THESE TERMS OF USE INCLUDE YOUR AGREEMENT TO A MANDATORY ARBITRATION PROVISION IN SECTION 16 BELOW THAT GOVERNS DISPUTES BETWEEN US THAT (OTHER THAN LIMITED EXCEPTIONS STATED IN THE ARBITRATION PROVISION) REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, INCLUDING A WAIVER OF THE RIGHT TO A JURY TRIAL AND A CLASS ACTION WAIVER.  

 

IN THE EVENT YOU JOIN A WINE CLUB AS REFERENCED BELOW, THESE TERMS OF USE OR RELATED HYPERLINKS HEREIN ALSO INCLUDE YOUR AGREEMENT TO THE AUTOMATIC RENEWAL OF YOUR WINE CLUB MEMBERSHIP AND A MINIMUM PURCHASE AS DESCRIBED IN SECTION 3 BELOW.

 

1. Acceptance of Terms of Use, Modifications of Same and Age Requirement. 

• 1.1 These Terms of Use (the “Terms”) are entered into by and between you and Terlato Wine Group Ltd., and Chimney Rock Winery, Rutherford Hill Winery, Sanford Winery, Klipsun (collectively, “TWG” or “We” or “Us” or “Our”) and you. By accessing, using, registering for, or purchasing products (the “Products”) or services (the “Services”) through TWG and its related websites and applications owned or operated by or on behalf of TWG, including through the secure order process, together with all other websites and applications, the “Websites”), you agree to be bound by these Terms.
• 1.2 By using the Websites or clicking to accept or agree to these Terms, you are agreeing to be bound by these Terms as they are stated at the time of your use of the Websites.
• 1.3 TWG reserves the right to modify these Terms at any time, and therefore, We recommend that you read these Terms carefully each time you use the Websites. If you do not agree with these Terms, you should not access, use, register for, or purchase Products from the Websites.
• 1.4 You must be at least 21 years of age to access and purchase Product through the Websites. All content, offers and promotions on the Websites are intended for legal use and may not be used or discussed in a manner that is illegal. As the consumer, it is your responsibility to know your local, state and federal laws regarding use.

 

2. User Account Registration

• 2.1 In the course of your use of our Websites, We may collect your personal information when you access or use the Services (“User Information”). Our information collection and use policies with respect to such User Information are set forth in the Privacy Policy and Cookie Notice . Our Privacy Policy contains information about how We use and disclose the personal information We collect about you. You acknowledge and agree that you are solely responsible for the accuracy and content of the User Information you provide to Us.
• 2.2 To access certain features of our Websites, you may be required to register and to select a user name and password (a “User ID”) during the secure order process to create an account (your “Account”). When you register for an Account, you agree to provide Us with accurate and complete registration information. You are responsible for maintaining the security and confidentiality of your User ID. You are not authorized to share your User ID with any other person and agree to immediately notify Us of any unauthorized use of your User ID of which you become aware. TWG is not responsible for any losses arising out of the unauthorized use of your Account or User ID. TWG has the right to refuse registration of, or cancel, your User ID in its sole discretion.
• 2.3 In order to purchase any of the Products, you must supply certain User Information, including your full name, date of birth, billing and shipping address, telephone number, and payment card information to TWG. By providing this information, you authorize TWG to charge any of your purchases to the payment card provided and retain your billing information for future transactions on your Account. You represent that all information you provide to TWG will be accurate, complete, and current and that you will comply with the terms of any agreement that you may enter into governing your purchase of a Product or Service. You further agree to promptly update your Account information if it changes, including your email address and credit card numbers and expiration dates, so that We can complete your transactions and contact you as needed. You shall be responsible for all charges incurred through your Account as well as for paying any applicable taxes. Your right to use the Service or a specific Product is conditional upon our receipt of payment. If any charge is declined by your payment card, We reserve the right to immediately either suspend or terminate your Account and access to the Websites.

