STORE POLICY

PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS AN END USER (AS DEFINED BELOW) (“END USER” OR “YOU”), VINITIA, INC. (“VINITIACLUB” OR “WE”), VINITIA CLUB LLC (“SELLER”). THESE TERMS AND CONDITIONS, TOGETHER WITH ALL AMENDMENTS, AND COLLECTIVELY WITH ALL VINITIA CLUB RULES AND POLICIES, INCLUDING THE VINITIA CLUB PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND VINITIA CLUB REGARDING YOUR ACCESS TO AND USE OF THE VINITIA CLUB WEBSITE (“WEBSITE”), SERVICES PROVIDED BY VINITIA CLUB (“SERVICES”), AND COMMUNICATIONS BETWEEN YOU AND VINITIA CLUB (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 concerning your access to and use of the Platform and use of any information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, artwork, 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 Vinitia Club 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 Vinitia Club or third-party merchants.
To access many of the features of the Platform, you must create a Vinitia Club 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, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, ME, MI, MN, MO, MT, NC, ND, NE, NH, NM, NV, OH, OK, OR, PA, SC, TN, VA, VT, WA, WI, WV, WY.

A.    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, the Buyer authorizes the Seller to act on Buyer’s behalf in arranging for transportation of the product at Buyer’s direction. Alternatively, the 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.

B.    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 the buyer takes all responsibility for the product being transported from the state of sale to the buyer’s selected destination. Buyers may pick up the product at the seller’s location, or make independent delivery arrangements. Sales tax will be applied based on the seller’s location. The seller makes no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any state. The 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.

The prices of our wines do not include shipping/handling charges. 'Shipping Included' language throughout the website only is valid for ground shipping in standard cardboard packaging to addresses located in the continental United States; Alaska and Hawaii are excluded. If you'd like to arrange local pickup, please contact support@vinitiaclub.com. Temperature-controlled packaging (if necessary) is complimentary for orders of $300 or more.
 

4.    Operation
The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion concerning 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 Vinitia Club 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.

Vinitia Club 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. Vinitia Club makes no guarantees regarding 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 Vinitia Club 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 Vinitia Club, its licensors, or the party credited as the provider of the content. All Vinitia Club graphics, logos, and service names are trademarks of Vinitia Club, and may not be used in connection with any product or service except with the written permission of Vinitia Club, and may not be used in any manner that is likely to confuse the public, or in any manner that disparages or discredits Vinitia Club, 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 Vinitia Club and its content providers, and Vinitia Club and its content providers retain all rights, titles, and interests 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 use. Except as expressly provided in the Agreement, all rights are reserved.

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

i.    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
ii.    sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials; or
iii.    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
iv.    use the Platform for any non-authorized purpose or any illegal purpose; or
v.    copy, modify, erase, or damage any information contained on computer servers used or controlled by Vinitia Club or any third party; or
vi.    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
vii.    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 Vinitia Club; or
viii.    impersonate or misrepresent your affiliation with any person or entity; or
ix.    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
x.    attempt to or disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by Vinitia Club; or
xi.    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
xii.    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
xiii.    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 Vinitia Club’s rules and policies.

Vinitia Club 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 the republication of Platform content should be directed to support@vinitiaclub.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 Vinitia Club of any such Third-Party Properties. You acknowledge that Vinitia Club is providing any references to such Third-Party Properties to you solely as a convenience, and you agree that Vinitia Club is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. Vinitia Club 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. Vinitia Club 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 or outages of the Platform. In addition, Vinitia Club 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 Vinitia Club shall not be liable to you or 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 THE 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 VINITIA CLUB, VINITIA CLUB 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. VINITIA CLUB 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. VINITIA CLUB 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
IF YOU HAVE A DISPUTE WITH ONE OR MORE END USERS, YOU RELEASE VINITIA CLUB (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 VINITIA CLUB 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 VINITIA CLUB 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 VINITIA CLUB 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 NUMBER OF FEES PAID OR PAYABLE TO VINITIA CLUB 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 VINITIA CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

11.    Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VINITIA CLUB, 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 Vinitia Club 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 Vinitia Club for which monetary damages would be inadequate. You consent to Vinitia Club’s obtaining any injunctive or equitable relief that Vinitia Club deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Vinitia Club 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:

i.    a physical or electronic signature of the person authorized to act on behalf of the copyright owner.
ii.    identification of the copyrighted work or works claimed to have been infringed;
iii.    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;
iv.    your name, mailing address, telephone number, and e-mail address;
v.    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
vi.    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 Vinitia Club of a claimed copyright infringement, please contact:
Copyright Representative.
Vinitia Club, Inc.
email: support@vinitiaclub.com

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 is 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.

