PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS AN END USER (AS DEFINED BELOW) (“END USER” OR “YOU”), WINEACCESS, INC. (“WINEACCESS” OR “WE”), AND KACHINA CELLARS LLC (“SELLER”). THESE TERMS AND CONDITIONS, TOGETHER WITH ALL AMENDMENTS, AND COLLECTIVELY WITH ALL WINEACCESS RULES AND POLICIES, INCLUDING THE WINEACCESS PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND WINEACCESS REGARDING YOUR ACCESS TO AND USE OF THE WINEACCESS WEBSITE (“WEBSITE”), SERVICES PROVIDED BY WINEACCESS (“SERVICES”), AND COMMUNICATIONS BETWEEN YOU AND WINEACCESS (COLLECTIVELY, “PLATFORM”). IF YOU ACCESS OR USE ANY PART OF THE PLATFORM, YOU INDICATE YOUR ACCEPTANCE OF THE AGREEMENT. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE PLATFORM.

1. Scope and Acceptance

   Anyone who accesses or uses any part of the Platform is an “End User.” The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.

   We reserve the right, in our sole discretion, to change this Agreement (including the Privacy Policy) from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Platform is deemed to be your acceptance of the Agreement as it exists at the time of such access.

   If you are accessing or using any part of the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.

2. Privacy Policy

   Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our End Users.

3. Description of the Platform and Accounts

   The WineAccess Platform provides detailed information about thousands of wines. The Platform permits End Users to search for wines by different criteria, e.g., grape type, region, winery, price range, expert score, and reviewers. Entries for wines include descriptions, photos, expert tasting notes, and expert and user ratings. The Platform provides links to purchase wines from WineAccess or third-party merchants.

   To access many of the features of the Platform, you must create a WineAccess account. You may not transfer your account to another person, share it with anyone, or use it to impersonate anyone. By joining, you represent and warrant that you will provide us with accurate account information (such as your real name and a valid e-mail address) and that you will update your account information if it becomes outdated. As a registered End User, you may change your member ID (your e-mail address) or password at any time. We may terminate your account if we are unable to verify or authenticate the information you provide to us. You may administer your account by clicking on Account Settings.

   Seller on the Platform uses its winery permit and direct to consumer shipping permits where applicable for shipments to the following states: AK, AZ, CA, CO, CT, DC, GA, HI, IA, ID, IL, KS, KY, LA, MA, ME, MO, MT, NC, ND, NE, NH, NM, NV, OH, OR, SC, TN, VA, VT, WA, WI, WV, WY.

   • For orders going to states in which Seller is licensed or has a direct to consumer shipping permit, title to and ownership of the product passes from Seller to Buyer in the state to which the product is shipped, and sales and other applicable taxes will be applied based on the requirements of the destination state. By placing an order, Buyer authorizes Seller to act on Buyer’s behalf in arranging for transportation of the product at Buyer’s direction. Alternatively, buyer may pick up the product at the Seller’s location, or make independent shipping arrangements. For any product picked up at the Seller’s location, sales tax will be applied based on that location.
   • Except for orders going to the permit states described in section (A), title to and ownership of alcoholic beverages passes from seller to buyer in the State in which the sale occurs, and buyer takes all responsibility for the product being transported from the state of sale to the buyer’s selected destination. Buyer may pick up the product at seller’s location, or make independent delivery arrangements. Sales tax will be applied based on the seller’s location. Seller makes no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any state. Buyer warrants he or she is solely responsible for the transport of the purchased products and for determining the legality and the tax/duty consequences of bringing the products to the buyer’s chosen destination.
   
   

   Prices of our wines do not include shipping/handling charges. 'Shipping Included' language throughout the website only is valid for ground shipping to addresses located in the continental United States; Alaska and Hawaii are excluded. If you'd like to arrange local pickup please contact help@wineaccess.com.

4. Operation

   The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform, and the right to change terms without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Platform at any time.

   We will make commercially reasonable efforts to prominently display and explain all applicable fees and payments. We may contract with one or more third parties to facilitate the processing of fees and payments. You agree that WineAccess may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.

   WineAccess may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform.

5. Inaccuracies and Narratives

   We disclaim - and you release us from any liability regarding - errors, inaccuracies, and omissions of the Platform, specifically regarding (though not in any way limited to) information provided to us by End Users. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. You acknowledge and agree that the Platform may include narratives or stories regarding wines that incorporate hyperbole or fiction and that such narratives or stories are not intended to mislead or deceive, but rather to entertain and enhance the experience of using the Platform. WineAccess makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.