 

3. Website Purchases; Wine Club Memberships

• 3.1 You agree that your order through the Websites is an offer to buy, under these Terms, all Products listed in your order (an “Order”). You may purchase Products from the Websites by using the options listed in the secure order process. TWG reserves the right to change its accepted payment methods at any time without notice to you. We may choose not to accept Orders at our sole discretion, even after We send you a confirmation email with your Order number and details of the items you have ordered. You represent and warrant that you are buying Products or Services from the Websites solely for your own personal or household use and not for resale or export. In order to serve all Users, TWG reserves the right to limit quantities of Orders to only one (1) of any such Product(s) purchased and reserves the right to cancel multiple Orders of any limited quantity Product purchased by the same User and/or shipped to the same delivery address. Orders that you place may be cancelled by you up to one (1) hour after the Order has been placed unless a longer period is required under applicable law. In order to cancel an Order during the one (1) hour period, you must cancel by calling the Website’s customer service telephone number.   Additional information and policies concerning gift cards may be found here: https://twg.cardfoundry.com/giftcards.php.
• 3.2 All prices, discounts, and promotions posted on the Websites are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the Order is placed and will be included in your Order confirmation email. Price increases will only apply to Orders placed after such changes become effective. Posted prices do not include taxes or charges for shipping and handling. All such taxes and shipping and handling charges will be added to your purchase total, and will be itemized in your shopping cart and in your Order confirmation email. All wine purchases are non-returnable and non-exchangeable.
• 3.3 We reserve the right to limit the sales of our products to any person, geographic region, or jurisdiction in Our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any product made on this site is void where prohibited by applicable law.
• 3.4 We offer a variety of wine clubs. By joining any of Our Wine Club Memberships (“Membership”), you agree to purchase the specified allocations of Product in one calendar year as designated in your specific Membership level And you agree to the terms and conditions of such Membership, described here: https://www.chimneyrock.com/Club  Unless canceled by you, your membership will further continue past the initial one-year term. You may cancel at least fourteen days prior to any shipment date after the initial one-year term and receipt of a minimum of at least three club shipments in that year. Thereafter, you may cancel your membership at any time by emailing us at club@chimenyrock.com. Cancellations prior to receiving the required minimum will be responsible for reimbursing the winery for any incentives received in conjunction with membership.
• 3.5 As a condition of your Membership, you agree we may charge your credit or debit card on or about the shipping date for each allocation, plus taxes and shipping charges except that we provide complimentary shipping for some Membership tiers. Prices for any allocation are subject to change without notice to you and are available at https://www.chineyrock.com/Club
• 3.6  You will receive an "Upcoming Allocation Notice" via email roughly seven days prior to the processing of your allocation. The email will let you know which wines are included in the allocation, the total cost (excluding taxes and shipping), when your card will be charged and when the allocation will ship, weather permitting. Changes or updates to your Account must be made by the deadline noted in that email to avoid any redirection or return fees.  All returned allocations or Orders will be subject to a $15.00 reship fee.

• 3.7  We can help customize your club allocations, and you are permitted to add to your order or select alternative wine selections prior to the deadline for each allocation. Please e-mail club@chimneyrock.com to customize your club allocation.

• 3.8  In the event of extreme heat or cold in your area, you will be charged for the allocation and the order will ship when weather permits. We are able to delay shipments as reasonably requested by you; however, You may not skip or cancel allocations in the first year of your Membership.

• 3.9 All wine deliveries require a signature of someone 21 or older, so business addresses are preferred. We cannot ship Products to a P.O. Box.

• 3.10  “Will Call” members may enjoy a 30-day window to pick up their allocations. Any remaining allocations after the designated 30-day window will ship to the address on file in your Account and shipping fees will apply.

