Terms of service

1. Introduction
1.1. Nature of this Agreement.
1.1.1. This Agreement is an electronic contract.
1.1.2. This is an Agreement between you, called “you​” in this Agreement, and a
British Columbia corporation called Caelyx Creative Inc., called “Caelyx
Creative​” in this Agreement. “We​”, “us​”, and “our​” also mean Caelyx
Creative. Any time this Agreement says a “Party​,” or the “Parties​,” it means
it applies to either or both of you and Caelyx Creative.
1.1.3. This Agreement affects your legal rights, and you should read it carefully to
make sure you know what you are signing.
1.1.4. This Agreement also sets out what you have to do as a User, what you can’t
do, and what Caelyx Creative has to do or won’t do.
1.1.5. This Agreement sets out Caelyx Creative’s relationship with you with respect
to the Website and the Services, so you should read it carefully before signing.
1.2. When this Agreement applies.
1.2.1. Clicking “I Agree” at the end is the same as signing a paper contract, and you
will be bound by the terms of this Agreement.
1.2.2. By accessing the Website or using the Services, you agree to be bound by the
terms of this Agreement applicable to the Website and the Services that are
accessible without logging in.
1.2.3. By logging in or otherwise actively indicating your agreement, you agree to
be bound by all of the terms of this Agreement without exception.
1.2.4. Notwithstanding the foregoing, you are prohibited from any unauthorized or
prohibited use of the Website or Services, whether or not you have indicated
your agreement to be bound by this Agreement.
1.2.5. If you do not agree with or accept any of these terms, you should cease using
the Services immediately and leave the Website.
{00756540; 1}
1.3. Subject of this Agreement.
1.3.1. The Gingerotica web site at http://www.gingerotica.com, including
subdomains and mirrors authorized by Caelyx Creative as part of Gingerotica,
is called the “Website​.”
1.3.2. The services provided by Caelyx Creative, including through the Website, are
called the “Services​.”
1.3.3. “Content​” means any text, images, video, audio or other multimedia content,
software or other information or material submitted to, subsisting on or
directly accessible from the Website or via the Services.
1.3.4. Anyone who uses the Services, including you, is a “User​.”
1.3.5. These terms of use explain how you may use the Website and the Services.
1.4. There are certain policies that are separate documents, like the Privacy Policy and
Additional Terms [insert hyperlink], which are considered part of this Agreement.
Please make sure you read them too, as you are agreeing to be bound by them when
you sign this Agreement.
1.5. You must be at least 19 years old and legally capable of entering this Agreement and
completing transactions.
1.6. This Site is intended for and directed to residents of Canada over the age of 19 years,
or residents of other jurisdictions where the Services are legal and in which you are of
legal age in your jurisdiction..
1.7. If you have any questions about this website, please contact Caelyx Creative at
1.8. Please send any legal notices to Caelyx Creative at:
Caelyx Creative Inc.
Vancouver, British Columbia
V_______ Canada
{00756540; 1}
2. What can you do, what do you have to do, and what are you not allowed to do?
2.1. Permitted Uses (What you can do).
2.1.1. You may use the Services for your personal use only, and not for any other
use of yours, and not for any use whatsoever of anyone else’s.
2.2. Content.
2.2.1. Where any Content is made available for downloading via the Services, this is
our copyrighted work and/or that of our licensors.
2.2.2. All Content that is made available for downloading is only made available for
your personal use in a non­commercial manner.
2.2.3. Any reproduction or redistribution of Content not in accordance with this
Agreement is hereby prohibited, whether or not such specific prohibition is
expressly set out in this Agreement, and may result in severe civil and
criminal penalties.
2.2.4. Our Content is warranted only to the extent expressly required by British
Columbia law or according to this Agreement, and we hereby disclaim all
other warranties, conditions and other terms (whether express or implied) with
regard to the Content, to the extent permissible by law. In no event shall our
aggregate liability in respect of any Content exceed the limitations of liability
in this Agreement.
2.3. Licence and Intellectual Property.
2.3.1. The Website, Services, and all intellectual property rights therein (including
without limitation any Content) are owned by us and/or our licensors.
2.3.2. We and our licensors reserve all our intellectual property rights (which
include without limitation all copyright, trademarks, domain names, design
rights, database rights, patents and all other intellectual property rights of any
kind) whether registered or unregistered anywhere in the world.
2.3.3. Without limiting the generality of the foregoing, all trademarks relating to
Gingerotica, Caelyx Creative, or that are otherwise displayed or used in
conjunction with the Services are our trademarks or are used by us under
{00756540; 1}
licence and nothing in this Agreement grants you any rights at law or equity
with respect to such trademarks.
