Last Updated: February 20, 2019
This Agreement is made between Web Search & Design, LLC, DBA as Vines OS (hereinafter “Vines OS”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You”).
Acceptance of Terms
We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the Vines OS website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page, together with any options you may have as a current customer to accept or reject changes, where required by law or otherwise made available. If no date is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your account.
Subscribing and Eligibility
You may browse the Website and view Content without subscribing, but as a condition to using certain aspects of the Services, you are required to subscribe with Vines OS and create a unique login and password. You also represent, warrant and covenant that you provide Vines OS with accurate information (including, but not limited to your name (“User Name”), e-mail address and company information for use with the Services) and to keep your subscription information accurate and up-to-date.
You agree to:
(i) provide accurate, current and complete information about you and your organization (if applicable) as prompted by the registration forms (“Registration Data”);
(ii) maintain the confidentiality of your password and other information related to the security of your account;
(iii) maintain and promptly update the Registration Data and any other information you provide to Vines OS, to keep such information accurate, current and complete; and
(iv) be fully responsible for all use of your account and for any actions that take place through your account, whether or not authorized by you.
Eligibility to use or subscribe to the Services is limited to those businesses or individuals with a direct relation to the alcohol beverage industry, either as a producer, distributor, retailer, marketing or sales agent, or to other businesses where club processing is required.
Vines OS reserves the right to cancel a User or refuse subscription, in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Vines OS password. You are solely responsible for the security of your User Name, Password and any Content generated by you. You shall never use another user’s account or provide access of your account to any third party. You will immediately notify Vines OS in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Vines OS Content
The Services contain Content specifically provided by Vines OS, 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.
- Except for User Submissions (as defined below), all content made available through the Services, including images made available through any website builder tools provided by Vines OS (the “Licensed Images”), designs, templates, text, graphics, images, video, information, software (the “Licensed Software”), audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively with the Licensed Images, “Vines OS Content”), are the property of Vines OS or its licensors.
- Any use of the Vines OS Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services and the Vines OS Content granted herein. All rights of Vines OS or its licensors that are not expressly granted in this Agreement are reserved to Vines OS and its licensors.
By submitting User Submissions on the Website or otherwise through the Services, you hereby do and shall grant Vines OS 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 Website, the Services and Vines OS’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Website (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 Vines OS 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 Vines OS.
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 Website is the sole responsibility of the person from which such Content originated; that Vines OS will not be liable for any errors or omissions in any Content; and that Vines OS 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.
Third Party Websites
The Services may contain links to other websites that are not owned or controlled by Vines OS (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, offensiveness, opinions, reliability, security, privacy practices or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services, or any individual element within the Services, Vines OS’s name, any Vines OS trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Vines OS’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Vines OS’s computer systems, or the technical delivery systems of Vines OS’s providers;
- Attempt to probe, scan, or test the vulnerability of any Vines OS system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Vines OS or any of Vines OS’s providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Vines OS or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Vines OS’s trademark, logo URL or product name without Vines OS’s express written consent;
- Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Vines OS 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.
Notifications and Service Messages
You agree that we may provide notices to you via messages on the Service, or 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.
You can post feedback directly in our chat application built into Vines OS.
Any feedback you provide is deemed to be non-confidential and non-proprietary. Vines OS shall be free to use such information on an unrestricted basis, without any compensation to you or any third party.
If you choose to submit any unsolicited ideas, suggestions, proposals, comments or materials (“Submissions”) to Vines OS, then regardless of what your communication says, the following terms shall apply to your Submissions. You agree that:
- Vines OS will consider the Submissions to be non-confidential and non-proprietary.
- Vines OS shall have no obligations concerning the Submissions, including but not limited to, no obligation to return any materials or acknowledge receipt of any Submissions.
- Vines OS may use, redistribute, or disclose the Submissions for any purpose and in any way, without any compensation to you or any forbidden third party.