 

 4. Product Shipping

• 4.1 We do not ship Puerto Rico, Guam, the US Virgin Islands, any US territory or overseas military addresses, or internationally.  A current list of states to which We currently ship Products is available on the Website. For information regarding shipping to any other state, please contact Us at 1-800-426-9463.
• 4.2 TWG reserves the right to refuse or cancel any Order (a) placed for Products that are to be shipped to states or jurisdictions where the sale or use of which is prohibited or restricted for any reason, including in your specific state or jurisdiction.
• 4.3 The risk of loss and title for all products ordered on the Websites passes from Us to you when the product is delivered by TWG to the shipping carrier. TWG is not liable for any delays or losses in shipment.  Wine purchases are non-refundable. Shipments that are refused or returned are subject to a reshipping fee at TWG’s sole discretion. Upon receipt, proof of legal age using a valid government identification may be required.
• 4.4 You should contact our Websites’ customer service directly via the contact information provided below or on the applicable Website for any inquiries or customer service issues related to Products purchased through the Websites.

 

5. License

• 5.1 We grant you a non-exclusive, non-assignable and non-transferable license to access the Websites only in accordance with these Terms. Copying, displaying, publishing, reprinting, distributing, or modifying any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). The Websites, including their entire Contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the TWG, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
• 5.2 You agree not to modify, amend, reduce the size of or in any way obliterate any warnings, liability limitations, disclosures or notices (including any copyright or trademark notice) associated with the information. You may not sell or modify, reproduce, display, publicly perform, distribute or otherwise use Website material in any way for any public or commercial purpose. You may not copy or adapt any scripts, markup (including HTML) any source code or other Content that TWG creates to generate the pages of the Websites, all of which is also protected by TWG’s copyrights.
• 5.3 Except as expressly set forth herein, nothing in these Terms grants you any rights in respect of any intellectual property owned by TWG or its licensors, and you acknowledge that you do not acquire any ownership rights by accessing or using the Websites. All intellectual property rights in the Websites, including the Content are owned by TWG or its licensors. You acknowledge and agree that the Websites, its Content, content contained in sponsor advertisements and information presented to you through the TWG Websites contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by TWG in writing, you agree not to copy, modify, publish, transmit, transfer, display, rent, lease, loan, sell, distribute or create derivative works based on the Websites, in whole or in part. 
• 5.4 The Websites contain material, such as text, graphics, images, and other material provided by or on behalf of Us (the “Content”) that is owned by Us or our licensors and is protected under both United States and foreign laws. We reserve all rights to our Content and may at our discretion, change Content, remove Content, restrict access to certain Content sections of the Websites, or discontinue any aspect of the Websites, without notice or penalty.
• 5.5 We also retain all rights, title, and interest in and to the Websites, including all data, Content, specific implementations of code, the look and feel, the design, and all other aspects of the trade dress of the Websites, and retain all intellectual and property rights therein. The Websites contain and reference trademarks, patents, trade secrets, technologies, products, processes or other proprietary rights of TWG. No license or right to or in any such trademarks, patents, trade secrets, technologies, products, processes and other proprietary rights of TWG and/or other parties is granted to or conferred upon you and you may not:
  • Use our trademarks, service marks or logos without our written permission in each instance;
  •  Copy or use the Content for any purpose other than your own personal use in accordance with these Terms;
  • Remove any copyright or other proprietary notices contained in the original Content on any copy you make of the Content;
  • Sell, transfer, assign, license, sublicense, or modify the Content, or use the Content for any public or commercial purpose
• 5.6 If you violate any of these Terms, your permission to use Website material automatically terminates and you must immediately destroy any copies you have made of Website material. We reserve the right to withdraw or amend the Websites, and any service or material We provide on the Websites, at any time, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Websites becomes unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Websites, or entire Websites, to you or other Website users (such other Website users, the “Users”). 

