At Dry Farm Wines, we strive to offer a first-class experience for our members and uphold the highest degree of professionalism. These Term of Use and Subscription/Sale (hereinafter referred to as this “Agreement”) constitute a binding agreement between Dry Farm Wines, LLC, its affiliates, and its and their parent and subsidiary companies (collectively, “DFW,” “we,” “us,” or “our”) and all website visitors, users, purchasers, members and others (“User”, “you” or “your”) this website and any other DFW owned websites, micro-sites, and social media pages and accounts (collectively, “DFW Sites”), all DFW-owned mobile applications (collectively, the “Applications”), and/or any of the services available on or through the DFW Sites or Applications (together with the DFW Sites and the Applications, the “Services”), including any Content therein (as defined below).
Additional policies, terms, and conditions (“Additional DFW Policies”) applicable to certain DFW Services, specific areas of certain DFW Sites or Applications, or to particular content or transactions, may also be posted in particular areas of certain DFW Sites or Applications and, together with these Terms, govern your use of those areas. DFW reserves the right to amend the Additional DFW Policies from time to time by posting in the same particular areas as noted above. Any and all such Additional DFW Policies are hereby incorporated into this Agreement by this reference and considered a part hereof.
If any inconsistency exists between the body of this Agreement and any Additional DFW Policies, such Additional DFW Policies applicable to the specific areas of the DFW Sites or Applications will be controlling with respect to those particular areas.
DFW reserves the right to cancel and/or terminate any User’s account for any violation of this Agreement, the Additional DFW Policies or any other terms stated on DFW Sites or Applications. Fraudulent behavior, creating multiple accounts to acquire additional credits, spamming, flaming, excessive use of profanity or abusive language on DFW Sites, Applications or any other website in regards to DFW, or while contacting any of our Member Services team, will be considered a violation of this Agreement and will be grounds for DFW to cancel and/or terminate any User’s account.
You must be at least 21 years of age to use DFW Sites or Applications and/or purchase alcohol through DFW Services. A valid government-issued ID may be required upon delivery.
YOUR ACCESS TO AND USE OF ANY DFW SITES, APPLICATIONS OR ANY OF OUR SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH, WITHOUT MODIFICATION, THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE ADDITIONAL DFW POLICIES INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE).
BY CONTINUING TO ASSESS AND/OR USE ANY DFW SITES, APPLICATIONS OR ANY OF ITS SERVICES, YOU HEREBY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY OF THE ADDITIONAL DFW POLICIES INCORPORATED HEREIN) AS SUCH IS PRESENTED TO YOU AS OF THE DATE OF YOUR FIRST USE OF ANY DFW SITE, APPLICATION OR ANY OTHER PART OF OUR SERVICES. NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THIS AGREEMENT WILL BE ACCEPTED BY DFW. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE ANY OF THE DFW SITES, APPLICATIONS OR ANY OF THE SERVICES. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT GOVERNING THIS SITE AND ALL OF OUR SERVICES. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
It is your responsibility to review this Agreement periodically. We may revise this Agreement at any time without notice to you. We may at our sole discretion change, add, or delete portions of this Agreement at any time on a going-forward basis. It is your responsibility to check this Agreement for any such changes prior to your use of any DFW Site, Application and other aspects of our Services, and in any event your continued use of any DFW Sites, Applications or any other aspects of our Services following the effective date of such changes to this Agreement constitutes your acceptance of any such changes.
By visiting this DFW Site or Application or any other Services, you agree to the following:
In addition to all other defined terms in this Agreement, the following terms have the following meaning:
(i) “Access Right” has the meaning set forth in Section 2 herein.
(ii) “Additional DFW Policies” has the meaning set forth above in this Agreement.
(iii) “Content” has the meaning set forth in Section 2.5.1 herein.
(iv) “DFW IP Assets” has the meaning set forth in Section 3.2 herein.
(v) “DFW Member” or “membership” have the meaning set forth in Section 5 herein.
(vii) “DFW Server” or “Server”” means the computer software or hardware that serves and hosts any DFW Sites or Applications to Users across the Internet.
