Terms and Conditions

Terms and Conditions of Use

Effective Date: October 4, 2021

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 13 OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

1 .Acceptance of the Terms and Conditions of Use.

These Terms and Conditions of Use (the “Terms”) are entered into by and between you and Terlato Wine Group Ltd., and all of its affiliated entities or brands, including without limitation, Terlato, Terlato Vineyards, Chimney Rock Winery, Rutherford Hill Winery, Sanford Winery, Klipsun, Uncorked, Terlato Kitchen LLC, and Jack’s House Foundation (collectively, “TWG” or “We” or “Us” or “Our”) and you. By accessing, using, registering for, or obtaining products or services through TWG and its related websites and applications owned or operated by or on behalf of TWG, including through the secure order process (collectively, the “Users,” “Products,” “Services,” and together with all other websites and applications, the “Websites”), you agree to be bound by these Terms. 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. 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, or register for the Websites. You must be at least 21 years of age to access 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.

1.Account Registration

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. 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. When you register, you agree to provide us with accurate and complete registration information. You are responsible for maintaining the security and confidentiality of your password. 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. TWG has the right to refuse registration of, or cancel, your User ID in its sole discretion.

3.License

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 and 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.

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.

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, in our sole discretion 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 Users.

4.Liability

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).

THE WEBSITES, THE MATERIAL, AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITES ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TWG, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NONE OF TWG, THIRD-PARTY CONTENT PROVIDERS, OR THEIR RESPECTIVE AGENTS MAKES ANY WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED WITHIN THE WEBSITES; THAT THE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS CONTAINED ON THE WEBSITES WILL BE CORRECTED; OR THAT THE WEBSITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER COMPONENTS. TWG DOES NOT WARRANT THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL OR GOODS. IN ADDITION, TWG OR ANY OTHER THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS, DO NOT MAKE ANY WARRANTY AS TO THE RELIABILITY OF OR RESULTS TO BE OBTAINED FROM USE OF THE WEBSITES, MATERIAL OR OTHER INFORMATION ACCESSIBLE THROUGH THE WEBSITES. IF YOUR USE OF THE WEBSITES OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TWG IS NOT RESPONSIBLE FOR THE COSTS ASSOCIATED WITH SUCH SERVICING OR REPLACEMENT. YOU SPECIFICALLY AGREE THAT TWG SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITES. YOU SPECIFICALLY AGREE THAT TWG IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT TWG IS NOT RESPONSIBLE FOR ANY CONTENT SENT AND/OR INCLUDED ON THE WEBSITES BY ANY THIRD PARTY.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL TWG AND/OR ANY THIRD PARTIES MENTIONED ON THE WEBSITES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING IN ANY WAY FROM THE PERFORMANCE, USE, OR INABILITY TO USE THE WEBSITES, THE MATERIAL, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR TWG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TWG’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE GREATER OF (I) IF APPLICABLE, THE ACTUAL AMOUNT PAID BY YOU FOR THE PARTICULAR ORDER THAT INCLUDED THE PRODUCTS AND SERVICES GIVING RISE TO THE LIABILITY; OR (II) $[ 11] 100. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE WEBSITES OR MATERIAL WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONETARY DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION FOR CONSEQUENTIAL OR OTHER DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN TWG’S AND ITS AFFILIATES’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO $100.

5.Restricted and Permitted Uses

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.

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 user accounts by automated means or under false or fraudulent pretenses, or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users’ enjoyment of the Websites.
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 materials.
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.
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 of the Websites or expose them to liability.
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 materials, 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.
Use the Websites for any use other than the purpose for which they were intended.

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.

6.Website User Submissions

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.

Create user accounts by automated means or under false or fraudulent pretenses, or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users’ enjoyment of the Websites.
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 materials.
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.
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 of the Websites or expose them to liability.
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 materials, 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.
Use the Websites for any use other than the purpose for which they were intended.

7.Electronic Communications

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. 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.

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.

8.Proprietary Information

The Sites 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 Services, or discontinue any aspect of the Services, without notice or penalty.

We also retain all rights, title, and interest in and to the Services, including all data, materials, specific implementations of code, the look and feel, the design, and all other aspects of the trade dress of the Services, and retain all intellectual and property rights therein. The Services 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.

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.

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.
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.

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.

9.Proprietary Rights

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.

10.Indemnity

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”), regardless of whether such Claims are brought rightfully or wrongfully, 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 password by any person, whether or not authorized by you, (c) the use of any Product that you 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.

11.Termination

These Terms will remain in full force and effect while you use the Services. 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.

12.Third-Party Websites

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.

13.Governing Law, Arbitration, and Forum

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.

YOU WILL SUBMIT ANY DISPUTES ARISING FROM THE USE OF THESE TERMS OF USE OR THE WEBSITES, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION. THE SITE OF ANY ARBITRATION WILL BE CHICAGO, ILLINOIS. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS ACTION BASIS. FURTHERMORE, UNLESS YOU AND COMPANY AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL, UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.Entire Agreement

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.

15.Changes To These Terms

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.

16.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.
900 Armour Drive
Lake Bluff, IL 60044

By Telepohone:1-844-901-1833

By Electronic Mail: privacy@twg.com

17.General

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 the 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.