Terms of Service
Hall Wines Terms of Service
Last Updated: 07/07/2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome to HALL Wines! These Terms of Service (the “Terms”) govern the website www.hallwines.com (including both mobile and online versions) (the “Site”), any of our mobile applications (each, an “App”) and other interactive features, widgets, content, and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Hall Wines, LLC, dba HALL Wines (“HALL Wines,” “we,” “our,” or “us”). By using the Service, you acknowledge that your data will be collected pursuant to the HALL Wines Privacy Policy and you consent to the collection, use, sharing, and processing of your data in accordance with our Privacy Policy . You must be at least twenty-one (21) years of age to use the Service.
If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes—we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of service.
Attention California residents. Proposition 65 WARNING: Drinking distilled spirits, beer, coolers, wine and other alcoholic beverages may increase cancer risk, and during pregnancy, can cause birth defects. For more information go to www.P65Warnings.ca.gov/alcohol .
Full Details of the Terms of Service
1. Accounts
A. Account Service. Customers can access the Service without registering for an account to view our wines, locations, portfolios, information about our Rewards Program, and/or other information about HALL Wines.
If permitted on the Service, customers may also register for an account on the Service to manage billing and shipping information, track orders, and perform other functions when ordering HALL Wines products, as well as purchase a HALL Wine Club (“Wine Club”) membership (a “Wine Club Membership”). There are different types of Wine Club Memberships, and the benefits included each type of Wine Club Membership are available here . The general benefits included in all Wine Club Memberships are available here .
B. Account Access. No one under twenty-one (21) years of age is allowed to create an account or use the Service. In order to access or use some of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and sign up for a membership as described in Section 4). The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our Service in a technical way.
D. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. HALL Wines reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information
2. Content, Ownership, Limited License, and Other Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to HALL Wines, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) our blogs and/or educational materials related to wine; (iii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of HALL Wines (collectively, “Trademarks”); and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by HALL Wines, our parent company, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of HALL Wines or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. HALL Wines owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms and any Additional Terms, HALL Wines grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in HALL Wines’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of HALL Wines and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
E. Special Notice. HALL Wines and its affiliates have a no-tolerance policy regarding the use of our Content, including our Trademarks or names in metatags and/or hidden text. Specifically, the use of our Trademarks in metatag keywords is trademark infringement, and the use of Trademarks in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Framing or other association of this Service or any software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements, and/or other information not originating from the Service is expressly prohibited.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) unless authorized by HALL Wines, use the Service for purposes of advertising, soliciting funds, collecting product prices, or selling products; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to HALL Wines; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, HALL Wines, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts in connection with the Service, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, (c) engage in any activities that are designed to defraud or game HALL Wines or third parties, or (d) deploy, or permit any third party to deploy, any technology on, or in connection with, HALL Wines or HALL Wines branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with HALL Wines prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of HALL Wines or, in the case of Content from a licensor, the owner of the Content; and (vi) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. HALL Wines may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in HALL Wines’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by HALL Wines and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
E. AI Assistant. If applicable to the Service, the artificial intelligence (“AI”) assistant provided via the chat feature on the Site is an automated system that generates responses based on user inputs and available data. It is intended for general informational purposes only and may produce content that is inaccurate, incomplete, or outdated. You are responsible for your inputs into the AI assistant, including ensuring that inputs do not violate any applicable laws, regulations, or guidance, infringe or misappropriate third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or these Terms. If you use these AI chat features, you agree that we may record and retain a transcript of all communications with you via our chatbot and managed chat tools to provide the chatbot and for quality and verification purposes. Additionally, the information you provide to the AI chat feature may be collected by us and our agents and partners and may be retained to improve your experience. The chatbot and managed chat functionality is limited to Site-related inquiries and may not be monitored in real time. Your use of the AI assistant is at your own risk, and you are solely responsible for evaluating the accuracy and appropriateness of any information provided by the AI assistant before taking action. By using the AI chatbot you agree that your use will be limited to Site-related inquiries. Your use of the AI chatbot is governed by these Terms and collection of your data in connection with the chatbot/managed chat functionality will be governed by our Privacy Policy
4. Terms Applicable to Purchases and Memberships
A. Generally. To purchase any products or services, or to access and use any membership (including a Wine Club Membership) that we make available for sale on the Service, you must be at least twenty-one (21) years of age. Prior to the purchase of any products, services, or signing up for memberships, you may be required to provide us with a valid credit card number or debit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your card number; (iii) the card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card or payment account. By submitting any information to us or to our third-party card processor, you agree that you authorize us and/or our processor to charge your card/account at our convenience. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, delivery fees, and surcharges) as of the time you submit the order. WE WILL AUTOMATICALLY BILL YOUR CREDIT/DEBIT CARD OR OTHER FORM OF PAYMENT SUBMITTED AS PART OF THE ORDER PROCESS FOR SUCH PRICE. For debit card information submitted, you will be required to agree to debit authorization upon submitting your debit card for payment. YOU HEREBY AUTHORIZE HALL WINES TO BILL YOUR CREDIT OR DEBIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE PRODUCTS OR SERVICES YOU RECEIVE OR AS PART OF YOUR MEMBERSHIP.
