Vinous Media, LLC
Terms of Service
Last modified: July 7, 2023
Please read these Terms of Service in conjunction with the Privacy Policy and Cookie Policy.
1. INTRODUCTION
These Terms of Service (this “Agreement”) is entered into between you (the “Subscriber,” “you” or “your”) and Vinous Media LLC (“VM,” “we” or “us”) and applies to your use of our website located at www.vinous.com, our related webpages, URLs and related digital applications (including, but not limited to, phone and tablet applications) (collectively, the “Community”) and governs our relationship with you. By participating in or accessing the Community, you agree to the terms of this Agreement.
You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your participation in the Community and receipt of data available at or through the Community or the possible display of your Content (as such term is defined below).
By accessing or participating in the Community, you represent and warrant that you are of the legal age to purchase and consume alcohol applicable in your country of residence and the country from which you access the Community. If you do not satisfy this requirement, you must not access or use the Community.
NOTICE OF ARBITRATION AND CLASS-ACTION WAIVER: THESE TERMS OF USE REQUIRE YOU TO SUBMIT MOST DISPUTES TO MANDATORY ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE WEBSITE, THESE TERMS OF USE OR OUR PRIVACY POLICIES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT, EXCEPT FOR SMALL CLAIMS COURT OR AS OTHERWISE ALLOWED HEREIN. MORE INFORMATION ABOUT ARBITRATION IS SET FORTH BELOW.
You shall not use the COMMUNITY for any illegal purposes, and you will use it in compliance with all applicable laws, rules, and regulations. You shall not use the COMMUNITY in a way that may cause the COMMUNITY, OR ANY FEATURES OF THE COMMUNITY, to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the COMMUNITY is in any way impaired. You agree not to attempt any unauthorized access to any part or FEATURES of the COMMUNITY.
2. ACCOUNTS
VM requires you to create an account in order to participate in the Community. It is a condition of your participation in or access to the Community that the information you have provided or will provide to VM (the “Registration Data”) is accurate, current and complete.
Furthermore, you agree that you will not: (a) create an account for anyone other than you without our permission, (b) create a new account without our permission if we at any time disable your account, (c) impersonate any third party or misrepresent your identity or affiliation with any third party, including, but not limited to, using another subscriber’s username, password or other account information, (d) except as may be set out in Subsection 4(b)(iv) and Section 5 below, use your profile for commercial purposes or commercial gain, (e) transfer or assign your account to anyone without first getting our written permission or (f) provide your username or password to any third party or allow any third party to access your account. We reserve the right to refuse, remove or change your username as may be appropriate in our sole discretion. Please note that except as set forth in this Agreement, subscriptions are only available for single users.
It is your responsibility to promptly update your Registration Data to maintain its accuracy. You additionally agree to promptly notify us at info@vinous.com of any suspected or actual unauthorized use of your username, password, other account information or any other breach of security that you become aware of involving or relating to the Community.
VM reserves the right to monitor your usage of the Community in order to confirm your compliance with your obligations in this Agreement and protect our rights or comply with our legal obligations. You acknowledge and agree that we may suspend or terminate your account and your ability to access or participate in the Community or any portion thereof for failure to comply with this Agreement (including, but not limited to, the Rules of Conduct as set forth below) or for any other reason whatsoever. You understand that we do not conduct any independent investigation into, or attempt to verify, the Registration Data submitted by you or any subscriber or the accuracy or veracity of any Content Distributed by you or any subscriber. VM will take reasonable precautions to protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
Your subscription is for the term you selected and paid for during the registration process, including any automatic renewal terms (the “Term”) – we will not offer any partial or full reimbursements once a subscription has been processed. You may terminate this Agreement by providing us with 15 days’ prior written notice of your intent to terminate.