USE OF THE SERVICES IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINES OS, AND ITS AFFILIATE ENTITIES MAKE NO WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. VINES OS, AND ITS AFFILIATE ENTITIES DISCLAIM ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
If your state or country does not allow these disclaimers, they do not apply to you. If your state or country requires a certain period for which a warranty applies, it will be either the shorter of 30 days from your first use of the Services or the shortest period required by law.
Limitations; Indemnity; Waiver of Liability
YOU ACKNOWLEDGE THAT VINES OS, AND ITS AFFILIATE ENTITIES ARE NOT LIABLE
(1) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES; OR
(2) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES.
THE RISK OF USING THE SERVICES AND EXTERNAL SITES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE SERVICES AND EXTERNAL SITES.
TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE SERVICES, OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE).
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF VINES OS, AND ITS AFFILIATE ENTITIES IS LIMITED TO THE AGGREGATE OF ONE MONTH’S FEES INCURRED BY USER COMMENSURATE TO THE FEES FOR THE MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM AROSE.
IF YOU HAVE NOT PAID VINES OS, AND/OR ITS AFFILIATE ENTITIES ANY AMOUNT IN THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH VINES OS, AND/OR ANY VINES OS AFFILIATE ENTITIES IS TO STOP USING THE SERVICES AND TO CANCEL YOUR ACCOUNT.
Some states or countries do not allow the exclusion of certain warranties or the limitations/exclusions of liability described above, which means these limitations/exclusions may not apply to you if you reside in one of those states or countries.
These limitations/exclusions to do not apply to users located in the EEA. For those users, if Vines OS fails to comply with these Terms, Vines OS is responsible for loss or damage you suffer that is a foreseeable result of Vines OS’s breach of these Terms or is a result of Vines OS’s negligence, but Vines OS is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and Vines OS at the time we entered into these Terms.
You will indemnify and hold harmless Vines OS and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.
Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Arbitration Rules, or, in the case of parties being headquartered in different nations, the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be San Jose, California USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Notwithstanding the foregoing, the parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation. Either party may commence mediation by providing a written request for mediation to JAMS and the other party, setting forth the subject of the dispute and the relief requested. If the dispute has not been settled within 45 days following the filing of a Request for Mediation or within such longer time period as the parties may agree in writing, either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration with JAMS. The mediation may continue after the commencement of the arbitration if the parties so desire. At no time prior to the 45 days following the filing of the request for mediation referred to above shall either side initiate litigation related to this Agreement except to pursue a provisional remedy that is authorized by law. Neither may either side initiate arbitration except to pursue a provisional remedy authorized by the applicable JAMS Arbitration Rules. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of the paragraph above. Further, for any party refusing or declining to participate in the mediation process prior to initiating or responding to a demand for arbitration, as provided above, such party shall not be entitled to recover attorney’s fees in connection with any adjudication process, even if such party would otherwise have been entitled to such relief under the terms of this Agreement.
Subscriber Service Agreement
This Services Agreement (“Agreement”) applies to business customers who become subscribers and governs your purchase and use, in any manner, of all subscription services (the “Services”) provided by Vines OS LLC (hereinafter “Vines OS”), and any of its affiliates.
NOTWITHSTANDING, BY BECOMING A SUBSCRIBER AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS.
Vines OS reserves the right to change or modify any of the terms and conditions contained in this Agreement and any policy or guidelines incorporated by reference at any time in its sole discretion. Any changes or modification will be effective upon prominently posting the revisions on the Vines OS Website (the “Website”) and sending e-mail notifications to your e-mail address on record. Your continued use of Services following Vines OS’s posting of any changes or modifications will constitute your acceptance of such changes or modifications. “Content” means all text, pictures, sound, graphics, video, links, and other data stored by you on Vines OS’s server computers.