B. Quarterly Membership Term & Termination. Except in the event of a trial offer, your membership will commence as of the date you successfully sign up for the membership. Your membership will continue in full force and, if part of your membership, your membership will include the purchase of products billed to your credit/debit card on file on a quarterly basis until such time as you cancel the membership as further explained below (the “Quarterly Membership Term”). You will not be entitled to receive a refund for products already billed to your credit/debit card, except as provided in Section 4(G) or unless required by law. HALL Wines will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your membership, if: (i) you fail to pay HALL Wines any amount due to HALL Wines under these Terms; and/or (ii) you materially breach any term or condition of these Terms. HALL Wines shall have the right to terminate these Terms and suspend your access to your membership with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for products as part of the membership. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your membership will terminate.
C. Promotional Offerings. We may offer promotional, trial or other offerings for our products and services for a limited time. If you sign up for a trial, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a trial, you may be required to provide your credit card number or other information and HALL Wines will confirm such information is valid. When we process your credit/debit card, some credit/debit card companies may place a temporary hold on your account for your first payment. Please contact your credit/debit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. IF YOU ARE REQUIRED TO ENTER PAYMENT INFORMATION TO RECEIVE YOUR TRIAL, ONCE YOUR TRIAL ENDS, THE PRICE WILL INCREASE TO THE THEN-CURRENT PRICE AS SPECIFIED IN YOUR PLAN, AND WE OR A THIRD PARTY WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR THE PRODUCTS AS PART OF YOUR MEMBERSHIP (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEMBERSHIP CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF YOUR TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
D. Auto-Renewal of Memberships. When you enroll in our membership and purchase a continuous shipment of wine products (the “Wine Allocation”), the Wine Allocation will be shipped each Quarterly Membership Term (i.e., four (4) times a year). Your Wine Allocation will automatically renew at the beginning of your Quarterly Membership Term continuously and indefinitely without action by you, and the Wine Allocation fee will be charged to your card on file at the beginning of the Quarterly Membership Term, until you cancel via the cancellation method described in Section 4(E). An enrollee whose Wine Allocation fee has been paid is entitled to all privileges included in the membership as part of such Wine Allocation until the membership is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your Wine Allocation, you are agreeing to pay a Wine Allocation fee that will automatically renew at the then current rate, unless you cancel prior to the beginning of your renewal Quarterly Membership Term, and any applicable shipping, taxes and service fees (collectively, “Fees”). Wine Allocation fees and shipping timing vary by membership tier and selection. The Fees will be charged to your original payment method automatically at the beginning of your Quarterly Membership Term, and at the beginning of each renewal Quarterly Membership Term thereafter on the calendar day corresponding to the commencement of your current Quarterly Membership Term, unless you cancel your membership or your account is suspended or terminated pursuant to these Terms. The renewal Quarterly Membership Term will be the same length as your initial Quarterly Membership Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Quarterly Membership Term will be the then current Wine Allocation-rate. The Fees charged to your payment method may vary from Quarterly Membership Term to Quarterly Membership Term due to changes in your membership plan or applicable taxes, and you authorize HALL Wines to charge your payment method for these amounts. HALL Wines reserves the right to change the pricing of the Wine Allocation at any time. In the event of a price change, HALL Wines will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your Wine Allocation and any products/services offered in your membership package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our membership packages through an electronic communication to you. If you do not wish to accept a price or membership package change made by us, you may cancel your membership or Wine Allocation as described below, otherwise you will be deemed to have consented to the price/membership package change and authorize HALL Wines to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify HALL Wines in writing within forty-five (45) days after they first appear on an account statement.
