Website Terms of Service

Introduction; Your Agreement to the Terms of Service.

Welcome to the website of Terroir Wine Services, Inc. (“the Company”).  The following Terms of Service (as defined below) apply to all users of www.terroirwineservices.com and its associated websites (collectively, the “Site”).  The following Terms of Service for the Site is an agreement between you, an individual user (“You”), and the Company regarding your use of the Site.  You and the Company are referred to herein individually as “Party” or collectively as the “Parties”.  When using the Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”).  All Guidelines are hereby incorporated by reference into the Terms of Service.

BEFORE USING THE SITE, PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY.  BY ACCESSING, BROWSING, OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS OF SERVICE” OR “TERMS”).  IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE SITE.

1.    Eligibility.  In order to use the Site, You must be the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in the Terms and to abide by and comply with the Terms.  You represent that You meet the eligibility requirements in this Section and that You are over the age of majority in your state or country of residence.

2.    Privacy Notice. Your privacy is important to the Company.  The Company’s Privacy Policy is hereby incorporated into the Terms by reference.  Please read the Privacy Policy located at www.terroirwineservices.com/privacy_policy.html carefully for information relating to the Company’s collection, use, and disclosure of your personal information.

3.    Modification of the Terms.  From time to time, the Company may change, remove, add to (including without limitation by way of additional terms) or otherwise modify the Terms, and reserves the right to do so in its discretion. In that case, we will post the updated Terms, as relevant, to the Site and indicate the date of revision. We encourage You to periodically review the Terms. Your continued use of the Site after new and/or revised Terms have been posted indicates that You have read, understood and agreed to the current version of the Terms.

4.    Site Access.  The Company grants You permission to use the Site, as set forth in the Terms, provided that, and for so long as (i) You use the Site solely to obtain information available on the Site to the general public regarding the Company and its products and services; (ii) except as expressly permitted in the Terms, You do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Site in any medium without the Company’s prior written authorization; (iii) You do not alter or modify any part of the Site; (iv) You do not engage in any of the prohibited uses described below; and (v) You otherwise fully comply with the Terms.  The Site is controlled and offered by the Company from its facilities in the United States of America.  The Company makes no representations that the Site is appropriate or available for use in other locations.  If You are accessing or using the Site from other jurisdictions, You do so at your own risk and You are responsible for compliance with local laws.  You are responsible for maintaining the confidentiality of your login credentials and are fully responsible for all activities that occur under your login credentials. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your login credentials.

5.    Use of Online Payment Services.

    (a)    The Site may allow for online payments to be made through a third party for products and services which may be offered on or through the Site from time to time.  The Company may send information about your purchases or subscriptions directly to your email account and such emails may include details of your account and/or transactions made using your account.  By making an online payment, You consent to the receipt of such emails whether or not that address includes a designation for delivery to the attention of any particular person and whether or not anyone other than You is able to access and/or read emails sent to such address.

    (b)    Credit card information is not collected or received by the Company as all payments are processed through a third party.

    (c)    You agree that You will not intentionally provide false information when accessing or using the Site and that You will not falsify, forge, or otherwise tamper with any information contained on the Site. Additionally, please take note of the following guidelines, which will assist You in detecting certain types of Internet and e-mail fraud (i.e. “phishing”). 

        (i)    The Company will never send You an e-mail requesting You to validate personal information.

        (ii)    The Company will never ask You to update your social security number, date of birth, or driver license number via email.

    (d)    You are responsible for paying all taxes levied in connection with your use of the services provided on the Site. Your credit card company or bank may impose other fees, such as foreign exchange fees, in connection with your payment. 

    (e)    Certain services may require You to purchase a subscription in order to access all or part of such services. Subscription fees are non-refundable, except as otherwise stated in any other agreements You may have with the Company.

6.  Ownership; Proprietary Rights.  As between the Parties, the Site, including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Site that are provided by the Company (“Site Materials”) are owned and/or licensed by the Company or the suppliers of such content.  Except as expressly authorized by the Company, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Site or the Site Materials.  The Company reserves all rights not expressly granted in the Terms.  You shall not acquire any right, title, or interest to the Site Materials, except for the limited rights set forth in the Terms. The compilation of all content included in or made available through the Site is the exclusive property of the Company and protected by U.S. and international copyright laws.  In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Site are trademarks or trade dress of the Company. The Company’s trademarks and trade dress may not be used in connection with any product or service that is not the Company’s in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company. All other trademarks not owned by the Company that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company.

7.    Prohibited Uses.

    (a)    By using this Site, You agree that:

         (i)    You will not upload or transmit any communications or content of any type that infringes or violates any rights of any party.

       (ii)   You will not use the Site for any purpose that is unlawful or prohibited by the Terms including, without limitation, the prohibitions in this Section.

        (iii)  You will not use this Site as a means to distribute advertising or other unsolicited material to any third party.

      (iv)  You will not impersonate another person, falsely state or otherwise misrepresent your affiliation with a person or entity, or create any false account information for yourself or any other person.

       (v)   You will not defame, harass, abuse, threaten, stalk or defraud users of the Site, or collect, or attempt to collect, personal information about users or third parties.

      (vi)  You will not hold the Company, or any of its affiliates, liable for damages including (but not limited to) loss of wages, revenue or business because of any services related to or provided by this Site. 