3. COMMUNITY CONTENT
Our Community contains or may contain, from time to time, discussion boards and groups, e-mail services, news, and other areas or methods that allow interactivity between subscriber and/or which allow feedback to be provided (together, “Interactive Areas”). “Content” means any content, information and/or materials posted, submitted, uploaded, embedded, displayed, communicated or otherwise distributed (collectively, “Distributed”) on or through the Community to Interactive Areas including, but not limited to, comments and suggestions. In addition:
(a) you grant us a non-exclusive, irrevocable, transferable, perpetual, unlimited, assignable, sub-licensable, fully paid up, royalty-free, worldwide license, to copy, display, modify, perform, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any Content that you Distribute to Interactive Areas or otherwise Distribute to us in connection with the Community, without any further consent, notice and/or compensation to you or to any third parties; and
(b) with respect to Content that you Distribute, you represent and warrant: (1) you own or otherwise have all necessary rights to the Content to grant the above license; (2) the Content is true, accurate, current and complete, and complies with this Agreement; and, (3) the Content will not cause injury to any person or entity.
VM reserves the right, but disclaims any obligation or responsibility, to: (x) refuse to post or communicate or to remove any Content from the Community that violates this Agreement and (y) identify any subscriber to third parties, and/or disclose to third parties any Content or personally identifiable information, when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, but not limited to, compliance with a court order or subpoena, (ii) help to enforce this Agreement and/or (iii) protect the safety or security of any person or property, including the Community. Moreover, we retain all rights to remove any Content at any time for any reason or no reason whatsoever. If we refuse to post or communicate or have to remove any Content created by you, or block you in any capacity from the Community as a result of your actions, you will not be entitled to any refund of any subscription you have purchased.
You agree that any Content you Distribute is not being shared in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and VM in any way, and that you have no expectation of any review, compensation or consideration of any type. For avoidance of doubt, VM does not accept unsolicited materials or ideas for use or publication, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to the Community. Should you send any unsolicited materials or ideas, you are waiving any claim against VM and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.
You are and shall remain solely responsible for any Content you Distribute on or through the Community and for the consequences of submitting and posting same. We have no duty to monitor the Community and do not have control over Content. As a result, we cannot guarantee the veracity or accuracy of Content Distributed by other subscribers. You should be skeptical about information provided by others, and you acknowledge that the use of or reliance on any Content posted in the Community is at your own risk. VM is not responsible for, and does not endorse, the opinions, advice or recommendations made by any subscriber and specifically disclaims any and all liability in connection therewith. VM owes you no obligation, and therefore may refuse to post, deliver, remove, modify or otherwise use or take any action with respect to any Content. WE ARE NOT RESPONSIBLE FOR ANOTHER SUBSCRIBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY COMMUNITY FORUM(S). You agree to comply with any additional rules which may, from time to time, be issued at particular sections of the Interactive Areas or with respect to Content.
4. USE OF COMPANY CONTENT AND THE COMMUNITY
(a) Vinous exercises the following with respect to Company Content (defined below) and the Community:
(i) Retention of Rights
All rights, information, materials, functions, services, software and other content contained in the Community excluding user Content, including, but not limited to, articles, reviews, photographs, videos, logos, guides, audio clips, directories and source code (as well as their selection and arrangement) (collectively, “Company Content”) are our copyrighted property or the copyrighted property of our licensors. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. We may delete Company Content or features at any time, in any way, in our sole discretion, and even if our doing so affects the Distribution of your Content.
You may access the Community as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Community, partially or entirely, or change and modify prices for all or part of the services provided for you or for all our users in our sole discretion, with or without prior notice to you. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any Content that you or other users provide when participating in the Community.
The choice of the Company Content made available on the Community at any given time is at the sole discretion of Vinous, and may change from time to time without notice.
(ii) Limitations on Subscriber Usage
Except as set forth in our Vinous Pro subscription and Vinous Enterprise License terms, detailed in Subsections 4(b)(iii-vi) and Section 5, you may not copy, display, modify, perform, prepare derivative works of, distribute, publish or commercialize any Company Content from the Community in any way (including, but not limited to, scores alone). Notwithstanding the foregoing, where the Community is configured to enable the download of particular Company Content, you may download one (1) copy of such Company Content to a single computer for your strictly personal, non-commercial use; provided, however that you shall: (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the Company Content, and (c) not use the Company Content in a manner that suggests an association with us in any capacity. All rights not expressly granted are expressly reserved, and no other use is permitted without the prior written permission of VM. The permitted use of Company Content described in this Agreement is contingent on your complete compliance with this Agreement.
You may not sublicense your rights to Company Content under this Agreement or your subscription to any third party including, but not limited to, digital or mobile application creators, data aggregator sites and other similar sites.