E. Cancellation of Membership. You have the right to cancel your membership at any time. If you purchased a Wine Allocation through a membership on the Site, cancel through the Site by accessing your account and navigating to “Wine Club Membership” and following the prompts to cancel, calling (707) 967-2631, or emailing membership@hallwines.com , but you must cancel at least twenty-four (24) hours prior to the start of the subsequent Quarterly Membership Term or another time period stated by us in connection with the membership to avoid being charged for a subsequent Wine Allocation. If you have issues cancelling your membership, please contact us for assistance by emailing us at orders@hallwines.com . Cancellation of initial membership or Wine Allocation any time after purchase will result in forfeiture of any Fees. Upon cancellation, you lose access to your membership plan’s benefits as described in Section 1(A).
F. Methods of Payment, Credit Card Terms, and Taxes. All payments through the Service must be made through any of the methods that are accepted at the time of payment by us or by our payment services provider, which include the following payment methods: Visa, Mastercard, American Express, Discover, and any other payment methods we may offer in the future. We currently do not accept cash, personal, or business checks or any other payment form on the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card or payment account, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a card or account holder. If for any reason your default payment method is declined or no longer available, you authorize us to charge any other payment method that you have authorized for use on your account with us. You will remain responsible for any uncollected amounts. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR METHOD OF PAYMENT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us in writing of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, without limitation, sales, use, or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any states or localities that we deem is required in accordance with our order policy in effect at the time of purchase.
G. Shipping, Returns, and Refund Policy
Wine Purchases
For purchases of alcoholic beverages made through the Service, due to state-mandated compliance laws, we are unable to ship wines to certain states, as detailed here . Shipping costs will vary by state and location and may be changed by HALL Wines from time to time. In addition, due to the ever-changing nature of alcohol and other wine-related laws, HALL Wines may, from time to time, be advised that it is not able to complete delivery of a wine or ship wine to you. In this case HALL Wines may request a new address or cancel your order.
There is no available return or exchange for shipped wines except as set forth in this paragraph. We want you to be 100% happy with your wine. If your wine is received damaged, flawed, or otherwise defective, or if you receive an incorrect order, you may contact HALL Wines at orders@hallwines.com regarding the issue and HALL Wines may, in its discretion and based on the particular conditions of each circumstance, send a replacement at no additional cost, which shall be your sole and exclusive remedy for damaged, flawed, or incorrect product(s). Claims for damaged, flawed, or incorrect orders must be reported within forty-five (45) days of delivery. If HALL Wines does not receive a report within such forty-five (45) day period, you forfeit a refund and/or option for replacement.
An adult who is at least twenty-one (21) years of age or older is required to sign for deliveries. The delivery carrier will make no more than three (3) delivery attempts before placing the order on Hold at Location (“HAL”) or returning it to HALL Wines. If an order is returned to us due to a missed signature or an expired HAL, we will contact you to arrange a second delivery at a time that works best. In any event, if an order is returned to HALL Wines for any reason, including but not limited to, failed delivery attempts and/or missed delivery (including a missed signature), a twenty-five dollar ($25) processing fee will apply. During times of inclement weather, extreme heat, or extreme cold, HALL Wines reserves the right to delay shipments until conditions improve. Please be advised that HALL Wines is not responsible for items damaged due to weather conditions.
