Definitions
Wine Societies is an interactive on-line service on the World Wide Web of the Internet, consisting of information, products, services and content provided by its Members, Vendors, Advertisers and Company Personnel. "Member" means each person who establishes an account for access to the Wine Societies site.

General
By using Wine Societies, Member agrees to comply with all of the terms and conditions hereof. The right to use Wine Societies is personal to the Member and is not transferable to any other person or entity. The Member is responsible for all use of the Member’s account and for ensuring that all use of Member’s account complies fully with the provisions of this Agreement. Member shall be responsible for protecting the confidentiality of Members’ Username and Password.

Wine Societies shall have the right at any time to change or discontinue any aspect or feature of Wine Societies, including, but not limited to, content, hours of availability, and equipment needed for access or use.

Equipment
Member shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of Wine Societies and all charges related thereto.

Member Conduct
Member shall use Wine Societies for lawful purposes only. Member shall not post or transmit through Wine Societies, any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene or profane, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. Any conduct by a Member that in Wine Societies’ discretion restricts or inhibits any other Member from using or enjoying Wine Societies will not be permitted.

Member may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Member may download copyrighted material for Member’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, publication or commercial exploitation of downloaded material will be permitted without the express permission of Wine Societies and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution or copyright notice shall be made. Member acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

Member shall not upload, post or otherwise make available on Wine Societies any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with the Member. Member shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of Wine Societies, Member automatically grants, or warrants that the owner of such material has expressly granted Wine Societies the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material.

Disclaimer of Warranty and Limitation of Liability
Member expressly agrees that use of Wine Societies is at Member's sole risk. Neither Wine Societies, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that Wine Societies will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of Wine Societies or as to the accuracy, reliability or content of any information, service, or merchandise provided through Wine Societies.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, negligence, or under any other cause of action. Member specifically acknowledges that Wine Societies is not liable for the defamatory, offensive or illegal conduct of other Members or third parties and that the risk of injury from the foregoing rests entirely with the Member.

In addition to the terms set forth above neither Wine Societies nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in the information contained within Wine Societies or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising there from or occasioned thereby. None of the foregoing parties shall be liable for any third party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages

Monitoring
Wine Societies shall have the right, but not the obligation, to monitor the content of Wine Societies including Blogs and Forums, to determine compliance with this Agreement and any operating rules established by Wine Societies. Wine Societies shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Wine Societies.

Indemnification
Member agrees to defend, indemnify and hold harmless Wine Societies, its affiliates and their respective directors, officers, company personnel and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Wine Societies by the Member.

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Marketplace Rules
PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THE WINE SOCIETIES MARKETPLACE FOR AUCTIONING, BUYING AND SELLING WINE.

Wine Societies, Inc. (“Company,” “we,” “us”) provides the Marketplace on this website for the purchase and sale of wine and all site-related services (collectively, the “Marketplace”) subject to your compliance with the terms and conditions set forth in this agreement (the “Agreement”). This Agreement governs the relationship between Company and the Member (and any of the affiliates of the Member and its or their employees, contractors and agents, collectively “you”) with respect to your use of the Marketplace. It is important that you read carefully and understand the terms and conditions of this Agreement. By using the Marketplace, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Marketplace.

We reserve the right at any time to:

Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting in the Wine Societies Terms of Use. Your continued use of the Marketplace after such notice will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.

Registration: To register as a Member, the User must be twenty-one (21) years of age or older.

Use of Marketplace: All users of the Marketplace agree to the following rules and regulations.

1. Role of Company: The Company is a licensed wine broker under California law and acts only for (1) buyers of bottled wine who hold the required license in the State of California for the resale of wine and (2) sellers of bottled wine for the resale of wine who hold a wholesaler license in the State of California. The sellers of wine in the Marketplace who are unlicensed persons are not represented by the Company and must deal on an independent basis with all buyers.