     (vii)   You will indemnify the Company and any of its affiliates or organizations, and any of its successors, assigns or licensees, together with any of their respective officers, directors and employees, against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to your use of the Site, or any breach or violation of this Agreement or any other term or condition contained on the Site.

    (viii)  You will not upload any media that contains software viruses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of any computer software or this Site.

      (ix)    You will not intentionally interfere with or damage, impair or disable the operation of the Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.

     (x)    You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.

    (xi)    You will not attempt to gain unauthorized access to the Site, or any part of it, or other computer systems or networks connected to the Site, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.

    (xii)    You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.  You agree neither to modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site, or any portion thereof.

    (xiii)    You will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without the Company’s express written permission or bypass robot exclusion headers or other measures the Company may use to prevent or restrict access to the Site, or any portion thereof.

    (xiv)    You will not utilize framing techniques to enclose any trademark, logo, or other the Site Materials without the Company’s express written consent.  You agree not to use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the Company’s express written consent.

    (xv)    You will not deep-link to the Site and will promptly remove any links to the Site that the Company finds objectionable in its sole discretion.

    (xvi)    You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof.

    (xvii)    You will not modify, adapt, translate, or create derivative works based upon the Site or any part thereof.

    (xviii)   You will not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Site, use of the Site, or access to the Site.

    (xix)   You will not to use the Site if You do not meet the eligibility requirements described in Section 1 above.

    (xx)    You will comply with all user responsibilities and obligations as stated in these Terms.

    (xxi)   Any use by You of any of the Site Materials and the Site, other than as permitted herein, is prohibited.

(b)    The Company reserves the right, but is not obligated, to: 

        (i)    Remove communications that are abusive, illegal or disruptive, or that otherwise fail to conform to these Terms.

        (ii)    Terminate your access to the Site or any feature on the Site upon any breach of these Terms; and edit or delete any communications posted on the Site, regardless of whether such communications violate these standards.

8.    Links and Third Party Websites.  The Company or third parties may provide links on the Site to other sites including the content therein (“Reference Sites”).  The Company has no control over such Reference Sites or their content and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the Site.  The Company provides links to You only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein.  ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.  The Terms do not govern your use of any site other than the Site.  You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

9.    Availability of Service.  The Company may make changes to or discontinue any of the products or services described on the Site at any time, and without notice.  The media, products, or services on the Site may be out of date, and the Company makes no commitment to update these materials on the Site.

10.   Terms of Service Violations; Termination.

    (a)  The Company.  You agree that the Company, in its sole discretion and for any or no reason, may terminate availability of the Site (or any part thereof). You agree that your access to the Site, or portion thereof, may be terminated without prior notice and You agree that the Company shall not be liable to You or any third-party for any such termination.  These remedies are in addition to any other remedies the Company may have at law or in equity.

  (b)  User. If You are dissatisfied with the Site, please let us know at admin@terroirwineservices.com.  Your input is valuable to us.  Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of the Terms, (iii) any policy or practice of the Company in operating the Site, or (iv) any content or information transmitted through the Site, is to discontinue your use of any and all parts of the Site.

11.    Indemnification; Hold Harmless.  YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY, AND ITS SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY'S FEES) ARISING OUT OF (i) YOUR USE OF MISUSE OF THE SITE; (ii)  YOUR VIOLATION OF THE TERMS; (iII) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY USING THE SITE; AND (iv) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS.  THE COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS.  YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.  THE COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

12.    Disclaimers; No Warranties.

(a)   Acknowledgement.  YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 12, THE TERM COMPANY INCLUDES COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, STOCKHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.

(b)  No warranties.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

(c)    “As is” and “As available” and “With All Faults.”  YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK.  THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

(d)   Website Operation.  THE COMPANY DOES NOT WARRANT THAT THE SITE MATERIALS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

(e)  Accuracy.  THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(f)   Harm to Your Computer.  YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

13.   Limitation of Liability and Damages.

(a)    Limitation of Liability.  UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE COMPANY MATERIALS, THE SITE ITSELF, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b)    Limitation of Damages.  IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100 USD).

14.    Limitations by Applicable Law; Basis of the Bargain.

(a)    Limitations by Applicable Law.  CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.  THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

(b)    Basis of the Bargain.  YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS PERMITTED YOU TO ACCESS THE SITE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY.  YOU ACKNOWLEDGE AND AGREE THAT COMPANY WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15.    Miscellaneous.

(a)   Notice.  The Company may provide You with notices, including those regarding changes to the Terms, by postings on the Site.

(b)   Governing Law.  The Terms shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., without giving effect to any principles of conflicts of law.  

(c)    Jurisdiction.  You agree that any action at law or in equity arising out of or relating to the Terms or the Site shall be filed only in the state or federal courts in and Miami-Dade County, Florida and You hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.  

(d)   Waiver.  A provision of the Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision.  The failure of the Company to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision.

(e)   Severability.  If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

(f)   Independent Contractor.  You agree that no joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of the Terms or use of the Site.

(g)   Headings.  The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.

(h)    Claims.  YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

(i)    Disclosures.  The services hereunder are offered by Terroir Wine Services, Inc., 1013 Centre Road, Suite 403-A, Wilmington, DE 19805, admin@terroirwineservices.com, +1 302-415-3036.  If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with your email address and a request for this information.

Last Updated:  July 25, 2021