Terms of Service

1. Accepting the Terms of this Agreement

The words “Licensee” and “you” in this Agreement means the individual accessing the Software or any of the particular services made available on or through the Software, and, if applicable, includes any other legal entity on behalf of which an individual is accessing the Software. Additionally, you agree not to access the Software on behalf of any other legal entity unless you have the authority to bind that legal entity to this Agreement.

You represent and warrant that: (i) you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside; and (ii) your use of the Software will not violate any applicable law or regulation in the province, state, territory or country in which you reside.

If you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside, do not use the Software unless your parent or guardian accepts the terms of this Agreement on your behalf and consents to your use of the Software. In any event, you must be at least 13 years of age to access or use the Software.

By clicking ACCEPT, you indicate that you have read and understood and assent to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software.

2. Breaches of the Terms of this Agreement

If we believe that you have breached the terms of this Agreement, we reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Software and terminate the license granted to you pursuant to this Agreement without prior notice and without liability. We also reserve the right to pursue any and all legal and equitable remedies against you.

If you are aware of any violations of the terms of this Agreement, please report them to:
Clubhouse Golf
20 Bergey St.
Cambridge, ON, N3C 1P6
Email: tylergarside@clubhousegolf.ca

Please put "Notice of Violation" in the subject line of all such notifications and include in each such notice a reasonably detailed description of the alleged violation.

3. License Grant and Restrictions

Subject to the terms and conditions of this Agreement, Licensor grants you a personal, limited, non-exclusive, non-transferable, revocable license, to electronically access and use the Software, using your web browser.

In addition to the Clubhouse Management software, the term “Software” includes any other programs, tools, internet-based services, components and any updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Licensor provides or makes available to you.

4. Conditions of Use

(a) License Restrictions:You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Licensor systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the www.clubhousegolf.ca website; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Licensor’s other licensees or customers, or impose an unreasonable or disproportionately large load on Licensor’s infrastructure; or (vii) otherwise use the Software except as expressly allowed under Section 3.

(b) Content: Certain data, materials and content available within the Software (the "Content") may be owned and provided by Clubhouse Golf customers, event planners, sponsors or third parties. You agree not to copy, distribute or make any use whatsoever of the Content except as reasonably necessary for use of the Software in accordance with this Agreement, and you agree to defend, indemnify and hold Clubhouse Golf harmless from and against all claims, damages, costs or other liability arising from your use of the Content in violation of this Agreement.

By submitting or sending Content to us or otherwise making it available for display on or through the Software, you acknowledge and agree that the Content is your User-generated Content and you grant us the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, copy, cache, publish, reproduce, publish, display, distribute, modify, adapt, publish, translate, create derivative works from, store and perform such User-generated Content (in whole or part) and to incorporate it in other works (in each case irrespective of the form, media, or technology used) for the purpose of allowing us to administer, operate, display, distribute and promote the Software including but not limited to allowing other sites to link to Content displayed through the Software, even if such User-generated Content has been contributed and subsequently removed by you. You acknowledge that we may need to do the following in order to operate, display or distribute the Software and agree that we may do so: (i) transmit User-generated Content over various networks; and (ii) reformat User-generated Content.

We may but are not obliged to review any Content. Even if we do so, the review may not be to your satisfaction. You acknowledge this and the consequence that follows from it. Content accessible on or through the Software may include materials that are offensive or otherwise objectionable to you. We are not obliged but reserve the right to monitor some, all, or no areas of the Software from time to time: (i) to verify adherence to the terms of this Agreement or any other rules, codes of conduct or guidelines posted by us; or (ii) as required by law. We reserve the right, in our sole discretion, to reject, refuse to post, remove or block access to any Content that is available on or through the Software at any time, without notice and without liability. We reserve the right, in our sole discretion, to set limits on the amount of User-generated Content that you may contribute.