You must have a Vinous Pro/Enterprise/+/Max Subscription to use any Company Content in any commercial manner, including, but not limited to, publishing scores alone, subject to the terms detailed in Subsections 4(b) (iii-vi) and Section 5. Furthermore, you may not copy, display, modify, perform, prepare derivative works of, distribute, publish or commercialize, digitally or in print, any portion of Company Content, including scores alone, on behalf of any digital applications, data aggregators or media sites, or use any portion of Company Content within any algorithmic ratings system, without prior written permission from Vinous.
In connection with his, her or its participation in the Community, you agree to abide by the Rules of Conduct set forth in Section 7 below. Additionally, you agree not to: (a) restrict or inhibit any other user from participating in the Community, including, without limitation, by means of “hacking” or defacing any portion of the Community, (b) use the Community (or any portion thereof) for any unlawful purpose, (c) express or imply that any statements it makes are endorsed by us, (d) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Community, (e) “frame” or “mirror” any part of the Community without our prior written authorization, (f) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Community or to collect or copy Company Content or (g) harvest or collect information about the Community’s users without our express written consent.
Unless otherwise detailed, subscriptions are subject to a Single User License wherein sharing access to your account with others is a violation of this Agreement and is grounds for immediate termination of your subscription, without a full or partial refund of your subscription fee. Each subscription you obtain provides access to the Community through a single account on any one personal computer or a mobile electronic device that provides access to the Internet (“Device”). You may not make concurrent or simultaneous use of an account on more than one Device at any one time. If you want to access the Community on more than one Device at the same time, you will need to obtain an additional subscription for each concurrent usage.
Any violation of this Agreement or use of the Company Content beyond what is specifically permitted in this Agreement is grounds for immediate termination of your subscription without notice and without a right of refund of your subscription fee, and may constitute an infringement of our intellectual property rights.
(b) Subscription options are as follows:
(i) Vinous Classic: Full access to vinous.com and our iOS/Android Apps, integration with CellarTracker and Delectable to see Vinous content on those services. The Vinous Classic subscription is only available for consumers. Members of the wine industry must have a Pro or Enterprise subscription.
-$140 for 1 year term; renewed automatically
-Single user license
-May be purchased as a gift
(ii) Vinous Premium: Full access to vinous.com, our iOS/Android Apps, and priority access to Vinous events, integration with CellarTracker and Delectable to see Vinous content on those services. The Vinous Premium subscription is only available for consumers. Members of the wine industry must have a Pro or Enterprise subscription.
-$210 for a 1 year term; renewed automatically; subject to limitations as detailed below
-Single user license
-May be purchased as a gift
(iii) Vinous Pro: Full access to Vinous content via vinous.com, iOS/Android Apps, CellarTracker, and Delectable.
- Minimum subscription option required for users who wish to use Vinous reviews and ratings for commercial purposes.
- $500 for a 1 year term; renewed automatically
- Single user license; companies with multiple users must have separate Pro subscriptions or an Enterprise subscription
- Subscription may only be used in one country, or if within the United States, within one state. Companies with operations in multiple countries or, if within the United States, multiple states, must purchase a Pro subscription for each country or, if within the United States, for each state. For example, each distributor or entity with a different license number within the same family group in the same country or same U.S. state must have a separate subscription.
- Subscriber agrees to the terms specific to Vinous Pro Subscribers, as outlined in section 5 of this document, including limiting the use of Company Content to five hundred (500) individual tasting notes and scores at any given time (but no more than 50 reviews from any single article). Reviews quoted must be for wines that are physically in-stock and available for sale (wineries are exempt from this restriction), i.e. the license does not include “out of stock” items, futures etc. No permission is granted to companies providing reviews for reuse by third-party commercial enterprises. Usage must be in accordance with other terms of this Agreement.
- Wineries with a Pro subscription may (i) submit a request for Vinous critics to taste wines that they produce for the purpose of obtaining a review for commercial purposes. Tasting requests submitted by third parties with a Vinous Pro subscription on behalf of winery clients may be disregarded. (ii) Access Vinous points medals artwork that may be used on stickers and other sales materials. (iii) Provide winery details that may be associated with reviews from that producer, including contact information.
