Rules and Regulations

THE WINE ACADEMY RULES AND REGULATIONS

This Membership Agreement and Rules & Regulations (the «Agreement») is entered into between 8545570 Canada Inc., carrying on business as The Wine Academy (the «Academy»), and the individual or entity whose name appears on the Membership Application (the «Member»).

By signing this Agreement, the Member acknowledges that membership in the Academy is contractual in nature and agrees to comply with this Agreement, the Academy’s By-laws, policies, codes of conduct, and any rules adopted by the Academy from time to time in accordance with this Agreement.

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

«Agreement» means this Membership Agreement and Rules & Regulations, as amended from time to time.

«Board» means the Board of Directors of the Corporation.

«By-laws» means the by-laws of the Corporation, as amended from time to time.

«Club» means the private members club operating under the trade name "The Wine Academy" and owned and operated by the Corporation.

«Member» means an individual or a Corporate Representative whose application for membership has been accepted by the Club and who is in Good Standing.

«Member in Good Standing» means a Member who has paid all required fees and is not in breach of this Agreement, the By-laws, or any Club policy.

«Corporate Member» means a corporation, partnership, or other organization that holds a Corporate Membership under this Agreement.

«Corporate Representative» means an individual designated by a Corporate Member to exercise the rights and privileges of membership on behalf of the Corporate Member.

«Corporation» means 8545570 Canada Inc., the legal entity that owns and operates the Club.

«Membership Term» means the period commencing on the effective date of membership and ending twelve (12) months thereafter, subject to renewal or termination in accordance with this Agreement.

«PIPEDA» means the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5.

«President» means the President of the Corporation.

«Rules» means these Rules & Regulations.

2. CORPORATE STATUS AND GOVERNANCE

2.1 he Wine Academy is the trade name of 8545570 Canada Inc., a corporation incorporated under the laws of Canada and carrying on business in the Province of Ontario.

2.2 The Academy is operated as a private members club. Membership in the Academy is a contractual privilege granted by the Academy and does not confer any ownership, equity, shareholder, partnership, or proprietary interest in the Academy or in 8545570 Canada Inc.

2.3 The governance documents of the Academy consist of, in order of priority:

(a) the applicable corporate legislation;

(b) the Articles of Incorporation;

(d) this Membership Agreement and Rules & Regulations and policies and directives approved by the Board.

2.4 In the event of any inconsistency between these Rules and the By-laws, the By-laws shall prevail.

3. PURPOSE OF THE ACADEMY

3.1 The Academy exists to promote the appreciation of wine, food, culture, education, and social interaction among its Members and invited guests.

3.2 The Academy may provide dining, educational, tasting, networking, cultural, and recreational facilities and services for the benefit of Members.

4. MEMBERSHIP ELIGIBILITY

4.1 Membership is available only to individuals who have reached the legal drinking age in the Province of Ontario, or such higher age as may be required by applicable law.

4.2 Membership is personal, non-transferable, and non-assignable unless expressly authorized in writing by the Academy.

4.3 The Academy is committed to equal treatment and non-discrimination in accordance with the Ontario Human Rights Code. No applicant or Member shall be denied membership or subjected to adverse treatment on a prohibited ground under applicable human rights legislation.

5. MEMBERSHIP CATEGORIES

The Academy may establish one or more categories of membership, including:

(a) Personal Membership;

(b) Corporate Membership;

(d) Temporary; or

(e) Trial Membership and such other categories as may be approved by the Board from time to time.

6. PERSONAL MEMBERSHIP

6.1 Personal Membership is granted to an individual Member for the Membership Term stated in the Membership Application.

6.2 The Member shall pay the initiation fee (if any) and the annual membership fee established by the Board.

6.3 Personal Membership is not transferable and may not be shared with any other person.

7. CORPORATE MEMBERSHIP

7.1 A Corporate Member may designate up to five (5) Authorized Representatives under the standard Corporate Membership and may designate additional representatives up to the maximum number approved by the Academy.

7.2 The Corporate Member may replace an Authorized Representative at any time by providing written notice to the Membership Department.

7.3 Membership rights may only be exercised by Authorized Representatives recorded in the Academy’s membership records.

7.4 The Corporate Member is solely responsible for payment of all membership fees and charges incurred by its Authorized Representatives.

7.5 The termination of employment or affiliation of an Authorized Representative with the Corporate Member shall automatically terminate that individual’s rights under the Corporate Membership unless otherwise approved by the Academy.

8. APPLICATION AND ADMISSION

8.1 Every applicant shall complete the Academy’s prescribed Membership Application and provide all information reasonably required by the Academy.