If you use and/or access the Service for the purchase of any alcoholic beverage, you understand you will be required to confirm your date of birth at checkout and provide a valid, government-issued photo identification to the delivery person upon delivery of your purchase. You acknowledge and agree that any shipment courier reserves the right, at his or her discretion, to refuse delivery and return the item(s) if you do not provide valid, government-issued identification upon delivery. All item(s) purchased through the Service are subject to a contract for shipment. The risk of loss and title for such item(s) passes to you upon acceptance of the shipment from such shipment carrier and/or courier.
Wine Club Membership
For purchases of memberships made through the Service, while you may cancel your membership at any time, there are no refunds for cancellation except as provided in this Section 4(G) or otherwise in our sole and absolute discretion or as required per applicable law. In the event that HALL Wines suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused membership features or benefits, except in our sole and absolute discretion or as required per applicable law.
Pursuant to and subject to your Wine Club Membership, HALL Wines will make certain wine selections of its choosing (a “Club Allocation”) and either: (1) HALL Wines will ship you the Club Allocation; or (2) you may pick-up the Club Allocation at a Visitor Center (defined below). Club Allocations are usually made in the months of February, May, September, and November, however, you acknowledge and agree that Club Allocation months are subject to change at the sole discretion of HALL Wines without notice.
In the event HALL Wines is unable to ship your wine to you due to compliance regulations, HALL Wines may offer you the option to change your delivery address or membership to a pickup membership to allow you to pick up your Club Allocation at one of the following visitor centers (each, a “Visitor Center,” and collectively, the “Visitor Centers”):
401 St. Helena Hwy S.,
If picking up your Club Allocation is not agreeable or possible, you may cancel your Wine Club Membership in accordance with the terms herein, and you may receive a refund for any wine you paid for that HALL Wines was not able to ship to you based on such a change in laws.
Wine Club members who elect to pick up their Club Allocation are required to pick up such Club Allocation from the applicable Visitor Center or as otherwise stated by us, within the deadlines communicated to members by HALL Wines. If you are unable to pick up in that time frame, you must call 707-967-2631 or email membership@hallwines.com to make other arrangements prior to the forty-fifth (45th) day following the billing date. If a Club Allocation is not picked up within the forty-five (45) day period, and no prior arrangements have been made with HALL Wines, such wines will be shipped the following week to the billing address on file, for an additional charge.
H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell or that the price or availability of an item has been confirmed. We reserve the right at any time after receipt of your order to accept or decline your order, or otherwise cancel your order, for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item or refuse to fulfil your order (in whole or in part). Your order will be deemed accepted by us upon our delivery of the products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card in the amount charged for the cancelled portion or the quantity not provided (if your debit card has already been charged for the order); or (iii) we will not charge your credit/debit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effectuated until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for and your credit/debit card or other third-party payment account may be charged for the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your order was received. We may refuse any order that is connected with a previous credit card dispute or previous apparent fraudulent activity. We may refuse to accept any order if fraudulent activity is suspected and we may refuse to process any subsequent order from a customer who has a history of placing fraudulent orders.
I. No Responsibility to Sell Mispriced Products. We do our best to describe every item, product, or service offered on the Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product, or service, we shall have the right to revoke any stated price and to correct the error, inaccuracy, or omission (including after a purchase has been made) or to refuse or cancel any orders in our sole discretion (including any accepted orders). If we charged your credit/debit card or other account prior to cancellation, we will issue a credit or refund to your account in the amount of the charge. Additional terms may apply.
J. Modifications to Prices, Products/Services, and Billing Terms. Purchases of products and services on the Service are subject to availability. All descriptions, images, references, features, content, information, specifications, products, and prices described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services, including for any items sold by third parties (if any). Descriptive, typographic, and photographic errors are subject to correction and we shall have no liability of any kind for such errors. We strive to display as accurately as possible the colors of the products shown on the Service; however, we cannot and do not guarantee that your monitor’s display of any color will be accurate. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. HALL WINES RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.