 

 6. Limitations of Liability

• 6.1 You expressly agree to assume all risk regarding the performance of the Websites and the accuracy of Website material. Changes are periodically made to the Websites and to information contained in the database(s) from which information the Websites is derived. The information and services included in or available through the Websites may include inaccuracies and/or typographical errors. Use of the Websites is at your own risk, and you agree that TWG is not liable for any inaccurate information contained in or derived from the Websites. TWG may make improvements and/or changes to the Websites at any time. Including the correction of any errors, inaccuracies or omissions, and to change or update information or cancel Orders if any information on the Websites that is inaccurate at any time without prior notice (including after you have submitted your Order).
• 6.2. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE WEBSITE, ALLOW YOU TO PURCHASE PRODUCTS AND SERVICES AND COLLECT PAYMENT FROM YOU IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES.
• 6.3 YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OPPORTUNITIES, BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR PURCHASE, USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE WEBSITE OR PRODUCTS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.
• 6.4 WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE PRODUCTS, SERVICES OR FOR ANY INFORMATION APPEARING ON ANY OTHER WEBSITE LINKED TO OUR WEBSITES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITES, PRODUCTS OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITES, PRODUCTS AND SERVICES.
• 6.5 OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE WEBSITES, PRODUCTS OR SERVICES IS LIMITED, IN AGGREGATE, TO THE GREATER OF (i) THE TOTAL AMOUNT OF YOUR PURCHASES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO OUR LIABILITY, AND (ii) TEN DOLLARS (U.S. $10.00).
• 6.6  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT DO SO, THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
• 6.7  WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, HACKING, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, DISEASE, PANDEMIC, WAR, TERRORISM, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS, TRIBUNALS OR GOVERNMENT AGENCIES, OR NON-PERFORMANCE OF THIRD PARTIES.

 

7. Disclaimer of Warranties

• 7.1 THE WEBSITES AND ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO OR PURCHASED BY YOU THROUGH THE WEBSITES ARE PROVIDED BY TWG “WITH ALL FAULTS” AND ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING.
• 7.2 TWG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR ANY PRODUCTS INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO OR PURCHASED BY YOU THROUGH, THE WEBSITES, UNLESS OTHERWISE SPECIFIED IN WRITING, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK.
• 7.3 We make no warranty that the Websites, Products or Services will meet your requirements, or that the Websites will be uninterrupted, timely, secure, or error free; nor do We make any warranty as to the results that may be obtained from the use of the Websites, Products or Services, or that defects in the Websites, Products or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material and/or Our Content. No advice or information, whether oral or written, obtained by you from Us through the Websites, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
• 7.4 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE THESE EXCLUSIONS MAY NOT APPLY IN INDIVIDUAL CASES.  YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE.  TO THE EXTENT  TWG IS NOT PERMITTED, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

 

8. Restricted and Permitted Uses

• 8.1 You represent and warrant that (1) you are at least 21 years of age; (2) you have full power and authority to agree to these Terms and perform all of your obligations hereunder; (3) you are located in the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Websites if you have previously been prohibited from doing so or if any laws prohibit you from doing so.
• 8.2 Without limiting the generality of any other provisions in these Terms, you further agree you shall not and you also agree not to allow any other individual or entity to:
  •  Create Accounts by automated means or under false or fraudulent pretenses or transmit to other Users unsolicited electronic communications, such as “spam,” or otherwise engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Websites, or which, as determined by Us, may harm the TWG’s or Users’ use or enjoyment of the Websites or expose them to liability;
  • Collect or store personal data about other Users in connection with the prohibited activities described in these Terms;
  • Submit content that is indecent, pornographic or otherwise objectionable, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity, as determined by TWG in its sole discretion
  • Submit to the Websites any content that falsely states or implies that such content is sponsored or endorsed by TWG;
  • Access or attempt to access data or other information not intended for your use or log into an Account that you are not authorized to access;
  • Submit content to the Websites that is unlawful or facilitates, constitutes, promotes or encourages illegal activity, or otherwise use the Websites to transfer or store illegal material, including any material deemed threatening or obscene;
  • Use the Websites’ or TWG’s name, logo, or brand to send any unsolicited or unauthorized content, including advertising, promotional materials, email, junk mail, spam, or other content using the Websites’ or TWG’s trademarks, logos, URLs, or product names without TWG’s written consent;
  • Systematically download and store any Content;
  • Take any action that imposes, or may impose, in Our sole discretion, an unreasonable or disproportionately large data or traffic load on the Websites or the IT infrastructure used to operate and make the Websites available;
  • Use the Websites for any unauthorized, fraudulent, or malicious purpose;
  • Attempt to probe, scan, or test the vulnerability of the Websites or its network or otherwise to access systems, data or information not intended by Us to be made accessible to a User;
  • Transmit or otherwise make available material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Websites;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” data mine or otherwise gather any Content, or reproduce or circumvent the navigational structure or presentation of the Websites, without TWG’s express prior written consent;
  • Remove any copyright, trademark, or other proprietary rights notice contained in or on the Websites;
  • Download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the Websites;
  • Use the Websites in a way that violates any federal, state, local, or international law, rule or regulation, or these Terms; or
  • Use the Websites for any use other than the purpose for which they were intended.
• 8.3 In the event that you inadvertently obtain access to information belonging to or intended for a third party through the Websites, you will: (i) not produce a physical copy of such information; (ii) disregard such information; and (iii) immediately inform TWG of such inadvertent access, including all of the circumstances leading to and surrounding such access and any dissemination of such third-party information beyond the Websites and all steps taken by you or on your behalf to prevent the further dissemination of such third-party information.