2.3.4. You agree not to adjust to try to circumvent or delete any intellectual property
notices contained on the Website and in particular in any digital rights or other
security technology embedded or contained within any Content.
2.3.5. Caelyx Creative hereby grants to you a personal, non­transferable and
non­exclusive license to access, read and download one copy of the Content
(or to such portion thereof) to the extent that Caelyx Creative has sufficient
right to grant such licence, provided you are and continue to be in compliance
with the terms of this Agreement, including any Additional Terms, subject to
the following: Some Content is provided free of charge, and may be labelled as a
preview, sample, or with some similar label, and your licence to such
Content is as set out above and for the period of time such Content is
so available; and Some Content is only made available once you have logged in, and
may be labelled as member, subscription, or similar Content, and your
licence to such Content is as set out above, but only while your
subscription dues are fully paid and your membership is current and
in good standing.
2.3.6. By posting any information or content (called “Your­Content​”) as part of the
Services, you grant to Caelyx Creative an irrevocable, perpetual,
non­exclusive, transferable, sub­licensable, worldwide, royalty­free right and
license to use, copy, store, display, modify and distribute Your­Content,
including preparing derivative works and incorporating Your­Content into
other works.
2.3.7. You represent and warrant that any posting and use of Your­Content by
Caelyx Creative will not infringe or violate the right of any third party.
2.4. Your Obligations (What you have to do).
2.4.1. You have to keep your account information accurate and up­to­date. you have
to tell Caelyx Creative when your contact information changes. Because
Caelyx Creative will send any notices to you by e­mail, it is your
{00756540; 1}
responsibility to make sure that Caelyx Creative has the correct e­mail
2.4.2. You agree to submit your first and last name as they appear on legal
documentation provided by your government, which will be protected by
Caelyx Creative in accordance with the Privacy Policy.
2.4.3. You have to comply with the proper security practices described throughout
this Agreement, including below under section 5.
2.4.4. You have to complete any payment for the Services that you have agreed to
2.4.5. You agree that anything you post or otherwise communicate through the
Services is (i) accurate and not confidential; (ii) not in violation of any laws;
(iii) free of viruses, adware, spyware, worms, or other malicious code; and (iv)
may be processed by Caelyx Creative in accordance with the Privacy Policy.
2.5. Prohibited Uses (What you can’t do).
2.5.1. You agree and promise that you will not:
a) use the Services for any commercial use, which is strictly prohibited;
b) interfere with the proper working of Caelyx Creative’s computer systems,
including but not limited to the Website and any software or hardware
related to the Services, (the “Systems​”) or the activities facilitated by the
Systems, meaning that, among other things, you won’t expose the Systems
to or otherwise use, disseminate or propagate malware, automated
software, or any other unauthorized software or hardware tools;
c) allow someone else to use your account, meaning that, among other
things, you won’t disclose your login or account information, including
but not limited to your password or any other information unique to or
identifying a user as you that is required to access the Systems or the
Services, and that you won’t assign this Agreement or your account to any
other person, even temporarily, without the written consent from Caelyx
{00756540; 1}
d) disclose confidential information, which is information that is not publicly
available and that was made available to you by Caelyx Creative or by
other Users, and you will not violate other Users’ privacy;
e) use any information from other Users for purposes of spamming,
harassment, invasion of privacy or otherwise objectionable conduct;
f) bully, defame, slander, libel, or harass any other User;
g) make, communicate, or publish threatening, harassing, abusive, or
otherwise objectionable statements or comments to or about any other
h) defame or disparage anybody or make comments of an obscene,
derogatory or offensive manner or otherwise use the Services or the
Content in a way that brings us or any third party into disrepute or causes
us to be liable to any third party;
i) misrepresent any material facts or otherwise do anything fraudulent;
j) infringe Caelyx Creative’s or anyone else’s intellectual property rights,
which includes, among other things, making any copies of, making
derivative works from, redistributing or publishing, or reverse engineering
the Services or Content;
k) infringe other Users’ intellectual property rights, which includes, among
other things, making any copies of, making derivative works from,
redistributing or publishing, or reverse engineering anything to which they
have intellectual property rights;
l) expose Caelyx Creative to any kind of harm or claims relating to anyone
else’s intellectual property rights, which includes, among other things,
making any copies of, making derivative works from, redistributing or
publishing, or reverse engineering anything to which they have intellectual
property rights; or
m) do anything to bring harm to Caelyx Creative, including but not limited to:
i. breaking any law, rule, or regulation;
{00756540; 1}
ii. doing or facilitating anything obscene or illegal, including providing
access to anything obscene or illegal;
iii. creating liability or business difficulty for Caelyx Creative; or
iv. linking to anything to which you don’t have a right to link.