Please note that Vinous is committed to supporting access for low-production artisan producers through special pricing options. More information is available by contacting Vinous at info@vinous.com.
(iv) Vinous Enterprise: Full access to Vinous content via vinous.com, iOS/Android Apps, CellarTracker, and Delectable. Reviews available via the Vinous/Liv-ex API or via the Wine Hub platform, or other similar business services with which Vinous may collaborate in the future.
- $2000 for a 1 year term; renewed automatically; subject to limitations as detailed below.
- Designated email address(es) may be used by unlimited users across the company, within the same country or, if within the United States, within one state.
- Subscription may only be used in one country, or if within the United States, within one state. Organizations with operations in multiple countries or, if within the United States, multiple states, are obliged to purchase an Enterprise subscription for each country or, if within the United States, for each state. For example, each distributor or entity with a different license number within the same family group in the same country or U.S. state must have a separate subscription. Alternatively, companies may purchase an Enterprise+ subscription, which permits usage in multiple jurisdictions, as detailed below.
- Subscriber agrees to relevant terms specific to Vinous Pro/Enterprise Subscribers, as outlined in section 5 of this document. The use of Company Content is limited to one thousand, five hundred (1,500) individual tasting notes and scores at any given time, without restrictions. Enterprise is the minimum level of subscription required for companies providing reviews for reuse by third-party commercial enterprises; each third-party end-user is required to have a Vinous Pro subscription to use Content.
- Importers and third-parties may (i) submit requests to taste on behalf of their clients. Wineries whose wines are being submitted by importers must have a Pro subscription to be considered for a tasting. (ii) Importer/third-party details listed for each producer. Includes contact information, geographical considerations. (iii) Importer/third-party subscribers: Access to Vinous points medals artwork that may be used on stickers and other sales materials for wines represented.
Vinous Pro users may be upgraded to a Vinous Enterprise subscription by contacting Vinous on info@vinous.com.
(v) Vinous Enterprise+: Full access to Vinous content via vinous.com, iOS/Android Apps, CellarTracker, and Delectable, as well as reviews available via the Vinous/Liv-ex API or via the Wine Hub platform, or other similar business services with which Vinous may collaborate in the future. Reviews sent as a spreadsheet each month, matched to Liv-ex LWIN codes. Exclusive Vintage Reports for key regions, provided as a PDF, which may be re-distributed to end consumers.
- Initiated with a fully executed rider contract.
- Designated email address(es) may be used by unlimited users across the company, across multiple countries or, if within the United States, across multiple states, as applicable.
-Subscriber agrees to relevant terms specific to Vinous Pro/Enterprise Subscribers, as outlined in section 5 of this document. The use of Company Content is limited to three thousand (3,000) individual tasting notes and scores at any given time, without restrictions. Enterprise+ subscribers may provide reviews for reuse by third-party commercial enterprises; each third-party end-user is required to have a Vinous Pro subscription to use Content.
- Importers/third parties may (i) submit requests to taste on behalf of their clients. Wineries whose wines are being submitted by importers must have a Pro subscription to be considered for a tasting. (ii) Importer/third party details listed for each producer they represent. Includes contact information, geographical considerations. (iii) Importer/third party subscribers: Access to Vinous points medals artwork that may be used on stickers and other sales materials for wines represented.
Vinous Pro or Vinous Enterprise users may be upgraded to Vinous Enterprise+ by contacting Vinous on info@vinous.com.
(vi) Vinous Enterprise Max:
Full access to Vinous content via vinous.com, iOS/Android Apps, CellarTracker, and Delectable , as well as reviews available via the Vinous/Liv-ex API or via the Wine Hub platform, or other similar business services with which Vinous may collaborate in the future. Reviews sent as a spreadsheet each month, matched to Liv-ex LWIN codes. Exclusive Vintage Reports for key regions, provided as a PDF, which may be re-distributed.
- Initiated with a fully executed rider contract.
- Reviews for major regional reports sent in Excel, shortly after article has been published on Vinous. 48-hr Preview for all Reviews and Scores, strictly under embargo until the reviews have been published on vinous.com; Access to Vinous Editorial Calendar detailing future publication dates and samples submission windows. Assigned account manager.