 

  9. Website User Submissions

• 9.1 Except for personal information as described in and collected under the guidelines established by Our Privacy Policy, you agree that, to the extent applicable, all submissions by you (e.g., comments, feedback, submissions, suggestions, questions, reviews, and photographs), in any media or medium and regardless of format, made by you or on your behalf, whether offered or disclosed to TWG on or through the Websites, e-mail, or otherwise (collectively, “User Submissions”) will be considered non-confidential and non-proprietary and may be used by TWG for any purpose. By submitting User Submissions to TWG, you hereby irrevocably transfer, assign, and will assign (and where possible, assign hereby by way of present assignment of future rights) to TWG all right, legal and beneficial title and interest, including all underlying intellectual property rights in and to the User Submissions, and all goodwill howsoever arising in respect to the foregoing shall accrue to TWG. You further agree to waive and never to assert any copyrights or other rights that you may have in such User Submissions. You further agree and acknowledge that TWG will be free to copy, disclose, distribute, incorporate and otherwise use or destroy the User Submissions and all data, images, sounds, text and other things embodied in the User Submissions for any and all commercial or noncommercial purposes.
  • TWG will have the right, in Our sole discretion, to monitor, evaluate, and analyze User Submissions, and any use of and access to the TWG Websites, including to determine compliance with these Terms and any other operating rules that may be established by TWG from time to time.
  • You may not post, upload or transmit any User Submissions that infringes or otherwise violates any copyright, patent, trademark, trade secret, publicity or privacy right or other proprietary right of any party, or is proprietary to a third party, without such third party’s prior written consent.
  • You are solely responsible for any User Submissions you post, publish or display on the Websites. We reserve the right, but undertake no obligation, to monitor disputes between you and any other user, or any other entity or individual, in connection with the Websites. You are solely responsible for the resolution of any disputes that arise between you and any other user.
  • You represent and warrant that you own or control all rights in and to the User Submissions and have the right to grant the ownership rights granted in this Section to TWG and Our partners and Our respective licensees, successors and assigns.

 

 10. Electronic Communications

• 10.1 By entering into these Terms or using the Services, you agree and consents to receive electronic communications from Us via e-mail, push notifications or other electronic means, including by posting on the Websites. These communications may include information about your Order, operational notices about the Services or your Account (e.g., password changes and other transactional information), and are part of your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. If you wish to opt out of promotional emails, you can unsubscribe from Our promotional email list by following the unsubscribe options in the promotional email itself.
• 10.2 By providing your phone number to Us, you consent to receive calls or text messages at any such phone number sent by Us or on Our behalf. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that We send. If you wish to opt out of promotional calls or texts, you may respond to any promotional text received on your mobile device with the word “stop” to opt out of promotional texts.
• 10.3 You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Websites, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing.

