Cruvee Online Winery Agreement
This Online Winery Agreement ("Agreement") governs the use of this website ("Website") by or for the benefit of the person or entity ("Winery") that has clicked on the "Agree" button below and has thereby agreed to all the terms of this Agreement with Cruvee ("Cruvee").
If you do not agree with this Agreement, you must not use the Website.
1. Registration, Content and Profiles.
1.2 Profiles. Subject to the terms of this Agreement, including without limitation the timely payment of Fees as described in Section 2 ("Fees and Payment"), Cruvee shall make available to Winery business intelligence services at the Website in a manner and location as reasonably determined by Cruvee (the "Service"). Cruvee shall enable the Service to allow Winery the ability to upload certain text, images, photographs and other materials selected by Winery and pertaining to any wine or wine-related goods or services of (collectively, "Content"). In no event shall Cruvee be responsible for Content, or any failure to make changes thereto.
1.3 License. Winery hereby grants to Cruvee a non-exclusive, transferable, royalty-free, paid up license during the Term to use, execute, publicly perform, publicly display, digitally perform, copy and create derivative works of all Content in order to host Profiles and otherwise carry out Cruvee's obligations under this Agreement.
2. Fees and Payment. Winery shall pay to Cruvee all fees under this Agreement, if applicable, on monthly or annual basis as determined by the desired subscription, one (1) month in advance ("Fees"), according to the rates described on the Website. Winery shall provide and at all times maintain a valid credit card number against which Cruvee shall submit a charge for Fees on or about the first business day of each month, for recurring monthly fees.
3. Results. Winery understands and agrees that Cruvee does not guarantee any volume of business or other results from Profiles, or that Profiles shall be posted in any location or manner, which is satisfactory to Winery. Winery further understands and agrees that at certain times third party Websites in which information is digitally displayed may not function properly or at all, and that Cruvee shall have no liability with respect thereto. The Website may contain links to third party websites, and Cruvee shall have no liability with respect to such websites or any goods or services offered through such websites.
4. Disclaimer. EXCEPT FOR DAMAGES ARISING FROM OBLIGATIONS ARISING UNDER SECTION 5 ("INDEMNIFICATION"), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF HOW ARISING, AND REGARDLESS OF WHETHER ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.
5. Indemnification. Winery shall fully indemnify, defend and hold harmless each Indemnified Party from and against losses, damages, liabilities, costs (including reasonable attorneys' fees and court costs) related to or arising from any claim, demand, threat, suit, or proceeding (collectively, "Claims") which are related to or arising from any breach by Winery of this Agreement, any infringement or misappropriation of the rights of any third party by Content or Winery's performance under this Agreement, or any dispute regarding End Users, including without limitation any Claim regarding the truth, completeness or accuracy of Content or Profiles. Cruvee shall notify Winery of each Claim promptly, and cooperate reasonably with Winery, at Winery's expense, in Winery's defense or settlement of each such Claim.
6. Survival and Order of Precedence. In the event of any expiration or termination of this Agreement, the provisions of Section 2 ("Fees and Payment"), Section 4 ("Disclaimer"), Section 5 ("Indemnification"), Section 6 ("Survival and Order of Precedence"), Subsection 7.2 ("Effect"), Section 8 ("Damages"), and Section 9 ("General") shall survive and shall continue to bind the parties.
7. Term and Termination
7.1 Term. The term of this Agreement ("Term") shall commence on the date Winery clicks on the "Agree" button as described above, and shall continue month-to-month indefinitely, or until earlier terminated as hereinafter provided.
7.2 Effect. Either party may terminate this Agreement immediately upon written notice for the material breach of the other party, which material breach has remained uncured for a period of fifteen (15) days from the date of delivery of written notice thereof to the breaching party. Either party may terminate this Agreement without cause upon the delivery of thirty (30) days' written notice of such termination to the other party. In the event of any termination of this Agreement, all rights and licenses granted hereunder shall immediately terminate, subject to the provisions of Section 7 ("Term and Termination").
7.3 Modified Terms. Notwithstanding anything to the contrary in this Agreement, Winery understands and agrees that Cruvee may modify the terms of this Agreement, including without limitation the amount and calculation of Fees, upon thirty (30) days' notice and Winery's continued use of the Website after such period shall be deemed acceptance of all modified terms.
8. Damages. CRUVEE PROVIDES THE WEBSITE AND ALL OTHER GOODS AND SERVICES UNDER THIS AGREEMENT ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY. CRUVEE HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE TOTAL LIABILITY OF CRUVEE UNDER THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID TO CRUVEE AS OF THE LAST DATE ON WHICH SUCH LIABILITY AROSE, OR ONE THOUSAND DOLLARS ($1000).
9. General. Any action related to this Agreement shall be governed by the substantive laws of the State of Arizona, without regard to conflicts of laws principles. The State and Federal courts located in Maricopa County, Arizona, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by Winery without the prior, written permission of Cruvee. Any sale of more than fifty percent (50%) of the common voting stock of, or other right to control, Winery shall be deemed an assignment. Any purported assignment without such permission shall be void. Any waiver of any rights of Cruvee under this Agreement must be in writing, signed by Cruvee, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. The parties agree that any breach or threatened breach of this Agreement by Winery is likely to cause Cruvee damage that is not fully reparable by payment of damages, and further agree that in such case Cruvee shall be entitled to seek and obtain injunctive or other equitable relief to protect its rights hereunder. Winery's performance hereunder and use of the Website shall at all times comply with all applicable laws, rules and regulations, including those governing export of technical information. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto.
Please direct any questions or comments about the Website to:
Attention: Customer Relations
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All Rights Reserved
CRUVEE is a trademark of Cruvee, and may not be used without prior written permission