PRESENTED BY: Kristine Belceto

Terms of Use

USTerms of Use

INTRODUCTION

These general terms and conditions of use ("Terms of Use") govern your use of this website (www.DirectCellars.com) (the "Site"). Your use and ability to register for use of this website and Content (defined below) constitutes your acceptance of these Terms of Use and the Privacy Policy. If you do not agree with these Terms of Use and the Privacy Policy, you should immediately cease use of this website and Content. Each time you use the Site, you reaffirm your acceptance of the then-current Terms of Use and any applicable additional terms. If you do not wish to be bound by these Terms of Use, you may discontinue using the Site, otherwise your continued use constitutes acceptance of the Terms of Use, as modified from time to time.

This website is owned and operated by Direct Cellars and its subsidiaries and affiliates (collectively "Direct Cellars"). Direct Cellars may change these Terms of Use at any time and in its sole discretion. The modified Terms of Use will be effective immediately upon posting and you agree to the new posted Terms of Use by continuing your use of the Site. You are responsible for staying informed of any changes. If you do not agree with the modified Terms of Use, your only remedy is to discontinue using the Site.

This Site presents information, content, products and services (collectively, "Content") that is owned exclusively or licensed by Direct Cellars. When used in these Terms of Use, "we" and "our" mean Direct Cellars and "you" and "your" refers to any individual, company, or legal entity that accesses or otherwise uses this website.

ADDITIONAL TERMS

Direct Cellars offers the ability to access and use certain Content, for purchase, licensing, subscription or other payment-based arrangement through portions of this Site and other Direct Cellars websites.we may have established or will establish additional or different terms and conditions for such other Content, products and services. You agree to review all applicable additional or different terms and conditions relating to Direct Cellars products and services. In the event of any conflict between these Terms of Use and such additional terms and conditions, the additional terms and conditions shall govern and control. Further, if you have an account with Direct Cellars, your customer relationship is also governed by other agreements, such as your account agreement, as applicable. In the event of any conflict between these Terms of Use and such account agreements, your account agreements shall govern and control.

MEMBERSHIPS

By purchasing a membership on www.DirectCellars.com you understand that you are joining one of the “Monthly Wine Clubs” and that you will be billed between $69 and $499 immediately for the first month and between $49 and $100 each subsequent month until you cancel your membership. The exact amount of the charges will depend upon the specific club you selected. You will be billed on or around the same day each month. You can cancel your membership at any time by calling member services at 239-4DC-WINE (239-432-9463) or by sending an email to members@directcellars.com. Your membership will begin immediately. All charges will be identified as Direct Cellars on your credit card statement.

SHIPPING

All Shipments are delivered by courier. An Adult Signature (21 or older) is always required for delivery. Age verification will need to be provided at the time of the delivery. Providing a business address for deliveries will often work best. If shipping to a residence, courier will make 3 attempts on consecutive business days. If no one is available, courier will hold the box for pick-up at the local courier center for 5 more business days. After that the shipment will be returned to the fulfillment facility. There is a $15 charge for re-shipments. While often sooner, monthly wine selections are shipped no less than twice monthly and in all events should be made within 14 days of your payment. Shipments are made from the state of Washington and delivery times will vary from 1-5 days based upon your distance from Washington. Wine is a perishable product, accordingly occasional additional delays may be encountered to ensure the wine shipments avoid severe temperatures during delivery.

MINORS (UNDER AGE 21)

This Site does not intend to market any Direct Cellars products or services to minors under twenty one (21) years of age. Direct Cellars does not knowingly gather or solicit data from minors under twenty one (21) years of age through this Site for marketing purposes. By using this Site you represent that you are not under twenty one (21) years of age. Adult signature will be required for delivery and proof of age will need to be presented at that time.

