TERMS AND CONDITIONS

Subject to these Terms of Use, VinesOS may offer to provide the Services, as described more fully on the Website, and which are selected by you, solely for your own use, and not for the use or benefit of any third party.  Services shall include, but not be limited to, any services VinesOS performs for you, any applications, websites or widgets offered by VinesOS that you download from the Website, subject to the terms set out under the “Third Party Websites and Services” section below, from third party application stores authorized by VinesOS, as well as the offering of any materials displayed or performed on or through the Services (including Content [as defined below]).

Subject to these Terms of Use, VinesOS may offer to provide the Services, as described more fully on the Website, and which are selected by you, solely for your own use, and not for the use or benefit of any third party.  Services shall include, but not be limited to, any services VinesOS performs for you, any applications, websites or widgets offered by VinesOS that you download from the Website, subject to the terms set out under the “Third Party Websites and Services” section below, from third party application stores authorized by VinesOS, as well as the offering of any materials displayed or performed on or through the Services (including Content [as defined below]).

Generally

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity who originated such Content.  VinesOS cannot guarantee the authenticity of any Content or data which Users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.  For purposes of these Terms of Use, the term “Content” includes, but is not limited to, text, photos, videos, emails, prices, any location information, product information, videos, comments, likes, ratings, information and data generated, provided, or otherwise made accessible by VinesOS on or through the Services.  Content uploaded, stored, published, displayed and distributed to the Services by Users is collectively referred to as, “User Submissions.”

The Services contain Content specifically provided by VinesOS, its partners, and/or affiliates, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable.  You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Subject to these Terms of Use, VinesOS grants each User of the Website and/or Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use.  Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from VinesOS, or from the copyright holder identified in such Content’s copyright notice, as applicable.  You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

By submitting User Submissions on the Website or otherwise through the Services, you hereby do and shall grant VinesOS a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Website, the Services and VinesOS’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party websites and feeds).  For clarity, the foregoing license grant to VinesOS does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with VinesOS.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such Content originated; that VinesOS will not be liable for any errors or omissions in any Content; and that VinesOS cannot guarantee the identity of any other Users with whom you may interact in the course of using the Services. When you delete your User Submissions, they will be removed from the Services.  However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with Users who have previously accessed or downloaded your User Submissions.

The Services may contain links to other websites that are not owned or controlled by VinesOS (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, offensiveness, opinions, reliability, security, privacy practices or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.

You agree not to do any of the following:

You agree that we may provide notices to you via messages on the Service, or an email sent to an address you provided, or through other means. You agree to keep your contact information up to date.  If the contact information you provide isn’t up to date, you may miss out on these notices.

VinesOS may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your subscription.  If you wish to terminate your account, you must send an email to accounts@vinesos.com requesting termination of your account. Any fees paid hereunder are non-refundable. Your account will be billed at a pro-rated amount based on the remaining days not yet billed, up to the 30 days for termination.  All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

You can post feedback directly in our chat application built into VinesOS.

Any feedback you provide is deemed to be non-confidential and non-proprietary. VinesOS shall be free to use such information on an unrestricted basis, without any compensation to you or any third party.

If you choose to submit any unsolicited ideas, suggestions, proposals, comments or materials (“Submissions”) to VinesOS, then regardless of what your communication says, the following terms shall apply to your Submissions. You agree that:

USE OF THE SERVICES IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINESOS, AND ITS AFFILIATE ENTITIES MAKE NO WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. VINESOS, AND ITS AFFILIATE ENTITIES DISCLAIM ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
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If your state or country does not allow these disclaimers, they do not apply to you. If your state or country requires a certain period for which a warranty applies, it will be either the shorter of 30 days from your first use of the Services or the shortest period required by law.

YOU ACKNOWLEDGE THAT VINESOS, AND ITS AFFILIATE ENTITIES ARE NOT LIABLE

(1) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES; OR

(2) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES.

THE RISK OF USING THE SERVICES AND EXTERNAL SITES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE SERVICES AND EXTERNAL SITES.

TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE SERVICES, OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE).

