member website service agreement
for the biracy project™ and biracy.com

Last modified: December 1, 2009 (view archived versions)

This Membership Website Service Agreement (the “Agreement” or “Terms of Use”) is an important document which you must review and consider carefully when choosing whether to become a Member and use the Services of biracy.com. This document also highlights certain risks of becoming a Member and using the Services.

Welcome to the Website of The Biracy ProjectTM, the Website and online services (the “Service” or the “Services”) Binoir Media Inc. (“Binoir”, “We”, “Us” or “Our”) provide to Members, as defined in Paragraph 1 of this Agreement, of The Biracy ProjectTM (the “Member”, “Members”, “You” and “Your”). This Agreement is a contract between You and Us and applies to Your use of the Services. Please read the Agreement carefully before continuing with Your registration as a Biracy ProjectTM Member for the First Biracy Project, as defined in Paragraph 1 of this Agreement, and becoming a Member of the Website as You must agree with and accept all of the terms and conditions contained in this Agreement. The Agreement shall govern the use of the Website and apply to all Internet traffic visiting the Website.

To ensure You understand the terms of this Agreement, we advise you to seek independent legal counsel from a lawyer of your own choosing before agreeing to be bound by this Agreement. If you choose not to consult legal counsel, you acknowledge you have voluntarily declined to do so. Under the terms of this Agreement you have Thirty (30) days from the date of registering as a Member to reconsider and cancel your Membership for a full refund of your Membership Fee.

Please note the following risks associated with a Biracy ProjectTM membership:

  • Upon the expiry of a Thirty (30) day refund period, as provided in Paragraph 11.2 of this Agreement, Forty percent (40%) of Your Membership Fee is immediately allocated to others as Referral Fees and Administration Fees. Sixty percent (60%) of each Membership Fee is segregated into a trust fund which will be held until the First Biracy Production Minimum Budget, as defined in Paragraph 1 to this Agreement is achieved. Subsequent to such time the funds will be transferred to one or more single purpose entity(ies) incorporated for the sole purpose of developing and producing the Initial Biracy Productions, as defined in Paragraph 1 of this Agreement. In the event The Biracy ProjectTM is unable to achieve sufficient Membership to support the First Biracy Production Minimum Budget during the Subscription Period, as defined in Paragraph 1 of this Agreement, or The Biracy ProjectTM does not proceed for any other reason, you will receive a refund of only Sixty percent (60%) of your Membership Fee. If more than the First Biracy Production Minimum Budget is achieved during the Subscription Period, more than one media production may be produced pursuant to the terms of this Agreement.
  • Referral Fees credited to Your Cash Account, as defined in Paragraph 1 of this Agreement, may be reversed at a later time if payment made by a referred new Member (such payment resulting in the Referral Fee) is subject to a chargeback, reversal, cancellation or is otherwise invalidated. We help protect You and Us by NOT allowing payment or transfer of Referral Fees to You pursuant to Paragraphs 4.82 and 4.83 of the Agreement until expiration of the Hold Period as defined in Paragraph 4.83 of this Agreement).
  • We may close Your Member Account and suspend Your access to the Website and the Services if You engage in any Restricted Activities (as set forth in Paragraph 9 of this Agreement). If We terminate Your Membership pursuant to Paragraph 10, We will pay to You the balance of your Cash Account, on the expiration of the last Hold Period on amounts due to you, and will cancel Your Rewards Points Account, as defined in Paragraph 1 of this Agreement, resulting in forfeiture of any accumulated Rewards Points, as defined in Paragraph 1 of this Agreement.
  • You must keep your Username and Password confidential, both as defined in Paragraph 1 of this Agreement. If you allow others to access Your Member Account they may initiate transactions that you would not approve.
  • If you wish to question any transactions in your Member Account you must do so within Sixty (60) days of the date the questioned transaction is posted to your Member Account or if an error has been made we may not be able to make an adjustment.
  • We may amend the Agreement at any time by posting a revised version on the biracy.com Website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, We will provide You with Thirty (30) Days’ prior notice of any substantial change via electronic mail and by posting notice on the Policy Updates page of Our Website. We last modified the Agreement on December 1, 2009.

You must consider such risks prior to completion of the Membership signup procedure.

The following is a binding agreement. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING YOUR REGISTRATION. By using and/or visiting biracy.com (collectively, including all content available through the biracy.com domain name, the “Website”), you signify your assent to the Agreement, the Website’s Privacy Policy, published at http://www.biracy.com/privacypolicy/cms/privacypolicy.html and the Services you obtain from the utilization of the Website’s Services and which are incorporated herein by reference. It is your responsibility to review the Agreement periodically. If at any time you find the Agreement and incorporated Agreements unacceptable, you must immediately leave the Website and cease all use of the Services and the Website. You agree that by using the Services you represent that you are at least Eighteen (18) years old and that you are legally able to enter into this Agreement.

In addition to the terms above, this Agreement contains twenty-seven (27) Paragraphs, and you may jump directly to any Paragraph by selecting the appropriate link below. The headings and subheadings below are for reference only and do not limit the scope of each Paragraph. Some capitalized terms have specific definitions, and we have provided them in Paragraph 1. You will also find underlined words in this Agreement that hyperlink to relevant information.

  1. Definitions
  2. Acceptance Of Terms And Binding Effect
  3. Change of Terms
  4. The First Biracy Project Membership
  5. Password and Security
  6. Pooled Trust Accounts
  7. Equipment
  8. Use of Services
  9. Restricted Activities
  10. Default
  11. Termination of Membership
  12. Disclaimer Of Warranty; Limitation Of Liability
  13. Links To Third Party Sites
  14. Privacy and Confidentiality
  15. Monitoring
  16. Indemnification
  17. Entire Agreement
  18. Arbitration
  19. Jurisdiction
  20. Severability
  21. Waiver
  22. Headings
  23. Intellectual Property
  24. No License
  25. Notices
  26. Acknowledgement
  27. Contact Us

1.0 DEFINITIONS

In addition to the terms defined in the preamble to this Agreement, the following words and terms, when used within this Agreement, shall have the following meanings, unless the context clearly indicates otherwise:

“biracy.com” means the online destination where registered Members in good standing can view Member Only content and participate in Member Activities available from time to time, in accordance with this Agreement and others can access publicly available information and content.

