How to Cake It Inc. (“How To Cake It”) and its affiliates and promotional partners, create, market, promote, and sell various products, services and digital experiences, such as subscription services (“Subscription Service”) including the Bake Book Club (the “Membership Product”). In connection with these efforts, as a purchaser of How To Cake It’s Membership Product, you hereby agree to the following:
By placing an order through our website, as applicable, you warrant that you are legally capable of entering into binding contracts, and you are at least 18 years of age
The Membership Product as part of our Subscription Services consists of an initial charge followed by recurring periodic charges as agreed to by you. By entering into this agreement, you acknowledge that your subscription has an initial and recurring payment, and you accept responsibility for all recurring charges prior to deactivation. How to Cake It may submit periodic charges without further authorization from you, until you provide advanced notice that you wish to terminate this agreement or wish to change your payment method. Such notice will not affect charges submitted before HTCI reasonably could act. If your primary payment method fails, HTCI may charge an alternative payment method tied to your account. To terminate your authorization or change your payment method, log on to your HTCI account on our website or email firstname.lastname@example.org. Membership Product prices include applicable taxes. Membership Product prices and delivery charges, if any, are liable to change at any time.
By subscribing to our Subscription Services you are agreeing to pay recurring monthly subscriptions for an indefinite period of time until deactivated by you or HTCI. You will not be charged for any deactivation. You can re-subscribe at any time, but HTCI reserves the right to not permit re-subscription where How to Cake It has previously elected to terminate a subscription by you. How to Cake It reserve the right at our absolute discretion not to renew your subscription at any time without giving any reasons for our decision.
Only one Facebook account can be used by Membership Product. You hereby acknowledge that How to Cake It has used its best efforts to implement appropriate security measures to ensure the safety and security of the Membership Product, including without limitation, password protecting the Facebook group, approving all attendees, obtaining signed releases from all attendees, and monitoring the Membership Product in real-time.
To the extent you post public photos, images, videos or other material to social media or to How To Cake It’s Facebook groups, referencing the Membership Product and/or How to Cake It, you hereby grant How to Cake It and its affiliates, the right to repost such materials in connection with the promotion and marketing of the Membership Product.
We warrant to you that any Membership Product purchased from us through our website conforms with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied. Our responsibility for defective Membership Products is limited to replacement or refund.
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED FROM US, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
You agree to defend, indemnify and hold harmless us, our affiliates and licensors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the rights of any third party with respect to the website, the Membership Products or the Subscription Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service. These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.
1. INFORMATION ABOUT US
1.1 In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to
How To Cake It Inc.
2. YOUR STATUS
By placing an order through our website, as applicable, you warrant that:
2.1 You are legally capable of entering into binding contracts; and
2.2 You are at least 18 years old;
3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 After placing an order through our website, you will receive an e-mail from us acknowledging that we have received your order (Acknowledgement). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Membership Products by subscribing to one of our subscription services, subject to these terms and conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (Confirmation).
We may choose not to accept any orders in our sole discretion. The contract between us (Contract) will only be formed when we send you the Confirmation. Note that the Acknowledgement and the Confirmation may be contained in the same email.
3.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Confirmation. We will not be obliged to supply any other Products that may have been part of your order until the dispatch of such Products has been confirmed in a separate Confirmation.
3.3 THE SUBSCRIPTION PLAN TO OUR SERVICES CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIOD CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. HOW TO CAKE IT MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE HOW TO CAKE IT REASONABLY COULD ACT. IF YOUR PRIMARY PAYMENT METHOD FAILS, HOW TO CAKE IT MAY CHARGE AN ALTERNATIVE PAYMENT METHOD TIED TO YOUR ACCOUNT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR HOW TO CAKE IT ACCOUNT ON OUR WEBSITE OR EMAIL SUPPORT@HOWTOCAKEIT.COM.
3.4 BY SUBSCRIBING TO OUR SUBSCRIPTION SERVICES YOU ARE AGREEING TO PAY RECURRING MONTHLY SUBSCRIPTIONS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT HEREIN SUBJECT TO VARIATION IN ACCORDANCE WITH SECTION 3.5 BELOW. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.
