The WineDirect platform is constantly evolving, with updates to the ecommerce, POS, and other software tools that WineDirect offers. When new features become available, they are often available to all of our clients for free, or at a nominal cost, depending on the scope of the new features. Some new features may be available only in a specific package offered by WineDirect. Any or all of the tools are available for a live preview by contacting our office. If you have not already, we recommend that you and your staff take a personal tour of the features with one of our platform specialists. We can answer your questions, and highlight any areas into which you'd like to take a deeper look. We can also provide you with a sandbox to test your winery’s needs (i.e. running a club or an email blast). If you would like to set up a personalized demo before you sign up, please contact sales@winedirect.com or call 800-819-0325.
Last Updated: July 1, 2020
This Terms of Use Policy (“Terms of Use”) is made between WineDirect, Inc., a Delaware corporation, for itself and its subsidiary, WD Ecommerce Canada, Inc., a Canadian corporation (together, “WineDirect”) and you, or, if you represent an entity or other organization, that entity or organization (in either case, “You” or the “User”).
You must read these Terms of Use and our Privacy Policy carefully before accessing or using the services offered by WineDirect. These Terms of Use set forth the legally binding terms and conditions for your access to or use of the WineDirect website and its affiliated websites (collectively, the "Site") and the services, features, content, applications, websites or widgets offered by WineDirect (collectively with the site, the "Services").
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.
These Terms of Use apply to all Users of the Services, whether as a subscriber or not, including, without limitation, Users who are contributors of content, information, and other materials or services on the Site, individual users of the Services, venues that access the Services, and Users that have either a fee-based or free website on the Service. For the purposes of these Terms of Use, “Users” means you, as an individual or any other entity or organization visiting, browsing, subscribing, and/or availing themselves of the Services of WineDirect in any form.
Subject to these Terms of Use, WineDirect may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party.
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.
For purposes of these Terms of Use, the term "Content" includes, without limitation, prices, any location information, product information, videos, comments, likes, ratings, information and data generated, provided, or otherwise made accessible by WineDirect on or through the Services. Content added, created, uploaded, submitted, distributed, or posted to the Services by Users is collectively referred to as, "User Submissions."
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.
Subject to these Terms of Use, WineDirect grants each User of the Site and/or Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from WineDirect, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.
We reserve all rights not expressly granted to you in these Terms of Use. We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Site and Services and all copies of the Site and Services. These Terms of use do not grant you any rights to our trademarks or service marks.
For the purposes of these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
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.
As a condition of access or use, you promise not to access or use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services.
Prohibited Uses
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:
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.
If you process information that identifies or is reasonably capable of identifying an individual in connection with the Services (including information collected by WineDirect on your behalf), you acknowledge reading and consenting to our Privacy Policy and agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information, including but not limited to the California Consumer Privacy Act, as applicable.
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.
Products
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
You may be offered services, products and promotions provided by third parties, including, but not limited to, third party developers who use WineDirect’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WineDirect. Such third party websites are not governed by these Terms of Use or Privacy Policy. You access any such website at your own risk. We expressly disclaim any liability for these websites. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
WineDirect’s Rights
WineDirect has no obligation to monitor the Site, Service, Content, or User Submissions, however, WineDirect reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason, including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if WineDirect is concerned that you may have violated these Terms of Use, or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service.
WineDirect further reserves the right to access, read, preserve, and disclose any information as WineDirect reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of WineDirect, its Users and the public.
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.
If your access or use is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms of Use; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms of Use.
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.
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.
NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.
SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE); FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and WineDirect agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Except for Users located in the EEA and/or Australia, the following arbitration and governing law provisions shall apply: These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in the County of San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. Solely in respect of Users located in the EEA and/or Australia, the following governing law provisions shall apply: These Terms of Use and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of Canada. All disputes or claims arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of the Canadian Courts to which the Parties irrevocably submit.
Excepting the Subscription Agreement entered by Users registering for a WD Account, these Terms of Use are the entire agreement between you and WineDirect with respect to the Service and use of the Site, Service, Content or User Submissions and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and WineDirect with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
WineDirect reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Service or via email. WineDirect may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes.
Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of any such changes.
WineDirect shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond WineDirect's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with WineDirect's prior written consent. WineDirect may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Solely in respect of Users located in the EEA and/or Australia, in respect of these Terms of Use and your access to or use of this Site, Service, Content or User Submissions, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.
Where WineDirect has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with WineDirect. If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence.