“Biracy Game” means the participation of Members in the development and production of the First Biracy Production and the rules and regulations for the game published as Game Rules and Regulations on the Website.

“Cash Account” means the sub-account within the Member Account, wherein the detailed record of a Member’s cash transactions is maintained.

“Commencement Date” means December 1, 2009.

“First Biracy Production” means the media production to be developed by the Members of The Biracy ProjectTM through their involvement in the Biracy Game.

“First Biracy Production Minimum Budget” means an amount determined in the sole discretion of Binoir to be adequate in amount to develop and produce a motion picture of sufficient quality to be accepted for public theatrical display by major theatre operators, with a maximum of Fifteen Million ($15,000,000) Canadian Dollars.

“First Biracy Project” means the first of an expected series of annual crowd-funded and crowd-directed media projects commencing December 1, 2009, also referred to herein as The Biracy ProjectTM.

“First Biracy Project Production Rights” means all rights of ownership of any kind or nature to the Initial Biracy Productions in all media, worldwide, in perpetuity, whether now known or hereafter devised, including, without limitation, the completed, in-development and in-production versions of the Initial Biracy Productions, all related scripts and other literary material, music, out takes, trailers, copyright, trademarks (except for copyright and trademarks owned by third parties) and all products and potential products related to the Initial Biracy Productions or any element thereof. The Members shall not have any copyright ownership in the Initial Biracy Productions. All copyright and other First Biracy Project Production Rights are owned by Binoir except for each Member’s right to such Member’s Fractional Game Member Participation, if any, pursuant to the terms of Paragraph 4.51(f) and the other terms of this Agreement.

“Game Points Account” means the sub-account within the Member Account, wherein the detailed record of a member’s game points transactions is maintained.

“Individual” means an individual person, corporation, partnership, joint venture or other legal entity.

“Initial Biracy Productions” means the First Biracy Production and any additional media productions produced or acquired utilizing amounts in the Biracy Media Funds Trust Account (as defined in Paragraph 4.31(a)) in excess of the First Biracy Production Minimum Budget, if any (”Additional IBP Productions”).

“Member” means an individual: (a) who has properly completed the registration process during the Subscription Period in a manner satisfactory to Binoir and is eligible to participate in biracy.com; (b) who has been issued a Member Account; and (c) whose Member Account has not been terminated, cancelled, suspended or closed;

“Member Account” means Your personal record issued and maintained by Binoir of your biracy.com cash, reward and game transactions.

“Member Activities” means the Members’ participation in the development and production of the First Biracy Production as offered to Members on the Website including all postings to and participation in bulletin boards, Member discussion forums and related activities.

“Member Only Content” means the web pages on the Website requiring a Member sign-in to access.

“Password” means a Member’s unique password.

“Registration” means the process whereby You provide information to Binoir and satisfy Binoir’s requirements, and if approved by Binoir, become a biracy.com Member.

“Rewards Points” means credits awarded by Binoir, each One Hundred (100) of which has a redeemable value of One (1) Canadian Dollar which can be used pursuant to Paragraph 4.84 herein until the Termination Date as defined in Paragraph 4.62 of this Agreement and cannot be redeemed for cash or transferred to a Member’s Cash Account.

“Rewards Points Account” means the sub-account within the Member Account, wherein the detailed record of a member’s rewards transactions is maintained.

“Rules and Regulations” means all rules and regulations which apply to any membership game offered by Binoir, and include, where applicable, the Game Rules and Regulations published on the biracy.com Website.

“Subscription Period” means the period commencing from the Commencement Date and ending on the earlier of the Refund Notification Date, as defined in Paragraph 6.6(b) or a date, determined in the sole discretion of Binoir, subsequent to achieving the First Biracy Production Minimum Budget but not later than the date at which there are One Million (1,000,000) Members.

“Username” means a Member’s unique login name.

“Website” means the URL identified as biracy.com, including all content available through the biracy.com domain name.

2. ACCEPTANCE OF TERMS AND BINDING EFFECT

2.1 The right to use biracy.com is personal to a Member and is not transferable to any other Individual. A Member is responsible for all use of such Member’s Member Account (under any Username or Password) and for ensuring that all use of such Member’s Member Account complies fully with the provisions of this Agreement. Each Member shall be responsible for protecting the confidentiality of such Member’s Password(s), if any.

2.2 Binoir shall have the right at any time to change or discontinue any aspect or feature of biracy.com, including, but not limited to, content, hours of availability, and equipment needed for access or use, except as provided in Paragraph 3 herein.

2.3 We advise you to seek independent legal counsel from a lawyer of your own choosing before agreeing to be bound by this Agreement. You confirm you have had a free and unfettered opportunity to consult with legal counsel of your own choice and you have either consulted with such independent legal counsel or voluntarily declined to do so.

2.4 This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

2.5 You have Thirty (30) days from the date you become a Member (“Membership Refund Period”) to reconsider and cancel your Membership pursuant to Paragraph 11.2 of this Agreement.

3. CHANGE OF TERMS

3.1 Binoir shall have the right at any time to change or modify the terms and conditions of this Agreement applicable to a Member’s use of biracy.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use, except for the following: (a) the percent allocation of the Membership Fees to the Referral Fees, Administration Fee and the Biracy Media Funds Trust Account as described in Paragraph 4.31(a) of the Agreement, (b) the maximum amount of the First Biracy Production Minimum Budget, (c) the allocation of Seventy-Five percent (75%) of the net proceeds of the Initial Biracy Production to the to the Members participating in the Biracy Game, (d) the conversion of One Canadian Dollar ($1) of net proceeds of the Initial Biracy Productions to One Hundred (100) Reward Points for allocation to Member’s Rewards Points Account and (e) the value of One Canadian Dollar ($1) to each One Hundred (100) Reward Points redeemable by a Member pursuant to Paragraph 4.84 herein. Such permitted changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on biracy.com, or by electronic or conventional mail, or by any other means by which a Member obtains notice thereof. Any use of biracy.com by a Member after such notice shall be deemed to constitute acceptance by the Member of such changes, modifications or additions. The most current version of the Agreement can be reviewed by clicking on the “Terms of Use” hypertext link located or published at the bottom of our Web pages. Archived versions, identifying the changes will be maintained on http/www.biracy.com/termsofuse/archive.

3.2 Binoir shall provide the Member with Thirty (30) days notice of change of any of the following conditions:

a) Change in Membership Fee amounts, and

b) Reduction in any Services.