(viii) “Purchase” or “order” have the meaning set forth in Section 5 herein.
(ix) “User” has the meaning set forth above in this Agreement.
2. ACCESS; CONDITIONS TO USE OF THE DFW SITE, APPLICATION AND ALL SERVICES
2.1 Subject to all of the terms and conditions of this Agreement, DFW hereby grants to User a non-exclusive, revocable, and limited right to access and use this DFW Site or Application, including without limitation any of the Services provided through this DFW Site or Application, in strict compliance with this Agreement (“Access Right”) or with any other agreement that the User has entered into with DFW. DFW reserves the right to suspend or revoke this Access Right at DFW’s discretion without notice. Notwithstanding the foregoing Access Right, DFW also has the right to change, suspend, or discontinue any (or all) aspects or features of this DFW Site or Application or any Services at any time, and from time to time, including the availability of any content or features on this DFW Site or Application or any of the Services. This Access Right granted to User under this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
2.2 User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access this DFW Site or Application, including, without limitation, Internet connections, modems, hardware, software, and long distance or local telephone service.
2.3 As a condition of each user’s use of this DFW Site or Application and all Services, User covenants to DFW that: (a) User shall not use the DFW Site or Application or any Service: (i) for any unlawful purpose or for any purpose that is prohibited by this Agreement; or (ii) in any manner that could damage, disable, overburden, or impair this DFW Site or Application and any Servers, or that would interfere with any other party's use and enjoyment of this DFW Site or Application or any Services; and (b) User shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this DFW Site or Application or any Service.
2.4 Notwithstanding any assistance that DFW may provide, the User assumes sole responsibility for the uploading and updating of any Content of that User (if any) as may be available through this DFW Site or Application.
2.5 Users further agree as follows:
2.5.1 Without limiting the generality of the foregoing, User agrees to all of the following provisions: (a) User will not upload to, distribute or otherwise publish through this DFW Site or Application any data, information, messages, text, photos, graphics, videos, messages, tags, works, material or any other content, including, without limitation, any personal identifiable information (collectively, "Content") that is unlawful, libelous, defamatory, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable; (b) User will not upload or transmit any Content that would violate the rights of any party, would constitute or encourage a criminal offense, or would otherwise create liability or violate any local, state, federal or international law, (c) User will not upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party anywhere; (d) User will not impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity; (e) User will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail; (f) User will not use this DFW Site or Application for purposes not authorized by DFW; and (g) User will not use this DFW Site or Application for any illegal purpose or any fraudulent scheme or transaction.
2.5.2 In addition to the rights given to DFW pursuant to Section 9 of this Agreement, User hereby grants DFW a perpetual, worldwide, transferable, fully paid up right to use any User’s Content to: (i) provide the User with the any of the Services contemplated by this DFW Site or Application, under this Agreement or under any other contract between User and DFW, including without limitation any other uses normally intended for Users, (ii) to assistant or coordinate with any claims arising out of the use of this DFW Site or Application, including without limitation any claims involving property management professionals; and (iii) for any other lawful purpose in carrying out DFW corporate purpose or operations.
2.6 Without limiting the generality of any other provisions herein, User agrees to all of the following provisions: (a) Users are prohibited from violating or attempting to violate the security of this DFW Site or Application or any DFW Server (as defined herein), including, without limitation, (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network; or (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (b) any violations of any system or network security (including, but not limited to, that of this DFW Site or Application or any DFW Server) may result in civil or criminal liability; and (c) DFW has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. DFW also reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to this DFW Site or Application. By User’s use of this DFW Site or Application, User authorizes DFW to take such action.
2.7 In the event this DFW Site or Application, now or in the future, allows User to upload, transmit, or otherwise contribute any Content to the DFW Site or Application, User hereby represents and warrants to DFW that User has the lawful right to distribute and reproduce such Content. Also, User is solely responsible for its conduct (and the conduct of its users) while using the DFW Site or Application, including, but not limited to, all Content in any folders or web pages (if any), or through any other transactions or interactions User generates, transmits, or maintains via the DFW Site or Application. DFW takes no responsibility for any such online distribution or publication by User or by any other party. DFW cannot and will not review every message or other Content that User or any other party may generate or post, and DFW is not responsible for the Content thereof.
