing, or as required by applicable law.

General

Whenever possible, each provision of the Terms of Use (including, but not limited to, the limitation of liability contained herein) shall be interpreted in such a manner as to be valid under applicable law. If, however, any such provision shall be invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid only to the extent of such invalidity without the remainder of such provision, or any other provision of the Terms of Use, being invalid.

Waiver by a party of a breach of any provision of, or any right or remedy of a party under, the Terms of Use or the documents it incorporates by reference will not operate or be interpreted as a waiver of any other or subsequent breach or of any such right or remedy. Any such waiver will only be effective if given in a writing signed by the party granting such waiver.

Dated: January 14, 2013