Vines OS will provide one or more of the following services depending on the plan you choose:
- Wine Club Management
- Event Ticketing
- Revel Systems POS sync
Metered File Transfer
Vines OS will provide shared server computers with an Internet address for storage and access of the Website. While Vines OS does not set arbitrary limits on the amount of visitor traffic User Websites can receive or on the amount of content a User can upload to User Websites in any given month, nor does Vines OS charge additional fees based on the increased use of bandwidth, as long as User’s use of the Services complies with this Agreement, Vines OS reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Users. You understand that Vines OS’s servers are for deployment only, not application development. All application testing must be done on your equipment prior to use on Vines OS’s servers. The Website and Content must be “server-ready.” If your material does not meet this condition, Vines OS has the option at any time to reject this material. Vines OS will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to bring it to the appropriate level. Vines OS will provide hosting services for the Website that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput. If you require additional bandwidth or storage, Vines OS will, in good faith, try to provide it at Vines OS’s current rates unless Vines OS’s server computers cannot accommodate the requested bandwidth or storage. You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. You will be charged additional charges for any excess usage above the agreed upon monthly bandwidth.
Vines OS will take commercially reasonable steps to prevent unauthorized access to the Website, Content, and Confidential Information stored on Vines OS’s server computers.
If requested by you, Vines OS will deliver to you in electronic form the Server Log of Website activity. You will be entitled to one month of log storage free of charge. Vines OS may, at its option, charge a fee for additional space required to store oversized logs.
Vines OS may not have a current backup of your files. Due to power interruptions, “down time” and/or other factors beyond Vines OS’s control or due to any computer or software malfunction, your data may be lost by Vines OS. Therefore, you are responsible for backing up your own files. Vines OS shall not be responsible or liable for lost data.
Billing and Payment
As compensation for Vines OS’ services you agree to pay the amounts as applicable as below.
- To avail Vines OS Services, we charge a one-time club set up fee of 1000 USD and an additional 500 USD for e-commerce or events.
- A monthly license fee will also be charged based on the sales done by you. Below is the chart reflecting the licensee fee based on monthly sales:
||Monthly Sales on Vines OS (in USD)
||Monthly License (in USD)
||Up to $10,000
||$10,001 – $49,999
||$50,000 and above
You are automatically moved into a higher bracket once you hit a higher monthly sales band and will remain there irrespective of future monthly sales falling in lower brackets.
The charges mentioned above are subject to change or revisions anytime at the discretion of Vine OS. Initial online club processing support and training are provided as an estimate during registration. Additional training may be purchased for training new staff or for re-training as needed.
- Price Increases. Vines OS may increase the fees for the Services (i) in the manner permitted in the applicable description of the particular Services published by Vines OS on the Vines OS website or in a promotional offer (the “Service Description”) and (ii) at any time by providing thirty (30) days prior written notice to you. Written notice may be in the form of (i) notices and updates provided through the User billing tool provided as part of the Services, (ii) notices and updates otherwise provided through the Services, or (iii) notifications of pricing for renewal terms. It is your sole responsibility to periodically review billing-related information provided by Vines OS through the User billing tool or other methods of communications and notices sent or posted by Vines OS.
- Taxes. The advertised fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services provided hereunder. All such taxes may be added to Vines OS’ invoices for the fees as separate charges to be paid by you. All fees are non-refundable when paid except as otherwise provided herein.
- Failure to Pay. If you fail to pay the fees due, we may continue to attempt to collect payment from the payment method on file, suspend, and/or terminate your Services and pursue the collection costs incurred by Vines OS, including without limitation, any arbitration and legal fees and Vines OS’ reasonable attorneys’ fees. If any check is returned for insufficient funds, Vines OS may impose a minimum processing charge of $25.00 plus any applicable taxes. Accounts will not be activated or reactivated until all outstanding amounts are paid.
Additional Services Fees
The following are rates for services if requested after launch, with your approval in advance. Time is billed in 15 minute increments and quoted in advance for approval.
