Date of this Version: 30 July 2003 (revision history)

1. Purpose

This document constitutes an agreement between you and WineWeb Enterprises, Inc. and its subsidiary and affiliated companies ("WineWeb", "we" or "us"). It sets out your rights and obligations and those of WineWeb in relation to your access to and use of the www.wineweb.com site (the "Site") and all information, products, software, services, features and materials contained on or offered in conjunction with the Site.

By accessing the Site you accept without limitation or qualification all of the terms and conditions in this Agreement and any amendments thereto.

2. Variation

We may at its discretion vary from time to time this Agreement and any schedule, appendix or policy (including but not limited to the Privacy Policy) that forms part of this Agreement. Any such amendment will be effective immediately upon posting on the Site or once such amendment is otherwise notified to you and shall be effective for all use of the Site and services offered to you after that date.

3. The Site

3.1 Users

Users of the Site are:

(1) Visitors

A visitor is anyone who comes to the Site for the purpose of accessing information about wineries and wines. Visitors are free to access information about the site but are not be able to update any information.

(2) Wineries

A Winery is anyone who registers their winery online by filling out the Winery Registration Form. Online Submission of the Registration Form means that they agree to the WineWeb Terms and Conditions as set out in this Agreement. Wineries should also read and understand our Privacy Policy that forms part of this Agreement and governs the way we will use any information that is submitted as part of the registration process. Wineries may update their winery-related information as needed.

(3) myWineWeb Users

A myWineWeb User is anyone who registers for the myWineWeb personalization service by filling out the Registration Form. The process is simple and immediate. Online Submission of your Registration Form means that you agree to the WineWeb Terms and Conditions as set out in this Agreement. myWineWeb Users should also read and understand our Privacy Policy that forms part of this Agreement and governs the way we will use any information that is submitted as part of the registration process. myWineWeb Users may update their registration information at any time.

(4) Merchants

A Merchant is anyone who registers their online wine store by filling out the Merchant Registration Form. Online Submission of the Registration Form means that they agree to the WineWeb Terms and Conditions as set out in this Agreement. Merchants should also read and understand our Privacy Policy that forms part of this Agreement and governs the way we will use any information that is submitted as part of the registration process

3.2 Passwords

Your WineWeb Winery, Merchant, or myWineWeb password is confidential and proprietary. You may not disclose or share your Password with any third party. You agree to:

(1) notify WineWeb immediately of any unauthorized use of your Winery/Merchant Password or any other breach of security; and

(2) exit your account (logout) at the end of each session. (Winery and Merchant sessions only)

WineWeb cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Winery Information

By submitting the on-line Winery Registration Form you are representing that the information contained on the form is true and you have the authority to complete the form. WineWeb may at its discretion refuse to register you for any reason. However you are solely responsible for the information submitted.

WineWeb cannot and does not confirm that each Winery is who they claim to be or that the Winery has the ability to update the winery information. You must accurately describe the products and/or services specified in your posting and you are liable for any errors or omissions contained in that posting. Any brand name or other indication of origin or manufacturer that you include in the posting must be completely accurate and not capable of misleading any Visitor.

You are solely responsible for information contained in the postings and you warrant that the postings (and the Winery Information) shall not:

(1) infringe any rights of third parties including but not limited to intellectual property publicity or privacy;

(2) violate any law statute or regulation (including without limitation those relating to export control, consumer protection, unfair competition, misleading advertisements, and to discrimination);

(3) be defamatory trade libelous threatening or harassing;

(4) be obscene indecent or contain pornography;

(5) contain any virus or other computer programming routines, which are intended to damage, interfere with insert or extract data or personal information.

3.4 Merchant Information

By submitting the on-line Merchant Registration Form you are representing that the information contained on the form is true and you have the authority to complete the form. WineWeb may at its discretion refuse to register you for any reason. However you are solely responsible for the information submitted.

WineWeb cannot and does not confirm that each Merchant is who they claim to be or that the Merchant has the ability to update the merchant information. You must accurately describe the products specified in your posting and you are liable for any errors or omissions contained in that posting. Any brand name or other indication of origin or manufacturer that you include in the posting must be completely accurate and not capable of misleading any Visitor.