3. What happens if you do something prohibited?
3.1. If you do something prohibited by law or in breach of this Agreement, Caelyx
Creative may immediately, and without notice or compensation, terminate, suspend,
or impose conditions on your account in Caelyx Creative sole, absolute, and
uncontrolled discretion.
3.2. Indemnity​. In the event you expose Caelyx Creative to a claim or suit from
another User, from any third party, or from a government or regulatory body,
for any act or failure to act on your part, whether or not negligent or wilful, you
agree to indemnify Caelyx Creative, its directors, officers, employees, and
assigns from such claims, and any related damages, costs (including legal costs
and expenses on a solicitor and own client basis), expenses, penalties, and
3.2.1. This means that you won’t get Caelyx Creative in trouble, either on
purpose or by accident, and if you do, you’ll pay any penalties,
settlements or damages found, and you’ll also pay for Caelyx Creative’s
lawyers. Caelyx Creative is telling you right here that this is a complex
legal clause with important effects on your rights and obligations, and
that you should get a lawyer to review it with you.
4. What if something goes wrong? Whose fault is it?
4.1. The products offered and sold via the Services are provided “as is”. Except to
the limit of warranties expressly stated as applicable and to the extent expressly
stated, Caelyx Creative makes no warranties, including without limitation,
implied warranties or conditions of merchantability, fitness for a particular
purpose, or non­infringement of intellectual property or other violation of rights.
4.2. In no event shall Caelyx Creative or its suppliers be liable for any damages
arising out of the use or inability to use any products available through the
Services, to the extent permissible by law.
{00756540; 1}
4.3. Caelyx Creative assumes no responsibility for the conduct of any User
communicating through the Services in any manner, and assumes no
responsibility for monitoring the Services for inappropriate content or conduct.
4.4. Users are responsible and liable for the consequences of their own
communications about, with, and between them and other Users and, therefore
you and the other Users are responsible for your own actions, whether or not
mediated or facilitated by Caelyx Creative.
4.5. Reporting. Users may report a problem with another User’s communications
including posted content, subject to and in accordance with the following:
4.5.1. Report any suspicious or inappropriate communications to Caelyx Creative by
e­mailing support@gingerotica.com.
4.5.2. Caelyx Creative has no obligation to modify or remove inappropriate
communication or content.
4.5.3. Caelyx Creative may, but need not, edit, refuse to post, or remove anything
posted by any User at any time, and Caelyx Creative is under no obligation to
give reasons for such action.
4.5.4. You will fully cooperate with Caelyx Creative to investigate any suspected
unlawful, fraudulent or improper activity, including, without limitation,
granting Caelyx Creative access to any password­protected portion of your
5. What about Privacy and Security?
5.1. Privacy.
5.1.1. Caelyx Creative is committed to protecting your privacy, as set out in the
Privacy Policy [insert hyperlink here], and in accordance with the Personal
Information Protection Act (British Columbia).
5.1.2. You hereby provide irrevocable consent to Caelyx Creative monitoring and
recording your communications through the Services for internal purposes,
including security purposes and business purposes, subject to the Privacy
{00756540; 1}
5.1.3. Caelyx Creative will never sell your information, or use or disclose it for any
purpose other than the purpose for which it was collected, unless compelled
by law, or required in order to protect its rights under law and so permitted.
5.1.4. Caelyx Creative may use your information for its own marketing purposes,
but will not sell or disclose it to any third party except as necessary in a
confidential manner to provide the Services, such as to process transactions.
5.1.5. Caelyx Creative declares to you that some of the servers for the Services may
be located in the United States of America or elsewhere, and disclosure of
information stored on or transmitted through those servers could be compelled
under the USA PATRIOT Act; although it is highly unlikely for something like
that to happen, it’s important for you to know.
5.2. Security.
5.2.1. While nothing is 100% secure, Caelyx Creative takes steps to keep
information as secure as reasonably possible.
5.2.2. Caelyx Creative contracts the development and maintenance of the website
and data processing to security service providers that use current,
industry­standard security protocols to protect your information.
5.2.3. Because there is no perfect computer security system, you have certain
obligations: You have to use a unique password that you don’t use for other
websites or computer systems. You have to protect your login information, which is the password
itself, and the combination of your password and username. You are not allowed to share your password with or disclose it to any
other person. You agree to notify Caelyx Creative at support@gingerotica.com
promptly in the event of any known or suspected loss, theft, or
unauthorized disclosure of your account information, including but
not limited to your password, personal information, or credit card or
other payment information.