14.    General
1.    15.1Modifications
At any time and Vinitia Club’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 Vinitia Club 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, Vinitia Club 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. Vinitia Club 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 by 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
Vinitia Club intends to resolve any disputes that may arise between 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 Vinitia Club. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Vinitia Club in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Vinitia Club shall respond within ten (10) business days with identical information from its perspective. You and a representative of Vinitia Club shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Vinitia Club mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Vinitia Club fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration by the then-current Commercial Rules of the American Arbitration Association, provided that Vinitia Club 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 Vinitia Club.

6.    15.6.End User Submissions and End User’s Grant of Limited Licensed
By communicating with Vinitia Club, including submitting or sending content to us (such as reviews of and comments on products featured on the Platform), you grant Vinitia Club the royalty-free, unrestricted, worldwide, 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 a Vinitia Club feature. You also grant Vinitia Club and its affiliates permission to copy your content, including your reviews and comments, as part of the normal backup process. You also grant Vinitia Club 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 Vinitia Club. You also warrant that any “moral rights” in such content are waived.

7.    15.7.Force Majeure
In the event, Vinitia Club’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with because of acts of God or 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 Vinitia Club, Vinitia Club 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 under 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 case arose) and you hereby waive any longer statute of limitations that may be permitted by law.

If Vinitia Club does take any legal action against you as a result of your violation of the Agreement, Vinitia Club 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 Vinitia Club. You agree that Vinitia Club will not be liable to you or any third party for termination of your access to or use of any part of the Platform because 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 Vinitia Club. Any purported assignment lacking such consent will be void at its inception. Vinitia Club 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.

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

1.    Qualified Referral.
A Qualified Referral is defined as a purchase made at www.Vinitia Club.com by a person (a "Referred Customer") who arrives at 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. A person who has previously signed up for an account on Vinitia Club.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 the minimum amount specified for the active referral campaign, in total value, minus all fees including taxes, discounts, shipping, returns, chargebacks, fraudulent payments, and other 3rd party fees.

4.    Reward Payments.
As a Referrer, you are responsible for any tax liability resulting from Referral Rewards.

5.    Eligibility.
Eligibility is limited to individuals only. VINITIA CLUB’s Refer-a-Friend Program cannot be used by businesses for affiliate lead generation as determined in VINITIA CLUB’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 VINITIA CLUB’s Refer-a-Friend program.

7.    Right to Close Accounts.
VINITIA CLUB 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 VINITIA CLUB Refer-a-Friend program questionably 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.
VINITIA CLUB has the final say in all disputes regarding the interpretation of the terms of this program. VINITIA CLUB 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.

Gift Subscription Program Terms & Conditions
In order to give a Vinitia Club subscription as a gift to a third party (“Gift Subscription”) and in order to accept and receive a Gift Subscription, you are subject to Vinitia Club’s Terms of Use and Vinitia Club’s Privacy Policy (both available on our website), as well as the following additional terms and conditions for the Vinitia Club Gift Subscription program:

1.    Eligibility.
Only individuals who are United States residents and 21 years of age or older may purchase or receive a Gift Subscription. By purchasing a Gift Subscription, the individual purchasing the Gift Subscription (the “Gifter”) represents and warrants that (i) the Gifter is 21 years of age or older, (ii) the recipient of the Gift Subscription (the “Giftee”) is 21 years of age or older, and (iii) the Giftee does not reside in Alabama, Arkansas, Michigan, Mississippi, or Utah (“Excluded Locations”). Vinitia Club reserves the right to update the Excluded Locations at its sole discretion and at any time. Addresses within the Excluded Locations are prohibited from receiving a Gift Subscription wine shipment.
2.    Purchasing a Gift Subscription.

