MEMBERSHIP AGREEMENT
This membership agreement ("Agreement") is made between MemberWorks Canada Corporation ("we", "us" or "our") and the enrolled member of the membership program to which this Agreement relates ("Membership Program") and, as named on the membership card ("you" or "your"). UPON ENROLMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. WE URGE YOU TO READ THE TERMS AND CONDITIONS CAREFULLY AND, IF YOU HAVE ANY QUESTIONS, CALL US TOLL-FREE AT THE NUMBER PROVIDED ON YOUR MEMBERSHIP CARD OR, IF APPLICABLE, ON THE MEMBERSHIP PROGRAM WEBSITE (MONDAY TO FRIDAY 8AM-10PM AND SATURDAY FROM 8AM-5PM ET).
TERMS AND CONDITIONS
1. Provision of Services. The Membership Programs and related services are marketed and offered by MemberWorks Canada Corporation.
2. Membership Benefits. As a member, you are entitled access to discounts and/or other benefits on certain products and services offered by participating vendors ("Benefits"), as explained in the membership materials. Some Benefits may not be available in your area, and we reserve the right to eliminate, add, change and substitute Benefits and participating vendors without notice to you. See your membership materials for further details and limitations.
3. Membership Term. This Agreement is made as of the date you agreed to enroll in the Membership Program ("Enrollment") and is entered into at the address you supplied. Your membership is effective for a period of twelve months from receipt of this Agreement (deemed to be the 15th day after you agree to try this Membership) under the annual membership plan, for a period of one-month following such date under the monthly membership plan or for the period agreed upon under the installment membership plan authorized by You (and as specified in the Membership materials) ("Term").
4. Renewal of Membership. Unless you cancel your membership by following the instructions in paragraph 10 (below), we will automatically renew your membership at the end of each Term for an additional Term at the then-current membership fee, which will continue to appear on your billing statement. We reserve the right to increase or decrease the membership fee no more frequently than once per Term with prior written notice to you.
5. Payment of Membership Fee. Your membership fee, as set out in your membership materials, will automatically be charged to the billing source authorized by you, in accordance with the payment terms to which you agreed (and as set out in your Membership Program materials). Payment of the membership fee will be charged at time of your acceptance of this Membership. Any fees or charges incurred by you in connection with the Membership Program other than the membership fee, such as bank or overdraft charges, are your sole responsibility. You may terminate your Membership as provided in paragraph 10.
6. Use of Membership. Your membership is non-transferable. You agree that only you and your Immediate Family may use your membership. "Immediate Family" means you, your spouse or partner and your children living at your place of residence. Benefits are not for resale. Your membership may only be used for personal use and may not be used for any commercial purposes. You will promptly notify us if you become aware of any unauthorized use of your membership card or membership number, or if your membership card is lost or stolen. If you are offered the opportunity to claim a gift in connection with your enrolment in the Membership Program, you are limited to one gift per Membership Program and, depending upon the offer, you acknowledge that you may be required to be an active member of the Membership Program at the time your gift claim is processed. You are limited to one membership per household per Term.
7. Disclaimer of Liability. For the purpose of this paragraph 7, the term "we", "us" or "our" includes MemberWorks Canada Corporation and any person or organization, its officers, directors and employees that endorse or market the Membership Program. You agree that we and our subsidiaries and affiliates are not responsible or liable for any Benefits and, if you have any claims relating to such Benefits, you will make your claim against the participating vendors providing the Benefits. WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE BENEFITS OR RELATED INFORMATION PROVIDED TO YOU. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY EXCEED YOUR CURRENT MEMBERSHIP FEE, AND UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. We assume no responsibility for the payment of or contribution to any use or sales tax on the Benefits which may be imposed by taxing authorities, and such taxes, to the extent imposed, shall remain your sole responsibility or that of the participating vendors providing the Benefits, as the case may be.
8. Entire Agreement. This Agreement (including the membership materials and the membership card) contains all of the terms and conditions with respect to your membership, and no representations, inducements, promises or agreements concerning the membership not included in this Agreement shall be effective or enforceable. If any of the terms and conditions of this Agreement shall become invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.
9. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the province in which you reside and the federal laws of Canada applicable therein.