8.2 The Academy may conduct such reference, identity, or eligibility verification as it considers appropriate.

8.3 Membership becomes effective only upon:

(a) approval by the Academy;

(b) payment of the applicable fees; and

8.4 The Academy reserves the right to accept or decline any application in good faith and in accordance with applicable law.

8.5 Where an application is declined, the Academy shall refund any membership fees paid by the applicant, less any non-refundable application fee expressly disclosed in advance.

9. MEMBER IN GOOD STANDING

A Member is considered a Member in Good Standing if the Member:

(a) has paid all fees when due;

(b) is not suspended;

(d) is not subject to an unresolved disciplinary proceeding.

Only a Member in Good Standing may exercise membership privileges.

10. MEMBERSHIP FEES

10.1 Membership fees, initiation fees, annual dues, service charges, and other fees shall be established by the Board from time to time.

10.2 Membership fees are payable in advance unless otherwise approved in writing by the Academy.

10.3 Fees are exclusive of applicable taxes.

10.4 The Academy may offer payment plans or instalment arrangements, but such arrangements do not alter the Member’s obligation to pay the full membership fee for the Membership Term.

10.5 Overdue amounts may be subject to an administrative fee and interest at the rate specified in the Membership Application or, if none is specified, the maximum rate permitted by applicable law.

10.6 The Member is responsible for ensuring that the Academy has current mailing, telephone, and email contact information.

11. RENEWAL

11.1 Membership is granted for a fixed Membership Term.

11.2 Unless the Membership Application provides for automatic renewal, membership expires automatically at the end of the Membership Term.

11.3 The Academy may invite a Member to renew membership upon payment of the applicable renewal fee.

11.4 The Academy may refuse renewal where the Member is not in Good Standing or where renewal is declined by the Academy in good faith and in accordance with this Agreement and applicable law.

12. NON-PAYMENT

12.1 If membership fees remain unpaid for 30 days after written notice is sent to the Member, the Academy may suspend the Member’s privileges.

12.2 If fees remain unpaid for 60 days after written notice, the Academy may terminate the membership.

12.3 Termination for non-payment does not release the Member from liability for outstanding fees, charges, damages, or other amounts owing to the Academy.

13. RESIGNATION

13.1 A Member may resign by delivering written notice to the Membership Department.

13.2 Unless otherwise required by applicable law, membership fees are non-refundable once the Membership Term has commenced.

13.3 Any outstanding fees, instalments, charges, or other amounts owing remain payable notwithstanding resignation.

13.4 Resignation becomes effective on the date accepted by the Academy or, if no acceptance is required, on the date specified in the written notice.

14. GUESTS AND ACCESS

14.1 A Member in Good Standing may introduce guests to the Academy in accordance with these Rules and any guest policies adopted by the Academy.

14.2 Unless otherwise approved in writing by Management, a Member may introduce up to five (5) guests during any single visit.

14.3 The Member must register all guests with the concierge or other designated staff member upon arrival.

14.4 Guests may not remain on the Academy’s premises unless accompanied by the sponsoring Member, except where expressly authorized by Management.

14.5 The Member is responsible for the conduct, compliance with these Rules, and payment obligations of all guests introduced by the Member.

14.6 The Academy may refuse admission to or remove any guest from the premises where the guest’s conduct is considered disruptive, unsafe, unlawful, or inconsistent with the standards of the Academy.

14.7 The Academy may limit repeated use of guest privileges where such use is inconsistent with the purpose of a private members club.

15. USE OF PREMISES AND FACILITIES

15.1 In the event that Members are provided with 24-hour access to the Academy's premises, such right of access does not extend to the use of all facilities and amenities of the Academy.

15.2 Members and their guests are strictly prohibited from entering the kitchen areas or using any kitchen equipment without the prior written or verbal consent of the Administrator or the Chef de Cuisine. The kitchen operates on weekdays from 10:00 a.m. to 8:00 p.m. Use of kitchen facilities outside regular operating hours or on weekends is permitted solely upon prior booking and specific arrangement with the administration.

15.3 Use of the boardroom is permitted only by prior booking through the Administrator or with the Administrator's express permission. Unauthorized use of the boardroom without registration is prohibited.

15.4 Members are prohibited from opening, inspecting, or using any cabinets, drawers, safes, or other storage spaces belonging to the Academy or to any other person. The sole exception to this prohibition is the personal locker allocated to the Member in the locker room.

15.5 Playing music or using the audio system on the Academy's premises is permitted exclusively through the SONOS system. Access to the SONOS system is granted by the Administrator on an individual basis. Connecting third-party devices or using any other sound equipment without the permission of the administration is prohibited.

