Terms and Conditions

July 7, 2020

TERMS AND CONDITIONS
Welcome to Guudclub.com, the website and online service of Idea Fridge Media, Inc. (“Idea Fridge Media", ”Guudclub”, “we,” or “us”).  This page explains the terms by which you may use our online services, website, and software provided on or in connection with the service (collectively the “Service”, “website”).  By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Service Agreement (“Agreement”) and to the collection and use of your information as set forth in the Idea Fridge Media Privacy Policy (https://guudclub.com/privacy), whether or not you are a registered user of our Service. By using the Website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

ELIGIBILITY
You may use the Service only if you can form a binding contract with Idea Fridge Media, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Idea Fridge Media.

LICENSE TO USE SERVICE AND WEBSITE
Unless otherwise stated, Idea Fridge Media owns the intellectual property rights in the Website and material in the Website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the Website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:
- sell, rent or sub-license material from the Service or Website;
- reproduce, duplicate, copy, or otherwise exploit material on this Service or Website for a commercial purpose;
- republish material from the Website or Service (including republication on another website or app) except for as provided in Permitted Sharing below;
- show any material from the Service or Website in public except for as provided in Permitted Sharing below;
- edit or otherwise modify any material in the Service or Website;
- or redistribute material from the Service or Website without permission from Idea Fridge Media except as provided in Permitted Sharing below;
- use a group inbox to subscribe to the Service, or;

If more than one person in your company wants regular access to the Website, Guudclub offers volume pricing for multiple subscriptions.

Members who cancel within fourteen (14) days of membership may be charged with up to $120 administrative cancellation fee.

PERMITTED SHARING
A Guudclub subscription is for one person only.

You may take a screenshot of partial content from the Website for the purpose of sharing privately or on social media provided such publication includes attribution to Guudclub.
You may reproduce a reasonable excerpt from the Website or Service for a blog post or other publication provided such publication includes attribution and link to Guudclub.com. Such excerpt shall not to exceed 40% of content in the originating Guudclub post or Service article.

Idea Fridge Media, Inc. reserves the right to terminate any or all of these exceptions at any time globally or on an individual user basis. If a subscription is ended, user is indicating that they no longer wish to receive email correspondence or access to the site. This takes effect immediately.

ACCEPTABLE USE
You must not use the Service or Website in any way that causes, or may cause, damage to the Service or Website or impairment of the availability or accessibility of the Service or Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website or Service.You must not use the Service or Website for any purposes related to marketing without Idea Fridge Media’s express written consent.

RESTRICTED ACCESS
Access to certain areas of the Website is restricted. Idea Fridge Media reserves the right to restrict access to other areas of this website, or indeed this entire website, at Idea Fridge Media’s discretion.If Idea Fridge Media provides you with a user ID and password to enable you to access the Service or restricted areas of this Website or other content or services, you must ensure that the user ID and password are kept confidential.If Idea Fridge Media provides you with an RSS feed that includes restricted content, you may not share that feed or use it in any application other than an RSS feed reader. Idea Fridge Media may disable your RSS access at any time at its sole discretion without notice or explanation.Idea Fridge Media may disable your user ID and password in Idea Fridge Media’s sole discretion without notice or explanation.

USER CONTENT
In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.You grant to Idea Fridge Media a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Idea Fridge Media the right to sub-license these rights, and the right to bring an action for infringement of these rights.Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Idea Fridge Media or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Idea Fridge Media reserves the right to edit or remove any material submitted to this website, or stored on Idea Fridge Media’s servers, or hosted or published upon this website.Notwithstanding Idea Fridge Media’s rights under these terms and conditions in relation to user content, Idea Fridge Media does not undertake to monitor the submission of such content to, or the publication of such content on, the Website.

By posting any user content on the Website, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Idea Fridge Media a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such user content and your name, voice, and/or likeness as contained in your user content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website, Service, and any other product now existing or later developed by Idea Fridge Media (and its successors’ and affiliates’) including without limitation for promoting and redistributing part or all of the Website and Service (and derivative works thereof) in any media formats and through any media channels.The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights and photographs (the “Guudclub Media Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Idea Fridge Media and its licensors.  Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Guudclub Media Content.  Use of the Guudclub Media Content for any purpose not expressly permitted by this Agreement is strictly prohibited.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”).  By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Idea Fridge Media under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.  You further acknowledge that, by acceptance of your submission, Idea Fridge Media does not waive any rights to use similar or related ideas previously known to Idea Fridge Media, or developed by its employees, or obtained from sources other than you.