- Designated email address(es) may be used by unlimited users across the company, across multiple countries or, if within the United States, multiple states, as applicable.
- Subscriber agrees to relevant terms specific to Vinous Pro/Enterprise Subscribers, as outlined in section 5 of this document. The use of Company Content is limited to four thousand (4,000) individual tasting notes and scores at any given time, without restrictions. Enterprise Max subscribers may provide reviews for reuse by third-party commercial enterprises; each third-party end-user is required to have a Vinous Pro subscription to use Content.
- Importers/third parties may (i) submit requests to taste on behalf of their clients. Wineries whose wines are being submitted by importers do not require a Pro subscription to be considered for a tasting. (ii) Importer/third party details listed for each producer they represent. Includes contact information, geographical considerations. (iii) Importer/third party subscribers: Access to Vinous points medals artwork that may be used on stickers and other sales materials for wines represented.
Vinous Pro, Vinous Enterprise, or Vinous Enterprise+ users may be upgraded to Vinous Enterprise Max by contacting Vinous on info@vinous.com.
5. VINOUS PRO/ENTERPRISE SUBSCRIBER TERMS
The following terms in this Section 5 apply only to Vinous Pro Subscribers.
(a) Permitted Use of Company Content
Vinous Pro & Enterprise/+/Max Subscribers:
(i) are permitted limited use the Company Content on their website, in blogs and on flyers and promotional materials, solely in connection with the sale or distribution of wine, and solely as permitted by this Agreement.
(ii) are limited in their use of Company Content to the limits as detailed in Section 4 (b). Any retention of a review or score, whether through a public facing website or paywalled database, is considered a use of that review or score.
(iii) Pro Users may only download and use Company Content in direct connection with those wines you currently have “For Sale,” which is defined as a wine that is in stock, on order, or where there is direct means to obtain but only in connection with a legitimate offer, to sell the wine associated with the Company Content. For example, a review for a wine that was previously, but no longer, available to sell on the Vinous Pro User’s website, even if such review is for a different vintage of a wine that is available For Sale may not be used (i.e. published via a website or stored in an internal database).
(iv) may use the Company Content, including scores and tasting notes, on a single website that is directly controlled and owned by the Vinous Pro/Enterprise/+/Max subscriber. For example, hypothetical Enterprise subscriber WineSellerCo may use Company Content on WineSellerCo.com but may not use Company Content on another hypothetical website they control, FineWinesSeller.com. A separate subscription would be required for such an instance.
(v) may not use the Company Content in blogs, websites or other information related publications or formats that provide others with general information about wines, or a particular wine, and that is unrelated to a Vinous Pro/+/Max Subscriber’s actual sale or distribution of a particular wine. Furthermore, digital applications, data aggregator sites or media sites may not copy, display, modify, perform, prepare derivative works of, distribute, publish or commercialize, digitally or in print, any portion of Company Content, including scores alone, without prior written permission from Vinous.
(vi) may not share Company Content with any third party including, but not limited to, digital or mobile application creators, data aggregator sites and other similar sites, whether through APIs or other digital form, or in printed form.
(vii) may obtain rights from us to use Company Content beyond these limitations by obtaining our prior written consent.
(b) Attribution of Company Content
Your citation of the Company Content must include: (i) the name of the author of the Company Content (for example, Antonio Galloni, Galloni, A. Galloni) and the correct wine and vintage, (ii) a citation to Company (acceptable citations are Vinous, Vinous Media, Vinous.com, V) and (iii) if feasible and published in electronic format, a hyperlink to the cited material. For example, a proper citation would be: Antonio Galloni, Vinous. Standalone scores without the tasting note should be preceded or succeeded with “V”, for example V 94 or 94 V. You agree to remove or revise any such citation upon our request. You may not, at any time, distort the Company Content in any manner.
(c) Subscription Usage
Vinous Pro Subscriptions comprise Single User Licenses that must not be shared, as per sub-clause 4(a). Vinous Pro Subscribers’ use of the Community, the Company Content and this subscription is limited solely to (i) use by the Subscriber accessing the Community via a Device and (ii) use in connection with your business.