REFUNDS - REPLACEMENTS

You may request a refund for any wine that was ordered but not yet shipped. Requests for replacement of broken or damaged wine shipments that accompany your membership must be made within 60 days from the date of delivery. Request a refund or replacement by calling customer support at 239-4DC-WINE (239-432-9463) or by sending an email to members@directcellars.com.

YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT

When you sign up to use the Site and create an account, you will be asked to create a password. You are entirely responsible for maintaining the confidentiality of your password and for all activity made by you or anyone whom you allow to use your account. You agree to safeguard your password from access by others. You agree to defend, indemnify and hold harmless Direct Cellars for losses incurred by Direct Cellars or another party due to someone else using your account as a result of your failure to use reasonable care to safeguard your password.

YOUR RESPONSIBILITY FOR SECURITY

Direct Cellars assumes no liability or responsibility for any damages to you, your computer, or other property due to your access to, use of, or downloading of Content. If you download or copy Content from this website, you are responsible for taking all reasonable precautions necessary to ensure the security and integrity of your computer and systems, including employing virus protection software.

DO NOT RELY ON THIS SITE FOR YOUR FINANCIAL DECISIONS

The Content on this Site is for convenience and information purposes only. You should verify all Content provided through this Site before you make decisions. Unless otherwise specified, nothing on this Site constitutes an offer to sell or buy any product. Account information available on this Site is not the official record of your account. Nothing on this Site should be construed as rendering any advice including tax, legal, investment, or accounting advice. The posting of any information on this Site is not a recommendation or opinion for you to buy or sell any product or participate in any transaction.

OWNERSHIP AND USE OF CONTENT

All of the information and Content on this Site, and any enhancements, derivative works or improvements thereto, including, but not limited to, all text, databases (in any formats), analyses, inventions, processes, reports, articles, graphics, user interfaces, software applications, video and audio files and photos, and any and all worldwide intellectual property rights embodied by, arising from or related thereto, including any and all patent rights, (including any applications, continuations, divisions, renewals, substitutes or reissue thereof), copyrights, , rights of publicity, trademarks, service marks, logos, slogans and trade dress, whether registered and unregistered ("Intellectual Property Rights"), are owned exclusively or licensed by Direct Cellars. The Content is protected worldwide by applicable intellectual property laws. You may make and use printouts of the Content for your personal, non-commercial use only, provided that the printouts retain without any alteration all copyright, trademark, and other proprietary notices, legends or markings. Direct Cellars reserves the right to terminate at any time your right to make personal copies of Content. Except as expressly stated in these Terms of Use, you may not otherwise duplicate, copy, modify, create derivative works thereof, reverse compile, disassemble or reverse engineer the Content, or display, redistribute, retransmit, republish, sell, license, lease, sublicense, assign or otherwise transfer any of the Content. You may not frame the Content within another website. Except for the limited use rights expressly provided in this paragraph, or in any additional terms and conditions, all rights in Content are reserved.

OWNERSHIP AND USE OF TRADEMARKS

The trademarks and service marks "Direct Cellars", "Get In Get Wine Get Social" and any logos, designs, slogans or other source-identifying devices, including combinations thereof (excluding any third party owned trademarks or service marks) ("DC Trademarks") displayed on the Site are owned by Direct Cellars. Other proprietary Direct Cellars marks may be designated as such from time to time on this Site through use of the SM, TM or ® symbols. Except when included in any authorized printouts of the Content, you are expressly prohibited from making any other use of DC Trademarks, including, but not limited to, as metatags, key words, text or other links (unless otherwise permitted by DC in its sole discretion) or in any other fashion that may create a false or misleading impression of affiliation with or sponsorship by Direct Cellars.

LINKS

This Site may contain links to third-party websites. Direct Cellars does not control or endorse these third-party sites or any goods or services sold on those sites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. You acknowledge and agree that Direct Cellars is not responsible or liable for any content or other materials on these third party sites. We have not reviewed any or all such sites that may be linked to this Site and we are not responsible for any such websites linked to this Site. Your linking to any websites from this Site is at your own risk. By linking to a website or permitting a link to this Site, Direct Cellars does not endorse the website operator or the content of the linked website. Subject to the terms of applicable service or other agreements, we will remove any link from this Site upon request from the owner of the linked website.