K. Offers and Discounts. For most promotional offers, such as coupons, vouchers, and discounts, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously purchased services, gift cards, or taxes, there is no cash value, and there is a limit of one (1) offer per order. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as coupons and promotional code restrictions vary. We reserve the right to modify, suspend, impose conditions on, or cancel offers at any time without notice. If you return any of the items purchased with a discount offer, the discount or value may be subtracted from the return credit or refund. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable sales tax related to the use of the offer.
5. Feedback You Submit
A. General. HALL Wines may now or in the future offer users of the Site the opportunity to upload, display, publish, distribute, transmit, or otherwise make available on or submit through the Site, messages, text, files, comments, responses, information, content, results, reviews, suggestions, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). HALL Wines may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree that: (1) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (2) HALL Wines does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon HALL Wines’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with HALL Wines, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, HALL Wines retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. HALL Wines’ receipt of your Unsolicited Ideas and Materials is not an admission by HALL Wines of their novelty, priority, or originality, and it does not impair HALL Wines’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
C. License to HALL Wines of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to HALL Wines, and you agree to grant to HALL Wines, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to HALL Wines to your User-Generated Content, you also hereby grant to HALL Wines, and agree to grant to HALL Wines, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).
D. Additional Guidelines for Customer Reviews. The following guidelines apply to User-Generated Content that constitutes a review of a HALL Wines service (each, a “Review”), and these additional guidelines shall apply in the event that your User-Generated Content is a Review:
Reviews may only be of products or services provided by HALL Wines and you must be a bona-fide user of the HALL Wines product or service that you reference in your Review;
Reviews must be appropriate to the forum. For example, Reviews aren’t the place for rants about political ideologies, HALL Wines’ employment practices, extraordinary circumstances, or other matters that don’t address the HALL Wines product or service you are reviewing;
Reviews should reflect your genuine experience with HALL Wines’ products and services and be a true and accurate reflection of your honest experience(s), view(s), finding(s), belief(s) and opinion(s) based on your personal use of the HALL Wines product/service you are reviewing;
Don’t post fake Reviews, don’t post the same Review multiple times, and don't post Reviews for the same product or service from multiple accounts;
Reviews should reflect your first-hand experience, not what you heard from someone else, or what you saw in the news. Tell your own opinion without resorting to broad generalizations and conclusory allegations;
Make sure your Review is factually correct. Feel free to express your opinions, but don’t exaggerate or misrepresent your experience;
Reviews should not make any product performance or attribute claims about HALL Wines products or services;
If you received a HALL Wines product or service from HALL Wines for free (as a gift from us or otherwise) (a “Gift”), in order to comply with your obligations set forth in the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 ) (the “Guides”), your Review must contain a disclosure of the fact that you received the Gift free of charge from HALL Wines (the “Disclosure”). Such Disclosure must be prominent, clear and conspicuous and communicated in a way that a reader of your Review is likely to notice and understand. It’s not too complicated – it should just be straightforward and upfront. Here are a couple of examples of how this Disclosure can be made very easily and simply:
“I accepted a free merch from HALL Wines in connection with my review.”
Any HALL Wines team member or employee who writes a Review must disclose that they are affiliated with or compensated by HALL Wines.
We may restrict your ability to submit or post a Review when we detect unusual reviewing behavior, or to maintain the best possible shopping experience; and
If your Review is removed or rejected because it does not comply with these Terms, you may not resubmit a Review on the same product or service, even if the resubmitted Review includes different content.
6. Notices and Questions
You agree that: (a) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at info@hallwines.com or by using the chat feature at the bottom right of the Site. You acknowledge that the provision of customer support is at HALL Wines’ sole discretion and that we have no obligation to provide you with customer support of any kind.
7. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with HALL Wines or cause any other confusion; and (c) the links and the content on your website do not portray HALL Wines or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to HALL Wines. HALL Wines reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked-To Websites; Dealings with Third Parties
A. Linked Service; Advertisements. The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites (“Linked Service”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with HALL Wines. HALL Wines may have no control over the content, operations, policies, terms, or other elements of Linked Service, and HALL Wines does not assume any obligation to review any Linked Service. HALL Wines does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, HALL Wines is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Service. Finally, HALL Wines will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Service. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of Linked Service. HALL Wines disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Service or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). HALL Wines disclaims all liability in connection therewith.
