Your use of Vinely services and website (the “Services”) is subject to the terms of a legal agreement between you and Vinely (“we”, “us”, “our” or “Vinely”), and set forth the legally binding terms and conditions (the “Terms”) for your use of the Services.
For purposes of these Terms, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.
As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms.
You represent and warrant that you are at least 21 years of age. If you are under age 21, you may not, under any circumstances or for any reason, use the Services. The Services are offered only for your personal use only, and not for the use or benefit of any third party. We may, in our sole discretion, refuse to offer the Services to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you.
In order to use certain Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the registration form. By using the Services, you represent that you qualify to use the Services. You represent and warrant that: a) all required registration information you submit is truthful and accurate; and b) you will maintain the accuracy of such information. Please refer to the Privacy page to learn what information we collect, store, and share.
You are prohibited from selling, trading or otherwise transferring an Account to anyone else. You are responsible for maintaining the confidentiality of your Account log in information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Vinely of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Vinely cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
All orders of our products must be for personal use only. By purchasing our products, you hereby agree not to resell or distribute such products for any commercial purposes. If we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to a) satisfy any applicable law, regulation, legal process or governmental request, b) enforce these Terms, including investigation of potential violations hereof, c) detect, prevent, or otherwise address fraud, security or technical issues, d) respond to user support requests, or e) protect the rights, property or safety of us, our users and the public.
Payments and Billing
Certain of our Services, including the purchase of any products offered by us, may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
We use a third-party payment process for payment services (the “Payment Processor”). The processing of payments will be subject to the terms, conditions, privacy policies of the Payment Processor in addition to the Terms. We are not responsible for errors by the Payment Processor. By choosing to use the Services, you agree to pay all applicable charges through the Payment Processor and to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due for your Paid Services upon demand.
Some of the Paid Services, such as the purchase of your monthly membership, may consist of an initial period, for which there is a one-time charge, followed by variable recurring period charges as agreed to by you (a “Subscription”). If you order a Subscription, then you agree to pay the applicable price and any other recurring charges upon each auto-renewal date, until you terminate your Subscription. Please note that if your Subscription includes a discounted price for a promotional period, once the promotional period expires, your Subscription will renew at the full price. As such, if you purchase a Subscription, until such time as you terminate your Subscription, you hereby authorize, agree and assent to Vinely automatically billing your Payment Method submitted as part of the order process for such amounts that are due.
Your non-termination of a Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to sign up for the Subscription.
If the Paid Services are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Vinely for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence of the taxes you have paid. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Vinely is permitted to pass to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Alcoholic beverages included and shipped in your monthly box are sold and sent directly from the wineries and are not owned or sold by Vinely. Vinely is a third party, independent online platform that connects wine lovers with wineries and winemakers. Vinely does not hold ownership of, or possession of the wines at any point of the transaction. By placing an order, buyer authorizes Vinely to act on buyer’s behalf in arranging procurement and for transportation of the wine at the buyer’s direction. Alternatively, buyer may choose to pick up the wine directly at the winery location. Vinely makes no representation as to the legal rights of anyone to ship or import any wines, alcoholic beverages or other goods into any state. The buyer is solely responsible for the shipment of wine and other goods purchased and for determining the legality and the tax/duty consequences of having the wine and other goods shipped to the applicable destination.
The Services may contain Content specifically provided by Us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. Subject to these Terms, we grant each user of the Services a personal, non-exclusive, non-sublicensable and non-transferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
If you are dissatisfied with your Vinely purchase for any reason, please contact us at email@example.com. As a condition of providing you a refund or re-ship, we may require you to return the product to us. Shipping charges will not be refunded. Vinely reserves the right to charge an additional $10.99 fee for all re-shipped orders upon customer’s request for reshipment. Requests for refunds and reships must be submitted within 30 days of your order’s ship date.
We may terminate your access to all or any part of the Services 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 membership. If you wish to terminate your Account, you may do so by following the instructions on My Account or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms, or infringement by you, or any third party using your identity in the Services, of any intellectual property or other right of any person or entity. We reserve 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 us in asserting any available defenses.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
Limitations of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF FEES PAID TO US OF THE PARTICULAR SERVICES DURING THE IMMEDIATE PREVIOUS THREE (3) MONTHS OR $500.00.
Governing Law and Jurisdiction
These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and Federal courts within San Francisco, California.
Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services at any time by posting a notice on the Application or by sending you notice through the Services, via e-mail or by another appropriate means of communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.