You may not use the Community except as specifically provided herein. Your subscription is specific to you, or, for Vinous Enterprise/+/Max users, your company, and not transferable or sub-licensable to, or usable by, any other third party including, but not limited to, app developers. In particular, this Agreement does not authorize you to allow third party application developers to link to or embed Company Content that is available through your website or internal database(s) within such third party applications via APIs or any other means. In addition, access to the Community using computer programs, software or routines, or by another means, including but not limited to, Web robots, Web wanderers, crawlers or spiders, that are designed to systematically download the Content in any manner, is specifically and strictly prohibited.
6. REPRESENTATIONS
By Distributing Content, you represent and warrant that the Content and your Distribution thereof conform to the Rules of Conduct (as such rules are set forth below) and other requirements of this Agreement and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such Content in all manners contemplated by this Agreement.
To the extent any “moral rights,” “ancillary rights,” or similar rights in or to the Content exist, you agree not to enforce any such rights as to us or our licensees, agents, representatives and other authorized users (including other subscribers). If you are in violation of any portion of this Section 6, VM may immediately (a) suspend or terminate your account and your ability to access or participate in the Community or any portion thereof and (b) remove any Content Distributed by you.
7. RULES OF CONDUCT
By participating in the Community, you agrees that you will not Distribute any Content that:
I. infringes or violates any right of a third party including, but not limited to: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights, (b) right of privacy or (c) any confidentiality obligation;
II. violates any law or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including, but not limited to, Content that is or represents an attempt to engage in any criminal activity;
III. (a) is defamatory, false, abusive, harassing, threatening, or an invasion of a right of privacy of another person, (b) is bigoted, hateful, or racially or otherwise offensive, (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit or (d) otherwise harms or can reasonably be expected to harm or offend any person or entity;
IV. contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Community or any connected network, or otherwise interferes with any user’s use or enjoyment of the Community; or
V. (a) does not generally pertain to the designated topic or theme of the relevant Interactive Area(s), (b) violates any specific restrictions applicable to an Interactive Area or (c) is antisocial, disruptive, or destructive, including, but not limited to, “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
Furthermore, you agrees that you not:
A. misrepresent yourself in any way to other users;
B. collect users’ content or information, or otherwise access the Community, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior written consent;
C. unfairly interfere with any third party’s use of or access to the Community;
D. solicit login information or attempt to access an account belonging to other users;
E. use any of our copyrighted works or trademarks or any confusingly similar marks without our prior written permission;
F. advertise, promote or offer to trade any goods or services within the Community;
G. send repeated messages related to another use or make derogatory or offensive comments about any individual or entity using the Community or repeat prior postings of the same message under multiple threads or subjects; or
H. facilitate or encourage any violations of this Section 7.
We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of this Agreement, and, as between the parties hereto, you hereby assume all risk of harm or injury resulting from any such lack of compliance. We may (a) suspend or terminate your account and your ability to access or participate in the Community or any portion thereof and/or (b) remove any Content submitted by you for failure to comply with the Rules of Conduct or for any other reason whatsoever.
8. DISCLAIMERS
COMPANY CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT OR COMPANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE COMMUNITY OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT OR COMPANY CONTENT. SUBSCRIBER HEREBY IRREVOCABLY WAIVES ANY CLAIM AGAINST US WITH RESPECT TO CONTENT OR COMPANY CONTENT. ANY USE OF THE COMMUNITY AND COMPANY CONTENT IS AT YOUR OWN RISK.
WE NEITHER WARRANT NOR REPRESENT THAT YOUR PARTICIPATION IN THE COMMUNITY WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED IN THE COMMUNITY MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO OUR SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
WE DO NOT GUARANTEE THAT THE SERVICES WE PROVIDE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE COMMUNITY DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
THE COMMUNITY CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. VM DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE COMMUNITY. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION—INCLUDING SPECIFICALLY FOR PURCHASING DECISIONS AND/OR CELLARING ANY PARTICULAR WINE—IS AT YOUR SOLE RISK.
9. INDEMNIFICATION
You are responsible for maintaining the confidentiality of your username, password and your account, as well as all activities by anyone using your account. You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including, but not limited to, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim (including any third party claim): (i) arising out of your breach of this Agreement, (ii) claims arising from your access to or participation in the Community, (iii) claims arising out of your Distribution of Content; and (iv) claims arising from your account; including, but not limited to, claims for defamation, trade disparagement and intellectual property infringement and related damages.
10. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE BE LIABLE TO YOU FOR (a) any direct, indirect, incidental, EXEMPLARY, punitive, special or consequential damage, loss or expenses SUFFERED BY YOU ARISING FROM OR RELATED TO YOUR ACCESS TO OR PARTICIPATION IN THE COMMUNITY; (b) any damage, loss or expenses suffered by YOU as a result of any viruses, worms, “Trojan horses” or similar programs, denial or service attack, spamming or hacking or consequential damages; (c) any fault, inaccuracy, omission, delay or any other failure with the COMMUNITY caused by YOUR computer equipment; (d) any inaccuracies or errors in or omissions from the COMMUNITY; (e) any delays, errors or interruptions in the transmission or delivery of the COMMUNITY; (f) any inability to PARTICIPATE IN the COMMUNITY; (g) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE COMMUNITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES or (h) any loss or damage arising by any reason of non-performance.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO SUBSCRIBER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING THE COMMUNITY. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
WE MAY TERMINATE YOUR FURTHER ACCESS TO THE COMMUNITY OR CHANGE THE COMMUNITY OR DELETE CONTENT, COMPANY CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. COPYRIGHT COMPLAINTS
We has adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole and absolute discretion, of the registration of users who have violated this Agreement, including, but not limited to, by violating the Rules of Conduct set forth herein or who infringe a third party’s copyright. If you believe that another user has violated these Terms or any of your rights, you may send a notice to us at info@vinous.com.
To be effective, the notification must include the following:
I. A physical or electronic signature of the notifying user and contact information of the notifying user;
II. Identification of the violating party;
III. Reasonable details describing the alleged violation (for example, with respect to an allegation of copyright infringement, the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works as well as identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material); and
IV. A statement that the information in the notification is accurate under penalty of perjury.
We will give the violating party notice that we have temporarily disabled that party’s access to the Community by either electronic mail to said party’s e-mail address in our records or by written communication sent by first-class mail to that party’s physical address in our records. If you receive such a notice, you may provide counter-notification to us in a writing to info@vinous.com. To be effective, the counter-notification must be a written communication that includes the following:
A. Your physical or electronic signature;
B. A statement from you under the penalty of perjury responding to the alleged violation; and
C. Your name, physical address and telephone number.
We will examine the notification and the counter-notification, if any, and decide in our sole and absolute discretion whether or not a violation of the Agreement has occurred. If a violation has occurred, we may suspend or terminate the user’s access to the Community or any portion thereof and/or remove any Content submitted by the user.
12. PRIVACY
Your information and data are subject to our Privacy Policy in which we collect some personal information at registration (“Registration Data”), in addition to information as you access the Community.
13. BINDING ARBITRATION AND CLASS-ACTION WAIVER
Arbitration Agreement. Except as otherwise stated below, any claim or dispute between you and us (or any of our subsidiaries or affiliates) arising out of relating in any way to the Community shall be resolved through final, binding arbitration. This arbitration obligation applies regardless of whether the claim or dispute involves a breach of contract, tort, fraud, misrepresentation, product liability, negligence, violation of a statute, or any other legal theory. Both you and we specifically acknowledge and agree to waive your right to bring a lawsuit based on such claim(s) or dispute(s) and your right to have such lawsuit resolved by a judge or a jury.
This Arbitration Agreement shall be governed by the Federal Arbitration Act, (9 U.S.C. § 1 et seq.). Any arbitration will be commenced and administered by JAMS under the rules of JAMS, including JAMS Consumer Arbitration Minimum Standards. Provided JAMS’ criteria are met by the nature of the dispute, the arbitration shall be conducted under JAMS Streamlined Arbitration Rules & Procedures. Each party will pay the fees for his/her/their or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, if you are unable to pay JAMS’s costs, we will pay all arbitration fees and expenses. If JAMS is unavailable, unwilling, or otherwise unable to administer an arbitration in accordance with these rules, then another administrator that will do so will be selected by agreement of the parties.
The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon both you and us. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, except that this sentence shall not apply to the Class Action Waiver provisions described below. The arbitrator will render a decision in writing. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
This Arbitration Agreement will survive the termination of your relationship with us.