Base Service: $150 per hour
Loading content, images, updating copy
Adding member lists
Page layout, styling, design changes
Changes to cascading style sheets
Technical Support: $150 per hour
Technical troubleshooting support where issue is not caused by Vines OS
This Agreement shall be perpetual, effective when you register for the Services. Any notice of termination will be effective following thirty (30) days after receipt. You are liable for the full month’s fee, even if the Service is terminated before the end of the 30 day billing period, for any reason.
Either party may terminate this Agreement at any time and for any reason by providing written notice thirty (30) days prior to the date of termination. There is a $500 early termination fee if cancelling before 12 months.
Use of the Service
You understand that Vines OS may, at its discretion, conduct periodic reviews of your website content. Vines OS may take immediate corrective action if it becomes aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights, or laws, which, in Vines OS’s sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Vines OS to civil or criminal liability or public ridicule. First violations of this Agreement in regard to content will result in your website being taken offline until the content complies fully with the Agreement’s regulations. A second violation of this Agreement will result in your account being terminated and the website being deleted from Vines OS’s servers with no refund due you for any pre-paid service time. All amounts due for the billable contract period will be due upon termination. Vines OS’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services.
To comply with applicable laws and lawful governmental requests, to protect Vines OS’s systems and customers, or to ensure the integrity and operation of Vines OS’s business and systems, Vines OS may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Vines OS’s servers and systems. Vines OS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
Vines OS is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers. In addition, Vines OS is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond Vines OS’s reasonable control.
Vines OS provides no equipment, software, or communication connections to you. Vines OS makes no representations, warranties or assurances that your equipment, software, and communication connections will be compatible with Vines OS’s hardware and service.
Vines OS is a provider of software as a service to the alcoholic beverages industry and does not engage in the buying and selling of any alcoholic beverages, nor is it licensed to do so. All sales of alcoholic beverages on the Vines OS Platform occur under your license and authority as a licensed seller. For sales of alcoholic beverages using the Vines OS software, you acknowledge the following:
(i) all accepted offers to purchase will be sold and shipped under the authority of the your licenses and permits as seller of record;
(ii) your responsibility for regulatory compliance with all applicable laws for those product(s) offered and sold by it using the Vines OS Platform; and,
(iii) you bears all costs solely with respect to your compliance with all alcoholic beverages laws and regulations.
EXCLUSION OF WARRANTIES
Vines OS represents and warrants to you that the Services will be provided in compliance in all material respects with the applicable Services descriptions available on the Vines OS website. Your sole and exclusive remedy, and Vines OS’ sole obligation, for breach of the foregoing warranty shall be for Vines OS, at its option, to re-perform the defective Services at no cost to you, if such breach occurs during the lifetime of the Agreement (“Warranty Period”). The foregoing warranties shall not apply to performance issues or defects in the Services (x) caused by factors outside of Vines OS’ reasonable control; (y) that resulted from any actions or inactions of User or any third parties, whether or not authorized by User; or (z) that resulted from your equipment or any third-party equipment not within the sole control of Vines OS.
THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, VINES OS AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “VINES OS PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. THE VINES OS PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES, MALWARE OR OTHER HARMFUL CODE, OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. THE VINES OS PARTIES ARE NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. NO ADVICE OR INFORMATION GIVEN BY VINES OS OR VINES OS’ REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. VINES OS DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. VINES OS DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR VINES OS IN PARTICULAR. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
Limitation of Liability.
VINES OS SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL THE VINES OS PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY THAT MAY RESULT FROM UNAUTHORIZED ACCESS TO OR MISUSE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, SENSITIVE INFORMATION OR OTHER INFORMATION OR DATA STORED THEREIN, OR INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, INCLUDING FROM INTERRUPTION OF SERVICES,, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, WHETHER OR NOT AUTHORIZED BY YOU, EVEN IF VINES OS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VINES OS’ LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VINES OS FOR THE SERVICES IN THE ONE (1) MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
You acknowledge and agree that Vines OS will not be liable for any temporary delay, outages or interruptions of the Services. Further, Vines OS shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any Act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
You acknowledge and agree that Vines OS reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. Vines OS will use best efforts to notify you of pending maintenance; however, Vines OS is under no obligation to inform you of such maintenance.