{00756540; 1}
6. Can this Agreement be changed?
6.1. Caelyx Creative may update this Agreement or any policies or documents
incorporated into it by reference, such updates to agreement or policies amending this
Agreement or the policies effective on the 15
th calendar day after being posted and a
notice being sent to you by email to the email address in your profile.
6.2. If you don’t keep your email address up to date, you may not receive the notice and
the amendments will be effective anyway, so keep your email address updated.
7. How does this Agreement end?
7.1. Either party may terminate.
7.1.1. You may terminate your account at any time for any reason.
7.1.2. Caelyx Creative reserves the right to stop offering or supporting the Services
or a particular product or part of the Services at any time, at which point your
licence to the Content or the applicable part thereof will automatically be
terminated. In such event, Caelyx Creative shall not be required to provide
refunds, benefits or other compensation to you in connection with
such discontinued Services.
7.1.3. Caelyx Creative reserves the rights to terminate your account without notice
or compensation if it has been inactive for 90 consecutive days. [Note: Levi
to consider this.​]
7.2. Upon termination of your account for any reason, any licence you have been granted
to the Content terminates.
8. The following are some basic but necessary legal statements about this Agreement.
Please read them.
8.1. Jurisdiction.
8.1.1. You and Caelyx Creative agree that this Agreement is governed by and
interpreted according to the laws of the Province of British Columbia, Canada.
8.1.2. You and Caelyx Creative agree to deal with any disputes or hear any legal
matters in the courts of the Province of British Columbia, Canada.
{00756540; 1}
8.2. Severability. Should any provision of this Agreement be found to be invalid or
unenforceable by the Court, such invalidity shall not affect other provisions of this
Agreement which can be given effect without the invalid provision, and such invalid
provision shall be deemed severed and the remainder of this Agreement shall remain
in full force and effect.
8.3. Survival. Sections 2.4.3 (your promise to adhere to proper security practices), 2.4.4
(your promise to complete transactions), 2.5 (Prohibited Uses), 3.2 (Indemnity), 4
(Limited Liability), and (your promise to notify Caelyx Creative if your
account or password becomes compromised) shall survive the termination or expiry
of this Agreement.
8.4. Assignment. Caelyx Creative may assign this Agreement on reasonable notice to
you, which notice will be provided by email to the email address in your profile. you
may not assign this Agreement.
8.5. Enurement. This Agreement shall enure to the benefit of and be binding upon each of
Caelyx Creative and you and Caelyx Creative’s and your respective successors and
permitted assigns.
8.6. Waiver.
8.6.1. Any waiver of, breach, non­compliance, or consent to depart from, the
requirements of any provision of this Agreement shall be effective only if it is
in writing and signed by the Party giving it, and only in the specific instance
and for the specific purpose for which it has been given.
8.6.2. No failure on the part of any Party to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver of such right.
8.6.3. No single or partial exercise of any such right shall preclude any other or
further exercise of such right or the exercise of any other right.
8.7. Force Majeure.
8.7.1. In the event that the performance of the terms of this Agreement by a Party is
delayed, hindered or prevented by a Force Majeure, the Party may at its option
suspend this Agreement, in whole or in part, without liability or account
8.7.2. For the purposes of this Agreement, “Force Majeure​” means any cause
beyond the reasonable control of the Party seeking to take advantage of such
{00756540; 1}
Force Majeure, including, without limitation, any act of nature, acts of any
government authority, war, fire, unanticipated loads or transactions in Caelyx
Creative’ web site or systems, breaches of security, malware, faults in
third­party software or equipment, or degradation or failure of
telecommunications services.
8.8. Independent Contractors. You and Caelyx Creative agree that the Parties are
independent contractors and that there is no joint venture, employment, partnership,
or agency relationship.
{00756540; 1}

Privacy and cookies policy

Doing business with Caelyx Creative Inc. (“Caelyx Creative​”) and the Gingerotica web site at
http://www.gingerotica.com (the services provided by Caelyx Creative through the web site called
the “Services​”) involves providing information about yourself.
Caelyx Creative has put in place the following Privacy Policy. Caelyx Creative will continue to
protect customer information derived from the Services consistent with laws and regulations issued
by the Province of British Columbia and the laws of Canada applicable therein.
Collection and Use
When we refer to “your information” in this policy, we mean information that, when associated with
you, could be used to identify you; for example, your name, address, telephone number, and e-mail
address; as well as other information that a user would reasonably expect to be kept private.