AVAILABILITY

Not all of the products or services described on this Site are available in all areas of the United States and/or you may not be eligible for them. We reserve the right to determine eligibility. Due to local laws, alcohol may not be shipped to some locations. All membership payments associated with wine selections that are not shipped due to state or local regulations will be fully refunded.

CONTENT POSTED BY YOU

The Site may contain various pages where you and other members may post content. You may only post content to the Site that you created or which the owner of the content has given you permission to post. You should carefully choose the information you post on the Site. You may not post the following items: telephone numbers, street addresses, last names, URLs to external sites, any form of HTML or programming code, or any photographs containing nudity, or obscene, lewd, violent, harassing, sexually explicit, or otherwise objectionable subject matter. You are solely responsible for anything you may post on the Site and the consequences of posting anything on the Site. You may not post or distribute content that is illegal or unlawful (including any defamatory, or obscene content or content that violates another party’s right to privacy, right against publicity or puts such party in a false light), or that violates these Terms of Use. By posting or distributing content to the Site, you represent and warrant that (a) you own all the rights to the content or are authorized to use and distribute the content to the Site and (b) the content does not and will not infringe upon any copyright or any other intellectual property right of a third party, nor violates any other rights of a third party (including a third party’s right to privacy, right against publicity or puts such party in a false light or violates any law or regulation.

All information, ideas, suggestions, or other communications you submit to Direct Cellars, including, but not limited to, content posted on the Site or communications sent via e-mail, will be on a non-confidential basis. By submitting or posting content to the Site, you grant Direct Cellars the irrevocable, perpetual, worldwide, right to use, reproduce, disclose, display, perform, distribute, adapt, modify, and promote this content in any medium. Once you submit or post content to the Site, Direct Cellars does not need to give you any further right to inspect or approve uses of such content or to compensate you for any such uses. Direct Cellars owns all right, title, and interest in any compilation, collective work or other derivative work created by Direct Cellars using or incorporating content posted to the Site.

CONTENT POSTED BY OTHER USERS

Direct Cellars is not responsible for, and does not endorse, content in any posting made by other users on the Site. You are solely responsible for your reliance on anything posted by another member on the Site. Under no circumstances shall Direct Cellars be held liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you in connection with the use of or reliance upon any content posted by a third party on the Site. If you become aware of misuse of the Site by any person, please contact Direct Cellars or click on the "Report Inappropriate Content" link on the Site. If you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

ACTIVITIES PROHIBITED ON THE SITE

The following is a partial list of the kinds of conduct that are illegal or prohibited on the Site. Direct Cellars reserves the right to investigate and take appropriate legal action against anyone who, in Direct Cellars’s sole discretion, engages in any of the prohibited activities. Prohibited activities include – but are not limited to – the following:

Using the Site for any purpose in violation of local, state, national, or international laws;

Posting material that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party;

Posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Direct Cellars in its sole discretion or pursuant to local community standards. However, Direct Cellars takes no responsibility for monitoring such content or in evaluating it;

Posting advertisements or solicitations of business;

After receiving a warning, continuing to disrupt the normal flow of dialogue, or posting comments that are not related to the topic being discussed (unless it is clear the discussion is free-form);

Posting chain letters or pyramid schemes;

Impersonating another person;

Distributing viruses or other harmful computer code;

Harvesting, mining or otherwise collecting information about others, including e-mail addresses, without their consent;

Allowing any other person or entity to use your identification for posting or viewing comments;

Posting the same note more than once or "spamming";

Harassing, threatening, stalking, or abusing any person; or

Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Site, or which, in the sole discretion of Direct Cellars, exposes Direct Cellars or any of its customers or suppliers to any liability or detriment of any type.