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF VINESOS, AND ITS AFFILIATE ENTITIES IS LIMITED TO THE AGGREGATE OF ONE MONTH’S FEES INCURRED BY USER COMMENSURATE TO THE FEES FOR THE MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM AROSE.

IF YOU HAVE NOT PAID VINESOS, AND/OR ITS AFFILIATE ENTITIES ANY AMOUNT IN THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH VINESOS, AND/OR ANY VINESOS AFFILIATE ENTITIES IS TO STOP USING THE SERVICES AND TO CANCEL YOUR ACCOUNT.

Some states or countries do not allow the exclusion of certain warranties or the limitations/exclusions of liability described above, which means these limitations/exclusions may not apply to you if you reside in one of those states or countries.

These limitations/exclusions to do not apply to users located in the EEA. For those users, if VinesOS fails to comply with these Terms, VinesOS is responsible for loss or damage you suffer that is a foreseeable result of VinesOS’s breach of these Terms or is a result of VinesOS’s negligence, but VinesOS is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and VinesOS at the time we entered into these Terms.

You will indemnify and hold harmless VinesOS and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.

Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Arbitration Rules, or, in the case of parties being headquartered in different nations, the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator.  The seat of the arbitration will be San Jose, California USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Notwithstanding the foregoing, the parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation. Either party may commence mediation by providing a written request for mediation to JAMS and the other party, setting forth the subject of the dispute and the relief requested.  If the dispute has not been settled within 45 days following the filing of a Request for Mediation or within such longer time period as the parties may agree in writing, either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration with JAMS. The mediation may continue after the commencement of the arbitration if the parties so desire. At no time prior to the 45 days following the filing of the request for mediation referred to above shall either side initiate litigation related to this Agreement except to pursue a provisional remedy that is authorized by law. Neither may either side initiate arbitration except to pursue a provisional remedy authorized by the applicable  JAMS Arbitration Rules. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of the paragraph above. Further, for any party refusing or declining to participate in the mediation process prior to initiating or responding to a demand for arbitration, as provided above, such party shall not be entitled to recover attorney’s fees in connection with any adjudication process, even if such party would otherwise have been entitled to such relief under the terms of this Agreement.

These Terms of Use are the entire agreement between you and VinesOS with respect to the Service and use of the Website, Service, Content or User Submissions and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and VinesOS with respect to the Website.  If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

VinesOS reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Service or via email.  VinesOS may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

VinesOS shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond VinesOS’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation..  These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with VinesOS’s prior written consent. VinesOS may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of Users located in the EEA and/or Australia, in respect of these Terms of Use and your use of this Website, Service, Content or User Submissions, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

This Services Agreement (“Agreement”) applies to business customers who become subscribers and governs your purchase and use, in any manner, of all subscription services (the “Services”) provided by VinesOS LLC (hereinafter “VinesOS”), and any of its affiliates.

You must accept the terms of this Agreement in order to use the Services.  If you choose not to become a subscriber of VinesOS Services, this Agreement is not applicable to you as a User, however the Terms of Use Policy remains in effect.

NOTWITHSTANDING, BY BECOMING A SUBSCRIBER AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS.

VinesOS reserves the right to change or modify any of the terms and conditions contained in this Agreement and any policy or guidelines incorporated by reference at any time in its sole discretion.  Any changes or modification will be effective upon prominently posting the revisions on the VinesOS Website (the “Website”) and sending e-mail notifications to your e-mail address on record. Your continued use of Services following VinesOS’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.  “Content” means all text, pictures, sound, graphics, video, links, and other data stored by you on VinesOS’s server computers.