2. Permitted Unlicensed Sellers: Members who are unlicensed consumers may sell their bottled vintage wine to licensed California buyers in the Marketplace, provided (i) the bottled wine was purchased by the unlicensed Member at retail, (ii) each bottle has a permanently affixed label stating that the wine was acquired from a private collection, and (iii) the wine being sold is either bottled white, rose, or sparkling wine which is not less than five years old or bottled red wine which is not less than 10 years old (“Vintage Wine Requirements”). No other wine may be sold in the Marketplace by an unlicensed seller. As a condition of sale, the individual Member must confirm that all of these requirements have been met.

3. Permitted Licensed Sellers: A Member who holds a wholesaler license in the State of California for the resale of wine may sell any wine to permitted buyers in the Marketplace under that license. Holders of retailer licenses for the resale of wine are prohibited from acting as sellers in the Marketplace either directly or indirectly. As a condition of sale, the wholesaler Member must agree to issue a bona fide authorization to the Company to offer to sell or sell the wine.

4. Permitted Buyers: A Member who holds a wholesale license or a retailer license for the resale of wine in the State of California may buy wine from permitted sellers in the Marketplace as follows:

(1) Purchase Vintage Wine from Unlicensed Sellers: Members holding a wholesaler license or a retailer license in the State of California for the resale of wine may buy bottled vintage wine from unlicensed sellers under the Vintage Wine Requirements in the Marketplace. As a condition of purchase, the wholesaler or retailer Member must agree to issue a bona fide offer to the Company to buy the wine from the seller.

(2) Purchase by Retailers from Wholesalers: Members holding a retailer license in the State of California for the resale of wine also may buy bottled wine from licensed wholesalers within the State of California in the Marketplace. As a condition of purchase, the retailer Member must agree to issue a bona fide offer to the Company to buy the wine from the licensed wholesaler. No retailer Member shall buy any wine from any other person holding a retailer license at anytime.

(3) Purchase by Wholesalers from Wineries: Members holding a wholesaler license in the State of California for the resale of wine may also buy bottled wine from licensed wineries within the State of California in the Marketplace. As a condition of purchase, the wholesaler Member must agree to issue a bona fide offer to the Company to buy the wine from the licensed winery.

(4) No Unlicensed Buyers: Unlicensed persons cannot directly or indirectly bid for or buy wine in the Marketplace under any circumstances. “Peer-to-peer” wine sales are unlawful in the State of California. Any direct or indirect bid or purchase of wine in the Marketplace by an unlicensed person will be grounds for the immediate termination of their membership in Wine Societies.

5. Sales and Purchases of Wine in the Marketplace: The sale and purchase of wine in the Marketplace occur as follows:

(1) Any permitted seller may post an offer to sell bottled wine to permitted buyers in the Marketplace under these rules. The offer may include a minimum reserve price set by the seller (auction) or a fixed price (sale). All offers and minimum reserve prices shall be binding on the seller once posted and the offer shall remain open for a number of hours after posting (“offer period”) as specified by the seller. The offer cannot be withdrawn by the seller unless it is not accepted during the offer period at at least the minimum reserve price or fixed price. In case the offer is not accepted, then the seller may reoffer the wine in the Marketplace at their option.

(2) Any permitted buyer may bid on the offer of the seller until the end of the offer period for the bottled wine. The permitted buyer with the highest purchase price bid at or above any minimum reserve price (or fixed price, in the case of a sale) as of the end of the offer period shall be deemed to have accepted the offer. At that time, both the seller and the buyer (highest bidder, in the case of an auction) will be bound by the offer and acceptance and required to complete the wine transaction.

(3) All shipping, sales and purchases of the wine are concluded directly between the seller and buyer. The Company does not ship, sell or buy wine. The seller will be required to ship the wine to the buyer in accordance with the buyer's instructions, and the buyer will be required to pay the seller directly for the wine purchased. The shipping costs will be negotiated between the buyer and seller. The Company is hereby expressly authorized by both the seller and the buyer to provide identifying and contact information for each of the parties to the other party in order to assist in consummating the transaction, and shall have no responsibility or obligation for any misuse or disclosure of such information by any person or entity.