NO WARRANTIES
NOTHING IN AND/OR ON THE WEBSITE CONSTITUTES, OR IS MEANT TO CONSTITUTE, FINANCIAL ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY FINANCIAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. YOU ARE AWARE OF AND AGREE THAT IDEA FRIDGE MEDIA, INC. SHALL NOT BE RESPONSIBLE FOR ANY LOSS THAT YOU SUFFER AS A RESULT OF ANY FINANCIAL TRANSACTION, REGARDLESS OF WHETHER OR NOT YOU ENTER SUCH TRANSACTION BASED IN ANY WAY UPON ANYTHING YOU LEARN FROM THE WEBSITE AND/OR Service. IDEA FRIDGE MEDIA, INC. IS NOT YOUR FINANCIAL ADVISOR AND WHEN IT COMES TO MAKING FINANCIAL DECISIONS, YOU ARE ON YOUR OWN.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, IDEA FRIDGE MEDIA, INC., ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

IDEA FRIDGE MEDIA, INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE IDEA FRIDGE MEDIA, INC. SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND IDEA FRIDGE MEDIA, INC. WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDEA FRIDGE MEDIA, INC., ITS MANAGERS, MEMBERS, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM INFORMATION CONTAINED IN THE WEBSITE, THE GOODS OR USE OF, OR INABILITY TO USE, THE WEBSITE AND/OR Service. UNDER NO CIRCUMSTANCES WILL Idea Fridge Media, Inc. BE RESPONSIBLE FOR ANY INVESTMENT OR FINANCIAL-RELATED DECISIONS YOU MAKE AS A RESULT OF ANY INFORMATION IN the WEBSITE. FURTHERMORE, UNDER NO CIRCUMSTANCES WILL IDEA FRIDGE MEDIA, INC. BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEA FRIDGE MEDIA, INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR ANY INFORMATION CONTAINED IN THE WEBSITE AND/OR Service; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) VIOLATION OF ANY PERSON OR ENTITIES INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY CONTENT OR GOODS; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL IDEA FRIDGE MEDIA, INC., ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO IDEA FRIDGE MEDIA, INC. HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF IDEA FRIDGE MEDIA, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR PROVINCE TO PROVINCE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

No Professional Advice
If the Service provides professional information (for example, financial, legal or medical), such information is for informational purposes only and should not be construed as professional advice.  No action should be taken based upon any information contained in the Service.  You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

Security
Idea Fridge Media cares about the integrity and security of your personal information.  However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes.  You acknowledge that you provide your personal information at your own risk.
Idea Fridge Media, Inc. makes no representations that the Service is appropriate or available for use in all locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canada and local laws and regulations, including but not limited to export and import regulations.

EXCEPTIONS
Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit.

REASONABLENESS
By using the Website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.If you do not think they are reasonable, you must not use this website.

OTHER PARTIES
You accept that, as a limited liability entity, Idea Fridge Media, Inc. has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Idea Fridge Media’s members, managers, officers, or employees in respect of any losses you suffer in connection with the Service or Website.Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Idea Fridge Media’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Idea Fridge Media, Inc.

UNENFORCEABLE PROVISIONS
If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

INDEMNITY
You hereby indemnify Idea Fridge Media, Inc. and undertake to keep Idea Fridge Media, Inc. indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Idea Fridge Media, Inc. to a third party in settlement of a claim or dispute on the advice of Idea Fridge Media, Inc.’s legal advisers) incurred or suffered by Idea Fridge Media, Inc. arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

BREACHES OF THESE TERMS AND CONDITIONS
Without prejudice to Idea Fridge Media, Inc.’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Idea Fridge Media, Inc. may take such action as Idea Fridge Media, Inc. deems appropriate to deal with the breach, including suspending your access to the Service and/or Website, prohibiting you from accessing the Service and/or Website, blocking computers using your IP address from accessing the Service and/or Website, contacting your internet service provider to request that they block your access to the Service and/or Website and bringing court proceedings against you.

PAYMENT INFORMATION; TAXES
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Website and/or Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Website and/or Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. There are no refunds.

VARIATION
Idea Fridge Media, Inc. may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of the Service and Website from the date of the publication of the revised terms and conditions on this Service and/or Website. Please check this page regularly to ensure you are familiar with the current version.

ASSIGNMENT
Idea Fridge Media, Inc. may transfer, sub-contract or otherwise deal with Idea Fridge Media, Inc.’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

SEVERABILITY
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

THIRD-PARTY LINKS
The Website and/or Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Idea Fridge Media, Inc. Idea Fridge Media, Inc. does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Website and/or Service, you do so at your own risk, and you understand that this Agreement and Idea Fridge Media, Inc.’s Privacy Policy do not apply to your use of such sites. You expressly relieve Idea Fridge Media, Inc. from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Idea Fridge Media, Inc. shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

ENTIRE AGREEMENT
These terms and conditions constitute the entire agreement between you and Idea Fridge Media, Inc. in relation to your use of the Service and Website, and supersede all previous agreements in respect of your use of the Service and Website.

LAW AND JURISDICTION
These terms and conditions will be governed by and construed in accordance with the laws of British Columbia, Canada, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of British Columbia, Canada.

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