Caelyx Creative will collect and use customer identifiable information for billing and transaction
purposes, improvements to our services and security, internal marketing purposes (we will not sell or
otherwise disclose your information to other companies), resolution of problems with your account
or other matters with our systems, and to collect anonymous information for our research and
You can expect us to protect your privacy. Your information and the business you do with us is kept
in strict confidence. Only authorized personnel have access to your information. We don’t sell your
information to third parties. Our procedures and systems are designed to reasonably protect your
information from error, loss and unauthorized access. We keep your information only as long as it is
You can give or withdraw your consent. We need to get your express or implied consent before
obtaining or using your information, or disclosing it to anyone (The exception is when we are
required by law, or it is necessary for our protection). You can withdraw this consent whenever you
want, unless legal requirements prevent this.
You can review and make corrections to your information. Please contact our privacy officer at
privacy@gingerotica.com to review and correct your information.
Cookies. In this policy, “cookie​” means a small amount of data, which often includes an
anonymous unique identifier, that is sent to your browser from a web site’s computers and stored on
your computer’s hard drive.
{00743461; 3}
Any web site can send its own cookie to your browser if your browser’s preferences allow it, but (to
protect your privacy) your browser only permits a web site to access the cookies it has already sent
to you, not the cookies sent to you by other sites.
Choices about Cookies
You can configure your browser to accept all cookies, reject all cookies, or notify you when a cookie
is set.
If you reject all cookies, you may not be able to use the Services.
Caelyx Creative’s Practices Regarding Cookies
Caelyx Creative uses its own cookies for a number of purposes, including to:
1. Keep track of preferences you specify while you are using the Services;
2. Assist us to maintain and manage your status as logged in or logged out while you are using the
3. Estimate and report our total audience size and traffic; and
4. Conduct research to improve Caelyx Creative’s content and services, but without disclosing any
customer identifiable information.
Caelyx Creative will not sell, trade, or disclose to third parties any customer identifiable information
derived from the registration for or use of the Services (except as required by court order, subpoena,
search warrant, or other legal process or in the case of imminent physical harm to the customer or
others). When Caelyx Creative uses other agents, contractors or companies to perform services on
its behalf, Caelyx Creative will ensure that the company protects your customer identifiable
information consistent with this Privacy Policy.
[Note: Levi, if you plan to send any direct marketing e-mails, in addition to the information in this
policy, you will also need express consent under the Canadian Anti-Spam Legislation (CASL).
Please contact us for advice in this matter. It is simple to obtain consent, but it must be a separate
consent action, which we can advise on.]
[Note: Do not use this paragraph without first obtaining CASL advice, as this paragraph is
important but not legally suf icient – express consent by separate electronic action is
required.​] Customer Choice: A customer may choose whether to receive direct marketing
communications from Caelyx Creative in connection with Caelyx Creative on-line services. If a
customer chooses not to receive such communications, Caelyx Creative (a) will not contact that
{00743461; 3}
customer directly with marketing messages about Caelyx Creative on-line services, and (b) will not
use customer identifiable information obtained from that customer’s registration for or use of an
on-line service to contact that customer with marketing messages about any Caelyx Creative
products or services. For information and instructions about how to make this choice: [insert
reference to technological consent method here.]
Caelyx Creative has implemented technology and security features and policy guidelines to safeguard
the privacy of your customer identifiable information from unauthorized access or improper use.
Although we use industry standard security measures to safeguard your privacy, to the extent
permissible by law, our liability in the event of any breach or accidental disclosure is limited to the
lesser of actual direct damages sufferd by you or $100 CAD, provided that if such limitation is not
permitted by applicable law, our liability shall be limited to the minimum liability permitted by such
law, and in no event shall we be liable for third party, consequential, or indirect damages or losses.
E-mail Contents
Caelyx Creative will not read or disclose to third parties private e-mail communications that are
transmitted using the Services except as required to operate the Services or as otherwise authorized
by law.
Improper Conduct
Caelyx Creative may also use customer identifiable information to investigate and help prevent
potentially unlawful activity or activity that threatens the Caelyx Creative’s technology, resources, or
any other component of the Services, or that otherwise violates the Terms of Use Agreement
[NTD: Define the Terms of Use Agreement​].
Customer Concerns
If you have concerns about this Privacy Policy or its implementation you may contact us at
Changes in Practices
Caelyx Creative will keep this Privacy Policy current. We will inform you of any changes that we
make by sending you a notice at the e-mail account you have registered with us. It is important that
you keep your e-mail account up to date, and that you set your filter to accept e-mail from Caelyx
Creative and Gingerotica.
{00743461; 3}
{00743461; 3}