3.6 We reserve the right at our absolute discretion not to renew your subscription at any time without giving any reasons for our decision.
4. RISK AND TITLE
4.1 Transfer of title and risk occurs when the Membership Products arrive and are delivered at your specified delivery address.
4.2 The Membership Products will be at your risk from the time of delivery at your specified delivery address.
5. PRICE AND PAYMENT
5.1 The price of the Membership Products and our delivery charges will be as quoted on our website from time to time, except in cases of obvious error. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
5.2 Membership Product prices include applicable taxes.
5.3 Membership Product prices and delivery charges, if any, are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
5.4 Payment for all Membership Product must be by credit card or PayPal. We reserve the right to change the payment methods we accept at any time. We will not charge your credit card or PayPal account for any months following your subscription service deactivation as described in Section 3.4
5.5 You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card or PayPal account for your purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
6. OUR REFUNDS POLICY
6.1 If you refuse a Product from us:
6.1.1 Because you have deactivated the Contract between us within the applicable notice period (see clause 6.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of deactivation. In this case, we will refund the price of the Membership Product in full, and any applicable delivery charges.
6.1.2 For any other reason (for instance, because you have notified us in accordance with vclause 21 that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Membership Product is defective), we will notify you of your refund, if any, via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. If all or part of a Membership Product (Defective Item) is defective, we will issue a partial refund if the Membership Product is still deemed usable, and a full refund if it is deemed unusable.
7. LIMITED WARRANTY AND DISCLAIMER
We warrant to you that any Membership Product purchased from us through our website conforms with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
Our responsibility for defective Membership Products is limited to replacement or refund.
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR LIABILITY WILL UNDER NO
CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED FROM US, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
8. OUR LIABILITY
8.1 If we fail to comply with these terms and conditions we shall only be liable to you for, at most, the purchase price of the Membership Products.
8.2 Nothing in this agreement excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.
8.3 You agree to defend, indemnify and hold harmless us, our affiliates and licensors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the
rights of any third party with respect to the website, the Membership Products or the Subscription Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.
9. WRITTEN COMMUNICATIONS
By submitting your email to How To Cake It you are indicating an interest in How To Cake It and may receive email marketing communications. Applicable laws require that some of the information or communications we send to you should be in writing. When using our website you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to How To Cake It Inc. at
email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 9 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or on the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
11. TRANSFER OF RIGHTS AND OBLIGATIONS
11.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
11.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
11.4 These terms and conditions do not and are not intended to confer any rights or remedies upon any person other than you.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 We are the owner or the licensee of all intellectual property rights in our website whether registered or unregistered, and in the material published on it.
12.3 If you post comments or reviews on the Membership Products or Subscription Services to any website, blog or social media network (Commentary) you must ensure that such Commentary represents your fairly-held opinions. By subscribing to the Subscription Services you irrevocably authorize us to quote from or repost your Commentary on our website and in any advertising or social media outlets that we may create or contribute to.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
13.2.1 Strikes, lock-outs or other industrial action; 17.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
13.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
13.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
13.2.5 Impossibility of the use of public or private telecommunications networks; and
13.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
13.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
13.4 Availability and Delivery. Your order will be fulfilled by the delivery date set out in the Confirmation or, if no delivery date is specified, then within 30 days of the date of the Confirmation, absent the occurrence of a Force Majeure Event. In the event of a Force Majeure Event, we are not liable for the cost of any compromised or failed deliveries; however, we reserve the right to refund you for all or part of any such compromised or failed deliveries as we
14.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
14.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
14.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
16. ENTIRE AGREEMENT
16.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
16.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
16.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
16.4 Nothing in this clause limits or excludes any liability for fraud.
17. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
17.1 We have the right to revise and amend these terms and conditions from time to time for any reason including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
17.2 You will be subject to the policies and terms and conditions in force at the time that you order Membership Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Membership Products).
18. LAW AND JURISDICTION
Contracts for the purchase of Products from us and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by Ontario law and the federal laws of Canada applicable therein. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ontario. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the courts of Ontario; and (ii) that the Membership Products and the Subscription Services shall be deemed passive that do not give rise to personal jurisdiction over How To Cake It , either specific or general, in jurisdictions other than Ontario.