2.8 In addition to any other right to terminate this Agreement, DFW hereby has the absolute right to immediately terminate, without warning, any account that it believes, in its sole discretion, breaches any of the provisions of this Section.
3. COPYRIGHTS, TRADEMARKS, AND OTHER INTELLECTUAL PROPERTY RIGHTS; RESERVATION OF RIGHTS.
3.1 DFW’s policy is to respect the copyright, trademarks, and intellectual property rights of others. DFW has the absolute right to (i) immediately terminate, without warning, all rights (including, without limitation, all Access Rights and any rights of any User who (in DFW’s determination) appears to infringe upon the copyright, trademarks, or intellectual property rights of others, and/or (ii) remove any such Content from a User from the DFW Site or Application or used in any Service that, in DFW’s determination, may infringe the copyright, trademarks, or other intellectual property rights of any third party.
3.2 Each User agrees to the following:
3.2.1 DFW or its licensors own all rights, title and interest, in the U.S. and elsewhere, in and to all trademarks, service marks (whether registered or common law marks), logos, and any other trade names displayed on or in the DFW Sites, Applications and Services and/or displayed or embodied in any and all of DFW’s products (hereinafter collectively referred to as “Trademarks/Trade Dress”). Users shall not use any Trademarks/Trade Dress in connection with any product or service that is not owned by DFW, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits DFW. All other trademarks not owned by DFW that appear in any DFW Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by DFW.
3.2.2 All content included on or made available through any DFW Sites, Applications and Services, including without limitation any text, graphics, logos, page headers, button icons, scripts, images, audio clips, digital downloads, and data compilations, and all copyrights contained or arising out of the foregoing, is and shall remain the sole property of DFW and is protected by United States and international copyright laws (collectively, “Works”).
3.2.3 Without limiting the provisions of section 3.2.1 or 3.2.2 above, User hereby acknowledges and agrees that DFW or its licensors are the sole owners, worldwide, of all Trademarks/Trade Dress (as defined in Section 3.1.1 above), all Works (as defined in Section 3.1.2 above), and any and all other inventions, patents, logos, images, graphics, photos, videos, icons, content, features, functionalities, data, processes, techniques, software, website designs, copyrights, works, and all other intellectual property provided in, made available by using, or otherwise contained or embodied in, all DFW Sites, all Application, all Services, or otherwise used by DFW in the furtherance of any of its products, services or overall business (collectively “DFW IP Assets”).
3.3 The DFW Assets are protected by the copyright, patent, trademark, and/or other intellectual property laws of both the United States and other countries. This Agreement shall not be interpreted to: (i) grant any rights to any User in or to any of the DFW IP Assets except for the limited Access Right set forth and subject to the terms and conditions of Section 2.1 of this Agreement; or (ii) transfer any rights in any DFW IP Assets or in any other DFW intellectual property rights from DFW to any Users.
3.4 DFW IP Assets may not be used by User without the prior written permission from DFW, and then only with proper acknowledgement. Any rights not expressly granted herein to User are reserved to DFW. In addition to any other conditions on User’s Access Right as set forth in this Agreement, User’s Access Right is subject to the following additional conditions: (i) User shall not modify, disassemble, decompile or reverse translate or create derivative works from any of the DFW IP Assets or otherwise attempt to derive any source code of the same or let any third party do the same; (ii) no copyrighted material, content, or any other DFW IP Assets may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated either in such materials or in this notice without the express prior written permission of DFW (which DFW may or may not grant in its sole discretion); (iii) User shall not remove, alter, cover or obscure any copyright notices or other proprietary rights notices of DFW or any other party placed on or embedded in the DFW IP Assets and shall otherwise retain all such notices on all copies of the same; and (iv) use of any of the DFW IP Assets is prohibited unless User is an authorized User in good standing. Unauthorized use is a violation of copyright and other intellectual property rights and is actionable under law.
