Merchants Terms Of Use

 

Thank you for listing on Vinifyed!  The Merchants Terms of Use (the "Terms") govern your access to and use of Vinifyed and Vine Visitor Inc. (together, the “Company”) websites and mobile applications that link to or reference these Terms ("Site") and the services, features, content, applications or widgets offered by the Company (collectively with the site, the "Services"). By accessing or using the Services, you are agreeing to these Terms and concluding a legally binding contract with Vine Visitor Inc., a Delaware corporation headquartered in Los Angeles, California.

 

Do not access or use the Site if you are unwilling or unable to be bound by the Terms.

 

DEFINITIONS

 

Parties

"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We," "us," and "our" refer to the Company.

 

Content

"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site. "The Company Content" means Content that we create and make available in connection with the Site. "Third Party Content" means Content that originates from parties other than the Company or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Company Content.

 

ACCEPTANCE OF TERMS

 

By agreeing to list your business on the Site, you agree to all of the terms and conditions contained herein ("Merchants Terms of Use" and the “Vinifyed Terms of Use”), and all other operating rules, policies and procedures that may be published from time to time on the Site, each of which is incorporated by reference and each of which may be updated from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below. In addition, some services may be subject to additional terms and conditions specified by the Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Site, 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 a page on the Site.

 

MODIFICATIONS OF TERMS

 

The Company reserves the right, at its sole discretion, to modify or replace any of these Merchants Terms of Use, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

 

CONFIDENTIALITY

 

Each party agrees that any information or data: (i) fixed in a tangible medium and furnished by one to the other under this Agreement and marked as the confidential or proprietary information of the disclosing party; or (ii) not marked, but which, a reasonable person would conclude is of a confidential nature given the facts and circumstances of such disclosure, is, in each case, stated to be confidential or proprietary to the other party (“Confidential Information”). Confidential Information shall not include information that demonstrably: (A) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (B) is or becomes a part of the public domain through no wrongful act or omission of the other party or of any non-party who breached a duty of confidentiality by placing the Confidential Information in the public domain; (C) is lawfully disclosed to the other party by a non-party without restriction on disclosure; or (D) is independently developed by the other party without use of or reference to the other party’s Confidential Information. The parties shall not, unless required by law, make each other’s Confidential Information available in any form to any third party (except each party’s respective legal, tax, and accounting advisors) or to use each other’s Confidential Information for any purpose other than in the performance of this

Agreement. Each party acknowledges and agrees that, because of the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to

the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.

 

 

LISTING

 

All product information, prices, or communications made through the Site shall be made in good faith; All information provided to the Company is accurate, complete, and current, including without limitation, your business legal name, address, and other requested contact information, and all product listing data.

The Merchant Sites accessible via the Links do not and will not contain any content that: (i) violates any rights of third parties, including but not limited to copyright, patent, trademark, trade secret, confidentiality or other proprietary rights, (“IP Rights”); (ii) promotes the use of illegal substances, nudity, sex, pornography, expletives or inappropriate language; or (iii) violates any applicable law or the Wine Industry Code of Advertising Standards (the “Code”); and the publication, reproduction, display, modification, distribution or transmission of any of Merchant’s Links does not and will not violate the Code or any applicable law, statute, or any rule of any wireless carrier or of Apple, Inc., or Google, Inc

You must not damage, interfere with or harm the websites, apps and services of the Company, or any network, or system underlying or connected to them, or attempt to do so; You may not use a robot, spider, scraper or other unauthorized automated means to access the platform or information featured on it for any purpose. You agree that the Company shall, at its sole discretion, upload lists from you using a web spider, crawler, data feed, or other data delivery format. You expressly acknowledge and agree that the services provided by the Company extend only to permitting you to publish a link on the Site. You agree that prices specified in your list for each product accurately reflect the prices at which a consumer may purchase the product from you. You agree that you are legally authorized to sell, advertise for sale, and distribute all products identified in the list in the designated territories and have all necessary permits, licenses, and legal authorizations to do so.

 

 

LISTING REMOVAL

 

The Company reserves the right to remove all or a portion of any collected list to ensure that the data is accurate and correct. Nothing contained in this agreement shall be construed as requiring the Company to include all products offered for sale by a merchant.

 

DATA REPORTS

 

You agree to the extent permitted by the Vinifyed’s Privacy Policy and any restrictions imposed by applicable law, the Company reserves the right to track user interactions with the Site (user data) to create aggregated, anonymous reports (abstract data) and share such abstract data with third parties, including Merchants. You agree that all rights, title and interest in the abstract data shall remain the exclusive property of the Company, including all intellectual property rights. All rights not expressly granted by the Company are reserved.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

 

THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE COMPANY MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE COMPANY ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.

 

THE COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, THE COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.

 

THE COMPANY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF THE COMPANY SHALL CREATE A REPRESENTATION OR WARRANTY.

 

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.

 

THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

 

THE COMPANY DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

 

Electronic Communications Privacy Act Notice (18 USC 2701-2711): the Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Service or any website linked to the Service. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

 

 

INDEMNIFICATION

 

Merchant will indemnify, defend, and hold harmless the Company and its directors, officers, and employees from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever (including reasonable attorneys fees) arising out of or relating to Merchant’s actions under this Agreement, including without limitation any breach by Merchant of this Agreement, any and all Merchant Products sold or distributed by Merchant, any fraudulent or illegal conduct by Merchant (including any transaction with underage persons), and/or any dispute whatsoever between Merchant and any customer or User.

 

 

RESOLUTION OF DISPUTE

 

If you purchase from a Merchant listed on the Site, the transaction remains entirely between the Merchant and you, and the Company bears no responsibility for, and in no way participates in, such transaction and is not responsible or liable for any damages that may incur as a result thereof. The Company cannot take responsibility for failed or dissatisfactory transactions.

 

FORCE MAJEURE

 

The Company has no liability for any lack of performance, unavailability or failure of the Site, or for any failure of the Company to comply with these Terms and conditions where the cause is reasonably beyond the control of the Company.

 

THIRD PARTY RIGHTS & ASSIGNEMENT

 

These Terms are not intended to give rights to anyone except you and the Company. The Company may assign the Agreement or any part of it, and delegate any of its obligations under the Agreement. You may not assign the Agreement or any part of it, nor transfer or sub-license your rights under the Agreement, to any third party.

 

INDEMNIFICATION

 

To the fullest extent permitted by applicable law, you agree to indemnify and hold the Company harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: your breach of this Agreement; any activity in which you engage on or through the Site; and your violation of any law or the rights of a third party.

 

INTEGRATION AND SEVERABILITY

 

These Terms of Use are the entire agreement between you and the Company with respect to the Services 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 the Company 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.

 

 

ENTIRE AGREEMENT

 

These Terms together with the Privay Policy constitute the entire Agreement between you and the Company with respect to your use of the Site (other than any use of the Merchant Services which are subject to separate Terms), and supersede any prior Agreement between you and the Company. Any modifications to this Agreement must be made in writing.

 

GOVERNING LAW

 

Vine Visitor Inc. is a Delaware, USA incorporated company and these Terms shall be governed and construed in accordance with the laws of Delaware. The parties irrevocably agree that the courts of Delaware shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of Delaware courts.

All rights reserved Vine Visitor Inc.