VinesOS will provide one or more of the following services depending on the plan you choose:

VinesOS will provide shared server computers with an Internet address for storage and access of the Website.   While VinesOS does not set arbitrary limits on the amount of visitor traffic User Websites can receive or on the amount of content a User can upload to User Websites in any given month, nor does VinesOS charge additional fees based on the increased use of bandwidth, as long as User’s use of the Services complies with this Agreement, VinesOS reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Users. You understand that VinesOS’s servers are for deployment only, not application development.  All application testing must be done on your equipment prior to use on VinesOS’s servers. The Website and Content must be “server-ready.” If your material does not meet this condition, VinesOS has the option at any time to reject this material. VinesOS will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to bring it to the appropriate level. VinesOS will provide hosting services for the Website that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput.  If you require additional bandwidth or storage, VinesOS will, in good faith, try to provide it at VinesOS’s current rates unless VinesOS’s server computers cannot accommodate the requested bandwidth or storage. You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. You will be charged additional charges for any excess usage above the agreed upon monthly bandwidth.

VinesOS will take commercially reasonable steps to prevent unauthorized access to the Website, Content, and Confidential Information stored on VinesOS’s server computers.

If requested by you, VinesOS will deliver to you in electronic form the Server Log of Website activity.  You will be entitled to one month of log storage free of charge. VinesOS may, at its option, charge a fee for additional space required to store oversized logs.

VinesOS may not have a current backup of your files.  Due to power interruptions, “down time” and/or other factors beyond VinesOS’s control or due to any computer or software malfunction, your data may be lost by VinesOS.  Therefore, you are responsible for backing up your own files. VinesOS shall not be responsible or liable for lost data.

All merchant processing fees are deducted before funds are transferred to your linked bank account. In the case of Disputes, the disputed amount is withheld from deposit to your bank until the dispute is resolved. If your Stripe VinesOS account does not have sufficient funds to cover it, it will be debited from your connected account.

Dispute fee $20.00.Credit card auto update fee (optional): $1.00 per successfully updated card.Terminal monthly charge $10 per terminal

The charges mentioned above are subject to change or revisions anytime at the discretion of VinesOS. Initial online club processing support and training are provided as an estimate during registration. Additional training may be purchased at $125/hr for training new staff or for re-training as needed.

The following are rates for services if requested after launch, with your approval in advance. Time is billed in 15 minute increments and quoted in advance for approval.

Base Service: $175 per hour. Loading content, images, updating copy, adding member lists, page layout, styling, design changes, changes to cascading style sheets, data migration, log audits, custom programming, custom navigation, custom reports, technical troubleshooting support where issue is not caused by VinesOS.

Custom development will become part of VinesOS Intellectual Property and client waives any ownership whatsoever.

This Agreement shall be perpetual, effective when you register for the Services. Any notice of termination will be effective following thirty (30) days after receipt, after the expiry of Contract Terms as specified in the Executed Proposal. You are liable for the full month's fee, even if the Service is terminated before the end of the month for any reason.

You may not use the Services or the Website in any manner that violates VinesOS’s then current Terms of Use Policy.  The Terms of Use Policy is incorporated into this Agreement and continued use of the Service manifests assent to be bound by it. VinesOS maintains and controls ownership of all IP numbers and addresses that may be assigned to you, and it reserves, at its sole discretion, the right to change or remove any and all IP numbers and addresses.

You understand that VinesOS may, at its discretion, conduct periodic reviews of your website content. VinesOS may take immediate corrective action if it becomes aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights, or laws, which, in VinesOS’s sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes VinesOS to civil or criminal liability or public ridicule.  First violations of this Agreement in regard to content will result in your website being taken offline until the content complies fully with the Agreement’s regulations. A second violation of this Agreement will result in your account being terminated and the website being deleted from VinesOS’s servers with no refund due you for any pre-paid service time. All amounts due for the billable contract period will be due upon termination. VinesOS’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services.

To comply with applicable laws and lawful governmental requests, to protect VinesOS’s systems and customers, or to ensure the integrity and operation of VinesOS’s business and systems, VinesOS may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on VinesOS’s servers and systems.  VinesOS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

VinesOS’s policies pertaining to the use in any manner, the grant of licenses, and the ownership rights to Content are governed by our Terms of Use Policy above, which is expressly incorporated herein, and in the VinesOS Privacy Policy.

VinesOS is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers.  In addition, VinesOS is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond VinesOS’s reasonable control.

VinesOS provides no equipment, software, or communication connections to you.  VinesOS makes no representations, warranties or assurances that your equipment, software, and communication connections will be compatible with VinesOS’s hardware and service.