10. CANCELLATION OF MEMBERSHIP. TO CANCEL YOUR MEMBERSHIP, YOU CAN CALL US TOLL-FREE AT THE NUMBER PROVIDED ON YOUR MEMBERSHIP CARD OR, IF APPLICABLE, ON THE MEMBERSHIP PROGRAM WEBSITE, OR YOU CAN WRITE TO US AT MEMBER SAVINGS, P.O. BOX 100, STN B, MONTREAL, QC, H3B 3J5. YOUR TERMINATION WILL BE EFFECTIVE PROMPTLY ON a) RECEIPT OF YOUR REQUEST, OR b) FOR THE MONTLY PAYMENT PLAN ON THE DAY IMMEDIATELY FOLLOWING THE END OF THE MONTH IN WHICH YOU CANCEL. UPON CANCELLATION; UNDER THE MONTLY PAYMENT PLAN YOU WILL NOT BE BILLED ANY FURTHER MEMBERSHIP FEES AND WILL NOT BE ENTITLED TO A REFUND; UNDER THE YEARLY PAYMENT PLAN YOU WILL NOT BE BILLED ANY FURTHER MEMBERSHIP FEES AND WILL BE ENTITLED TO A PRORATA REFUND OF YOUR MEMBERSHIP FEE. DEPENDING UPON THE TERMS YOU AGREED TO, ANY ENROLLMENT, PROCESSING AND/OR TRIAL PERIOD FEES MAY NOT BE REFUNDABLE. ANY OTHER FEES OR CHARGES INCURRED IN CONNECTION WITH THE PROGRAM (INCLUDING BANK OR OVERDRAFT CHARGES) ARE YOUR RESPONSIBILITY. WE WILL TERMINATE YOUR MEMBERSHIP IF IT IS NOT USED IN ACCORDANCE WITH THIS AGREEMENT OR HAS NOT BEEN PROPERLY ENROLLED THROUGH AN AUTHORIZED MARKETING OR ADVERTISING PARTNER. IN SUCH CASES, WE RESERVE THE RIGHT TO: (1) NOT REFUND MEMBERSHIP FEES PAID BY YOU; (2) NOT FULFILL ANY PENDING BENEFIT ORDERS; AND (3) NOT PROCESS ANY CREDITS FOR GIFT CARDS OR CERTIFICATES PURCHASED UP TO ONE MONTH PRIOR TO CANCELLATION OF THE MEMBERSHIP BY US. WE RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP AT ANY TIME FOR ANY OTHER REASON PROVIDED THAT WE MAKE ANY REFUND DUE TO YOU BASED UPON THE TERMS OF YOUR ENROLLMENT. A MEMBER IS PROHIBITED FROM RE-ENROLLING IN THE PROGRAM FOR AT LEAST TWELVE (12) MONTHS FROM CANCELLATION.
11. Availability Restrictions. The Membership Program is only available to residents of Canada (subject to some restrictions in NS and NF).
12. Personal Information. You agree that we may maintain and keep for as long as your membership remains current, or for as long as we require the information for business or legal purposes, the personal information you provide to us. This information will be used for membership purposes, including establishing your membership; orientating and implementing membership programs to meet your needs and perform the related follow up; recording and maintaining financial information related to your use of the Benefits, including information related to your accounts and transactions, and managing billing, accounting and collection services related to our business relationship. Your personal information will remain confidential and will be accessed only by our personnel and agents (including our marketers and telemarketers), the participating vendors that provide the Benefits and the organization that markets the Membership Program, including its marketing personnel. You agree that we may transfer your personal information to these entities. Upon written request (1801 McGill College Ave., 8th Floor, Montreal, PQ, H3A 2N4), you may access your personal information and/or request the correction of inaccurate information or deletion of obsolete information. For more information on our privacy policy, please call us toll-free at Member Savings at the number provided on your membership card or, if applicable, on the Membership Program website or visit our website at www.memberworks.ca.
13. CREDIT DATA IS PROVIDED BY TRANSUNION OF CANADA INC. AND/OR OTHER CREDIT REPORTING AGENCIES (CRAs). SUCH DATA, INCLUDING ANY REPORTS AND OTHER DOCUMENTS YOU MAY ORDER AS PART OF YOUR MEMBERSHIP BENEFITS IN THIS PROGRAM, AND ALL INFORMATION THAT YOU MAY REQUEST AND RECEIVE FROM PRIVACY PROTECTION PLUS IN THE FUTURE ARE PROVIDED ON AN "AS IS" BASIS. THIS MEANS THAT NEITHER WE NOR ANY CRA WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY OR COMPLETENESS OF SUCH INFORMATION NOR DO WE OR ANY CRA WARRANT OR GUARANTEE ITS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-INTERFERENCE. WE AND THE CRAs EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER THEY ARE IMPLIED OR ARISING FROM THE USAGE OF TRADE OR COURSE OF ANY DEALINGS. OUR AGGREGATE LIABILITY, IF ANY, FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES WHICH MAY BE SUFFERED OR INCURRED ARISING OUT OF ANY OF OUR ACTS OR OMISSIONS IN CONNECTION WITH PRIVACY PROTECTION PLUS SHALL NEVER EXCEED THE AMOUNT PAID BY YOU FOR PRIVACY PROTECTION PLUS.
