The STRUT VIP Membership Program & Acceptance of Terms:

 

STRUT VIP is a membership-based program (“STRUT VIP” or “Service”) operated by Strut Entertainment Inc. ("Strut", “we”, “us”, “our”). STRUT VIP allows you (“you”, “your”) to enroll as a member and to redeem credits for a variety of sessions, consults, resources and benefits rewards provided to members by Strut or its industry partners. 

 

Your access to and use of STRUT VIP is conditional on your acceptance of these terms and conditions, including our privacy policy and code of conduct, each of which are incorporated into and made a part of these terms and conditions (collectively, the “Terms”). If you are using the Service for or on behalf of an organization then your acceptance of these Terms constitutes that organization’s acceptance of these Terms, you represent that you have the authority to bind the organization to these Terms, and all references to you will refer to the organization and its affiliates and users. If you do not agree to these Terms, do not use the Service.

 

Strut reserve the right to update or change these Terms, in whole or in part, at any time, including, without limitation, by notice via email or on the Service, or by posting new and/or updated Terms to the Service website. It is your responsibility to check for any such notices, updates or changes. Your continued use of the Service shall constitute your acceptance of any such updated or changed Terms. 

 

Online Access

Our Service is web-based. To use the Service, you must have access to the Internet and an email address. We are not responsible for any fees associated with Internet access, or for the devices and equipment required. You may not access the Service by any means other than through the Service interface we provide to you. The Service may include certain communications from us, such as fulfilling your credit redemption, providing membership benefits, newsletters and administrative messages, and these communications may be provided to you via the Service or via your email address. By using the Service, you consent to receive these communications. We do not guarantee that any communications will be confidential. 

 

Content and data

You acknowledge and agree that you are responsible for all information, data, text, media, goods, services or other materials you provide, post, share, transmit or otherwise make available via the Service (collectively, “Data”). We do not control, verify, or endorse any Data. You may not upload any Data that is inaccurate, infringes any intellectual or other rights of any party (for example, images that you do not have the rights to), or is otherwise unlawful. 

 

By uploading your Data, you grant us perpetual, worldwide, royalty-free and transferrable licence to use your Data in accordance with these Terms (the “Licence”). This Licence shall include, without limitation, the rights for us to make copies of, retain, transmit, reformat, display, and distribute via communication tools your Data in or via the Service, and to pass along any of our rights to others. You represent and warrant that you have (and will have) the right and authority to grant us the Licence, and that your Data and its collection, use, and retention of by us or any others will not violate any law or rights, including, without limitation, privacy and copyright. You may not upload any Data that contains software viruses, worms, Trojan horses or any other computer code, file or program that may be harmful or interrupt, destroy or limit the functionality of the Service, network or equipment related to the Service, or impact the ability of any user to access the Service. We do not own, control, verify, pay for, endorse or otherwise assume any liability for your Data and cannot be held responsible for your Data or any data of any other users.

 

We will not sell your Data. Your Data will be shared or modified, including under the following conditions:

 

• Data shared with third party service providers. We may need to transmit certain data to third party service providers as necessary to provide the Service. For example, we may share your Data with our software provider, MembershipWorks, or our participating industry partners that provide consultations and sessions to STRUT VIP members. This includes, but is not limited to, sending emails or text messages, processing payments, exporting accounting data, and synchronizing mailing lists. Information from third party service providers may also be used to modify your Data -- for example, activity reported by your payment processor may be used to insert transactions and update renewal dates.

 

• Data required by law or compliance. We may disclose your Data in order to comply with legal requests, processes or demands, to respond to claims that your Data violates the rights of third parties, and to protect the rights, property or personal safety of us, our users, and the public. 

 

• Data transmissions. The operation of the Service will involve transmissions of your Data over various networks and devices. Your Data may be modified to conform and adapt to technical requirements of connecting network, devices and software. We do not guarantee that any transmissions will be confidential.