15.6 The volume of music played through the SONOS system must at all times remain moderate (at background level) so as not to create disturbances, discomfort, or interfere with the rest, work, or enjoyment of other Members present in the Club.

15.7 The Administrator shall have the right, at any time and without prior notice, to revoke a Member's access to or use of the SONOS system if the Member violates these Rules, the By-laws, or other policies of the Academy, or if the Member infringes upon the rights, privacy, or reasonable comfort of other Members.

16. STANDARDS OF MEMBER CONDUCT

16.1 Members and guests shall conduct themselves in a respectful, courteous, and lawful manner at all times while on Academy premises or participating in Academy activities.

16.2 The following conduct constitutes misconduct:

(a) harassment, discrimination, intimidation, or abusive behaviour;

(b) violence or threats of violence;

(d) theft, fraud, or damage to property;

(e) unauthorized access to restricted areas;

(f) misuse of membership credentials;

(g) violation of the Academy’s alcohol, drug, privacy, or security policies;

(h) behaviour that materially harms the reputation or operations of the Academy or any material breach of this Agreement or the By-laws.

16.3 Members shall comply with all lawful directions of Academy staff relating to safety, security, or the operation of the premises.

17. DRESS CODE

17.1 Members and guests shall dress in a manner appropriate to a private dining and social club environment.

17.2 Management may establish reasonable dress standards for specific events, dining areas, or facilities.

17.3 Management may refuse entry to any person whose attire is inappropriate for the applicable area or event.

18. PAYMENT OF CHARGES

18.1 All charges incurred by a Member or the Member’s guests shall be payable upon demand unless credit privileges have been expressly approved by the Academy.

18.2 Any unpaid account remaining outstanding for more than thirty (30) days may result in suspension of membership privileges.

18.3 The Member remains responsible for all charges incurred by guests introduced by that Member.

19. EMERGENCY REMOVAL

19.1 Management may immediately remove any Member or guest from the premises where, in the reasonable opinion of Management, the person presents:

(a) a risk to the safety of any person;

(b) a risk of significant property damage;

19.2 Emergency removal may occur without prior notice and may be followed by a disciplinary proceeding under Section 19.

20. DISCIPLINARY PROCEDURE

20.1 Where the Academy believes that a Member has committed misconduct, the Academy shall ordinarily provide:

(a) written notice describing the alleged misconduct;

(b) copies or a summary of the information relied upon where reasonably appropriate;

(c) a reasonable opportunity for the Member to provide a written response and consideration of that response by Management or a committee designated by the Board.

20.2 The Academy shall conduct disciplinary matters in good faith and in accordance with the principles of procedural fairness.

20.3 The Academy may impose one or more of the following disciplinary measures:

(a) a warning;

(b) temporary suspension of membership privileges;

(d) financial restitution for damage or loss;

(e) probationary conditions; or

(d) termination of membership.

20.4 The Academy is not required to conduct a formal court-style hearing.

21. SUSPENSION

21.1 Management may suspend a Member where:

(a) membership fees remain unpaid;

(b) a disciplinary investigation is pending;

(d) immediate suspension is reasonably necessary to protect the Academy or its Members.

21.2 During suspension, the Member shall not access the Academy except with written authorization.

22.2 Suspension does not relieve the Member of any financial obligations owing to the Academy.

22. TERMINATION OF MEMBERSHIP

22.1 The Academy may terminate a Member’s membership where:

(a) the Member has materially breached this Agreement or the By-laws;

(b) the Member has engaged in serious misconduct;

(d) membership fees remain unpaid after the notice periods provided in this Agreement; or

(e) continuation of the membership would be materially prejudicial to the legitimate interests of the Academy.

22.2 Any decision to terminate membership shall be made by the President or a committee designated by the Board.

22.2 Written notice of termination shall be delivered by email to the Member’s address on file or by another reasonable method of communication.

22.3 Membership terminates upon delivery of the written notice unless a later effective date is specified.

22.4 Membership fees are non-refundable upon termination except where required by applicable law.

23. APPEAL

23.1 A Member whose membership has been terminated may submit a written appeal within fourteen (14) days of receiving the notice of termination.

23.2 The appeal shall be considered by the Board or a committee designated by the Board that was not primarily responsible for the original decision.

23.3 The decision on appeal shall be final within the internal governance structure of the Academy.

24. ALCOHOL AND ILLEGAL SUBSTANCES

24.1 No Member or guest shall possess, distribute, or consume illegal drugs or controlled substances unlawfully on Academy premises.

24.2 Any Member or guest who appears intoxicated, impaired, or engaged in unlawful activity may be removed from the premises immediately.

