Terms Of Use

Terms of Use

Welcome to The Wine Cellarage web site, www.winecellarage.com (this “Site”). Access to, and use of, this Site, including the opportunity to use or purchase the products and services offered through this Site, is provided to each user of this Site (“you” or “Customer”), subject to the following terms and conditions of use (the “Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS OF USE, WITHOUT MODIFICATION OR QUALIFICATION, AS IF YOU HAD SIGNED AND DELIVERED A WRITTEN AGREEMENT TO THIS EFFECT. If you do not intend to be legally bound by these Terms of Use, do not access or use this Site.

Who We Are

Vindemia, Inc. d/b/a The Wine Cellarage, a New York corporation (“Vindemia”), owns this Site and provides wine storage and related services, as well as services for the wine trade and private collectors (other than wine appraisals and sales) offered through this Site. The sale of wine (including negotiated sales and purchases of wine collections), appraisals and related services (including shipping and logistics for sales and relocation services), are conducted by Jean-Paul Weg, LLC, a New York limited liability company (“JPW”). The terms “we,” and “the Company,” as used in these Terms of Use, refer to both companies (and any affiliate or successor entities that may be identified on this Site as providing goods or services through this Site), but will apply only to JPW (or any such affiliate), and not to Vindemia, in respect of all liabilities and obligations in respect of the products and/or services provided by JPW (or any such affiliate). Similarly, the terms “we,” and “the Company” will apply only to Vindemia, and not to JPW (or any such affiliate), in respect of all liabilities and obligations in respect of the products and/or services provided by Vindemia. None of Vindemia, JPW or any of their affiliates will be liable for any action or omission of any other party, including any of its affiliates.

Your Account

You must be at least 21 years of age to order any products or services from the Company, whether through this Site or otherwise. If you use this Site, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not use a false e-mail or other address, impersonate any person or entity, or otherwise mislead the Company, whether in relation to credit or payment information or any other matter. The Company reserves the right to refuse service or terminate accounts, or cancel orders in its sole discretion, without prior notice. You also agree that we will not be liable to you or to any third party for any such action.

Storage Terms

Wine storage and related matters are also governed by the annexed Storage Terms, which are part of these Terms of Use.

Wine Sale Terms

Sales of wine and related matters are also governed by the annexed Wine Sale Terms, which are part of these Terms of Use.

Services for the Wine Trade

We offer services for the wine trade, and may also arrange for negotiated sales and purchases of wine collections with trade Customers. These services and transactions will be arranged separately with each trade Customer; however (except for prices), these Terms of Use, including, to the extent applicable, the Wine Storage Terms, Wine Sale Terms and Privacy Policy, will govern, except to the extent that they conflict with the written arrangements between us and our trade Customers.

Additional Services for Non-Trade Customers

We offer logistics and appraisals services and certain other services for private collectors and other non-trade customers that are not covered under our Wine Storage Terms or Wine Sale Terms, as well as negotiated purchases and sales of wine collections. These services and transactions will be arranged separately with each Customer; however, these Terms of Use, including, to the extent applicable, the Wine Storage Terms, Wine Sale Terms and Privacy Policy, will govern, except to the extent that they conflict with the written arrangements between us and our non-trade Customers.

Privacy Policy

Please review our Privacy Policy, which is also part of these Terms of Use.

Electronic Communications

When you visit this Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on this Site, and reserve the right to communicate by other means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically via e-mail or by via this Site will satisfy any legal requirement that those communications be in writing. Similarly, your acknowledgement or agreement to any terms or arrangements specified by us by electronic means, including, without limitation, by means of any “click-through” or similar agreement, will satisfy any legal requirement that those communications be in writing. E-mail and other electronic communications are not encrypted and may not be secure. Please bear this in mind when transmitting any private or confidential information through this Site or by other electronic means.