You are solely responsible for information contained in the postings and you warrant that the postings (and the Merchant Information) shall not:

(1) infringe any rights of third parties including but not limited to intellectual property publicity or privacy;

(2) violate any law statute or regulation (including without limitation those relating to export control, consumer protection, unfair competition, misleading advertisements, and to discrimination);

(3) be defamatory trade libelous threatening or harassing;

(4) be obscene indecent or contain pornography;

(5) contain any virus or other computer programming routines, which are intended to damage, interfere with insert or extract data or personal information.

4. General

We reserve the right to suspend or terminate any Winery's, Merchant's or myWineWeb User's account, which is or appears to us to be in breach of any of the provisions of this Agreement, including the provision of false registration details or other misuse of the services offered through this Site. Any person who holds such a suspended or terminated account must not re-register for the Site without our prior consent. WineWeb may pursue any other remedy legally available to it if you fail to comply with any of your obligations contained in this Agreement.

You agree to pay, indemnify, and hold WineWeb (and its directors, officers, employees and agents) harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to:

(1) Any third party claim, action or allegation of infringement, misappropriation, or violation of copyright, trademark or other proprietary rights of any third party based on any content or Postings submitted by you;

(2) any breach of this Agreement by you;

(3) any third party claim action or allegation brought against WineWeb arising out of in relation to a dispute between Wineries or in relation to your use or misuse of the Site; and/or

(4) any action taken by WineWeb under your instructions in relation to the use of the Site.

Your use of the Site and any services offered on or in connection with your use of the Site is at your sole risk. Services provided with the Site are provided on and "as is" and "as available" basis. WineWeb and its suppliers to the fullest extent permitted by law disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchant ability and non-infringement of proprietary or third party rights. WineWeb and its suppliers make no warranties about the accuracy reliability, completeness or accuracy of the material, services, software, text, graphics, and links.

WineWeb makes no warranty that:

(1) the service will meet your requirements;

(2) the service will be uninterrupted, timely, secure or error free; or

(3) the quality of any product services information or other material purchased or obtained by you through your use of the Site will meet your expectations.

If your use of the Site will require replacing equipment or data you will be responsible for the costs of such replacement.

Your use of the Site and services offered in connection with the Site is at your own risk. If you are dissatisfied with any part of the Site offered through the Site or with this Agreement or any other rules or policies your sole remedy is to discontinue use of the Site.

You expressly understand and agree that WineWeb shall not be liable for any direct, indirect incidental, special, consequential or exemplary damages including but not limited to, loss of profits, goodwill, use, data or intangible losses (even if WineWeb has been advised of the possibility of such damages) resulting from:

(1) the use or the inability to use the Site or any service provided in connection the Site.

(2) the cost of procurement of substitute goods and services resulting from any goods, data, information, services purchased or obtained and messages received and transactions entered into through or from the Site;

(3) unauthorized access to or alteration of your transmissions or data;

(4) statements or conduct of any Winery or third party in relation to the Site or;

(5) any other matter relating to the Site or service provided in connection with the Site.

In no event will WineWeb's liability arising out of or in respect of this Agreement exceed US$50.

Some jurisdictions do not allow the exclusion of certain warranties with a limitation or exclusion of liability for incidental or consequential damages. Accordingly some of the above limitations of this section may not apply to you.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between WineWeb and you or any Winery or Merchant is intended or created by this Agreement.

You may not assign your right or delegate your duties under this Agreement

WineWeb may suspend or discontinue the Site with or without cause and with or without notice.

WineWeb shall not be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God or other cause beyond its reasonable control (including without limitation, any mechanical, electronic or communications failure).

4.9 Entire Agreement

This Agreement (as amended from time to time) comprises the entire agreement between you and WineWeb and governs the use of the Site and any services provided to you in connection with the Site. You may also be subject to additional terms and conditions when you use affiliate or other WineWeb services, third-party content or third-party software. Wineries and Merchants are also subject to further agreements regarding those services.

WineWeb makes no claims that the Site is appropriate for any particular purpose or audience. Access to the Site or use of the Site may not be legal by certain persons in certain countries.

Each provision of this Agreement excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.

No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.

WineWeb Enterprises, Inc. is headquartered in Santa Fe, NM, USA. All legal issues arising from or related to the use of the Site or any services provided in relation to the Site shall be construed in accordance with and determined by the laws of New Mexico and you submit to the exclusive jurisdiction of the New Mexico courts.

Recent Revision History

8 May 2003: Added section 3.1.3 and updated section 3.2 to reflect the myWineWeb service

30 July 2003: Added sections 3.1.4 and 3.4 for Merchant users and Merchants to other appropriate sections