Acceptance Of Terms
By accessing or using the Services in any manner, whether as a subscriber or not, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein, and all other operating rules, policies and procedures that may be published from time to time on the Site by WineDirect, each of which is incorporated by reference and each of which may be updated by WineDirect from time to time without notice.
Subscribing And Eligibility
WineDirect Account Subscription and Eligibility
You may browse the Site and view Content without subscribing, but as a condition to using certain aspects of the Services, you are required to register to open a subscription account with WineDirect (“WD Account”) in accordance to the terms and conditions of the Subscriber Agreement.
During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your WD Account, including any actions taken by persons to whom you have granted access to the WD Account. We reserve the right to change the account type, suspend or terminate the WD Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your WineDirect password. You shall never use another User's WD Account without such other User's prior express permission. You will immediately notify WineDirect in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Eligibility to open a WD Account and subscribe to the Services is limited to those businesses or individuals with a direct relation to the wine or beer industry, either as a producer, distributor, retailer, marketing or sales agent.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity who originated such Content. WineDirect cannot guarantee the authenticity of any Content or data which Users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.
The Services contain Content specifically provided by WineDirect, its partners, and/or affiliates, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
WineDirect Grant of License to Content
By submitting User Submissions on the Site or otherwise through the Services, you hereby do and shall grant WineDirect a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Services and WineDirect's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party websites and feeds). For clarity, the foregoing license grant to WineDirect does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with WineDirect.
You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
You understand that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such Content originated; that WineDirect will not be liable for any errors or omissions in any Content; and that WineDirect cannot guarantee the identity of any other Users with whom you may interact in the course of using the Services. When you delete your User Submissions, they will be removed from the Services, however, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with Users who have previously accessed or downloaded your User Submissions.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality 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.
Rules of Conduct
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services, including without limitation any use of the Services, that:
- Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) to third parties;
- Runs any form of auto-responder or "spam" on the Service;
- Distributes, advertises or promotes software or services that have the primary purpose of encouraging or facilitating unsolicited commercial email or spam; to solicit or collect, or distribute, advertise or promote, email address lists for the purpose of encouraging or facilitating unsolicited commercial email or spam.
- Third Party Rights:
- Copies material from third parties without proper authorization;
- Misappropriates or infringes any patent, trademark, trade secret, copyright, right of publicity or other intellectual property right of any other person or entity or violates any law or contractual duty.
- Illegal or Harmful:
- Is unlawful, threatening, abusive, harassing, deceptive, fraudulent, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by WineDirect in its sole discretion;
- Traffics in illegal drugs, illegal gambling, obscene materials or any other products or services that are prohibited under applicable law;
- Forge the signature or other identifying mark or code of any other person, impersonate or assume the identity of any other person, or engage in any other activity (including “spoofing”) to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous remailers or Internet nicknames);
- Is knowingly false, misleading, untruthful or inaccurate.
- Publishes or disseminates information that (a) constitutes slander, libel or defamation, (b) publicizes the personal information or likeness of a person without that person’s consent, or (c) otherwise violates or is invasive of the privacy rights of any person;
- Impersonates any person or entity, including any employee or representative of WineDirect;
- Includes anyone's identification documents or sensitive financial information.
- Network Disruption and Viruses:
- Contains or distributes software viruses or any other computer codes, files, worms, Trojan horse, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of WineDirect or any third party;
- Take any action that imposes or may impose (as determined by WineDirect in its sole discretion) an unreasonable or disproportionately large load on WineDirect's (or its third party providers') infrastructure;
- Causes denial of service attacks against WineDirect or other network hosts or Internet users or to otherwise degrade or impair the operation of WineDirect’s servers and facilities or the servers and facilities of other network hosts or Internet users;
- Post messages or software programs that consume excessive CPU time or storage space;
- Offer mail services, mail forwarding capabilities, POP accounts or auto-responders other than for the User’s own WD Account;
- Resells access to CGI scripts installed on WineDirect servers;
- Subverts, or assists others in subverting, the security or integrity of any of WineDirect’s systems, facilities or equipment;
- Gains unauthorized access to the computer networks of WineDirect or any other person;
- Provides passwords or access codes to persons not authorized to receive such material by the operator of the system requiring the password or access code;
- Conducts port scans or other invasive procedures against any server (except on servers for which the User is an authorized system administrator);
- Uses manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- Harvest or scrape any Content from the Service.
- As Against WineDirect:
- Users may not use the Services in any manner that might subject WineDirect to unfavorable regulatory action, to any liability for any reason, or adversely affect WineDirect’s public image, reputation or goodwill, including, without limitation sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by WineDirect in its sole discretion.
- Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction:
- Modify, translate, or otherwise create derivative works of any part of the Service;
- Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
- Other than appropriate use of an Add-to Link, involves commercial activities (whether or not for profit) and/or sales without WineDirect's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
WineDirect has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography. You shall abide by all applicable local, state, national and international laws and regulations.
We follow generally accepted industry standards and take appropriate commercially reasonable measures, including administrative, technical, and physical safeguards, to protect personal information from loss, theft, misuse, and unauthorized access, disclosure, alteration, and destruction. Despite our efforts, no transmission of data over the internet is guaranteed to be completely secure, and we cannot guarantee the security of any information you provide to us. Therefore, WineDirect does not promise or guarantee, and you should not expect, that your personally identifiable information or communications with us will always remain private. You are responsible for protecting your username and password from third party access, and for selecting passwords that are secure. If there is ever a dispute about who owns your WD Account, we are the decider in our sole discretion.
Third Party Products, Services and Links
All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. WINEDIRECT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Services and Links to Other Websites
Notifications And Service Messages
You agree that we may provide notices to you via banners on the Service, or to an email sent to an address you provided, or through other means. You agree to keep your contact information up to date. If the contact information you provide isn't up to date, you may miss out on these notices. Please review your settings regularly to control and limit what kind of messages you receive from us.
WineDirect may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your subscription. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable.
Effect of Termination
Upon termination, we are not responsible for any losses you experience because of the termination of our services or for removing your data from our servers. Some terms of our agreement will still apply even after our relationship ends.
Representations and Warranties
Except to the extent required by law, WineDirect has no special relationship with or fiduciary duty to you. You acknowledge that WineDirect has no control over, and no duty to take any action regarding: which Users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release WineDirect from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. WineDirect makes no representations concerning any Content contained in or accessed through the Services, and WineDirect will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.
THE SITE, SERVICES, CONTENT AND ADD-TO LINK ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.
WINEDIRECT, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR ACCESS AND/OR USE OF THE SITE, SERVICES, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18 USC 2701-2711)
WineDirect makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Service or any website linked to the Service. WineDirect will not be liable for the privacy of email addresses, subscription and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on WineDirect's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.
You shall defend, indemnify, and hold harmless WineDirect, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Site or otherwise from your User Submissions: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your customer regarding WineDirect’s processing of your customer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code. WineDirect reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with WineDirect in asserting any available defenses.
Limitation of Liability
ALL LIABILITY OF WINEDIRECT, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF WINEDIRECT, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE MONTH’S FEES INCURRED BY USER COMMENSURATE TO THE FEES FOR THE MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM AROSE.
IN NO EVENT SHALL WINEDIRECT, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT WINEDIRECT, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK FOR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF REVENUE; LOSS OF GOODWILL; LOSS OF DATA; LOSS OF ANTICIPATED SAVINGS; WASTED EXPENDITURE; OR COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES.
Dispute Resolution; Governing Law