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SUBSCRIPTION AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY to understand all related legal obligations before purchasing a subscription.

1. PRODUCT DESCRIPTION

   The jazzwines.com guide ("the Product") is an online publication offered via the jazzwines.com web site (the "Site"). The Product provides information and related services not otherwise available for free on the Site, including, but not limited to, systems to submit events for consideration and potential inclusion in the Site calendar. The Product also includes both a selection of restaurant reviews and ratings licensed by JW from ZagatSurvey of New York, NY ("Zagat Content"). Part of the agreement between JW with ZagatSurvey provides added value to the subscriber by offering subscribers a $5 discount coupon [which may be applied towards the Fees] when further and separately subscribing to a full annual subscription at zagat.com.

   The Site is owned, published and managed by Jazz Wines Inc. of Toronto, Canada ("JW"). The Product is primarily a web-based product.

   All rights related to the Zagat Content are the property of ZagatSurvey. JW does not guarantee or confirm the accuracy of any of the information contained in or associated with the Zagat Content.

   The "Jazz Wines" name, jazzwines.com and various related names and identities are the property and trademark of JW. The Product is copyright by JW with all rights reserved.

   The Product is provided as a service to individuals who have subscribed to receive it ("recipient", "reader", "you") from JW or one of its web sites. No recipient may pass information contained in the Product to any other person without the prior written consent of JW, which may be unreasonably withheld.

   Pages can be printed from web pages for personal use. The use of the Site and all information included on the Site and associated with the Product is subject to copyright as provided in the Terms of Use of the Site], which, among other things, restricts the use of the Product.

2. PREMIUM PRODUCT

   From time to time, JW may, at its own discretion, offer subscriptions for the Product that are priced at a premium to the basic subscriptions for the Product (a "Premium"). A Premium may include additional physical products or outside services provided in conjunction with the basic subscription for the Product. For example, Premiums can include choice of a music compact disk or print guide that features local products, restaurants or other services. Subscription for a Premium ("Premium Subscription") will cost more than the cost of subscribing to the Product. A Premium Subscription shall be a one time fee payable to JW for such Premium and shall be in addition to the Fees and shall be payable in accordance with the terms hereof.

   Purchasers of a Premium Subscription may have to specify a name and physical address for receipt of the Premium and, once doing so and subject to applicable law, will not have the right or ability to change or cancel receipt of the Premium at the specified address.

   The cost of shipping the Premium will depend on the location of the subscriber, the type of shipping provided and the nature of the Premium and therefore is not included in the subscription price for the Premium Subscription. JW, on a best efforts basis, will itemize the cost of shipping at the time that notice is provided to you of the offer for the Premium Subscription.

   When JW offers a Premium Subscription, it will make best efforts to ensure that the offered Premium is available or in supply sufficient to make the offer at that time. If for any reason, JW is unable to fulfill your Premium Subscription due to lack of quantity of the Premium, JW reserves the right to replace the requested Premium with another Premium of equivalent value and shall notify you of such replacement Premium. You will then have the option to confirm your replacement Premium Subscription or to cancel your Premium Subscription. You will have thirty (30) days from the date of receipt of the aforementioned notice to confirm your acceptance of the replacement Premium. If you fail to provide JW with such confirmation during the applicable time period your Premium Subscription will be cancelled. If you choose to cancel your Premium Subscription JW will refund to you the amount paid by you for the Premium Subscription. JW cannot guarantee that the Premium product delivered will be exactly as seen or ordered as part of the Premium Subscription.

   It is not the responsibility of JW and JW holds no liability if a Premium is not deliverable to the address specified by you at the time of your Premium Subscription. In such a situation, the Premium will be considered lost and no refund will be made by JW. If replacement of the lost Premium is desired by the Subscriber then special arrangements will need to be made at a cost of $18 per Premium excluding handling and any cost of shipping.

   Rights, including copyright, for the contents of the Premium will be clearly identified as part of the Premium.

3. PREMIUM PRODUCT

   Along with the Terms of Use and the Privacy Policy, which terms are incorporated herein by reference, this document constitutes the entire agreement between JW and you and supercedes all prior discussions, proposals, negotiations, representations and agreements, whether written or oral. Any additional or conflicting terms, whether or not material, shall not, in any manner, by implication, waiver, or otherwise, govern the relationship between JW and you. Any waiver, modification or amendment of these terms and conditions shall only be effective as against JW if such waiver, modification or amendment is contained in a written instrument prepared or otherwise acknowledged in writing by JW. If any conflict in the terms of the applicable policies arise this Subscription Agreement will be subordinate to the Terms of Use.

4. NOTICES AND DISCLAIMER

   THE PRODUCT AND THE PREMIUM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND JW MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. USE OF THE INFORMATION CONTAINED IN THE PRODUCT AND THE PREMIUM IS AT YOUR OWN RISK.

   The data and information ("contents" or "material") provided for by the Product and any Premium is based on historic data and does not necessarily provide information that is current or indicative of future events. Comments and information provided by the Product or the Premiums are opinions only and not necessarily opinions of JW.

   Material used to produce the Product and the Premium has been obtained from a variety of sources believed to be reliable and accurate. JW does not, however, guarantee or warrantee the accuracy or completeness of the contents in the Product or the Premium. The material may be inaccurate, incomplete, condensed or outdated.

   You expressly acknowledge that the Product or the Premium shall not be deemed an offer or solicitation on our part with respect to the purchase or sale of any particular product or service featured or identified in it.