Geographic Scope

The Site may be viewed in the United States and elsewhere, and contains references to products or services not available in all states or countries. References to a particular product or service do not imply that the Company intends to make such products or services available in all states, countries or other jurisdictions, and nothing in this Site will constitute an offer of any products or services in any jurisdiction, or to any person or entity, if the offer or provision of the products or services would be contrary to applicable law.

License and Site Access

The Company grants you a nonexclusive, nontransferable, limited right and license to access and make personal use of this Site and the material provided hereon for your personal, noncommercial use, provided that you fully comply with these Terms of Use. You agree not to download (other than page caching) or modify this Site, or any portion of it. This license does not include: any rights of resale or commercial use or exploitation of this Site or its contents; any collection or use of any product or service listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant or service provider; or any use of data mining, robots, or similar data gathering and extraction tools. This Site (including any portion of this Site) may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without the express, written consent of the Company.

Linking to this Site

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Company so long as the link does not portray the Company, or its products or services, in a false, misleading, derogatory, or otherwise offensive matter. You may not use any proprietary graphic, trade name, trademark, or service mark of the Company as part of these links without the express, prior written consent of the Company.

Prohibited Communications

You may not send the Company (or any other person or entity if such communication is through this Site) any e-mail, e-card and other communication, or submit any suggestion, idea, comment, question, or other information, if it is in any manner illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. We may, in our discretion, terminate the rights of any user to visit or utilize this Site as a result of conduct that we deem unacceptable.

Intellectual Property Rights

All content included on this Site (and the compilation of that content) is the property of the Company or its content suppliers and is protected by United States and international copyright laws. The term “Content” includes, but is not limited to: text, design, graphics, logos, button icons, images, audio and video clips, digital downloads, interfaces, data compilations, programs, software, and code. The Company is also the owner of the registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin that appear on this Site (other than any third-party marks or other intellectual property), including, without limitation, The Wine Cellarage and the associated logo. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Content or other intellectual property contained in this Site. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of the Company or use any metatags or any other “hidden text” utilizing any of the names of the Company.

Copyright or Intellectual Property Complaints

The Company respects the intellectual property rights of others, and we ask our users to do the same. We will not post any user communications on our website without appropriate permission. We may, in our discretion, terminate the rights of any user to visit or utilize this Site if a user infringes, or is alleged to have infringed, the intellectual property rights of others.

Links to Other Web Sites

These Terms of Use apply only to this Site, and not to the web sites of any other person or entity. We may provide, or third parties may provide, links to other web sites or resources. You acknowledge and agree that we are not responsible for the availability of such external web sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, services, or other materials on or available from such other web sites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products, services or other resources available from any other web site (regardless of whether we directly or indirectly link to such content, advertisements, products, services or other resources). You should direct any concerns with respect to any other web site to that web site’s administrator or webmaster.

Disclaimer of Warranties and Limitation of Liability

The Site is provided by the Company on an “as is” and “as available” basis. The Company makes no representations or warranties of any kind, express or implied, and to the fullest extent permissible by applicable law, disclaims all such representations and warranties as to the operation of this Site or the information, content, materials, or products or services available through this Site, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. You expressly agree that your use of this Site is at your sole risk. The Company does not warrant that this Site, its servers, or e-mails sent from the Company are free of viruses or other harmful components. The Company will not be liable under any theory of contract, negligence, strict liability or any other legal or equitable theory for any loss, cost, expense, damage, liability, loss or injury of any kind arising from the use of this Site (even if we have been advised of the possibility of such a result), including, without limitation, the purchase of products or services through this site or any related transactions, the denial or interruption of access to this Site, any inaccuracies in the information provided in this Site Without limitation as to the foregoing, in no event will the Company be liable for any direct, indirect, incidental, special, punitive, and consequential damages. Certain state and other laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless the Company, its affiliates and agents, and any third party providers and distributors and their respective shareholders, members, partners, owners, directors, managers, officers, employees and agents from and against any and suits, proceedings, claims, causes of action or demands, losses, costs and expenses, including without limitation reasonable legal and accounting fees and expenses, resulting from your breach of these Terms of Use or other improper or illegal conduct related to, or arising out of, your use of this Site or any related transactions.