3.5 User agrees to keep strictly confidential all DFW IP Assets that have not been made publicly available by DFW. User also acknowledges and agrees that the terms and conditions of this provision shall survive the cancellation, expiration or termination of this Agreement for any reason.
4.1 User agrees that: (i) if the User has any User Content or any User login or password that it uses in association with this DFW Site or Application or any Service, then User is solely responsible for maintaining the confidentiality of the same; and (ii) if the User has any login or password associated with this DFW Site or Application or any Service, then User (a) is solely responsible for all uses of its login and password regardless of whether these uses are authorized by User, and (b) User will immediately notify DFW of any unauthorized use of the User’s login and password.
5. PURCHASE OF DFW PRODUCTS OR SERVICES; SUBSCRIPTIONS
5.1 YOUR ACCOUNT
5.1.1 Registration. If you wish to utilize DFW Services, you agree to complete the initial registration process according to the requirements stated on the applicable DFW Services, and to provide accurate and complete information including, but not limited to, your legal name, age, billing address, delivery address (if different), email address, and telephone number. When making a purchase of any DFW products or service on or through any DFW Sites, Applications or any other DFW Services (collectively, a “purchase” or “order” ), you must provide accurate and complete information as required when using a credit card or other payment card, including the cardholder name, payment card number, expiration date, and if requested, card security code, at the time of submitting your order form. You represent and warrant to DFW that your use of a payment card in connection with any purchase you make on or through DFW Services is authorized and legal. As part of the initial registration process, you must choose a user name and a password to use when accessing the Services. For your protection, you must keep your user name and password secret. You must immediately notify DFW if you learn or suspect that the security of your user name or password has been breached. You are responsible for any loss or damage arising from your failure to protect your user name or password.
5.1.2 Member Information Changes. You are responsible for updating your registration information, and payment service or payment card information, as applicable, and for making sure that the billing address in your registration information is consistent with the billing address for your payment service or payment card. You are also responsible for promptly notifying your payment service or payment card issuer of any changes to your billing information or of any loss, theft, or unauthorized use of your payment service account or payment card number.
5.1.3 Payment. The total amount to be paid by you for your order will be the sum of the prices for the products you select or those selected for you, all applicable taxes, and shipping and handling charges. Payment is due when you submit your order, and you hereby authorize DFW to charge such amount to your payment card at that time.
5.1.4 Notice about Alcohol Listing. All alcohol listings are intended for individuals who are 21 years of age or older. DFW reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders, in its sole discretion.
5.2 DFW MEMBERSHIP
5.2.1 Membership Program. You may become a DFW Member by providing the requested registration information and submitting it to DFW through the DFW Sites or Applications (“DFW Member” or a “membership”). By becoming a Member and placing an order, you agree to receive a shipment of 3, 6, or 12 bottles of wine from DFW at the frequency of your choice (once a month, every other month, or every 3 months) until you change your membership or cancel your membership, provided that any such changes or cancellation must be done (in order to be effective) pursuant to any instructions set forth in the DFW Site or Application or in any DFW Policy.
5.2.2 Notice about Alcohol Listing. Generally wine will ship at approximately the same time each month as your original order. If you need to change this please call or email and we will adjust. You may suspend or cancel your membership any time.
5.2.3 Membership Wine Selections. Membership Wine Selections range from $88 for 3 bottles to $299 (or more for sparkling) for 12 bottles. A shipping charge may apply based on the location of your shipping address and the type of shipment option (expedited shipment may have a higher delivery charge). Taxes may apply based on the shipping address. By becoming a member and providing your membership and credit card information, you authorize DFW to charge your credit card (including shipping and any applicable tax) for each DFW Membership wine shipment. Please notify us prior to any shipment to update your account information, payment method, change your address, skip a shipment, change your delivery date, or to cancel your membership.
5.3 DFW VIP Orders. You may order wine from DFW by emailing our VIP concierge team at “firstname.lastname@example.org” with a request for a specific wine or particular style. Our team will do our best to curate a selection of wines that meet your preferences and we have available in stock. If you choose to order, we will either request the necessary information to place your order, including but not limited to your email address, your shipping address, your credit card information, your billing address, and your phone number. Shipping charges may apply based on your location and type of shipping option. Taxes may apply based on the shipping address. By placing an order and providing your credit card information, you authorize DFW to charge your credit card (including shipping and any applicable tax) for your VIP wine shipment. Please notify us prior to your shipment if you need to change or cancel your order.
