VINEBASE TERMS OF SERVICE

Last Updated: 09/09/2020

Vinebase, Inc. ("Vinebase" or "we") operates a website- and app-based marketplace enabling individual users ("Users") to connect with wineries (“Vendors”) who are offering wine and other products ("Vendor Products") for purchase. These Terms of Service (“Terms”) apply to your access to and use of the Vinebase website, Vinebase mobile application, and any other online products or services provided by Vinebase (collectively, the “Services”). You may be using the Services in the capacity of a User or a Vendor, and the terms applicable to Users or Vendors will apply to you in your capacity as a User or Vendor.

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 19, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 19.

THE SERVICES ARE FOR PERSONS 21 YEARS OF AGE AND OLDER. YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER 21.

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at [email protected].

    The Services

The Services are a neutral marketplace that enables communication and transactions between Users seeking to purchase, and Vendors offering, Vendor Products. As a provider of a neutral marketplace, Vinebase does not own, create, offer to sell, sell, resell, provide, control, manage, offer, deliver, or supply any Vendor Products. Vendors alone are responsible for their Vendor Products, and all Vendor Products are subject to availability. When a User purchases Vendor Products made available via the Services, he or she is entering into a sales contract directly with the Vendor, not Vinebase, and Vinebase is not and does not become a party to, or other participant in, any contractual relationship between Users and Vendors. Vinebase is not acting as an agent in any capacity for any User or Vendor. Without limiting the foregoing, VINEBASE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE ACTIONS OF ANY USER OR ANY VENDOR, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ASSOCIATED WITH ANY VENDOR PRODUCTS OR RESULTING FROM ANY TRANSACTIONS BETWEEN USERS AND VENDORS.

We have no control over and do not guarantee (a) the existence, availability, quality, safety, suitability, or legality of any Vendor Products, (b) the truth or accuracy of any Vendor Product descriptions, ratings, reviews, or Content (as defined below), or (c) the performance or conduct of any Vendor, User, or third party. Vinebase does not endorse any Vendor, User, or Vendor Products. Any description of any User or Vendor is not an endorsement, certification or guarantee by Vinebase about any such User or Vendor, including, without limitation, of the User’s or Vendor’s identity or background or whether the User or Vendor is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to offer to make a purchase for Vendor Products, accept an Order (as defined below) from a User, or communicate and interact with other Users or Vendors, whether online or in person. Any Content posted by a Vendor or about Vendor Products is not an endorsement by Vinebase of any Vendor or Vendor Products.

You are solely responsible for your interactions with Users or Vendors, as applicable, and Vinebase is not a party to any disputes that may arise between you and the User or Vendor, nor does Vinebase have any obligation to mediate or facilitate any resolution.

    Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy at https://beta.vinebase.com/privacy.

    Eligibility

You must be at least 21 years of age to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

    Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. If we terminate or suspend your account in accordance with Section 22 of these Terms, you may not create additional accounts.

    User-Specific Terms

Placing an Order

Subject to meeting any requirements set by Vinebase, you can place an order for Vendor Products (an “Order”) by following the process set forth on the Services. When you place an Order, it is an offer to purchase the Vendor Products from the applicable Vendor and is subject in all respects to the Vendor’s approval, which the Vendor may grant or withhold in his, her, or its sole discretion.  

All applicable prices for Vendor Products, including delivery fees, will be presented to you prior to placing the Order. You agree to pay all fees charged in the Order.  

Payment Method

Vinebase or the Vendor will collect fees from you after you place an Order. When placing an Order, you will be required to provide us with a valid, up-to-date credit card, debit card, bank account, or other payment method or information (“Payment Method”). We will either charge your Payment Method directly or will enable the Vendor to charge your Payment Method. You authorize us to charge, or enable the Vendor to charge, your Payment Method for fees you incur on the Services as they become due and payable. You are responsible for maintaining an up-to-date Payment Method. If we or the Vendor cannot charge you for any fees when due because your Payment Method is no longer valid, or if we or the Vendor do not receive your payment when due, then you understand that neither Vinebase nor Vendor will be responsible for any failure to deliver the Vendor Products associated with those fees.

Order Approval and Processing

If the Vendor approves your Order, the Vendor will arrange for processing the Order (including, in some instances, accepting payment from you), communicating with you, and shipping the Vendor Products to you. Upon Vendor’s approval of your Order, a legally binding agreement is formed between you and the Vendor, subject to any additional terms and conditions of the Vendor that may apply, including any rules or restrictions specified by the Vendor, except to the extent those terms or conditions conflict with these Terms, in which case these Terms will control.