Such notice shall be provided via electronic mail and/or conventional mail.

3.3 When required by Paragraph 3.2 or otherwise determined in the sole discretion of Binoir to be helpful or meaningful, notice of change of terms shall be posted on the Member’s Member Account page of the Website.

4. THE FIRST BIRACY PROJECT MEMBERSHIP

4.1 Membership Eligibility

4.11 All individuals may register for membership on this Website for the First Biracy Project during the Subscription Period (“Membership”). If you are an individual person, You agree that by using the Services you represent that you are at least Eighteen (18) years old and that you are legally able to enter into this Agreement.

4.12 Employees of Binoir may register to become Members with all related rights and benefits available to non-employee Members except Biracy employee Members may not win any Challenges or Contests in the Biracy Game as defined in the Game Rules and Regulations. Employee Membership Accounts are not identified as such.

4.13 Registration as a Member and use of biracy.com is void where prohibited by law.

4.2 The First Biracy Project Membership Fees (“Membership Fees”)

4.21 The Biracy ProjectTM is funded solely by Membership Fees. The type of Membership in the First Biracy Project and the related Membership Fee reflects the level of Services and benefits provided to you. You must select the level of membership You wish to pay for. See Paragraph 4.5 – Services to Members/ Benefits of Membership for the benefits attributable to each Membership level.

4.21 Membership type and related Membership Fees are:

Membership Type Membership Fee

Player Membership $ 25

Icon Membership $ 100

Mogul Membership $ 225

Titan Membership $ 1,000

4.22 Membership Fees are payable at the time of Registration.

4.23 You may upgrade Membership level at any time. Membership benefits for the upgraded level will accrue only from the date of the Membership upgrade.

4.24 In the event of termination of a Membership pursuant to Paragraph 10 of this Agreement, there shall be no refund of any portion of the Membership Fee paid by the Member.

4.25 All Membership Fees are charged and are payable in Canadian Dollars.

4.26 Membership Fees may be subject to taxes, levies and assessments of the legal jurisdiction of Binoir and/or the Member. Such additional charges, if applicable, shall be charged by Us and are payable by You at the time of Registration or some later date if it is subsequently determined the additional charges should have been levied.

4.27 Currency exchange settlements are based on Your agreement with your payment method provider.

4.3 Use of Membership Fees

4.31 Membership Fees are used as follows:

a) Sixty percent (60%) of Your Membership Fees are directed exclusively to costs directly associated with the Initial Biracy Productions or refunded to You. This percentage of Your Membership Fee is transferred to a segregated trust account (the “Biracy Media Funds Trust Account”) immediately upon expiry of the Membership Refund Period defined in Paragraph 2.5 or as soon as practical thereafter. The Biracy Media Funds Trust Account shall be held at a Canadian Chartered Bank unless otherwise authorized by this Agreement. The Biracy Media Funds Trust Account is held in-trust by Binoir pursuant to Paragraph 6 of this Agreement.

b) Forty percent (40%) of the Membership Fees are applied to payment of Referral Fees and Administration Fees. Upon expiry of the Membership Refund Period detailed in Paragraph 2.5, Thirty-Two percent (32%) will be used to pay Referral Fees pursuant to Paragraphs 4.51(e), 4.7, 4.82 and 4.83 and Eight percent (8%) will be used to pay Administration Fees charged by Binoir. Administration costs include project marketing, project development and administration services. AFTER EXPIRY OF THE MEMBERSHIP REFUND PERIOD, FORTY PERCENT (40%) OF YOUR MEMBERSHIP FEE WILL NOT BE AVAILABLE TO BE RETURNED TO YOU.

4.4 Risk to Members

4.41 AFTER EXPIREY OF THE MEMBERSHIP REFUND PERIOD AND IN THE EVENT THE PROPOSED FIRST BIRACY PRODUCTION DOES NOT COMMENCE PRODUCTION, FOR ANY REASON, ONLY SIXTY PERCENT (60%) OF YOUR MEMBERSHIP FEE WILL BE RETURNED TO YOU. AFTER EXPIRY OF THE MEMBERSHIP REFUND PERIOD, FORTY PERCENT (40%) OF YOUR MEMBERSHIP FEE IS ALLOCATED TO AND PAID FOR REFERRAL FEES AND ADMINSTRATION FEES.

4.5 Services to Members / Benefits of Membership

4.51 Upon activating a Membership, Members will be eligible to receive a number of services, products and benefits through the Website, Members will receive:

a) Copy of the Initial Biracy Productions. All Members will receive a notification of and be enabled to download a copy of the completed First Biracy Production and any Additional IBP Productions for personal use only, subject to the terms of this Agreement. Notification will be emailed to Members on the day following theatrical release of First Biracy Production and each Additional IBP Production, if any.

b) Video Blog Updates. On the Members’ Only portion of the Website, Members will have access to exclusive video updates. The video updates will document the First Biracy Production’s creation process from script development through production, to distribution and provide other Member updates and information in video and text blog format.

c) Voting Privileges. Members have a say in how the First Biracy Production is made. Members will vote on decisions ranging from script, to musical score, to actors, to costumes to catering, etc.

d) Access to the Members Only Biracy Game. When a Member participates in the voting and other activities available to Members only, the Member will earn game points in the Biracy Game. The Biracy Game is open to members only. The Biracy Game Rules and Regulations are available separately on the Website at biracy.com/gamerules.

e) Cash. A Member (the “Referring Member”) will be credited with Referral Fees for building a word-of-mouth Member network. Referral Fees shall be calculated pursuant to this Paragraph and Paragraph 4.7 of this Agreement. Referral Fee entitlements are based upon the level of Membership selected by the Referring Member as follows:

i. A Referring Member, regardless of type of Membership, will earn a Referral Fee, for each new Member (“Level 1 Member”) who identifies the Referring Member as having referred the Level 1 Member. The Referral Fee amount shall be that percentage as provided in Paragraph 4.71a) of this Agreement multiplied by the Membership Fee paid by the Level 1 Member;

ii. When a Level 1 Member refers a new Member (“Level 2 Member”) who identifies the Level 1 Member as having referred the Level 2 Member, the Referring Member, regardless of type of Membership, will earn a Referral Fee. The Referral Fee amount shall be the percentage indicated in Paragraph 4.71b) of this Agreement multiplied by the Membership Fee paid by the Level 2 Member;

