Date of this Version: September 6, 2007 (revision history)
This agreement is hereby made and entered into this day by and between WineWeb Enterprises, Inc. (Provider), and the winery registering for WineWeb services (Winery).The said parties, for the considerations hereinafter mentioned, hereby agree to the following:
1.If Winery so elects, the Provider agrees to provide the ability for accepting orders for the Winery's wines and merchandise on the Internet computer network, through its service, the WineWeb®. If Winery so designates, Provider will connect with an external service to process the customer's credit card, with payment flowing to the Winery's merchant account. If Winery so designates, Provider will pass data between its service and other service providers for such functions as order fulfillment, shipping labels, and age verification. Provider will make a reasonable attempt to keep data such as sales tax rates and compliance parameters current, but assumes no liability for incorrect data.
2. The Provider will fax or email, to Winery all orders received for its wines and merchandise. Provider will invoice Winery an order processing fee of two percent (2%) of the sales price of the order, excluding taxes and shipping charges. If the order total in a single month exceeds $3,000, Provider will reduce the order processing fee to one-half of one percent (0.5%) on all subsequent orders in that month. Winery agrees to remit payment as invoiced, less any adjustments for orders not shipped by Winery.
3. Customer and order transaction data are the property of the respective winery. Provider will not sell or rent this data, nor use it for any purpose other than to administer these services. Provider may use non-personal, aggregate level data for statistical purposes.
4. If Winery so elects, the Provider agrees to host Winery's website on it's servers and make the website available to Internet visitors. Provider agrees to make a reasonable attempt to provide a high level of availability to website access, similar to the availability of its wineweb.com website. Provider accepts no liability to Winery for website access disruptions outside Provider's control. Winery agrees to remit payment for these services, as agreed and invoiced.
5. If Winery so elects, the Provider agrees to provide email accounts and access to Winery. Winery agrees to not use these email accounts for unsolicited bulk mailings, commonly referred to as "spam". Winery further agrees to send emails in compliance with all laws and regulations. Failure of Winery to comply with this section is cause for immediate termination of this agreement.
6. Provider allows site visitors to purchase gift certificates that may be redeemed at any winery website where Winery uses Provider's order processing service. When a customer redeems a WineWeb gift certificate on a Winery's order, Provider will offset the Winery's monthly invoice with the total amount of gift certificates redeemed. Any negative invoice balance will be paid to Winery. Winery may choose to opt-out of this feature.
7. Winery retains ownership of copyright to all Winery content created as well as the website design elements such as images and graphics. Provider retains ownership of the software programs that display the Winery's data as well as design stylesheet coding.
8. Failure by Winery to make payment to Provider within 30 (thirty) days of receipt of invoice shall be cause for Provider to discontinue its service to Winery until payment is received. Amounts due over 30 days shall bear interest at 1% per month.
9. Disclaimer: The Provider acts as a source of information about wines and as an intermediary between a buyer and seller of wines, solely for the purposes of providing information, provided by wineries to buyers, and transmitting an order from the buyer to the seller. It disclaims all responsibility for determination whether the buyer is a qualified buyer under the laws of the buyer's place of residence, whether Winery can legally ship to buyer’s destination, whether the products advertised by the winery are as represented, whether the services to be performed by the winery will be as represented by the winery, or whether payment by the buyer will be satisfactory to the winery.
10. This agreement shall remain in effect until either party notifies the other, of its intent to cancel this agreement.
11. The site Terms and Conditions and the site Privacy Policy (as either are amended from time to time) are incorporated herein by reference.
12. This agreement shall be interpreted in accordance with the laws of the State of New Mexico, USA. Should any clause in this agreement be found invalid, the remainder of this agreement shall not be affected, and all other provisions of this agreement shall remain valid and enforceable to the fullest extent permitted by law.