Except for taxes on Vinebase’s income and gross receipts or where Vinebase is otherwise required to collect taxes, you are solely responsible for paying any applicable taxes that arise as a result of your use of the Services.  

No Refunds or Cancellations

All fees are non-cancelable and non-refundable once confirmed. The Vendor may cancel any Order in its sole discretion. Returns and refunds are at the sole discretion of the Vendor and must be arranged directly between you and the Vendor. Vinebase has no involvement in, and will not be responsible for the facilitation of any, returns or refunds, whether as a result of Vendor cancellation or otherwise. If you have a bad experience at Vinebase, please email us at [[email protected]] and we will attempt to address your concern accordingly.

Your Representations, Warranties and Covenants

By using the Services, you represent, warrant and covenant that you are acting, and will continue to act at all times during your use of the Services, in compliance with all applicable federal, state, and local laws, rules and regulations, including, without limitation, those regarding the purchase, transportation and delivery of alcoholic beverages. You further represent that (a) are legally entitled to purchase and take possession of alcoholic beverages, (b) are legally entitled to take quantities for which you placed any Orders and that you and the person accepting delivery of any alcoholic beverages are at least 21 years of age, and (c) you will only use the Services for personal, non-commercial use and you will not resell, distribute, or otherwise commercially exploit any products or services (including, without limitation, Vendor Products) that are made available via the Services.

Refusing, Limiting, or Canceling Orders

We reserve the right to refuse, limit, or cancel any Order at any time in our sole discretion, including, without limitation, refusing, limiting, or canceling quantities purchased per User, per household, or per Order. These restrictions may include Orders placed by or under the same User account, Order placed using the same Payment Method, and/or Orders that use the same billing or shipping address. We reserve the right to limit or prohibit Orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

    Vendor-Specific Terms

Listing your Vendor Products

When creating a listing of your Vendor Products on the Services, you must (a) provide complete and accurate information about your Vendor Products, (b) disclose any deficiencies, restrictions, and requirements that apply, and (c) provide any other pertinent information required by Vinebase. You are responsible for keeping information about your Vendor Services up-to-date at all times. When you accept an Order from a User, you enter into a legally binding agreement with that User and are required to provide your Vendor Products to that User as described to the User (including, without limitation, with respect to the quality, timeliness, and other characteristics of the deliverables promised to the User and any promotions, discounts, and other terms offered to the User).

Prices and Collection of Fees

You are solely responsible for setting a price for your Vendor Products. Any terms and conditions included in your Order acceptance or otherwise made available by you to the User must not conflict with these Terms. Any Content you post to the Services must be accurate and complete, including, without limitation, accurately reflecting your Vendor Products. Except for taxes on Vinebase’s income and gross receipts or where Vinebase is otherwise required to collect taxes, you are solely responsible for paying any applicable taxes as a result of your use of the Services.

We charge a service fee to Vendors for each Order, which will be automatically debited from your account that is linked to Vinebase via Stripe (your “Vendor Account”). Our service fee is calculated as a percentage of the fees that a User agrees to pay to you in an Order for the Vendor Products. Our service fees are made available separately to you.

Vendor Accounts

You authorize us to charge your Vendor Account for our service fees that you incur on the Services as they become due and payable. You are responsible for maintaining an up-to-date Vendor Account. If we cannot charge you for any service fees when due because your Vendor Account is no longer valid, or if we do not receive your payment when due, then you understand that we may immediately suspend your use of the Services until you update your Vendor Account.

Payment processing services for Vendors are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement. By agreeing to these Terms or continuing to operate as a Vendor, you agree to be bound by the Stripe Services Agreement, as the same may be amended from time to time.  

Your Representations, Warranties and Covenants

By using the Services in your capacity as a Vendor, you represent, warrant and covenant that you are in compliance with, will continue to comply at all times during your use of the Services with, and will fulfill all Orders and sell all Vendor Products in compliance with, all applicable federal, state, and local laws, rules, and regulations, including, without limitation, those regarding the purchase, transportation and delivery of alcoholic beverages, including, without limitation, that you and any intermediaries through which you sell, ship, or otherwise distribute the Vendor Products maintain in full force and effect all licenses, registrations, and permits to sell, ship, deliver, and otherwise distribute alcoholic beverages directly to individual consumers.

Your Relationship with Vinebase

If you choose to use the Services as a Vendor, your relationship with Vinebase is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Vinebase for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Vinebase. Vinebase does not, and will not be deemed to, direct or control you generally or in your performance under these Terms specifically, including, without limitation, in connection with your provision of the Vendor Products. You acknowledge and agree that you have complete discretion whether to list Vendor Products or otherwise engage in other business activities.