The Gifter must pay for the full Gift Subscription at the time of purchase using a valid form of payment. Gift Subscriptions cannot be purchased with a gift card, store credit, wire transfer, or check. The Gifter must provide the name, shipping address, and email address of the Giftee. Any errors in the Giftee’s information may prevent Vinitia Club from delivering the Gift Subscription. The wine club options, including specific wines, available as a Gift Subscription may change from time to time at Vinitia Club’s sole discretion. Vinitia Club does not represent or warrant that wines will be available at the time of shipping. Shipping within the continental United States and taxes are included in the advertised cost of the Gift Subscription. Additional shipping costs for shipping to Alaska and Hawaii will be calculated at the time of checkout and must be paid by the Gifter. Discount codes cannot be applied to the purchase of a Gift Subscription.

3.    Receiving a Gift Subscription.
Once the Gift Subscription has been purchased, Vinitia Club will contact the Giftee at the email address provided by the Gifter to inform the Giftee of the Gift Subscription. The Giftee must affirmatively accept the Gift Subscription, create a free account with Vinitia Club, be eligible for the Gift Subscription, and agree to these Gift Subscription terms and conditions within six (6) months of the purchase date of the Gift Subscription to activate the Gift Subscription. The frequency, type, and quantity of bottles of wine that the Giftee receives will be determined by the type of wine club purchased by the Gifter. The Giftee will not be able to modify the Gift Subscription, other than as provided for in these terms and conditions. The Giftee cannot receive the value of the Gift Subscription in the form of cash, check, gift card, or other form of payment, other than as provided for in these terms and conditions. Gift Subscriptions are not reloadable or refundable, except as expressly provided in these terms and conditions or as required by law.

If a wine club is advertised as including a discount on other Vinitia Club purchases during the wine club subscription period, the Giftee will receive such a discount during the Gift Subscription period. Such discount will expire when the last order in the applicable Gift Subscription is shipped. If the Giftee is already a subscriber to the same wine club with Vinitia Club that is gifted, the Gift Subscription may be applied to the existing wine club (in which case the Giftee will not be charged for wine club shipments during the term of the Gift Subscription). Sign in to your existing Vinitia Club account to apply Gift Subscription.

At any point in the Gift Subscription, the Giftee can suspend the Gift Subscription for up to six (6) months (one time only) or gift the remainder of the Gift Subscription to another eligible individual (who would be subject to these same terms and conditions). Vinitia Club does not collect any payment information from the Giftee to activate or ship the Gift Subscription.

Shortly before each wine club shipment, Vinitia Club will contact the Giftee via email to confirm the Giftee’s shipping address is correct and give a time estimate as to when the shipment will be delivered. The Giftee should confirm the information is correct and that an individual who is 21 years or older will be available to accept the shipment and sign for the delivery. A valid government-issued ID may be required upon delivery. Vinitia Club is not responsible for the inability to deliver shipments where the correct address is not provided or the wine is not deliverable. Gift Subscriptions cannot be shipped to a PO Box.

4.    Refunds, Price Differences, and Incomplete Subscriptions.
If the Giftee does not affirmatively accept the Gift Subscription, fails to create an account, and/or fails to agree to these terms and conditions within six (6) months of purchase of the Gift Subscription, Vinitia Club may cancel the Gift Subscription, and issue a full refund to the Gifter using the payment method used to pay for the Gift Subscription or, if the payment method on file becomes invalid due to an expired credit card or any other reason, in the form of a Vinitia Club gift card.

The cost of each Gift Subscription includes estimated taxes, but the actual taxes are determined state by state at the time of shipment. Where the estimated taxes exceed the actual taxes, Vinitia Club will provide the difference to the Giftee in the form of a Vinitia Club gift card at the end of the Gift Subscription. In certain cases, the pricing of wines in a Gift Subscription may vary from what was paid by the Gifter. If the retail value of the full Gift Subscription deviates materially from the price paid by the Gifter, then we may, in our sole discretion, provide the difference to the Giftee in the form of a Vinitia Club gift card at the end of the Gift Subscription.