iii. When a Level 2 Member refers a new Member (“Level 3 Member”), who identifies the Level 2 Member as having referred the Level 3 Member the Referring Member, regardless of type of Membership, will earn a Referral Fee. The Referral Fee amount shall be the percentage indicated in Paragraph 4.71c) of this Agreement multiplied by the Membership fee paid by the Level 3 Member;

iv. When a Level 3 Member refers a new Member (“Level 4 Member”), who identifies the Level 3 Member as having referred the Level 4 Member, the Referring Member, if the Referring Member is an Icon, Mogul or Titan Member, will earn a Referral Fee. The Referral Fee shall be the percentage indicated in Paragraph 4.71d) of this Agreement multiplied by the Membership Fee paid by the Level 4 Member;

v. When a Level 4 Member refers a new Member (“Level 5 Member”), who identifies the Level 4 Member as having referred the Level 5 Member, the Referring Member, if the Referring Member is a Mogul or Titan Member, will earn a Referral Fee. The Referral Fee shall be the percentage indicated in Paragraph 4.71e) of this Agreement multiplied by the Membership Fee paid by the Level 5 Member; and

vi. When a Level 5 Member refers a new Member (“Level 6 Member”), who identifies the Level 5 Member as having referred the Level 6 Member, the Referring Member, if the Referring Member is a Titan Member, will earn a Referral Fee. The Referral Fee shall be the percentage indicated in Paragraph 4.71f) of this Agreement multiplied by the Membership Fee paid by the Level 6 Member.

f) Rewards. As a group, Members will earn a contingent participation equal to the value of Seventy–Five percent (75%) of One Hundred percent (100%) of the net proceeds of the Initial Biracy Productions (the “Total Game Member Participation”) by participating in the development and production of the First Biracy Production through the Biracy Game. The Total Game Member Participation will be calculated from the net proceeds of the Initial Biracy Productions earned or accrued during the Term of Membership, as defined in Paragraph 4.6 of this Agreement. The portion of the Total Game Member Participation allocated to each individual Member (the “Fractional Game Member Participation”) shall be calculated by dividing the individual Member’s Game Points Account, at the date of the first public release of the First Biracy Production (the “Game Termination Date”), by the total of all Members’ Game Points Accounts at the Game Termination Date (“Total Game Points”). For example, if a Member has accrued Five and One Half percent (5.5%) of the Total Game Points, such Member’s Fractional Game Member Participation shall be equal to Five and One-Half percent (5.5%) of the Total Game Member Participation of the First Biracy Production and each Additional IBP Production, if any.

Each Member’s Fractional Game Member Participation will be paid as a credit to such Member’s Rewards Point Account. One Canadian Dollar of Fractional Game Membership Participation shall equal One Hundred (100) Reward Points. For example, if a Member’s Fractional Game Member Participation is equal to Twenty-Five Dollars ($25.00) in net proceeds of the Initial Biracy Productions, Two Thousand Five Hundred (2,500) Rewards Points would be credited to such Member’s Rewards Point Account.

BINOIR MAKES NO REPRESENTATION OR GUARANTEE THE INITIAL BIRACY PRODUCTIONS WILL PRODUCE ANY NET PROCEEDS AND MAKES NO REPRESENTATION OR GUARANTEE MEMBERS IN THEIR ENTIRETY OR ANY INDIVIDUAL MEMBER WILL RECEIVE ANY FRACTIONAL GAME MEMBER PARTICIPATION IN EXCESS VALUE OF ZERO DOLLARS ($0) IN RETURN FOR PARTICIPATION IN THE BIRACY GAME.

Net proceeds, if any, of the Initial Biracy Productions that accrue after the Termination Date shall be payable Fifty percent (50%) to Binoir and Fifty percent (50%) to One (1) or more Charitable Organizations as defined in Paragraph 6.5 of this Agreement. The choice of such Charitable Organizations will be at the sole discretion of Binoir.

g) Advance Notice of Premiers – All Members will receive notice, delivered via email, of the locations of the Premier showings of the First Biracy Production Each Member will have a limited time, to be determined, to purchase up to four (4) advance tickets to a premier showing of the First Biracy Production. In the event of theatrical release of any Additional IBP Productions al members will receive notice, delivered via email, of the locations of the Premier showing(s) of the Additional IBP Productions. If possible each Member will have a limited time, to be determined, to purchase up to four (4) advance tickets to a showing of the Additional IBP Productions.

h) Blu-ray Copy of the Initial Biracy Productions – Mogul and Titan level members will receive an autographed, boxed Blu-ray copy of the completed First Biracy Production for personal use only, subject to the terms of this Agreement.

4.6 Term of Membership

4.61 The term of each Membership in the First Biracy Project (“Term of Membership”) shall begin on the date of payment of the Membership Fee by the Member.

4.62 The Term of Membership shall expire on earliest of the day that is six months after the Refund Notification Date as defined in Paragraph 6.6(c) of this Agreement or the day that is Three (3) years from the date of the notice given to Members regarding the First Biracy Production, pursuant to Paragraph 4.5(g) of this Agreement (the “Termination Date”).

4.7 Payment of Referral Fees

4.71 Referral Rees (“Referral Fees”) shall be earned by Members as follows:

a) Level 1 Referral Fees – Fifteen Percent (15%) of Membership Fees paid by the Member’s direct referrals;

b) Level 2 Referral Fees – Seven Percent (7%) of Membership Fees paid by referrals of a Member’s Level 1 Members;

c) Level 3 Referral Fees – Four Percent (4%) of Membership Fees paid by referrals of a Member’s Level 2 Members;

d) Level 4 Referral Fees – Three Percent (3%) of Membership Fees paid by referrals of a Member’s Level 3 Members;

e) Level 5 Referral Fees – Two Percent (2%) of Membership Fees paid by referrals of a Member’s Level 4 Members;

f) Level 6 Referral Fees – One Percent (1%) of Membership Fees paid by referrals of a Member’s Level 5 Members;

4.72 Referral Fees shall be credited to a Member’s Cash Account pursuant to Paragraphs 4.51(e), 4.71, 4.82 and 4.83 of this Agreement as Membership Fees are paid by new Members in the Member’s word-of-mouth referral network.