(c) Signing up for Certain Features: When signing up to access certain features of the Software or to participate in certain activities run on or through the Software, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it true and current. If you are given a username and/or a password for the purpose of accessing certain features of the Software or participating in certain activities run on or through the Software, you are responsible for all activities conducted under that username or password, and you will take all necessary steps to ensure that no one other than you uses that username or password and that that password is kept confidential.

If you have any reason to believe that any password assigned to you has become known to or been used by any other person, you will inform us immediately. You will be asked to suggest one or more usernames when you register with the Software. Please note that the assignment of a username to you is in our sole discretion. As well, we may, at any time, change any username or password assigned by us to you. We will notify you when we do so. If you choose to post when using the Software with location tracking turned on, your approximate location will be disclosed to other users of the Software. Your location will be adjusted by up to 20 meters (60 feet) so that your exact location is never transmitted to our servers or displayed in the Software.

(d) Additional Terms and Conditions: Please note that certain services made available on or through the Sofware may require you to agree to further terms and conditions, including without limitation posted guidelines or rules applicable to such services. Unless such terms and conditions expressly set out otherwise, if there is any inconsistency between those terms and conditions and the terms of this Agreement, the terms of this Agreement will prevail. All additional terms and conditions, including without limitation posted guidelines or rules, are hereby incorporated by reference into this Agreement.

5. Reservation of Rights and Ownership

The Software is licensed on a PER USE basis, not sold, and Licensor reserves all rights not expressly granted to you in this Agreement. Licensor owns the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to the trademarks or service marks of the Licensor.

6. Registration

You must register to use the Software and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Licensor has reasonable grounds to suspect is inaccurate, not current or incomplete, Licensor may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software.

7. Privacy

Any personally identifiable information you provide when using the Software will be used by Clubhouse Golf in accordance with its Privacy Policy which may upon the domain or subdomains of http://www.clubhousegolf.ca where the Privacy Policy is posted. You agree to be bound by the Privacy Policy, as it may be amended from time to time in accordance with its terms.

8. Feedback

From time to time, you may choose to ask, make or provide questions, suggestions, ideas, comments, recommendations, feedback, requests or other information relating to the Software (“Feedback”) to us. By providing any Feedback to us, you: (i) agree that the Feedback is not confidential; and (ii) assign all right, title and interest in and to the Feedback to us including all intellectual property rights. We shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose (commercial or otherwise) without any acknowledgment of or compensation to you.

9. Disclaimer Regarding Third Party Content and Linked Websites

We, users of the Software or third parties, may provide links to resources not forming part of the Software. We have no control over such resources. You acknowledge and agree that we are not responsible for the availability of such external resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such resource.

Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties accessible on or through the Software, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or other third parties. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or other third parties on the Software. Please note, if you provide any information to a third party (e.g., your contact information or credit card information), such information is collected by the third party and not by us, even if you made a purchase from a third party website that was linked from or framed within the Software.

10. Disclaimer and Limitation of Liability and Damages

You acknowledge that the Software is provided over the Internet and therefore the availability of the Software may be affected by factors outside of Clubhouse Golf’s reasonable control. Clubhouse Golf has no responsibility whatsoever for unavailability of the Software, or any difficulty or inability to download or access the Software or for any other system failure which may result in the Software being unavailable. THE SOFTWARE IS LICENSED AND PROVIDED "AS IS" AND "AS AVAILABLE," AND CLUBHOUSE GOLF MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PERFORMANCE, RELIABILITY, ACCURACY OR SUITABILITY FOR ANY PURPOSE, OF THE SOFTWARE. CLUBHOUSE GOLF DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND ITS OPERATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLUBHOUSE GOLF, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CUSTOMERS BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE, NOR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES WHATSOEVER WHICH ARISE OUT OF OR RELATE TO THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY OTHER CAUSE OR CLAIM ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing in this Section 10, the limit on our (including our representatives and suppliers) total cumulative liability to you or any person, for any claims arising from or relating to the Software, any Content or the terms of this Agreement, will not exceed $100.00 Canadian dollars. Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to the terms of this Agreement does not permit any such exclusion or limitation, our (including our representatives and suppliers) total liability to you in connection with any incidental, special or consequential damages will be limited by the third paragraph of this Section 10. No legal action, regardless of form, arising out of this Agreement or relating to the Software, may be brought by you more than one year after you have knowledge of the occurrence which gives rise to the cause of such action.