Governing Law

By visiting this Site, you agree that these Terms of Use (as well as your access to this Site and any claim or dispute of any kind between you and the Company arising out of your access to this Site) will be governed by the laws of the State New York applicable to contracts made and entirely to be performed within that State, without giving effect to the laws of any other jurisdiction, including the jurisdiction of your residence. These Terms of Use will also govern any and all dealings between you and the Company, even if initiated and conducted completely or partially off-line, to the same extent as they govern your use of this Site and related transactions, except as may be otherwise specified in these Terms of Use or as you and we specifically otherwise agree, in writing.

Disputes

You agree to make good faith and reasonable efforts to resolve any claim or dispute under these Terms of Use without the need for legal proceedings. Any claim or dispute relating in any way to, or arising out of, your access to this Site or to any products or services you purchase through this Site shall be submitted to confidential arbitration in New York, New York. Arbitration under these Terms of Use shall be conducted under the rules then prevailing of the American Arbitration Association. Except as provided in the Storage Terms, this arbitration will be the exclusive and binding means of adjudicating any such dispute or claim, except, and the Company reserves the right to seek entry of an arbitrator’s award as a judgment or to otherwise enforce any decision by the arbitrator and to seek injunctive or other appropriate equitable relief, in any court of competent jurisdiction, and to interplead you in any third-party action commenced in any other jurisdiction. For such purposes you agree to the exclusive jurisdiction of any state or federal court located in New York, New York, agree to venue in such courts and waive any objection, whether based on convenience or other grounds, to any such court; however, the Company may, in its discretion, avail itself of any other court of competent jurisdiction for these purposes. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration or other proceeding involving any other party subject to these Terms of Use, whether through class proceedings or otherwise.

Modification of Site and Terms of Use

We reserve the right, in our sole discretion, to amend, change, add to, remove or otherwise modify all or any portion of this Site or these Terms of Use (including the Privacy Policy, Storage Terms, Wine Sale Terms and any other terms and conditions that are or become part of these Terms of Use) at any time. You should check these Terms of Use periodically for modifications. By using this Site after we post any changes to these Terms of Use, you agree to accept those changes, regardless of whether you have reviewed them. If you do not agree to any changes to these Terms of Use, you should not use this Site and should arrange to cancel your account with us. These Terms of Use may not be modified except as stated above or by another written agreement executed and delivered by you and an authorized representative of the Company that specifically states that it is intended to modify these Terms of Use.

Reservation of Rights; Severability; Headings; Construction

We reserve all rights relating to this Site or the Content not expressly granted to the Company by these Terms of Use. If any provision of these Terms of Use is determined to be invalid or unenforceable, 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 will not affect the validity or enforceability of any of the remaining provisions of these Terms of Use. No waiver by the Company of any provision hereof, and no failure by the Company to exercise any of its rights or remedies hereunder, will be deemed to constitute a waiver of such provision, right, or remedy in the future, or of any other provision, right, or remedy hereunder, unless such waiver is set forth in a written instrument signed on behalf of an authorized representative of the Company. The headings used in these Terms of Use are for convenience only and will in no way affect the scope or construction of any provision hereof. Unless the context otherwise requires, terms defined in the singular or plural shall have correlative meaning in the other number, references to the masculine, feminine or neuter gender shall include all other genders and pronouns (such as “we” or “you”) defined in one case shall have a correlative meaning in other cases.

No Prior Agreements

These Terms of Use (including our Storage Policy, Wine Sale Terms, Privacy Policy and any other terms and conditions included within these Terms of Use or referenced in these Terms of Use as being applicable under these Terms of Use) constitute the entire agreement and understanding between you and the Company, and supersede all prior or contemporaneous agreements and understandings, oral or written.