Excluded Disputes. You and we agree that the following Disputes are excluded from this Arbitration Agreement: (1) any dispute, claim, or controversy arising out of or relating to an alleged violation of a party's intellectual property rights, including but not limited to claims of patent, copyright, trademark, or trade secret infringement. This category of claims and disputes shall be resolved through litigation in a court of competent jurisdiction, rather than through arbitration; (2) individual claims brought in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.
Class Action Waiver. To fullest extent permitted by applicable law, you and we agree to bring any claim or dispute, whether in arbitration, or court as permitted by these terms, ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION OR COLLECTIVE ACTION. There shall be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity. Regardless of anything else in this Arbitration Agreement and/or the applicable JAMS rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator. This Class-Action Waiver will survive the termination of your relationship with us.
One-Year Time Limit to Raise Disputes or Claims. You agree that any dispute, claim or lawsuit, regardless of form, that may arise out of or related to these Terms or your use of the Community, must be filed within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the dispute, claim(s) or lawsuit. After the expiration of the one-year period, such dispute, claim(s) or lawsuit will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or pursuant to law or statute.
Thirty-Day Right to Opt Out. You have the right to opt out of this arbitration requirement by sending written notice of your decision to opt out to the following e-mail address: info@vinous.com within thirty days after first becoming subject to these Terms. Your notice must include your name and address, the e-mail address you used to set up your online account (if you have one), and an unequivocal statement that you want to opt out of the arbitration requirement. In the event you opt out, all other parts of this Agreement will continue to apply. Opting out of this arbitration agreement has no effect on any other obligations to arbitrate that you may currently have, or may enter in the future, with us.
Waiver of Jury Trial. BOTH YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, except as provided herein. We are instead mutually electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Location. You may choose to have the arbitration conducted by video conference technology such as Zoom, or based on written submissions. Otherwise, the location of the arbitration proceeding shall take place in the city or state where you reside, unless each party agrees otherwise, or at another mutually agreed upon location.
Severability. If for any reason, any portion of these Terms, including this arbitration section, is found to be illegal, void or unenforceable, that portion will be severed, and it shall not affect the validity and enforceability of the remainder of these Terms which shall continue in full force and effect.
GOVERNING LAW
These Terms of Use and any disputes between us shall be governed by the laws of the State of New York.
14. EQUITABLE RELIEF
Your breach of this Agreement may cause irreparable damage that cannot be readily remedied by monetary damages in an action at law and may also constitute an infringement of trademark rights and/or copyright rights. As such, you agree to the entry of an immediate injunction, in addition to any other remedies available at law or in equity, to stop or prevent any irreparable harm, loss or dilution as result of a breach of this Agreement.
15. CHANGES TO THIS AGREEMENT
These Terms, our Privacy Policy, and other terms or policies posted through our Community constitute the complete Agreement between you and us with respect to your use of the Community. However, we may occasionally update this Agreement. When we do, we will also revise the “last updated” date at the top of the copy of the Terms posted on the Community. For changes to these Terms we consider material, we will notify you by placing a prominent notice on the Community or sending you an email. Such changes will be effective when posted by us. Your continued use of the Community after the date upon which these Terms are changed, and the changes are posted, will constitute your continued acceptance of these Terms and any changes thereto. Your only alternative, should you no longer wish to be bound by these Terms, is termination of your use of the Community. No full or partial refunds will be offered in such an event.
16. SEVERABILITY
In case any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms, and these Terms shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in these Terms shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
17. ATTORNEYS FEES
If any action at law or in equity is necessary to enforce or interpret the terms of these Terms, we shall be entitled our reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which we may be entitled.
18. HEADINGS
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
19. NOTICE TO CALIFORNIA USERS
If the Community is deemed an “electronic commercial service” under California Civil Code Section 1789.3, residents of California who use the Community are entitled to know that they may file grievances and complaints with the California Department of Consumer Affairs. Information on how to file a complaint can be found here – https://www.dca.ca.gov/consumers/complaints.
Vinous is located at 140 West 36th Street, New York, NY, 10018, and may be reached by email at info@vinous.com or telephone at +1 917 275 5184. Please contact us to resolve any issues with our Community that you may have.