9. Wireless Features and Text Message Communications
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.
C. Your Consent to Receive Automated Calls/Texts. By signing-up for communications from or on behalf of HALL Wines, you are agreeing to receive ongoing and recurring informational and/or marketing messages from HALL Wines and/or third-parties acting on our behalf, at the telephone number(s) you provide, including, but not limited to, text messages (such as SMS, MMS, RCS, or successor protocols or technologies) (collectively, “Messages”) sent using an auto-dialer and/or any other automated system or method. Message frequency varies. These Messages may include information about promotional content, including coupons, advertisements, events, polls, giveaways, cart reminders, delivery reminders and/or your relationship with HALL Wines, and may be sent after regular business hours. You understand that you do not have to agree to receive automated marketing Messages as a condition of purchasing any goods or services. While you consent to receive Messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of the Messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). You acknowledge that Messages may be sent to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive Messages from or on behalf of HALL Wines, even if you terminate your relationship with us, except if you opt-out. You can stop receiving messages at any time by following the Opt-Out Instructions below. For help, text “HELP” in response to any Message from us or contact our Customer Service Department .
D. Provision of Telephone Numbers and Other Contact Information. You verify that any contact information you provide to HALL Wines, our respective agents, and affiliates, including, but not limited to, your name, mailing address, email address, your residential, business, and/or mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If you provide your phone number(s) in conjunction with a business account, you represent and warrant that any such number is a business telephone number and agree it shall not be treated as a residential telephone line for purposes of any communications from or on behalf of HALL Wines. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or text program enrolment at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect, including by texting “STOP” to any text message you receive from us. In the event that you get a new telephone number, you will need to contact us via email at info@hallwines.com or via phone number at 707-967-2626 to update the phone number associated with your account.
E. Opt-Out Instructions. Your consent to receive automated Messages is completely voluntary. You may opt-out at any time, including by replying “STOP” to any Message you receive from us or by emailing us at info@hallwines.com and specifying that you want to opt out of automated Messages. When opting out of Messages, you acknowledge and agree to accept a final Message confirming your opt-out; this Message may also seek to clarify the scope of your opt-out. You waive any rights to bring claims for unauthorized or undesired Messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to ten (10) business days (unless otherwise required by applicable law) to process any opt-out request. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
F. Call Recording and Monitoring. You acknowledge that all communications, including telephone calls, voicemails, and Messages to, from or through HALL Wines and/or our agents, independent contractors, and affiliates, may be monitored and recorded and you consent to such monitoring and recording.
G. Fees and Charges. There is no fee to receive automated Messages from us, our agents, affiliates, and independent contractors. However, you may incur a charge for these Messages from your telephone carrier or service provider, which is your sole responsibility. Messaging and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that HALL Wines, our agents, affiliates, and independent contractors are not responsible for such charges. Your obligations under this provision will survive termination of these Terms.
H. Unauthorized Use of Your Telephone Device. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we, our agents, affiliates, and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of HALL Wines, our agents, affiliates, and independent contractors or others due to such unauthorized use.
I. MMS Disclosure. HALL Wines may send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
J. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
K. Age Restriction. You may not sign up for Messages if you are under twenty-one (21) years of age. By signing up for Messages, you acknowledge and agree that you are at least twenty-one (21) years of age and that you are permitted by your jurisdiction’s applicable law to consent to receive Messages.
10. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of HALL Wines’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via certified U.S. mail to: Hall Wines, LLC, 2323 Ross Ave., Suite #200, Dallas, TX 75201, Attn: General Counsel. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, HALL Wines and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and HALL Wines in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or HALL Wines to resolve the Dispute or Excluded Dispute on terms with respect to which you and HALL Wines, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 10(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and HALL Wines agree that we intend that this Section 10(A) satisfies the “writing” requirement of the FAA.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND HALL WINES OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between HALL Wines and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. HALL Wines and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 10(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and HALL Wines regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 10 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of HALL Wines consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 10(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require HALL Wines to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then HALL Wines will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 10(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com .