If the Giftee moves to a state where a Gift Subscription cannot be shipped or if Vinitia Club can no longer ship to the Giftee at their location due to a change in law or regulations, the Giftee may choose to (i) suspend the Gift Subscription for up to six (6) months one time, (ii) gift the remaining Gift Subscription to another eligible individual, or (iii) receive a Vinitia Club gift card for the remaining value of the Gift Subscription. Please contact Vinitia Club customer service at club@Vinitia Club.com if this situation applies to you.

If at any time a shipment is returned as undeliverable and the Giftee does not respond to Vinitia Club’s request for an updated address or if the Giftee provides an updated address that is also undeliverable, Vinitia Club may email a Vinitia Club gift card to the Giftee for the remaining value of the Gift Subscription.

If the Giftee voluntarily forfeits all or the remainder of a Gift Subscription, Vinitia Club may, but will have no obligation to, provide the remaining value to the Gifter by crediting the payment method used to pay for the Gift Subscription or, if the payment method on file becomes invalid due to an expired credit card or any other reason, provide the balance to the Gifter in the form of a Vinitia Club gift card. In that case, the Giftee will forfeit all remaining value in the Gift Subscription and will not receive any compensation for the difference.

5.    Right to Cancel Program or Change Terms.
Vinitia Club has the final say in all disputes regarding the interpretation of the terms of the Gift Subscription program. Vinitia Club reserves the right to cancel the Gift Subscription program or to change these terms and conditions at any time in its sole discretion, without notice.

6.    Transfer of Rights.
Vinitia Club’s rights and obligations under the Gift Subscription program may be assigned or transferred by Vinitia Club to any other related or unrelated entity at any time, and further performance under the Gift Subscription program shall be the responsibility of that entity.

7.    Limitations of Liability.
Vinitia Club is not responsible for lost, interrupted, inaccessible, or unavailable networks, servers, internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer or telephone transmissions; or for any technical malfunctions, failures, or difficulties, or other errors of any kind or nature; or the incorrect or inaccurate capture of information, or the failure to capture any information. Vinitia Club’s liability to the Gifter or the Giftee shall not exceed the total value of the Gift Subscription purchased by the Gifter.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTICIPANTS IN THE GIFT SUBSCRIPTION PROGRAM AT THIS MOMENT WAIVE ALL RIGHTS TO CLAIM PUNITIVE, INCIDENTAL, AND CONSEQUENTIAL DAMAGES AND ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND ANY AND ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

8.    Force Majeure.
If, for any reason, the Gift Subscription program or an individual Gift Subscription is not capable of being delivered as planned, including, due to errors of any kind or nature, infection by computer viruses, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Vinitia Club which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Gift Subscription program, Vinitia Club reserves the right in its sole discretion to cancel, terminate, modify, or suspend the Gift Subscription program or an individual Gift Subscription or otherwise respond to the circumstances as Vinitia Club deems appropriate. In the event Vinitia Club is prevented from continuing with the Gift Subscription program as contemplated herein by any event beyond its control, including but not limited to fire, flood, a natural or man-made epidemic of the health of other means, earthquake, explosion, labor dispute or strike, the act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within Vinitia Club’s control (each a “Force Majeure” event or occurrence), Vinitia Club have the right to modify, suspend, or terminate the Gift Subscription program, in whole or in part.

9.    Miscellaneous.
Any attempt by any person to undermine the legitimate operation of the Gift Subscription program may be a violation of criminal and civil law, and should such an attempt be made, Vinitia Club reserves the right to seek damages from any such person to the fullest extent permitted by law. If any part of these Gift Subscription terms and conditions is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Gift Subscription terms and conditions and shall not affect the validity and enforceability of any remaining provisions of the Gift Subscription terms and conditions. Any delay or failure by us in exercising, or any waiver by us of, our rights under or in connection with these Gift Subscription terms and conditions will not limit or restrict the future exercise or enforceability of those rights. VOID WHERE PROHIBITED.