Direct Cellars reserves the right, but is not obligated, to do any or all of the following:

Record the dialogue or content posted on any pages of the Site;

Investigate an allegation that anything posted on the Site does not conform to these Terms of Use and determine in its sole discretion to remove or request the removal of the posting;

Remove postings which are abusive, illegal, or disruptive, or that otherwise fail to conform with these Terms of Use;

Terminate a user’s access to the Site upon any breach of these Terms of Use;

Monitor, edit, or disclose any posting on the Site; and

Edit or delete any communications posted on the Site, regardless of whether such communications violate these standards.

ADDITIONAL INFORMATION

All information, other than personal information subject to Direct Cellars’s Privacy Policy, submitted to Direct Cellars through this Site or any related Direct Cellars Site is the property of Direct Cellars. Direct Cellars is free to use any ideas, concepts, know-how or techniques that you may submit to Direct Cellars through this Site for any purpose, including but not limited to, improving our services. We are not subject to any obligations of confidentiality regarding any submitted information except as specified in Direct Cellars’s Privacy Policy, as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.

CHANGES

Direct Cellars reserves the right to change the Content on this Site and these Terms and Conditions from time to time at any time without prior notice. The changes may include superseding terms and conditions or specific notices. YOU SHOULD REVIEW THESE TERMS AND CONDITIONS REGULARLY AND AT LEAST EACH TIME YOU USE OR VISIT THE SITE TO BE AWARE OF ANY CHANGES THAT ARE MADE. Your continued use of this Site constitutes your acceptance of any change or update, all of which shall become controlling when posted.

PRIVACY

You may review Direct Cellars’s Privacy Policy at http://www.directcellars.com/Privacy. CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS All Content and any oral information provided by Direct Cellars executives that relates to Direct Cellars’s future performance or financial results are considered forward-looking statements. These forward-looking statements involve uncertainties that could cause actual performance or results to materially differ, and readers are cautioned not to place undue reliance on them.

GOVERNING LAW

These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the United States and the State of Florida, without giving effect to conflict of law principles thereof. You expressly agree that the exclusive jurisdiction for any claim or dispute under the Terms of Use and or your use of the Site resides in the courts located in the State of Florida, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any provision in these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision.

WARRANTIES

Your use of this Site and Content is at your own risk. We strive to provide accurate and up-to-date material on this Site. However, we make no warranties or representations as to the accuracy, completeness or timeliness of the Content. Content may become inaccurate as a result of developments after its publication on this Site. Direct Cellars assumes no responsibility to keep Content current or to correct inaccuracies or errors in Content. The Site and the content are provided on an "as is" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, DIRECT CELLARS, ITS AGENTS, ITS AFFILIATES, SUBSIDIARIES, ASSIGNS, LICENSORS, FRANCHISEES AND ITS VENDORS, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. Direct Cellars makes no warranty as to the reliability, accuracy, timeliness, usefulness, adequacy, completeness or suitability of the Site. Direct Cellars cannot and does not warrant against human and machine errors, omissions, delays, interruptions or losses, including loss of data. Direct Cellars cannot and does not guarantee or warrant any files available for downloading from this Site will be free of infection by viruses, worms, Trojan horses, or other codes that manifest disabling, contaminating or destructive properties. Direct Cellars cannot and does not guarantee or warrant that any content you post on the Site will remain on the Site. Direct Cellars does not warrant or guarantee that the functions or services performed on the Site will be uninterrupted or error-free or that defects in the Site will be corrected.

LIMITATION OF LIABILITY

DIRECT CELLARS’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH DIRECT CELLARS IS TO DISCONTINUE YOUR USE OF THE SITE. DIRECT CELLARS, ITS AGENTS, ITS AFFILIATES, SUBSIDIARIES, ASSIGNS, LICENSORS, FRANCHISEES AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE SITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE. THESE EXCLUSIONS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF DIRECT CELLARS HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, DIRECT CELLARS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.