    Content

Our Services allow you to create, post, store and share content, including messages, text, photos, videos, audio, graphics, tags, links, software and other materials (collectively, “Content”). Except for the license you grant below, you retain all rights in and to your Content, as between you and Vinebase.

You grant Vinebase a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Content and any name, username or likeness provided in connection with your Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share Content on or through our Services, you understand that your Content and any associated information (such as your username or profile photo) may be visible to others. If your name, voice, image, persona, likeness, or performance is included in any of Content, you hereby waive and release Vinebase and its Users and Vendors from any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Content in accordance with the license in these Terms.

You may not create, post, store or share any Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your Content, and our use of such Content as permitted by these Terms, does not and will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor Content, we may delete or remove Content at any time and for any reason with or without notice.

    Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another User or Vendor’s account without authorization from that User or Vendor and Vinebase;
  • Engage in tactics to bypass the Services or other Vinebase systems to avoid complying with any of our applicable policies, including these Terms, paying any applicable fees, or complying with other contractual obligations;
  • Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Sell, resell or commercially use our Services;
  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
  • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
  • Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other Users or Vendors from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
  • Develop or use any applications that interact with our Services without our prior written consent;
  • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  • Bypass or ignore instructions contained in our robots.txt file; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also post or otherwise share only Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Vinebase or others to any harm or liability of any type.

Enforcement of this Section 8 is solely at Vinebase’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

    Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Vinebase or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

    Trademarks

The Vinebase name and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Vinebase and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

    Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Vinebase or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Vinebase’s sole discretion. You understand that Vinebase may treat Feedback as nonconfidential.

    Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of Users or Vendors who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Vinebase’s designated agent as follows:

Designated Agent:Rachel Woods

Address: 2261 Market Street, Suite #4043

San Francisco CA, 94114

E-Mail Address:[email protected]

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Vinebase for certain costs and damages.

    Third-Party Content

We provide information about, or links to, third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (other than Vendor Products) (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Vinebase does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

    Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Vinebase and our officers, directors, agents, partners and employees (individually and collectively, the "Vinebase Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services; (b) your Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to cooperate with the Vinebase Parties in defending such Claims.

    Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Vinebase does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Vinebase attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

    Limitation of Liability

To the fullest extent permitted by applicable law, Vinebase and the other Vinebase Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Vinebase or the other Vinebase Parties have been advised of the possibility of such damages.

The total liability of Vinebase and the other Vinebase Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of (a) $100 and (b) the amount paid by you to use our Services.

The limitations set forth in this Section 16 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Vinebase or the other Vinebase Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

    Release

To the fullest extent permitted by applicable law, you release Vinebase and the other Vinebase Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to (a) disputes between you and any User(s) or you and any Vendor(s), (b) the acts or omissions of any User(s), Vendor(s) and/or third parties, and/or (c) the provision of the Vendor Services.

If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

    Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

    Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Vinebase and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and Vinebase agree that any dispute arising out of or related to these Terms or our Services is personal to you and Vinebase and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or Vinebase seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Vinebase seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Vinebase waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Vinebase or relating in any way to the Services, you agree to first contact Vinebase and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Vinebase by email at [email protected] or by certified mail addressed to [email protected]. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Vinebase cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Harris County, Texas in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Vinebase agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, Vinebase, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Vinebase agree that for any arbitration you initiate, you will pay the filing fee and Vinebase will pay the remaining JAMS fees and costs. For any arbitration initiated by Vinebase, Vinebase will pay all JAMS fees and costs. You and Vinebase agree that the state or federal courts of the State of Texas and the United States sitting in Harris County, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Vinebase will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 19 by sending an email to [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.

If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.

    Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Texas and the United States, respectively, sitting in Harris County, Texas.

    Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services to you (including, without limitation, by suspending or terminating your account) at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

    Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

    [Additional Terms Applicable to Mobile Devices]

The following terms apply if you install, access or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

  • Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple, and Vinebase, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
  • Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
  • Maintenance and Support. You and Vinebase acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
  • Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Vinebase. However, you understand and agree that in accordance with these Terms, Vinebase has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
  • Product Claims. You and Vinebase acknowledge that as between Apple and Vinebase, Vinebase, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
  • Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Vinebase, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
  • Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:

Vinebase Inc
2261 Market Street
Suite #4043
San Francisco CA, 94114

[email protected]

  • Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Services.
  • Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).

The following terms apply if you install, access or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):

  • You acknowledge that these Terms are between You and us only, and not with Google.
  • Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where You obtained the Android App.  We, and not Google, are solely responsible for our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.

    Miscellaneous

These Terms constitute the entire agreement between you and Vinebase relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 8, 11, 13 through 17, 19, 20, 23 and 24 survive any expiration or termination of these Terms. The failure of Vinebase to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.