D. Special Additional Procedures for Mass Arbitration. If twenty five (25) or more similar claims are asserted against HALL Wines by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for HALL Wines shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, HALL Wines and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, HALL Wines and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with HALL Wines and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. HALL Wines does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 10(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 10(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against HALL Wines.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 10(A); (ii) filing for arbitration with JAMS as set forth in Section 10(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, your User-Generated Content, these Terms and/or HALL Wines’ intellectual property rights (including such that HALL Wines may claim are in dispute), HALL Wines’ operations, and/or HALL Wines’ products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 10(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(H). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts In or Near Dallas County, Texas. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in or near Dallas County, Texas. Accordingly, you and HALL Wines consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Texas, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, HALL Wines, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “HALL Wines Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content and your User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of any information, including your User-Generated Content, to HALL Wines via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to, or errors on, the Service will be repaired or corrected;
(h) whether your access to the Service will be uninterrupted;
(i) whether the Service will be available at any particular time or location; and
(j) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY AN HALL WINES PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HALL WINES PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY HALL WINES PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the Content and your User-Generated Content);
(b) any communications (including text messages) you receive from HALL Wines or the Services;
(c) your use of or inability to use the Service, or the performance of the Service;
(d) any action taken in connection with an investigation by HALL Wines Parties or law enforcement authorities regarding your access to or use of the Service;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any injury or damages you sustain directly or indirectly as a result of your use of the Service or HALL Wines products;
(g) any damages to your personal property as a result of your use of the Service or HALL Wines products;
(h) any errors or omissions in the Service’s technical operation; or
(i) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if HALL Wines Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HALL WINES PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HALL WINES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
13. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
14. General Provisions
A. HALL Wines’ Consent or Approval. As to any provision in these Terms or any Additional Terms that grants HALL Wines a right of consent or approval, or permits HALL Wines to exercise a right in its “sole discretion,” HALL Wines may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by HALL Wines without being in writing and signed by an officer of HALL Wines.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold the HALL Wines Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any HALL Wines Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service, HALL Wines products, and/or your activities in connection with the Service (including your User-Generated Content) or HALL Wines products; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, including, without limitation, the federal Telephone Consumer Protection Act and state law equivalent statutes, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; (vi) any other party’s access and/or use of the Service with your account; and (vii) HALL Wines Parties’ use of the information or content that you submit to us, including your User-Generated Content (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by HALL Wines Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, HALL Wines Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. HALL Wines Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a HALL Wines Party.
C. Operation of Service; Availability of Products and Service; International Issues. HALL Wines controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. HALL Wines makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)–(iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. HALL Wines reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by HALL Wines in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to HALL Wines under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from HALL Wines, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to HALL Wines in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. HALL Wines may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of HALL Wines.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or HALL Wines in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict HALL Wines’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
15. Terms Applicable For Apple Device Users
If you are accessing or using the App through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(a) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and Hall Wines and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html ) and any third party terms of agreement applicable to the Service.
(c) You acknowledge that Hall Wines, and not Apple, is responsible for providing the Service and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Hall Wines, Hall Wines and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(g) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(i) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(j) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Terms Applicable For Google Play Users
The following applies to any mobile apps, including our App, that you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Hall Wines only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Services; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Hall Wines, and not Google, is solely responsible for Hall Wines’ Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Hall Wines’ Google-Sourced Software.
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Walt Wines Terms of Service
Last Updated: 07/07/2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome to WALT Wines! These Terms of Service (the “Terms”) govern the website www.waltwines.com (including both mobile and online versions) (the “Site”), any of our mobile applications (each, an “App”) and other interactive features, widgets, content, and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Hall Wines, LLC, dba WALT Wines (“HALL Wines,” “we,” “our,” or “us”). By using the Service, you acknowledge that your data will be collected pursuant to the HALL Wines Privacy Policy and you consent to the collection, use, sharing, and processing of your data in accordance with our Privacy Policy . You must be at least twenty-one (21) years of age to use the Service.