24.3 The sponsoring Member is responsible for guests who violate this policy.

25. PRIVACY AND PERSONAL INFORMATION

25.1 The Academy collects, uses, discloses, stores, and protects personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

25.2 Personal information may be collected for purposes including:

(a) membership administration;

(b) payment processing;

(d) event administration;

(e) legal and regulatory compliance and communication with Members.

25.3 The Academy shall implement reasonable administrative, technical, and physical safeguards to protect personal information.

25.4 Members may request access to their personal information or request correction of inaccurate information, subject to applicable law.

25.5 The Academy may communicate with Members electronically, and Members consent to receiving notices and membership communications by email unless they withdraw such consent where permitted by law.

26. CCTV AND SECURITY

26.1 The Academy may operate closed-circuit television (CCTV) systems for security, safety, loss prevention, and operational purposes.

26.2 CCTV recordings may be collected, retained, and disclosed in accordance with applicable privacy law.

26.3 Members and guests acknowledge that they may be recorded while on Academy premises.

26.4 Unauthorized recording, photography, or filming of Members, guests, staff, or Academy facilities may be prohibited by Management.

27. CONFIDENTIALITY

27.1 Members shall respect the privacy of other Members and guests.

27.2 Personal information obtained through membership shall not be used for commercial, solicitation, marketing, journalistic, or other unauthorized purposes.

27.3 The Academy may establish additional confidentiality policies for private events, business meetings, wine tastings, or member functions.

28. CLUB PROPERTY

28.1 Members are responsible for damage to Academy property caused by the Member or the Member’s guests.

28.2 The Academy may recover the reasonable cost of repair or replacement from the responsible Member.

29. COAT CHECK AND LOST PROPERTY

29.1 The Academy may provide a coat check or temporary storage service as a convenience to Members and guests.

29.2 The Academy shall exercise reasonable care in handling property accepted for temporary storage.

29.3 The Academy is not responsible for loss or damage except to the extent caused by the Academy’s negligence or wilful misconduct.

29.4 Lost property will be retained for approximately ninety (90) days and may thereafter be disposed of in accordance with applicable law.

30. LIMITATION OF LIABILITY

30.1 To the fullest extent permitted by applicable law, the Academy shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from membership or use of Academy facilities.

30.2 Nothing in this Agreement excludes or limits liability for:

(a) death or personal injury caused by negligence where such exclusion is prohibited by law;

(b) gross negligence or wilful misconduct;

(d) any liability that cannot be excluded under applicable law.

30.3 Members acknowledge that participation in social, dining, educational, and recreational activities involves inherent risks and assume such ordinary risks associated with participation.

31. INDEMNIFICATION

31.1 The Member shall indemnify and hold harmless the Academy, its directors, officers, employees, and agents from claims, losses, damages, liabilities, costs, and reasonable legal expenses arising from:

(a) the Member’s breach of this Agreement;

(b) damage caused by the Member; or

(e) the Member’s guests or unlawful or negligent conduct of the Member or the Member’s guests.

32. AMENDMENTS

32.1 The Board may amend these Rules from time to time.

32.2 Except where immediate amendment is required by law or for safety reasons, Members shall receive at least thirty (30) days’ notice of any material amendment.

32.3 Continued use of membership privileges after the effective date of an amendment constitutes acceptance of the amended Rules.

33. NOTICES

33.1 Any notice required under this Agreement may be delivered by:

(a) email;

(b) personal delivery;

(d) regular mail to the Member’s address on file.

33.2 A notice sent by email is deemed received on the day it is sent unless returned as undeliverable.

34. GOVERNING LAW

34.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

34.2 The parties attorn to the exclusive jurisdiction of the courts of Ontario for any dispute arising under this Agreement, subject to Section 34.

35. DISPUTE RESOLUTION

35.1 The parties shall first attempt in good faith to resolve any dispute through negotiation.

35.2 If the dispute is not resolved within thirty (30) days, either party may submit the dispute to mediation in Ontario.

35.3 Nothing in this Section prevents the Academy from seeking immediate injunctive or equitable relief where necessary to protect safety, property, confidential information, or membership rights.

36. ENTIRE AGREEMENT

36.1 This Agreement, together with the Membership Application and the By-laws, constitutes the entire agreement between the parties concerning membership.

36.2 No verbal representation or promise shall have legal effect unless confirmed in writing by the Academy.

37. SEVERABILITY

37.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

38. WAIVER

38.1 Failure by the Academy to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.

39. MEMBER ACKNOWLEDGEMENT

By signing below, the Member acknowledges that the Member has:

(a) read this Membership Agreement and Rules & Regulations;

(b) understood its terms;

(d) agrees to be legally bound by it and agrees to comply with the By-laws and policies of The Wine Academy.