Warranties by You
You warrant to Vines OS that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web Websites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, (g) you hold the required license(s) and/or permit(s) necessary to make sell and ship wine to consumers in the states to which it makes such sales and shipment; (h) all sales and shipments made pursuant to this Agreement will be in compliance with federal and state alcoholic beverage and tax laws; and (i) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
You will defend, indemnify and hold Vines OS harmless and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by Vines OS; (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity); or (vi) any compromise of your Website security or encryption.
The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will only be used consistent with the terms of this Agreement. “Confidential Information” means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning vendors of either party; or any data exchange between a party and any vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either party or, but in such case, prior to disclosure, the disclosing party shall give written notice to the other party to permit that party an opportunity to challenge such disclosure. If either party is subpoenaed, such party shall give written notice to the other party to permit that party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing party, each party shall promptly return all Confidential Information of the other party. This provision shall survive the termination of this Agreement for two (2) years.
All notices, reports, requests, or other communications given under this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.
Choice of Law and Forum
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA, AND YOU CONSENT TO THE JURISDICTION OF SUCH COURTS.
This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.
No Fiduciary Relationship
No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.
You may not transfer or assign your rights, duties, or obligations under this Agreement without Vines OS’s prior written consent. Vines OS may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.
Vines OS’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Vines OS’s right to subsequently enforce such provision or any other provisions under this Agreement.
Severability and Survivability
If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. All provisions of this Agreement relating to your warranties, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.
Vines OS shall establish computer security policies and procedures designed to ensure the:
- Security and integrity of your Confidential Information;
- Protection against anticipated threats or hazards to the security or integrity of your Confidential Information; and
- Protection against the unauthorized access or use of your Confidential Information.
This policy (“Policy”) applies to all email and other communications (“Email”) generated or sent through the services provided by Vines OS, whether through the Vines OS platform tools or through any other vendors that Vines OS uses to send email. By generating or sending email through Vines OS’s platform, you agree to comply with this policy. Vines OS may suspend or terminate your access to and use of the platform tools if you do not comply with this policy. Your use of the Vines OS platform must comply with all applicable laws. This includes laws applicable to you and also laws applicable to Vines OS and the recipient of each Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email, privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Vines OS platform and the Emails you generate and send through the Vines OS platform.
This Policy is a part of and incorporated into the terms and conditions applicable to the Vines OS platform. It is your responsibility to read and understand all terms and conditions applicable to your use of the Vines OS platform and the Emails you generate and send through the Vines OS platform. Your use of the Vines OS platform must follow all applicable guidelines established by Vines OS. The guidelines below are examples of practices that may violate this Policy when generating or sending Emails through the Services:
- Using non-permission based Email lists (i.e., lists in which each recipient has not explicitly granted permission to receive Emails from you by affirmatively opting-in to receive those Emails).
- Using purchased or rented Email lists.
- Using third party email addresses, domain names, or mail servers without proper permission.
- Sending Emails to non-specific addresses (e.g., firstname.lastname@example.org or email@example.com).
- Sending Emails that result in an unacceptable number of spam complaints (even if the Emails themselves are not actually spam).
- Failing to include a working “unsubscribe” link in each Email that allows the recipient to remove themselves from your mailing list.
- Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request.
- Disguising the origin or subject matter of any Email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any Email.
- Failing to include in each Email your valid physical mailing address or a link to that information.
- Including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any Email that encourages a recipient to forward the Email to another recipient.
If you know of or suspect any violations of this Policy, please notify Vines OS at firstname.lastname@example.org . Vines OS will determine compliance with this Policy in its sole discretion.
Please contact us with any questions or concerns regarding our terms and conditions:
Vines OS 1900 Camden Ave, San Jose CA 95124 Email: email@example.com