5.4 DFW Promo Orders. Often, we will share limited, short-term seasonal promotions of special assortments of Natural Wine. You may order promo wine shipments from DFW by providing the requested information and submitting your order to DFW through the DFW promo page. A shipping charge may apply based on the location of your shipping address and your type of shipping option. Taxes may apply based on the shipping address. By placing an order and providing your credit card information, you authorize DFW to charge your credit card (including shipping and any applicable tax) for your promo wine shipment. Please notify us prior to your shipment if you need to update your account information, payment method, change your address, or to cancel your order.
5.5 Shipping Regulations. Due to the restrictions of many state laws, we only ship wine to those states where direct shipment is permitted by law. All packages are shipped using UPS and Federal Express (where available) and our shipping prices include packaging materials. You will be notified by email when your wines are shipped. Generally, we will attempt to ship your wines shortly after your order is placed. However, in effort to protect your wine, please be aware that your order may be held for ideal weather and shipping conditions. Please note, by law; that there must be someone over the age of 21 to sign for your package when it arrives. We recommend that you ship to an office or place of business where packages can be easily signed for. We appreciate your understanding.
Due to ever changing direct-shipping laws and regulations, the list of states that we ship to may change at any time. All wines are sold in California and title passes to the buyer in California. We will arrange for shipment on behalf of the buyer, to an address specified by the buyer, provided that in our sole discretion we believe that such shipment will not subject us to the risk of any sort of legal action or other harm. If a buyer lives in a state where the direct shipment of wine may violate the law, we will contact the buyer to discuss shipping options, which options may include provision of an alternative shipping address in a state where the direct shipment of wines to consumers is permitted or storage of the wines at an acceptable third-party storage facility.
5.6 DFW SMS Alert and Notification Service. If you enroll in DFW’s SMS Alert and Notification Services, you will be subscribed to receive text messages from DFW containing shipment status details about your DFW orders. Message frequency depends upon your account activity and number of purchases. SMS messaging is not available in all areas. Not all mobile devices or handsets may be supported. DFW and the mobile carriers are not liable for delayed or undelivered messages.
DFW does not charge a separate fee for this service; however standard message and data rates may apply from your mobile carrier. Text messages sent to your mobile phone are subject to the Agreement and conditions of your mobile carrier. By providing your consent to participate in this service, you approve any charges imposed by your mobile carrier. Charges for text messages may appear on your mobile phone bill or be deducted from your prepaid balance. You may unsubscribe from the DFW SMS Alert and Notification Service by calling 707-944-1500.
5.7 DFW Happiness Promise. Every bottle we send you is protected by our signature Happiness Promise. If you don't like a wine for any reason, we will either replace the bottle or refund you in full, whichever you prefer. You do not need to return any bottles. To request a Happiness Promise, or if you are dissatisfied with your DFW purchase for any reason, please contact our DFW Member Experience Team at 707-944-1500, email us at email@example.com, or chat us at dryfarmwines.com, so we can resolve your concerns.
5.8 DFW Gifts Cards
5.8.1 Purchase. E-Gift Cards (collectively “Gift Cards”) may be purchased at www.dryfarmwines.com/products/gift-card. Gift Cards and their use are subject to this Agreement. In order to purchase a Gift Card, you will need to provide certain information, including but not limited to, recipient email address, recipient name, and a valid credit card number. The value of a Gift Card will show up in the recipient's account as an account credit or the Gift Card may be submitted as payment at the time of a DFW product purchase. The purchase of a Gift Card is non-refundable and not cancellable.
5.8.2 Use. In order to redeem a Gift Card, the recipient must be a resident of the United States in a state where DFW is legally able to directly ship wine. Gift Cards must be redeemed toward the purchase of eligible products on DFW sites and applications. Purchases are deducted from the Gift Card balance. Any unused Gift Card balance will be placed in the recipient's DFW account as credit. If an order exceeds the amount of the Gift Card, the balance must be paid with a credit card or other available payment method.