VinesOS is a provider of software as a service to the alcoholic beverages industry and does not engage in the buying and selling of any alcoholic beverages, nor is it licensed to do so.  All sales of alcoholic beverages on the VinesOS Platform occur under your license and authority as a licensed seller. For sales of alcoholic beverages using the VinesOS software, you acknowledge the following:  

(i) all accepted offers to purchase will be sold and shipped under the authority of the your licenses and permits as seller of record;

(ii) your responsibility for regulatory compliance with all applicable laws for those product(s) offered and sold by it using the VinesOS Platform; and,

(iii) you bears all costs solely with respect to your compliance with all alcoholic beverages laws and regulations.

VINESOS SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL THE VINESOS PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY THAT MAY RESULT FROM UNAUTHORIZED ACCESS TO OR MISUSE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, SENSITIVE INFORMATION OR OTHER INFORMATION OR DATA STORED THEREIN, OR INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, INCLUDING FROM INTERRUPTION OF SERVICES,, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, WHETHER OR NOT AUTHORIZED BY YOU, EVEN IF VINESOS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VINESOS’ LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VINESOS FOR THE SERVICES IN THE ONE (1) MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

You acknowledge and agree that VinesOS will not be liable for any temporary delay, outages or interruptions of the Services.  Further, VinesOS shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any Act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

You acknowledge and agree that VinesOS reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network.  VinesOS will use best efforts to notify you of pending maintenance; however, VinesOS is under no obligation to inform you of such maintenance.

You warrant to VinesOS that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web Websites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, (g) you hold the required license(s) and/or permit(s) necessary to make sell and ship wine to consumers in the states to which it makes such sales and shipment; (h) all sales and shipments made pursuant to this Agreement will be in compliance with federal and state alcoholic beverage and tax laws; and (i) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
To comply with applicable laws and lawful governmental requests, to protect VinesOS’s systems and customers, or to ensure the integrity and operation of VinesOS’s business and systems, VinesOS may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on VinesOS’s servers and systems.  VinesOS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

You will defend, indemnify and hold VinesOS harmless and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to:  (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by VinesOS; (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity); or (vi) any compromise of your Website security or encryption.

All notices, reports, requests, or other communications given under this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA, AND YOU CONSENT TO THE JURISDICTION OF SUCH COURTS.

No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.

You may not transfer or assign your rights, duties, or obligations under this Agreement without VinesOS’s prior written consent. VinesOS may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent.  Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

VinesOS’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of VinesOS’s right to subsequently enforce such provision or any other provisions under this Agreement.

If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect.  If any provision of this Agreement is deemed to be invalid or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. All provisions of this Agreement relating to your warranties, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

VinesOS shall establish computer security policies and procedures designed to ensure the:

This policy (“Policy”) applies to all email and other communications (“Email”) generated or sent through the services provided by VinesOS, whether through the VinesOS platform tools or through any other vendors that VinesOS uses to send email. By generating or sending email through VinesOS’s platform, you agree to comply with this policy. VinesOS may suspend or terminate your access to and use of the platform tools if you do not comply with this policy. Your use of the VinesOS platform must comply with all applicable laws. This includes laws applicable to you and also laws applicable to VinesOS and the recipient of each Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email, privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the VinesOS platform and the Emails you generate and send through the VinesOS platform.

This Policy is a part of and incorporated into the terms and conditions applicable to the VinesOS platform. It is your responsibility to read and understand all terms and conditions applicable to your use of the VinesOS platform and the Emails you generate and send through the VinesOS platform. Your use of the VinesOS platform must follow all applicable guidelines established by VinesOS. The guidelines below are examples of practices that may violate this Policy when generating or sending Emails through the Services:

If you know of or suspect any violations of this Policy, please notify VinesOS at info@vinesos.com . VinesOS will determine compliance with this Policy in its sole discretion.

Please contact us with any questions or concerns regarding our terms and conditions:

VinesOS 1900 Camden Ave, San Jose CA 95124  Email: accounts@vinesos.com