(4) The buyer will also be required to pay the Company a commission fee for the transaction equal to the percentage of the purchase price then in effect for the Marketplace. The buyer's credit card will be charged once a buyer has accepted to buy the product being sold by the seller. No part of the commission may be paid by the seller at any time.

(5) As a condition of the offer and sale of the wine, the seller hereby represents and warrants to the buyer that the wine is as described in the offer, is in good and merchantable condition and fit for human consumption, that the seller holds clear title to the wine, and that the seller has the authority to enter into and complete the sales transaction with the buyer and has fully complied with all of the rules and regulations of the Marketplace and applicable law. If the seller is offering the wine as a permitted licensed wholesaler under these rules, the seller further represents and warrants to the buyer and to the Company that the seller at all relevant times holds all required licenses to permit the lawful resale of the wine in California through use of a licensed wine broker under Section 23377 of the California Business and Professions Code as amended or superseded.

(6) As a condition of bidding of and purchasing the wine, the buyer represents and warrants that it has the authority to enter into and complete the sales transaction with the seller and that it has complied with all of the rules and regulations of the Marketplace and applicable law. The buyer further represents and warrants to the seller and to the Company that the buyer at all relevant times holds all required licenses to permit the lawful purchase of the wine from the seller for resale in California through use of a licensed wine broker under Section 23377 of the California Business and Professions Code as amended or superseded.

(7) Any direct or indirect offer to sell or sale or purchase of wine in the Marketplace in violation of these rules will be grounds for the immediate termination of the subject Member, in addition to any other rights or remedies of the Company under these rules and regulations or under applicable law.

(8) Each of the foregoing terms and representations and warranties will survive the completion of the wine transaction.

6. No Warranties - Disclaimers: To the fullest extent permitted by applicable law, the Company disclaims any and all warranties of any kind or nature with respect to the Marketplace, including but not limited to (1) any warranties concerning the availability, accuracy, usefulness, or content of any information concerning the wine posted or otherwise provided by the seller, (2) any warranties of title, non-infringement, merchantability or fitness for a particular purpose with respect to the wine or any other aspect of the transaction; and (3) any warranties relating to any of the seller or buyers in the transaction. This disclaimer of liability applies to any damages, liability or injury caused by any failure of performance or delivery or any other act, error, omission, interruption, defect, theft, fraud, destruction with respect to the wine or any other aspect of the transaction, whether for breach of contract, tortious conduct, negligence, statutory violation or any other cause of action. Each Member hereby acknowledges that neither the Company nor any of its officers, directors, investors, employees, contractors, agents, successors, assigns, affiliates, or content or service providers is a seller or buyer of wine or has any responsibility of any kind with respect to the wine or the transaction.

7. Limitation of Liability: To the extent permitted by applicable law, neither the Company nor any of its officers, directors, investors, employees, contractors, agents, successors, assigns, affiliates, or content or service providers shall be liable to the seller or the buyers or any Member or any other third party for any direct, indirect, incidental, special, punitive or consequential damages arising out of the use of the Marketplace or inability to gain access to or use this service or out of any breach of any warranty, even if the Company or other person has been advised of the possibility of such damages.

8. Indemnity: By choosing to use the Marketplace, you agree to indemnify and hold harmless the Company and any of its officers, directors, investors, employees, contractors, agents, successors, assigns, affiliates, and content or service providers from any and all claims or damages or liabilities, including reasonable attorney's fees, made by third parties due to, or arising out of the offer or sale or purchase of any wine in the Marketplace or any other aspect of the transaction; or of your use of or connection to the Company website; your violation of the terms and conditions of these rules and regulations or Terms of Use of the website; or your violation of any rights of any other person or entity.