5.8.3 Priority of Credit Use. When making a purchase with a Gift Card, the value of the purchase plus any shipping/handling fees and sales tax, if applicable, will be automatically deducted from your account credits. Priority of account credit use shall be as follows: first, credits that have an expiration date (for example, referral credits), and second, credits that do not have an expiration date (for example, Gift Cards). Within a specific class of credits, credits will be used according to their age (oldest being used first).
5.8.4 Referral Credits. If a purchaser buys an E-Gift Card for a non-member of DFW and the recipient then becomes a member of DFW, the purchaser will not receive any referral fee if the recipient's first purchase is with a Gift Card.
5.8.5 Cancellation and Expiration. After delivery of an email confirmation of the purchase a Gift Card, the Gift Card cannot be cancelled and the purchase is final and non-refundable. Gift Cards do not have an expiration date.
5.8.6 Limitations. (1) Gift Cards may only be used on DFW sites and applications, toward the purchase of eligible products. If a purchase exceeds the amount of the Gift Card, the balance must be paid with a credit card or other available payment method; (2) Gift Cards cannot be used to purchase additional Gift Cards; (3) Gift Cards cannot be reloaded, resold, transferred for value, redeemed for cash or applied to any other account, except to the extent required by law; (4) unused Gift Card account credits may not be transferred.
5.9 Risk Of Loss. All items purchased from DFW are made pursuant to a shipment contract. The risk of loss and title for all such items that you purchase from DFW shall pass to you upon our delivery to the first carrier. With respect to Gift Cards, the risk of loss and title pass to the purchaser upon electronic transmission to the purchaser recipient or delivery to the carrier, whichever is applicable. If your Gift Card is lost or stolen and you have proof of purchase, DFW (in its sole discretion) may issue a replacement for the balance shown in its records. DFW is not responsible if a Gift Card is lost, stolen, destroyed, or used without your permission.
6. DISCLAIMER OF WARRANTIES
THE DFW SITES, APPLICATIONS , SERVICES, ANY DFW IP ASSETS AND ANY OTHER CONTENT PROVIDED ON OR THROUGH THE DFW SITES, APPLICATIONS AND SERVICES ARE ALL PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND DFW HEREBY EXPLICITLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
NEITHER DFW, ITS AFFILIATES, NOR ANY PERSON ASSOCIATED WITH DFW OR ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE DFW SITES, APPLICATIONS, SERVICES, ANY DFW IP ASSETS OR THEIR CONTENT.
WITHOUT LIMITING THE FOREGOING, NEITHER DFW, ITS AFFILIATES, NOR ANYONE ASSOCIATED WITH DFW OR ITS AFFILIATES REPRESENTS OR WARRANTS THAT THE SITES, APPLICATIONS, SERVICES, ANY DFW IP ASSETS OR THEIR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR THE DFW SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE DFW SITES AND APPLICATIONS OR THEIR CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7. LIMITATION OF LIABILITY
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, IN NO EVENT WILL DFW, ITS AFFILIATES, ITS LICENSORS, ITS CONTENT PROVIDERS, OR ANY OF DFW’S OR ITS AFFILIATES’ DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE DFW SITES, APPLICATIONS,SERVICES, OR DFW IP ASSETS, OR TO REDEEM A GIFT CARD, OR ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. USE OF THE DFW SITES, APPLICATIONS, SERVICES, DFW IP ASSETS OR THEIR CONTENTS IS AT YOUR SOLE RISK. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THE PARTIES AGREE THAT DFW’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED IN THE PRIOR TWELVE MONTH PERIOD BY DFW FROM A USER UNDER THIS AGREEMENT. IN THE EVENT A GIFT CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND DFW’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH GIFT CARD.
8. INDEMNIFICATION. You agree to defend, indemnify and hold harmless DFW, its affiliates, and their officers, directors, employees, agents, licensors, content providers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Agreement or your use of any DFW Sites, Applications, Services, DFW IP Assets or any content therein.