4.8 Members’ Account

4.81 Upon a Member completing Registration, Binoir shall create and open a Member’s Member Account to record and summarize transactions occurring between Binoir and/or The Biracy ProjectTM and the Member. Each Member Account shall record and display details of each cash transaction, reward transaction and game transaction as described in this Paragraph.

4.82 Cash Account: Each Cash Account will be credited with Referral Fees earned from the Member’s word-of-mouth referral network. Members may allocate the funds in their Cash Account at their sole discretion. Cash Account amounts may either be withdrawn by the Member by direct transfer, to the Member’s bank account, PayPal account or other similar payment processor, by cheque issued to the Member or by transfer to the Member’s Rewards Point Account. At the request of a Member, Binoir shall forthwith transfer to the Member such requested amount, up to the Available Balance, as defined in Paragraph 4.83 of this Agreement, of a Members’ Cash Account, in the manner requested by the Member if such manner is available to Binoir, otherwise by a manner selected by Binoir, but in no event shall Binoir transfer amounts from a Member’s Trust Account to such Member’s Rewards Point Account without the Member’s prior consent. All costs associated with a transfer or payment of funds to the Member shall be paid by the Member. Binoir may charge a reasonable charge for issuing a cheque not to exceeding Twelve Dollars and Fifty Cents ($12.50) per cheque issued.

4.83 Cash Account Hold Period. Each Member’s Cash Account will indicate two balances: a) Total Account Balance and b) Available Balance. The Available Balance is the amount available for immediate transfer or payout pursuant to Paragraph 4.82. Upon the expiration of One Hundred Eighty (180) days following payment of a referred Member’s Membership Fee (the “Hold Period”), the related Referral Fee shall be placed in the referring Member’s Available Balance. Amounts in a Member’s Total Account Balance in excess of the Available Balance shall not be available to the Member until the expiration of the applicable Hold Period. Binoir may, at its sole discretion, waive the Hold Period.

4.84 Rewards Points Account: The Rewards Points Account will be credited with Rewards Points in accordance with Paragraph 4.51f) of this Agreement. Rewards Points may be used to pay for any good or service offered on the Website, or a Biracy affiliate website and/or pay for membership in a future Biracy project or membership in any other crowd-funding projects on any Biracy affiliated websites. Upon the Termination Date, as defined in Paragraph 4.62 of this Agreement, each Member may use any remaining Rewards Points to pay for gift cards as will be offered on the Website and/or for membership in a future Biracy project or for membership in any other crowd-funding projects on any Biracy affiliated websites. If a Member does not designate the use of any remaining Rewards Points within One Hundred and Eighty (180) days after the Termination Date, any remaining Rewards Points shall be paid to One (1) or more Charitable Organizations as defined in Paragraph 6.5 of this Agreement. The choice of such Charitable Organizations will be at the sole discretion of Binoir. Payment to the Charitable Organizations shall only be made if Binoir has made a minimum of Two (2) attempts over the One Hundred and Eighty (180) day period to contact the Members who have a remaining balance in their Rewards Points Account. Contacts shall include email, postal delivery or telephone call to the last contact address or telephone number provided to Binoir by the Member.

4.85 Game Points Account: Game Points earned by a Member participating in the Biracy Game are recorded in the Game Points Account. On the Game Termination Date the accumulation of Game Points ceases and the Game Points Account is frozen for calculation of Rewards Points as per Paragraph 4.51f) of this Agreement. Game Points have no commercial value.

4.86 Each Member’s Member Account shall be maintained for a minimum of Twenty-Four (24) months after the Termination Date to ensure benefits earned remain available to Members until fully utilized.

5. PASSWORD AND SECURITY

5.1 To become a Member requires You to open an account. You must complete the registration process by providing Binoir with current, complete and accurate information as prompted by the applicable registration form. You also will choose a Password and a Username. We ask that usernames not be offensive to others. If Your Username is deemed offensive, in the sole judgement of the web-site moderator appointed by Binoir the Username will be changed by moderator and the Member will be notified by email.

5.2 You may use your Password and Username to access your Member Profile and control how other Members communicate with you. By providing Binoir your email address you consent to Our using the email address to send you Service-related notices, including notices required by law, in lieu of communication by postal mail. We may also use Your email address to send You other messages including changes to features of the Service and special offers.

5.3 You are solely responsible for maintaining the confidentiality of Your Username and Password. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to notify Binoir immediately of any unauthorized use of Your account or any other breach of security. Binoir will not be liable for any loss that You may incur as a result of someone else using Your Password or Member Account, either with or without Your knowledge. However, You could be held liable for losses incurred by Binoir or another party due to someone else using Your Account, Username or Password. You may not use anyone else’s account at any time.

6. POOLED TRUST ACCOUNTS

6.1 Binoir, or its designate, shall hold the sum of all Cash Account balances as reported to Members on the their Member Account page (the “Cash Accounts) in a segregated trust account, or segregated trust accounts (the “Pooled Trust Account” or “Pooled Trust Accounts”). The Pooled Trust Account shall be held in a bank account at a Canadian Chartered Bank (the “Members’ Trust Bank Account”) unless otherwise authorized in this Agreement. The Members’ Trust Bank Account shall be designated “Binoir In-Trust for Biracy Members”.

6.2 Binoir shall hold the Biracy Media Funds Trust Account, as defined in Paragraph 4.31a) of this Agreement, in a segregated trust account, or segregated trust accounts. The Biracy Media Funds Trust Account shall be held in a bank account at a Canadian Chartered Bank unless otherwise authorized in this Agreement (the “Biracy Media Funds Trust Bank Account”). The Biracy Media Funds Trust Bank Account shall be designated “Binoir In-Trust for Biracy Media Productions”.

6.3 Funds deposited and held in the Members’ Trust Bank Account and the Biracy Media Funds Trust Bank Account (together the “Members’ Trust Accounts”) are the property of Members, not the property of Binoir. Binoir shall not use the funds for any purpose except as authorized in this Agreement.

6.4 Members may request transfer of funds from the Member’s Cash Account, in accordance with Paragraphs 4.82 and 4.83 of this Agreement.

6.5 The Members’ Trust Bank Account shall be closed on a date that is no earlier than Three Hundred and Sixty-Five (365) days after the Termination Date. Thereafter, any balance remaining in the Members’ Trust Bank Account, as supported by credits in Members’ Cash Accounts, shall be paid to One (1) or more registered charities (the “Charitable Organizations”). The choice of the Charitable Organizations will be at the sole discretion of Binoir. Such payment to the Charitable Organizations shall only be made if Binoir has made a minimum of four attempts over a two year period to contact the Members who have a remaining balance in their Cash Accounts. Contacts shall include any of email, postal delivery and telephone call to the last provided contact address or telephone number provided to Binoir by the Member.