6. Permitted Use

   Certain WineAccess content provided through the Platform is protected by intellectual property laws, including but not limited to copyright, trademark, and trade dress laws. For example, the content on the Website is protected by copyright as a collective work or compilation (meaning the collection, arrangement and assembly) under U.S. and international copyright and other laws and is the property of WineAccess, its licensors, or the party credited as the provider of the content. All WineAccess graphics, logos and service names are trademarks of WineAccess, and may not be used in connection with any product or service except with the written permission of WineAccess, and may not be used in any manner that is likely to cause confusion among the public, or in any manner that disparages or discredits WineAccess, or its products or services. You acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by a third party is the property of WineAccess and its content providers, and WineAccess and its content providers retain all right, title, and interest in the content.

   Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own use. Except as expressly provided in the Agreement, all rights are reserved.

   In connection with your use of the Platform, you may not:

   • alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Platform and submitting content to the Platform where such content is invited and intended (e.g., submitting user ratings); or
   • sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials; or
   • remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website; or
   • use the Platform for any non-authorized purpose or any illegal purpose; or
   • copy, modify, erase, or damage any information contained on computer servers used or controlled by WineAccess or any third party; or
   • use the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; or
   • access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized by WineAccess; or
   • impersonate or misrepresent your affiliation with any person or entity; or
   • use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission; or
   • >attempt to or actually disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by WineAccess; or
   • attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent; or
   • attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
   • post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local \ law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including WineAccess’s rules and policies.

   WineAccess may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement.

   All requests for republication of Platform content should be directed to help@wineaccess.com.

7. Third Party Properties

   The Platform may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party (including, for example, another End User) (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by WineAccess of any such Third Party Properties. You acknowledge that WineAccess is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that WineAccess is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. WineAccess does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to through the Platform, you do so at your own risk.

8. Availability of the Platform

   It is not possible to operate the Platform with 100% guaranteed uptime. WineAccess will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, WineAccess reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice.

   You agree that WineAccess shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.

9. Disclaimer of Warranties

   YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM ARE AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY WINEACCESS, WINEACCESS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF; AND (C) THE ACTS OR OMISSIONS OF END USERS OF THE PLATFORM, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WINEACCESS MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WINEACCESS ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Release and Limitation of Liability

    IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE END USERS, YOU RELEASE WINEACCESS (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WINEACCESS OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF; OR (C) ANY ACTS OR OMISSIONS OF END USERS OF THE PLATFORM, EVEN IF WINEACCESS OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WINEACCESS AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO WINEACCESS BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF WINEACCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

11. Indemnity

    YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS WINEACCESS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT BY YOU AND ANY ACT OR OMISSION BY YOU RELATING TO YOUR USE OF THE PLATFORM.

12. Termination

    You agree that WineAccess may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform or any part of the Platform at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to WineAccess for which monetary damages would be inadequate. You consent to WineAccess’s obtaining any injunctive or equitable relief that WineAccess deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies WineAccess may have at law or in equity.

13. Intellectual Property Infringement by End Users

    We expect End Users to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Platform without authorization, you may notify our copyright agent, and provide the following information:

    • a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
    • identification of the copyrighted work or works claimed to have been infringed;
    • a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
    • your name, mailing address, telephone number and e-mail address;
    • a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
    • a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

    To notify WineAccess of a claimed copyright infringement, please contact:

    Copyright Representative
    WineAccess, Inc.
    236 8th Street, Suite C
    San Francisco, CA 94103
    e-mail: help@wineaccess.com

14. Use By Minors

    The Platform is intended for use only by adults (age 21 and older) in the states or territories where they reside. By using this Platform, you are representing that you are at least 21 years old, that the recipient of any alcoholic beverage orders placed by you on this Platform will be at least 21 years old, and that any alcohol purchased using the Platform is intended for personal consumption and not for resale. Usage of the Platform by minors (i.e. anyone under age 21) is not intended and a violation of the Agreement. If we believe that you are a minor, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Platform (or any portion, aspect, or feature of them), or (ii) delete any content or information that you have posted through the Platform.

15. General

    1. 15.1Modifications

       At any time and in WineAccess’s sole discretion, we may add, delete, or modify the Agreement. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Platform. All changes to the Agreement shall be effective immediately.

    2. 15.2.Access and Use Where Prohibited

       Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.