5. SUBSCRIPTION AND PURCHASE OBLIGATIONS

   Purchasers of the Product may pay an annual subscription fee to subscribe for and receive the Product. JW will only accept Fees for the subscriptions to the Product through PayPal.

   When purchasing the Product or a Premium you [may] be required to register with jazzwines.com, in addition to your registration for your PayPal account ("PPA").

   You agree to pay all the fees applicable for the Product or a Premium you incur through your PPA, including any fees associated with the use of the Product or Premium together with all applicable taxes (the "Fees").

   Unless otherwise indicated, the Fees for the Product or Premium purchased through your PPA are chargeable immediately (and at the beginning of each renewal period for periodic subscriptions) to the credit card or payment method you designated for the particular PPA or through such other billing process as applicable.

   JW reserves the right to change the amount of, or basis for determining, any Fees for the Product, and to institute new Fees or terms at any time effective upon notice to you, which notice may, for certainty, include the posting of any such changes on the relevant pages of the Site related to the use of the Product.

   By registering for the Product, you warrant that you are 21 years of age in the jurisdiction in which you reside, that all information you submit is true and correct (including without limitation all credit card information), and that you are the cardholder of the credit card or payment account that you designated for your PPA.

   In consideration of the availability and your use of the Product or a Premium, you acknowledge and agree:

   (a) To the terms of this Subscription Agreement and the Terms of Use without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Product or Premium description;

   (b) That you are solely responsible for all acts or omissions that occur through your PPA;

   (c) That the Product or the Premium is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use the Product, including any coupons or credits related to same for any commercial purposes whatsoever;

   (d) That JW reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with the Product; and

   (e) That JW reserves the right to refuse payment from your PPA and to suspend or terminate your subscription [use of the Product at any time, including without limitation, where JW has determined, in its sole discretion that your use of the Product is, or was, in breach of the terms of this Subscription Agreement. Any such termination by JW shall be in addition to and without prejudice to such rights and remedies as may be available to JW, including injunction and other equitable remedies. If JW determines that you are abusing the Product, related publications or the Site, then JW may also block your individual access to a JW Web site including, but not limited to, the Site or related sites. Your ability to use the Product is also subject to any limits established by PayPal or by your credit card issuer.

6. PRIVACY

   JW does not share or divulge individual subscription information with anyone other than those people who need to know it for purposes of providing the Product or Premium to you. We do not sell or share our subscriber list with others.

7. TERM

   This Subscription Agreement shall be effective for an initial term of one year beginning on the date of subscription to the Product ("Initial Term").

   For subscribers to the Product, this Subscription Agreement shall renew upon expiry of the Initial Term for a subsequent term of 1 year ("Renewal Term"). The Renewal Term shall automatically renew for additional one-year terms, unless the subscriber cancels the subscription through their PPA or unless either party delivers a written notice of termination to the other party thirty days prior to the expiration date of the then current Renewal Term (Initial Term and Renewal Terms are collectively defined as the "Term").

   Termination of a subscription will only be effective at the expiration date of the then current Term, and fees paid in respect of the Term shall not be refunded. Fees payable for any Renewal Term shall be based on the then current Fees in effect.

8. CANCELLATION AND REFUND

   It is possible to cancel a subscription within 10 days of delivery of the original invoice by JW. If the Product or Premium has not yet been delivered to you, then a full refund will be provided within 15 days of your cancellation.

   SUBSCRIPTIONS TO THE PRODUCT AND YOUR OBLIGATION TO PAY THE FEE WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM. IF YOU DO NOT WANT SUCH A RENEWAL TO OCCUR THEN IT IS YOUR RIGHT AND RESPONSBILITY TO CANCEL YOUR SUBSCRIPTION BY NOTIFYING PPA TO TERMINATE THE PRE-AUTHORIZED PAYMENT FOR THE FEE AS WELL PROVIDING JW WITH A COPY, TO THE ADDRESS SET-OUT HEREIN, OF SUCH TERMINATION REQUEST.

   If JW cancels the Product or ceases to publish it for any reason whatsoever during your subscription, then future Renewal Terms will be automatically cancelled by JW.

9. WEB-BASED DELIVERY AND COMMUNICATION

   You must have an active individual email address for registration, as well as an ability to subscribe for the Product of Premium using Web-based facilities. Subscription fees or purchase costs can only be paid using Web-based payment methods provided by PayPal.

   Subscriptions are confirmed by email to the registrant. The email serves as a receipt. Any cancellation of service is also confirmed by an email to the registrant.

   The Product is delivered on an as-is best-efforts basis through links to Acrobat (pdf) files on the Site.

   You must update your individual registration information immediately if there is any change in your email address used to register for receipt of the Product.

   You are responsible for the quality and security of your communications over the Internet. We accept no liability or fault for any problem with Internet based communication in general. If there is a problem related specifically to our service, then please inform us immediately so that we may endeavor to resolve the problem.

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT AND RELATED DOCUMENTS AS SET OUT ABOVE AND THAT, IF APPLICABLE, YOU HAVE THE CORPORATE AUTHORITY TO BIND BUYER'S CORPORATION OR OTHER LEGAL ORGANIZATION TO SUCH TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS SUBSCRIPTION AGREEMENT RELATED DOCUMENTS AS SET OUT ABOVE, YOU MUST CLICK "I DO NOT ACCEPT" WHICH WILL ALLOW YOU TO EXIT THIS PAGE AND RETURN TO THE SITE.