6.6 The Biracy Media Funds Trust Account is held in-trust by Binoir for the Members and shall be transferred as described on the earliest of the following dates:

a) When the balance in the Biracy Media Funds Trust Account reaches a balance equal to or greater than the First Biracy Production Minimum Budget, Binoir shall cause to be incorporated a production entity (the “Single Purpose Entity”). Binoir shall cause the Single Purpose Entity to open a bank account in a Canadian Chartered Bank (the “SPE Bank Account”). From the date of opening of the SPE Bank Account, Binoir shall transfer all funds deposited to the Biracy Media Funds Trust Account to the SPE Bank Account, up to the maximum of the First Biracy Production Minimum Budget.

b) In the event the full amount of the First Biracy Production Minimum Budget has been transferred to the SPE Bank Account, Binoir shall, at its sole discretion: (1) transfer all or a portion of the remaining balance of the Biracy Media Funds Trust Account, if any, to the SPE Bank Account and/or (2) utilize all or a portion of the remaining balance of the Biracy Media Funds Trust Account, if any, for the benefit of Members by creating additional single purpose entities to develop, produce and market additional media projects or by acquiring completed media projects.

c) If, on the day that is One (1) year after the Commencement Date, the Biracy Media Funds Trust Account balance is not greater than or equal to the First Biracy Production Minimum Budget, Binoir shall notify the Members via electronic and/or conventional mail (“Refund Notification Date”) and Binoir shall cause a return of the funds in the Biracy Media Funds Trust Account to all Members in amounts that are pro-rata to the amount of Membership Fees paid by the Members and at the earliest possible date close of the Biracy Media Funds Trust Account. Any unclaimed balance remaining in the Biracy Media Funds Trust Account, whether as a result of cheques remaining uncashed or otherwise, at a date that is One Hundred and Eighty (180) days after the Termination Date shall be paid to One (1) or more Charitable Organization(s). The choice of such Charitable Organizations will be at the sole discretion of Binoir. Payment to the Charitable Organizations shall only be made if Binoir has made a minimum of Two (2) attempts over the One Hundred and Eighty (180) day period to contact the Members who have a remaining balance in the Biracy Media Funds Trust Account represented by a balance in the Member’s Cash Account. Contacts shall include email, postal delivery or telephone call to the last provided contact address or telephone number provided to Binoir by the Member.

6.7 Binoir, or its designate, is authorized to invest some or all of the Members’ Trust Accounts in investments other than in bank accounts at Canadian Chartered Banks (the “Alternate Investments”). Any such Alternate Investments shall only be in high quality government issued and/or other debt instruments with Standard & Poor Rating of “A” or greater or equivalent rating. Members will, however, always have access to funds held for the Members’ benefit in the Members’ Cash Accounts as held in the Alternative Investment and/or the Members’ Trust Bank Account. One Hundred percent (100%) of income earned on funds in the Members Trust Accounts shall be paid to one or more Charitable Organizations. The choice of such Charitable Organizations will be at the sole discretion of Binoir

7. EQUIPMENT AND ADDITIONAL COSTS

7.1 Members shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of biracy.com and all charges related thereto.

7.2 Even if you Register as a Member or do not pay for the some of the Services, you may still incur charges incidental to using the Services; for example, charges for Internet access, mobile text messaging, or other data transmission.

8. USE OF SERVICES

8.1 You do not have to register in order to visit biracy.com. To access the Members Only Content and Services of the Website You will need to register and create a Member account. If you register with biracy.com you become a Member and gain access to features related to the Membership level you have selected and paid for.

8.2 The Services may include bulletin board services, chat areas, news groups, forums, communities, personal web pages, and/or other message or communication facilities designed to enable Members to communicate with others (each a “Communication Service” and collectively “Communication Services”).

9. RESTRICTED ACTIVITIES

9.1 Members agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service.

9.2 Members MUST NOT post or transmit through biracy.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any Law.

9.3 Biracy.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound (“Biracy Materials”), and the entire contents of biracy.com (“Biracy Content”) are copyrighted as a collective work under the Canadian, United States and other copyright laws. Certain of the Biracy Content may be provided to Binoir under license from third parties who own the copyright of such content. Members may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit the Initial Biracy Productions and/or any of the Biracy Materials on biracy.com or the Initial Biracy Productions, in whole or in part. Members may download copyrighted Biracy Material and the Initial Biracy Productions for Member’s personal use only (e.g., Biracy Material and the Initial Biracy Productions may not be electronically shared with, transmitted or transferred by any method now known or hereafter devised to any other Individual whether for profit or non-profit without the express prior written consent of Binoir). Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded Biracy Materials or the Initial Biracy Productions will be permitted without the express prior written consent of Binoir and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted Biracy Material or the Initial Biracy Productions, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Each Member acknowledges that it does not acquire any ownership rights by downloading the Initial Biracy Productions or any copyrighted Biracy Materials.

9.4 Members shall not upload, post or otherwise make available on biracy.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with the Member. Members shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of biracy.com (“Submitted Material”), You automatically grant and warrant that the owner of such Submitted Material has expressly granted Binoir the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide by any method now known or hereafter devised and/or to incorporate it in other works in any form, media or technology now known or hereafter devised for the full term of any copyright that may exist in such Submitted Material. You also permit any other Member to access, view, store, or reproduce the Submitted Material for that Member’s personal use. You hereby grant Binoir the right to edit, copy, publish and distribute in any manner now known or hereafter devised any Submitted Material made available on biracy.com by You.

9.5 Binoir has no obligation to monitor the Communication Services. However, Binoir reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Binoir reserves the right to terminate a Member’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Binoir reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Binoir’s sole discretion.

9.6 Members must always use caution when giving out any personally identifiable information in any Communication Services. Binoir does not control or endorse the content, messages or information found in any Communication Services and, therefore, Binoir specifically disclaims any liability with regard to the Communication Services and any actions resulting from Member’s participation in any Communication Services. Any managers and hosts are not authorized Binoir spokespersons, and their views do not necessarily reflect those of Binoir.