 

11. DMCA

• 11.1 If you believe that any of the Content accessible through the Sites infringes your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to Our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow Us to locate that material.
  • Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
 
Attn: Copyright Agent, Legal Department
Terlato Wine Group
900 Armour Drive, Lake Bluff, IL 60044
1-847-604-8900
copyrightagent@twg.com
 
If you fail to comply with all of the requirements of Section 512(c)(3) of DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

• 11.4 If you believe that material you posted on the Websites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Us (a “Counter-Notice”) by submitting written notification to Our copyright agent designated above. Pursuant to DMCA, the Counter-Notice must include substantially the following:
  • Your physical or electronic signature;
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
  • Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address);
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Websites may be found) and that you will accept service from the person (or an agent of that person) who provided the Websites with the complaint at issue.
• 11.5 DMCA allows Us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Websites was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

12. Indemnity

• 12.1 You agree to indemnify, defend, and hold TWG and its respective officers, directors, owners, agents, information providers and licensors harmless from and against any and all claims, liability, losses, costs, and expenses (including attorneys’ fees) (collectively the “Claims”) incurred by TWG in connection with (a) your use or alleged use of any of the Websites, (b) any use or alleged use of any of the Websites under your UserID by any person, whether or not authorized by you, (c) the use of any Product or Service that you purchase or obtain through the Websites, whether that use complies with or occurs in violation of applicable laws, rules or regulations, any applicable product labeling, instructions, or these Terms. TWG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with TWG’s defense of such Claim.

 

13. Termination

• 13.1 These Terms will remain in full force and effect while you use the Websites. We reserve the right, in Our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Websites, at any time for any reason without prior notice or liability. You agree that TWG will not be liable to you or to any third party for any unavailability, modification, suspension, or termination of any of the Websites or any Content or any features of the Websites. Upon termination of access to the Websites, your right to use services will automatically terminate immediately.

 

14. Third-Party Websites

• 14.1 The Websites may contain links to web sites operated by others (“Linked Sites”). These links are provided for your convenience only and TWG does not control such Linked Sites, is not responsible for the content and performance of any Linked Site or for your transactions with them, including, without limitation, any link contained in a Linked Site or any changes or updates to a Linked Site. Our inclusion of links to Linked Sites does not imply any endorsement of the material on such Linked Sites and TWG does not in any way operate, control, or endorse any information, products, or services provided by third parties through the Linked Sites and We accept no responsibility for them or for any loss or damage that may arise from your use of them.

 

15. Governing Law

• 15.1 These Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its provisions relating to conflicts of law.

 

16. Arbitration Agreement, Waiver of Right to Jury Trial, Class Action Waiver and Forum Selection Clause

 

