Thanks for using Sommwise. Please read these terms carefully. By using Sommwise or signing up for an account, you're agreeing to these terms. This is a legal agreement.
The term "you", "user" or "users" shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Site. These terms apply to all Users, including (a) "Owners", defined as the Primary Owner who initially set up a Sommwise Group ("Group") and other Owners who are granted ownership privileges by the Primary Owner, and to (b) "Members", users who are invited to join an existing Group that has already been created in the Service by an Owner.
By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this Agreement. The Service is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 13, we will deactivate your account. Where applicable, you must also be of legal age to consume and purchase alcohol.
You're responsible for keeping your account name and password confidential. You're also responsible for any account you have access to, whether or not you authorized the use. You'll immediately notify us of any unauthorized us of your accounts. We're not responsible for any losses due to stolen or hacked passwords. We don't have access to your current password, and for security reasons, we may only reset your password.
"Your Data" means any data and content you upload, post, transmit or otherwise made available via the Services. Your Data includes tasting notes, comments, data and other materials that you enter into the Service. Sommwise will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.
In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. By using the Service, you acknowledge and agree that Your Data will be accessible by other Sommwise users, where applicable. Under this Agreement, you are granting Sommwise and its licensees an unlimited, irrevocable, perpetual free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Data to the degree necessary to provide the Service. This persmission includes allowing us to use third-party service providers (such as Microsoft Azure or Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties.
You also represent and warrant that you have the right to transmit to and authorize Sommwise to use Your Data and all information, materials, data or records that you provide to Sommwise in connection with the Service as set forth in this Agreement.
If you send us any feedback or suggestions regarding the Service, you grant Sommwise an unlimited, irrevocable, perpetual free license to use any such feedback or suggestions for any purpose without any obligation to you.
Sommwise uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement and the applicable bank agreement.
If you dispute any charges you must let Sommwise know within thirty (30) days after the date that Sommwise invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. Sommwise may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Sommwise's net income.
To the extent that you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Sommwise in accordance with these Terms, and authorize Sommwise and its third-party payment processsors to bill your payment instrument in advance on a period basis in accordance with such terms.
In exchange for providing payment processing services to Groups, you agree to pay processing fees collected by Braintree, in addition to a platform fee collected by Sommwise (currently 5%). We reserve the right to revise our platform fees at any time.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SOMMWISE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, SOMMWISE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Sommwise shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Sommwise takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Sommwise will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SOMMWISE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SOMMWISE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SOMMWISE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
This Agreement will continue in full effect unless and until your account or this Agreement is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months, and Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your account at any time by using the account deactivation interface. Only Primary Owners have the ability to deactivate and delete team accounts.
We reserve the right to deactivate and delete your account (or the access privileges of any Member) and terminate this Agreement at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Sommwise may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of this Agreement, we will have no obligation to maintain or provide Your Data.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Our Service may contain links to thirdparty web sites or services that are not owned or controlled by Vinelog. Vinelog has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Vinelog shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
You shall defend, indemnify, and hold harmless Sommwise from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Data, or your (and your Members’) use or misuse of the Service. Sommwise shall provide notice to you of any such claim, suit or demand. Sommwise reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Sommwise’s defense of such matters.
If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
The Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms. All waivers and modifications to the Terms must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of the Terms, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind Sommwise in any respect whatsoever.
You may not assign the Agreeement without the prior written consent of Sommwise, except, if you are a company or other legal entity, you may assign the Terms in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Sommwise. Sommwise may assign or transfer this Agreement, in whole or in part, without restriction.
Except as otherwise set forth herein, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
The Agreement and the relationship between the parties shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law.
The failure of Sommwise to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be thereafter be available and accessible by Administrative Users.
Last updated February 25, 2016