    3. 15.3.Operation of the Platform from the United States of America

       By accessing and using the Platform, you acknowledge and agree that WineAccess controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by End Users located in the United States of America. Unless expressly stated to the contrary, WineAccess makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. WineAccess reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.

       If you access the Platform from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

    4. 15.4.Applicable Law and Venue

       Any action related to the Agreement will be governed by the law of the Commonwealth of Pennsylvania, without regard to the choice or conflicts of law provisions of any jurisdiction.

    5. 15.5.Dispute Resolution

       WineAccess intends to resolve any and all disputes that may arise among it and its End Users in a cost-effective and non-disruptive manner.

       You agree to the following dispute resolution procedure for disputes arising between you and WineAccess. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to WineAccess in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. WineAccess shall respond within ten (10) business days with identical information from its perspective. You and a representative of WineAccess shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and WineAccess mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and WineAccess fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that WineAccess will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. You agree that you will not bring or be a party to any class-action lawsuit against WineAccess.

    6. 15.6.End User Submissions and End User’s Grant of Limited Licensed

       By communicating with WineAccess, including submitting or sending content to us (such as review of and comments on products featured on the Platform), you grant WineAccess the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into an WineAccess feature. You also grant WineAccess and its affiliates permission to copy your content, including your reviews and comments, as part of the normal backup process. You also grant WineAccess and its affiliates and sub-licensees the right to use the name that you submit with any content, including any review or comment. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted content or part thereof, or other communication to WineAccess. You also warrant that any “moral rights” in such content are waived.

    7. 15.7.Force Majeure

       In the event WineAccess’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of WineAccess, WineAccess shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.

    8. 15.8.Miscellaneous

       If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

       No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.

       No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

       If WineAccess does take any legal action against you as a result of your violation of the Agreement, WineAccess will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to WineAccess. You agree that WineAccess will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any violation of the Agreement or for any reason at all.

       You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by WineAccess. Any purported assignment lacking such consent will be void at its inception. WineAccess may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.

As a Refer-a-Friend member (a “Referrer”), you are subject to WINEACCESS’s Terms of Use and WINEACCESS’s Privacy Policy (both available on our website), as well as the following additional Terms & Conditions for WINEACCESS’s Refer-a-Friend program:

1. Qualified Referral.

   A Qualified Referral is defined as a purchase made at www.wineaccess.com by a person (a "Referred Customer") who arrives to our website by clicking your Refer-a-Friend program link. You are limited to one Qualified Referral for each Referred Customer; in other words, additional/repeat purchases made by a Referred Customer are not counted as additional Qualified Referrals. A qualified Referral must be a newly registered user. As person who has previously signed-up for an account on wineaccess.com or previously made a purchase does not count as a qualified referral.

2. Referred Customer.

   The Referred Customer must be at least 21 years of age. The Referred Customer and the Referrer cannot be the same person (for example, by using a different email address). Nor can they be from the same household.

3. Referral Rewards.

   For you to earn referral rewards as a Referrer, the Referred Customer must complete an order greater than minimum amount specified for the active referral campaign, in total value, minus all fees including taxes, discounts, shipping, returns, chargebacks, fraudulent payments, and/or other 3rd party fees.

4. Reward Payments.

   As a Referrer, you are responsible for any and all tax liability resulting from Referral Rewards.

5. Eligibility.

   Eligibility is limited to individuals only. WINEACCESS’s Refer-a-Friend Program cannot be used by businesses for affiliate lead generation as determined in WINEACCESS’s sole discretion. (Corporations are not people, my friend!)

6. No Spam.

   You must comply with all up-to-date “SPAM” laws. For example, emails must be created and distributed in a personal manner and bulk email distribution is strongly discouraged. Any distribution of your referral link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your account and exclusion from WINEACCESS’s Refer-a-Friend program.

7. Right to Close Accounts.

   WINEACCESS reserves the right to close the account(s) of any Referrer and/or Referred Customer and to request proper payment if the Referrer and/or Referred Customer attempts to use the WINEACCESS Refer-a-Friend program in a questionable manner or breaches any of these Terms & Conditions or is in violation of any law, statute or governmental regulation.

8. Right to Cancel Program or Change Terms.

   WINEACCESS has final say in all disputes regarding the interpretation of the terms of this program. WINEACCESS reserves the right to cancel the Refer-a-Friend Program or to change these Terms & Conditions at any time in its sole discretion, without notice. Any unclaimed referral rewards will be forfeited at that time.