9. SUBMITTED MATERIALS AND IDEAS. While we appreciate your interest in DFW and our business, DFW does not want and cannot accept any ideas or information users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of DFW might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. All comments, suggestions, ideas, drawings, images, concepts, or other information or materials disclosed or offered to us by you through the Services or in response to solicitations on DFW Sites or through Applications (unless otherwise noted) shall be deemed to be non-confidential and non-proprietary.
10. LINKS TO THIRD-PARTY WEBSITES. DFW Sites, Applications or Services may contain links to third-party websites. These links are provided for your convenience only. DFW has no control over third-party websites and we are not responsible for the content of such websites or the privacy practices of those third-party websites. If you decide to access a third-party website linked from the DFW Sites or Applications or any other feature of our Services, you do so entirely at your own risk and your use of those sites is subject to those websites’ terms and conditions and privacy policies.
11. DISPUTES; GOVERNING LAW; JURISDICTION
READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS HOW CLAIMS YOU AND DFW MAY HAVE AGAINST EACH OTHER ARE DETERMINED.
11.2 Jurisdiction. You hereby expressly agree that exclusive jurisdiction for any claim or dispute with us (or any of our affiliates) or relating in any way to your use of the Site or any Services resides in the courts of the County of San Francisco, State of California, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the County of San Francisco, State of California, in connection with any such dispute and including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE WITH RESPECT TO YOUR USE OF THE SITE OR OUR SERVICES, ANY PURCHASE, OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR OUR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE ACT OR OMISSION GIVING RISE TO THE CLAIM OR CAUSE OF ACTION AROSE.
11.3 Prohibition of Class, Representative, and Consolidated Actions. You and DFW agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action. Unless both you and DFW agree otherwise, the arbitrator may not join more than one party’s claims, and may not adjudicate or determine any form of a representative, class, or consolidated proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party bringing the claim, if such relief is warranted by the facts and law. Any relief awarded by the arbitrator will not affect other DFW members. You and DFW also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
12. TERMINATION OF THIS AGREEMENT. We may terminate this Agreement or terminate or suspend your access to the DFW Site, Application or any other parts of the Services, delete your profile and any content or information that you have posted on the DFW Site, Application or through any other Services and/or prohibit you from using or accessing the DFW Site, Application, or Services (or any portion, aspect or feature of the foregoing) for any reason, or no reason, at any time in our sole discretion, with or without notice to you, effective immediately, which may result in the forfeiture and destruction of all information or other content associated with you and your activities in connection with the DFW Site, Application, or other Services. In the event of termination for any reason you will still be bound by your obligations under this Agreement, including the representations and warranties made by you, and by the disclaimers and limitations of liability. Additionally, we will not be liable to you or any third party for any termination of your access to the DFW Site, Application or other Services.
13. MISCELLANEOUS PROVISIONS
13.1 Entire Agreement; Waiver; Severability. This Agreement constitutes the entire agreement between DFW and each User with respect to the subject matter hereof, and supersedes and replaces any prior agreements we might have had between us regarding such subject matter. DFW’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect.
13.2 Remedies. User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use of the Site or any of the Services and therefore User agrees that DFW shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
13.3 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
13.4 Binding Effect; No Assignment by Client; Permissible Assignment by DFW. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that User may not assign this Agreement, in whole or in part, without the prior written consent of DFW (which it may or may not grant in its discretion). Any purported assignment in violation of this Section shall be void. DFW shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
13.5 United States Only. Unless otherwise specified, the DFW Services are presented solely for the purpose of promoting products and services available in the United States. DFW makes no representation that the DFW Services are appropriate or available for use in other locations. If you access DFW Services from locations outside the United States, you do so at your own risk and you are responsible for compliance with any applicable local laws.
14. CONTACT INFORMATION
If you have questions or comments about this Agreement or the DFW Sites, Applications or Services, please write, phone or email us via the contact information below:
Dry Farm Wines
PO Box 3566
Yountville, CA 94599
Email Us: firstname.lastname@example.org
©2020 Dry Farm Wines LLC. All Rights Reserved.