9.7 For clarity, and not as a limitation, Members agree that when using the Service, Members will not:

a) Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

b) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (e.g., rights of privacy and publicity) of others.

c) Publish, post, upload, distribute or disseminate in any manner now known or hereafter devised any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

d) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless the Member owns or controls the rights thereto or has received all necessary consent to do the same.

e) Use any Biracy Materials or information, including, without limitation, images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

f) Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

g) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

h) Download any file posted that Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

i) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

j) Restrict or inhibit any other Member from using and enjoying the Communication Services.

k) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

l) Harvest or otherwise collect information about others, including email addresses.

m) Violate any applicable laws or regulations.

n) Create a false identity for the purpose of misleading others.

o) Use, download or otherwise copy, or provide (whether or not for a fee) to an Individual any directory of Members of the Services or other Member or usage information or any portion thereof.

9.8 The foregoing provisions of Paragraph 9 are for the benefit of Binoir, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

10. DEFAULT

10.1 A Membership is subject to termination by Binoir on the occurrence of any one or more of the following:

a) Non-payment of Membership Fees resulting from a charge back by credit card issuer or other payment processor or subsequent application of taxes, levies or assessments pursuant to Paragraph 4.26 of this Agreement which is not rectified within Fourteen (14) days of notice from Binoir;

b) Violation by the Member of any of the terms of Paragraph 9 of this Agreement.

10.2 A Member who is in default of any of the items in Clause 10.1(a) shall be subject to immediate termination of Membership.

10.3 Any Member posting, transmission through biracy.com or similar action, which in the sole opinion of Binoir contravenes the provisions of Paragraph 9, shall be sent an email by the Moderator warning the Member they are in contravention of the terms of this Agreement and their Membership is subject to termination.

10.4 If, in the sole opinion of Binoir, a Member is in contravention of the terms of Paragraph 9 of this Agreement for a second time, and the Member has previously been advised of the first contravention in accordance with Paragraph 10.3 of this Agreement, the Member will be sent a second email by Binoir warning the Member they are in contravention of the terms of this Agreement and their Membership will be terminated without further warning if a third contravention occurs.

10.5 If, in the sole opinion of Binoir, a Member is in contravention of the terms of Paragraph 9 of this Agreement for a third time, and the Member has been given notice pursuant to Paragraphs 10.3 and 10.4, the Member’s Membership will be terminated immediately, without further warning.

10.6 Notwithstanding any provision herein, Binoir reserves its rights in law and in equity with respect to a Member’s violation of the terms of Paragraph 9.

11. TERMINATION OF MEMBERSHIP

11.1 All Memberships shall terminate on the Termination Date.

11.2 A Member may request a refund of Member’s Membership Fee at anytime within Thirty (30) days of registration as a Member by checking the “cancel membership” box on the Member’s Account Page and selecting the “Submit” button located adjacent thereto. Immediately upon submission of the cancellation request the Member’s Membership is deemed to be and shall be terminated. A full refund of Membership Fees shall be paid on termination of Your Membership if the terms of this Paragraph 11.2 are complied with by the terminating Member.

11.3 A Member can choose to terminate such Member’s Membership at anytime. Except as provided in Paragraph 11.2, no refund of any portion the Membership Fee shall be paid by Binoir to a self-terminating former Member. Sometimes we will retain personal information from closed accounts to comply with laws, prevent fraud, collect any fees owed, resolve disputes, assist with any investigations, and take other actions permitted by law.

11.4 A Membership may be terminated by Binoir, at its sole discretion, pursuant to the terms of Paragraph 10 of this Agreement.

11.5 In the event of termination of a Membership by Binoir pursuant to Paragraph 11.3 or 11.4 of this Agreement, there shall be no refund of any portion of the Membership Fees paid by the terminated Member.

11.6 In addition to the foregoing, in the event of termination of a Membership by Binoir pursuant to Paragraphs 11.2, 11.3 or 11.4 of this Agreement:

a) Such Terminated Member (the “Terminated Member”) shall not receive a digital or Blu-ray copy of any of the Initial Biracy Productions.

b) All of the Terminated Member’s accrued Game Points shall be deleted from the Terminated Member’s Game Points Account and such Terminated Member shall not be entitled to participate further in the Biracy Game or benefit from any prior participation in the Biracy Game;

c) Any balance in a Terminated Member’s Rewards Points Account shall be paid to One (1) or more Charitable Organizations. The choice of such Charitable Organizations shall be at the sole discretion of Binoir;

d) Any balance in a Terminated Member’s Cash Account shall be paid to One (1) or more Charitable Organizations. The choice of such Charitable Organizations shall be at the sole discretion of Binoir and such Terminated Member shall not be eligible to accrue any further Referral Fees;

e) Such Terminated Member shall not be entitled to any other benefits of Membership;

11.7 There may be additional consequences pursuant to the terms of Paragraph 10 with respect to termination of a Membership by Binoir pursuant to Paragraph 11.4.

12. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

12.1 Members expressly agree that use of biracy.com is at the Member’s sole risk. Neither Binoir, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that biracy.com will be uninterrupted or error free, or the server that makes it available are free of viruses or bugs; nor do they make any warranty as to the results that may be obtained from use of biracy.com, or as to the accuracy, reliability or content of any information, service, or merchandise provided through biracy.com.

12.2 Website content, including the information, names, pictures, logos and icons, regarding or relating to The Biracy ProjectTM, its products and Services (or to third party products and services) is provided on an “as is” and on an “as available” basis without any representations or warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.

12.3 This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behaviour, negligence, or under any other cause of action. Member specifically acknowledges that Binoir is not liable for the defamatory, offensive or illegal conduct of other Members or third-parties and that the risk of injury from the foregoing rests entirely with the Member.

12.4 In no event will Binoir, or any individual involved in creating, producing or distributing the Services, be liable for any damages, including, without limitation, direct, indirect, incidental, special, and consequential or punitive damages arising out of the use of or inability to use biracy.com. You hereby acknowledge that the provisions of this Paragraph shall apply to all content on the Website.

12.5 In addition to the terms set forth above neither, Binoir nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticated of, the information contained within biracy.com, or for any delay or interruption in the transmission thereof to the Member, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.