11. Indemnity

You agree to indemnify us (and our representatives and suppliers) and hold all of us harmless from any and all claims and expenses, including attorney's fees, arising from or relating to: (i) any User-generated Content that you contribute to the Software; (ii) your use or misuse of the Software or any Content; (iii) any person's use of any account or password provided to you in relation to the Software, regardless of whether such use is authorized by you; (iv) any breach by you of any of the terms of this Agreement; and (v) any breach by you of any law or regulation or any rights of any third party.

12. Termination

Clubhouse Golf may terminate this Agreement at any time at its sole discretion with or without notice to you. Upon any termination, the rights and licenses granted to you herein shall terminate, and upon notice of termination you must cease all use of the Software. Additionally, your rights under this Agreement will terminate automatically if you fail to comply with any term(s) of this Agreement. Any termination of this Agreement shall not affect Licensor’s rights hereunder.

In addition to any other termination rights that we may have, we may terminate our agreement with you if: (i) you breach any provision of the terms of this Agreement or clearly intend to do so; (ii) we are required to do so by law; or (iii) we are no longer making the Software available in the jurisdiction from which you access it. Those sections which by their nature should survive the termination or expiration of this Agreement will survive termination or expiration of this Agreement.

13. Applicable Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws provisions. You agree to attorn to the jurisdiction of the courts of the Province of Ontario, or the Federal Courts of Canada, located in the City of Toronto for the conduct of any legal proceedings under, or related to, this Agreement.

14. Assignment

Clubhouse Golf may assign or transfer this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or any part of it or any rights to use the Software, in whole or in part, to any other party, and any attempt to do so shall be void.

15. Force Majeure

Clubhouse Golf will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by you.

16. Severability

The various provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision.

17. Amendment; Modification

Licensor shall have the right to change or add to the terms of this Agreement at any time, in its sole discretion, (provided that it is not Licensor’s intent that such change(s) substantially and detrimentally affect the license rights granted to Licensee in Section 3) and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software upon notice by any means Licensor determines in its discretion to be reasonable, including deemed notice by posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Licensor sponsored web site. Any use of the Software by you after Licensor's publication of any such changes shall constitute your acceptance of this Agreement as modified.

18. Other

Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Licensor and sets forth the entire liability of Licensor, its suppliers, and service providers, and your exclusive remedy with respect to the Software and its use. The suppliers, agents, employees, distributors, dealers and other representatives of Licensor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Licensor.

You and us are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between us and you. Neither us nor you will have the power to bind the other or incur obligations on the others behalf without the other’s prior written consent, except as otherwise expressly provided in this Agreement.

Any notice or other significant communication given to you pursuant to this Agreement will be in writing, addressed to any email address or address that you provided to us when registering (as updated by you) and sent to you by email or by a nationally recognized overnight courier as applicable. Any notice or other significant communication given to us pursuant to this Agreement will be in writing and sent to us at the address listed in Section 2. Notices will be deemed to have been received one business day following: (i) email transmission by us to you; (ii) deposit with a globally recognized overnight courier service, all delivery charges pre-paid; or (iii) transmission if sent by facsimile and receipt confirmed by the facsimile machine used.

Any waiver of the terms herein by Licensor must be in a writing signed by an authorized officer of Licensor and expressly referencing the applicable provisions of this Agreement. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word including means including but not limited to. This Agreement does not limit any rights that Licensor may have under trade secret, copyright, patent or other applicable laws.

Last updated: May 20, 2019
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