 

Under no circumstances will we be liable for your Data or any use of your Data pursuant to these Terms, including, but not limited to, for any errors or omissions in your Data, or for any loss or damage of any kind incurred as a result of the use of any Data posted, transmitted or otherwise made available via the Service. You understand that we may need, and you hereby acknowledge that the Licence includes, the rights to use, modify, adapt, reproduce, distribute, and display content posted on the Service, including your Data, to the extent necessary to provide the Service. We do not moderate the Data but you acknowledge that we shall have the right (but not the obligation) to do so, and we shall have the right to remove any Data for any or no reason, including, without limitation, Data that violates these Terms, could damage our reputation or goodwill, or is otherwise objectionable in our sole discretion. 

 

For more information on how we collect and use your Data, please see our privacy policy.

 

Service fees and cancellation policies

Service fees are due upon your registration to the Service and are then payable each year on the anniversary date of your registration. All fees are in Canadian dollars and are exclusive of any taxes imposed by taxing authorities. You authorize us, and our third-party service providers, to charge you any fees for products or services you may purchase, and any applicable taxes in connection with your use of the Service, to the payment card or bank account information you provide. You agree to reimburse us for any collection costs, interest or other fees (including, without limitation, legal fees) that may result from your failure to pay any applicable fees, including without limitation, costs in connection with the collection of overdue amounts and any fees or costs in connection with any payment disputes.

 

Service fees are non-refundable, but in our sole discretion we may reimburse you for your membership fees solely if you cancel your membership within 7 days of your initial registration for the Service. 

 

To cancel your registration, you must sign in to your Service account and follow these steps:

• go to the Manage Account section of the website and login with your email and password

• Click "renew, upgrade or update billing"

• Click "Cancel My Membership"

• Click "Save" button

 

If you cancel the Service, your cancellation will take effect immediately and you will lose access to the Service, including any credits that may be associated with your account or membership. We reserve the right to cancel your membership and terminate your access to the Service at any time, in our sole discretion, including, without limitation, if any fees are overdue for more than 30 days. When your membership to the Service is cancelled, you will no longer have access to your Data via the Service, and we may delete your Data from our system at any time. We accept no liability for your deleted Data, and we cannot recover any deleted Data. We reserve the right to store your Data, including archived copies of your Data as part of our routine backup processes and for accounting purposes. However, we have no obligation to maintain or provide you with copies of any of your Data that we may store.

 

Third Parties

Strut has a variety of participating partners and suppliers (“Third Parties”) which may make certain products or services available to you via the Service, including, without limitation, via the redemption of your credits for services offered by those Third Parties. These Third Parties are independent persons or entities and may have their own additional terms and conditions and policies. Strut is not responsible for the terms and conditions which any Third Parties require or provide in connection with their products or services, or for the nature or quality of the products or services offered by such Third Parties. Without limiting the generality of the foregoing, your use of any third party products services (including, without limitation, payment processors such as PayPal or Stripe, accounting software and mailing list services) may be subject to any applicable terms of service and privacy policies of those the third parties offering such services, and you are solely responsible for reviewing, agreeing to, and complying with any and all such third party terms and policies.

 

We are not responsible for any risks, loss or damage incurred as a result of the use of any third-party service, product, software, content or websites, including, without limitation, those offered by any Third Parties (collectively “Third Party Materials”). The inclusion of any Third-Party Materials on the Service, or any references to any Third-Party Materials on or via the Service, is provided solely as a convenience to you, and does not constitute our approval or endorsement of such Third-Party Materials.

 

Adjustments and Liability in Case of Errors

Strut reserves the right to make any adjustments to the Service and your access to the Service, including, without limitation, to correct any errors, at any time and for any or no reason, in Strut’s sole discretion and with or without notice to you. Without limiting the generality of the foregoing: (i) we may remove credits from your account if we determine that those credits were erroneously earned or credited to your account; and (ii) Strut or any Third Parties may refuse to offer you services claimed in exchange for credits in the event that it is determined there was any error relating to your membership or your credits . 