12.6 Force majeure – neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of Fifteen (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

12.7 The sole exclusive right of the Member as to any breach or alleged breach hereunder by Binoir and/or termination or cancellation hereof by Binoir shall be the recovery of damages that were not excluded hereunder, if any, and the rights herein granted by the Member shall not terminate by reason of such breach or alleged breach. In no event may the Member enjoin or restrain the development, production, distribution or exploitation of the Initial Biracy Productions or any part thereof or any materials relating thereto or derived therefrom, or the use, publication, or dissemination of any advertising, promotion, merchandising, or publicity in connection therewith, or to seek to obtain any other equitable relief with respect to any breach of Binoir’s obligations hereunder or otherwise.

13.1 The Website may contain links to third party websites that are not owned or controlled by Binoir. In the event you activate one of these links you will leave the biracy.com site. The linked sites are not under the control of Binoir and Binoir is not responsible for the contents of any linked site, or any link contained in a linked site, privacy policies of linked sites, practices or linked sites or any changes or updates to linked sites. Binoir is not responsible for webcasting or any other form of transmission received from any linked site. Binoir is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Binoir of the linked site.

14. PRIVACY & CONFIDENTIALITY

14.1 Binoir respects each Member’s privacy and permits Members to control the treatment of personal information. A complete statement of Binoir’s current Privacy Policy can be reviewed by clicking on the Privacy Policy hypertext link located or published at the bottom of our Web pages.

15. MONITORING

15.1 Binoir shall have the right, but not the obligation, to monitor the content of biracy.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Binoir and to satisfy any law, regulation or authorized government request. Binoir shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on biracy.com. Without limiting the foregoing, Binoir shall have the right to remove any material that Binoir, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

16. INDEMNIFICATION

16.1 The Member agrees to defend, indemnify and hold harmless Binoir, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of biracy.com by the Member.

17. ENTIRE AGREEMENT

17.1 This Agreement, the Privacy Policy, Game Rules, domain licenses and any operating rules for biracy.com established by Binoir constitute the entire agreement of the parties and supersede all previous written or oral agreements between the parties.

18. ARBITRATION

18.1 Each party to this Agreement expressly agrees that any dispute, claim or controversy arising out of or in connection with this Agreement shall be settled solely and exclusively by binding arbitration in Vancouver, British Columbia. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the British Columbia International Commercial Arbitration Centre. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The parties agree that judgment upon the arbitration award will be final, binding and conclusive upon each party and may be entered into any court having jurisdiction. In the case of action under this Paragraph, the prevailing party shall be entitled to recover its costs of the proceeding, including reasonable attorneys’ fees and out of pocket expenses

19. JURISDICTION

19.1 This Website and provision of Services are provided by Binoir from Canada. The Agreement, the Privacy Policy, Game Rules and any operating rules for biracy.com shall be construed in accordance with and governed by the laws of Canada and the Province of British Columbia, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the provincial or federal courts in British Columbia, Canada in all disputes arising out of or related to the use of the Website or, without reference to their rules regarding conflicts of law.

20. SEVERABILITY

20.1 If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

21. WAIVER

21.1 No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

22. HEADINGS

22.1 The Paragraph headings used herein are for convenience only and shall not be given any legal importance.

23. INTELLECTUAL PROPERTY

23.1 Your Compliance with all Intellectual Property Laws – When accessing the Website or using the Services, You agree to obey the law and to respect the intellectual property rights of others. Your use of the Services and the Website is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information, Biracy Materials and/or Submission Materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Biracy Materials or Submission Materials you provide or transmit, or that is provided or transmitted using your Member ID or Username. The burden of proving that any Submission Materials do not violate any laws or third party rights rests solely with you. The burden of proving that any Biracy Materials used by You without the prior written authorization of Biracy do not violate any laws or third party rights rests solely with you.

23.2 Copyright

a) The Website contains copyright material, trademarks and other proprietary information, including, but not limited to, software, text, photos, video, graphics, music and sound which are the copyright of Biracy.com. These items are copyrighted as a collective work under the Canadian, United States and International copyright law. In addition the Website may contain copyright material, trademarks and other proprietary information, including, but not limited to, software, text, photos, video, graphics, music and sound, under license from third parties. All rights reserved.

b) Binoir has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Website or with the Services. Binoir has adopted a policy that provides for the immediate suspension and/or termination of any Member who is found to have infringed on the rights of Binoir or of a third party, or otherwise violated any intellectual property laws or regulations. Binoir’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Binoir to delete, edit, or disable the material in question, you must provide Binoir with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Binoir to locate the material; (d) information reasonably sufficient to permit Binoir to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective you must provide it to the Copyright Infringement Unit at copyright@biracy.com and by certified mail; return receipt requested Binoir Media Inc., Suite 600, 905 West Pender Street, Vancouver, British Columbia, Canada, V6C 1L6.

23.3 Trademarks

a) The “whale b” logo, Biracy and The Biracy Project are trademarks of Binoir. All rights are reserved.

b) The names of actual companies, logos and products mentioned herein may be the trademarks of their respective owners.

c) Any rights not expressly granted herein are reserved.

24. NO LICENSE

24.1 Nothing contained on the Website should be understood as granting you a license to use any of the trademarks, service marks, logos and the like owned by Binoir or by any third party.

25. NOTICES

25.1 Any notices to Binoir shall be given by email to membernotice@biracy.com and by certified mail; return receipt requested Binoir Media Inc. PO Box 646, Okanagan Falls, British Columbia, Canada, V0H 1R0. Any notice to Members shall be sent by email to the email address provided by the Member. Email notices to a Member shall be deemed delivered Twenty-Four (24) hours from the time the email is sent. Notices to Binoir shall be deemed delivered Five (5) calendar days after sent by certified mail in Canada or Fourteen (14) calendar days after send by certified mail from outside Canada.

26. ACKNOWLEDGEMENT

26.1 By using the Services or accessing the Website, you acknowledge that You have read these Terms of Use and agree to be bound by them.

26.2 Any rights not expressly granted herein are reserved.

27. CONTACT US

Binoir welcomes feedback, and we encourage all Members to participate in making the Website a fun and friendly environment for everyone. Your opinion is important to Us, and we always want to keep our valued Members in mind when planning the future development of Your community. All emails will be read. Due to high volumes, not every email will receive a direct response.

Email: membersupport@biracy.com
Phone: 1-866-947-8499
Fax: 1-866-542-7973
Mail: The Biracy Project™
| 604 – 700 W. Pender | Vancouver, British Columbia, V6C 1G8 | Canada