• 16.1 PLEASE READ THIS SECTION 16 CAREFULLY, IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT, USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, AND DISCOVERY IS MORE LIMITED. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT.
•  16.2 Binding Arbitration. This provision shall be interpreted broadly to encompass any and all demands, disputes or claims, however styled, arising out of or relating to these Terms, your use of the Website, or your purchase, receipt or use of any Products, Services or ticket or pass to any event associated with TWG in any way. Any demand, dispute or claim arising out of or relating to these Terms, your use of the Website, or your purchase, receipt or use of any Products, Services or ticket or pass to any event associated with TWG in any way (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) shall be resolved by binding mandatory arbitration before a single arbitrator. All issues are for, and delegated to, the arbitrator to decide, including issues relating to the scope and enforceability of this agreement to arbitrate or the jurisdiction of the arbitrator.
• 16.3 The arbitration of any dispute or claim shall be conducted in accordance with the rules of the American Arbitration Association ("AAA"), including the AAA's Consumer Arbitration Rules (as applicable), as modified by these Terms. The AAA Rules and information about arbitration and fees are available online at www.adr.org or by calling the AAA at 1-800-778-7879. You and TWG agree that these Terms evidence a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and not governed by state law. Any arbitration shall be confidential, and neither you nor TWG may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
• 16.4 Exceptions. Notwithstanding the “Binding Arbitration” paragraphs above, you and TWG agree that nothing herein will be deemed to waive, preclude or otherwise limit either party’s rights, at any time, to (1) bring an individual action in small claims court provided the claims asserted qualify as a small claim(s) by such a court, (2) pursue enforcement actions through applicable federal, state or local agencies where such actions are available, or (3) to file suit in a court of law to address any alleged violations of the Computer Fraud and Abuse Act or claims of intellectual property infringement or misappropriation. If pursued under this paragraph, any such claims shall be exclusively brought (unless such courts do not have personal jurisdiction over you) in the state or federal courts located in Cook County, Illinois. 
• 16.5 Pre-Arbitration Procedures. Before you or TWG commences an arbitration, the party who intends to commence arbitration must first send a written description of the claim or dispute and the relief sought to the other party to allow Us both an opportunity to resolve the matter. We will send notice to the email you used to create your Account.  You will send notice to TWG by sending an email to the following email address: mtp@twg.com. You and TWG each agree to negotiate your claim in good faith. Either party may request arbitration if the claim or dispute cannot be resolved within 30 days.
• 16.6 Location and Costs of Arbitration. Unless you and TWG agree otherwise, any arbitration hearing will take place in the county (or parish) of your residence. If your claim is for US $10,000 or less, We agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Our last written settlement offer, if any, made before an arbitrator was selected (or if We did not make a settlement offer before an arbitrator was selected), then We will pay you the amount of the award or US $2,500, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
• 16.7 Class Action Waiver and Jury Waiver. You and We each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated, joined or representative action. If a court or arbitrator determines in an action between you and TWG that this class action waiver is unenforceable, the arbitration agreement will be void as to you. Neither you, nor any other User, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAT THROUGH ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

 

17. Notice to California Residents

• 17.1 Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

the provider of the Website is Terlato Wine International, 900 Armour Drive, Lake Bluff, Illinois 60044.

To file a complaint regarding the Websites or to receive further information regarding use of the Websites, send a letter to the above address or contact TWG via e-mail at mtp@twg.com with "California Resident Request" as the subject line. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834 or by telephone at 800.952.5210.

 

18. Entire Agreement

• 18.1 These Terms (including any incorporated terms) comprise the full and final understanding between you and TWG and supersede all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. If any provision of these Terms is found to be invalid or unenforceable, the other provisions shall remain in full force and effect. You and the TWG intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law, and therefore you and TWG agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. 

 

19. Changes To These Terms

• 19.1 TWG reserves the right to make changes to these Terms, including its Membership program, at time and for any reason. If TWG makes changes to these Terms, the date last updated at the top of this page will be modified and We will display a message at the top of this page, which shall serve as notification of changes. The Terms in effect at the time of your use of the Websites apply. Updated Terms are binding on you with respect to your use of the Websites on or after the date indicated in the updated Terms. If you do not agree to the updated Terms, you must stop using the Websites. Your continued use of the Websites after the date of the updated Terms will constitute your acceptance of the updated Terms.

 

20. Contact Information

• To contact Us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact us:

By Mail:                      Terlato Wine Group, Ltd.
                                    Attn: Chief Legal Officer
                                    900 Armour Drive
                                    Lake Bluff, IL 60044

By Telephone:            1-844-901-1833
 
By Electronic Mail:    mtp@twg.com

• To contact Us for any Chimney Rock Winery customer service inquiries, please contact us:

By Telephone:            (707) 257-2641
 
By Electronic Mail:    Club@chimneyrock.com

 

21. General

• 21.1 You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use the Websites or their Content, and any attempt by you to do so is void. TWG’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on TWG if it is in a written document signed by the TWG. Both you and TWG warrant to each other that, in entering into these Terms, neither TWG or you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and TWG, or the TWG’s successors and assigns, will have any right to enforce any of these Terms. Neither these Terms nor the Websites create partnership, joint venture, employment, or other agency relationships between Us. You may not enter into any contract on Our behalf or bind Us in any way. TWG shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemics, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. The headings used in the Terms are included for convenience only and will not limit or otherwise affect these Terms.