 

Limitation of Liability and Disclaimers

You expressly understand and agree that, to the fullest extent permissible by law, Strut, including, for the purposes of this section, our affiliates, licensors, third party service provides and suppliers, and representatives, and each of our and their respective officers, directors, agents, successors and assigns (collectively, the “Strut Parties”), shall not be liable to you or any other person or entity for any loss or damage for any reason whatsoever in connection with the Service or any related product or service, including without limitation, as a result of any change to or termination of the Service, the removal of any participating Third Parties, changes to Service policies or procedures (e.g. relating to credits such as accumulation or redemption requirements), any errors relating to your STRUT VIP membership or account information, unauthorized access to your account, or any changes by any third parties. In no event shall the Strut Parties be liable for any direct, indirect, punitive, incidental, special, economic, exemplary or consequential damages of any kind (including, without limitation, negligence, damages for loss of profits, damages for loss of revenues, loss of data, loss of time, loss of business, goodwill, use, data or other intangible losses), whether based in contract, tort or otherwise, which arise out of or are in any way connected with the Service, your access to and use of the Service, or these Terms.

 

The Strut Parties do not represent, warrant or guarantee the accuracy, currency or completeness of the Service, or that the Service will be available without interruption, errors or omissions, or that we will correct any defects with the Service, or that the Service (or any component of the Service, including our user interface or our website) are or will be free from viruses or other harmful components. The Service is provided on an "as is" and "as available" basis, without representations, warranties, guarantees or conditions of any kind, express or implied.

 

By using the Service, you agree to release and discharge the Strut Parties from any and all losses, liabilities, claims, demands, actions, causes of action, damages, debts, obligations, or expense of any kind, nature character and description, known and unknown, which may be asserted by any you or any other person or entity, including, without limitation, relating in any way to the Service, your use of the Service, the accumulation or redemption of credits, or any use of any product or service obtained directly or indirectly in connection with the Service. You agree that the foregoing complete general release shall be and remain in effect, notwithstanding the discovery or existence of any new, additional or different claims or facts.

 

Without limiting anything else in these Terms, the Strut Parties are not liable in any way for any tax consequences which result from your use of the Service. You are solely responsible for the reporting of any income tax benefits and the payment of any taxes.

 

Governing Law and Dispute Resolution

These Terms and all matters relating to the Service shall be governed by the laws of the province of Ontario and the federal laws applicable therein, without reference to conflict of laws provisions or your physical location or place of residence. By using the Service, you consent and submit to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any disputes, actions or proceedings relating in any way to these Terms or the Service. For certainty, enrollment in STRUT VIP occurs in the Province of Ontario upon confirmation by Strut to you of your enrollment in the Service.

 

Reserved Rights

The Service includes certain information, software, images, sounds, and other materials and services (collectively, the “Strut Content”). You agree that the Strut Content and the selection and arrangement of the Strut Content and other Service features, including the website and user interface used to access the Service, are protected by Canadian and international intellectual and industrial property rights, including, without limitation, copyright and other proprietary rights. You agree that the foregoing rights are valid and protected in all media now known or later devised, and that your use of the Service and Strut Content shall be in accordance with such rights and these Terms. You are granted a limited licence to access and use the Service and the Strut Content in accordance with these Terms. Except for the limited rights expressly granted to you in these Terms, nothing in these Terms will grant to you any right, title, or interest in the Service or the Strut Content, and all such rights are expressly reserved by us and (to the extent applicable) our licensors.

 

General provisions

These Terms constitute the entire agreement between you and us regarding your use of the Service, and supersede any prior agreements (including, but not limited to, any prior versions of these Terms). The headings used in these Terms are intended primarily for reference and shall not by themselves determine the construction or interpretation of these Terms, in whole or in part. If any provision of these Terms or its application to any party or circumstance is determined to be illegal, invalid, or unenforceable, such provision will be ineffective only to the extent of such illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of these Terms and without affecting its application to other parties or circumstances. You represent and warrant that you are at least 18 years old, and that you have read these Terms and agree to be bound by them. You may not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. You agree to comply with all applicable laws (including regulations) relating to your access to and use of the Service. No waiver of any provision of these Terms will be effective against us unless made in writing, and no waiver by us will affect our right in the future to enforce such provision or to exercise any right or remedy.