If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes—we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of service.
Attention California residents. Proposition 65 WARNING: Drinking distilled spirits, beer, coolers, wine and other alcoholic beverages may increase cancer risk, and during pregnancy, can cause birth defects. For more information go to www.P65Warnings.ca.gov/alcohol .
Full Details of the Terms of Service
1. Accounts
A. Account Service. Customers can access the Service without registering for an account to view our wines, locations, portfolios, information about our Rewards Program, and/or other information about WALT Wines.
If permitted on the Service, customers may also register for an account on the Service to manage billing and shipping information, track orders, and perform other functions when ordering WALT Wines products, as well as purchase a WALT Wine Club (“Wine Club”) membership (a “Wine Club Membership”). There are different types of Wine Club Memberships, and the benefits included each type of Wine Club Membership are available here . The general benefits included in all Wine Club Memberships are available here .
B. Account Access. No one under twenty-one (21) years of age is allowed to create an account or use the Service. In order to access or use some of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and sign up for a membership as described in Section 4). The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our Service in a technical way.
D. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. HALL Wines reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information
2. Content, Ownership, Limited License, and Other Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to HALL Wines, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) our blogs and/or educational materials related to wine; (iii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of HALL Wines (collectively, “Trademarks”); and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by HALL Wines, our parent company, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of HALL Wines or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. HALL Wines owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms and any Additional Terms, HALL Wines grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in HALL Wines’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of HALL Wines and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
E. Special Notice. HALL Wines and its affiliates have a no-tolerance policy regarding the use of our Content, including our Trademarks or names in metatags and/or hidden text. Specifically, the use of our Trademarks in metatag keywords is trademark infringement, and the use of Trademarks in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Framing or other association of this Service or any software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements, and/or other information not originating from the Service is expressly prohibited.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) unless authorized by HALL Wines, use the Service for purposes of advertising, soliciting funds, collecting product prices, or selling products; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to HALL Wines; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, HALL Wines, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts in connection with the Service, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, (c) engage in any activities that are designed to defraud or game HALL Wines or third parties, or (d) deploy, or permit any third party to deploy, any technology on, or in connection with, HALL Wines or HALL Wines branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with HALL Wines prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of HALL Wines or, in the case of Content from a licensor, the owner of the Content; and (vi) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. HALL Wines may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in HALL Wines’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by HALL Wines and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
E. AI Assistant. If applicable to the Service, the artificial intelligence (“AI”) assistant provided via the chat feature on the Site is an automated system that generates responses based on user inputs and available data. It is intended for general informational purposes only and may produce content that is inaccurate, incomplete, or outdated. You are responsible for your inputs into the AI assistant, including ensuring that inputs do not violate any applicable laws, regulations, or guidance, infringe or misappropriate third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or these Terms. If you use these AI chat features, you agree that we may record and retain a transcript of all communications with you via our chatbot and managed chat tools to provide the chatbot and for quality and verification purposes. Additionally, the information you provide to the AI chat feature may be collected by us and our agents and partners and may be retained to improve your experience. The chatbot and managed chat functionality is limited to Site-related inquiries and may not be monitored in real time. Your use of the AI assistant is at your own risk, and you are solely responsible for evaluating the accuracy and appropriateness of any information provided by the AI assistant before taking action. By using the AI chatbot you agree that your use will be limited to Site-related inquiries. Your use of the AI chatbot is governed by these Terms and collection of your data in connection with the chatbot/managed chat functionality will be governed by our Privacy Policy
4. Terms Applicable to Purchases and Memberships
A. Generally. To purchase any products or services, or to access and use any membership (including a Wine Club Membership) that we make available for sale on the Service, you must be at least twenty-one (21) years of age. Prior to the purchase of any products, services, or signing up for memberships, you may be required to provide us with a valid credit card number or debit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your card number; (iii) the card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card or payment account. By submitting any information to us or to our third-party card processor, you agree that you authorize us and/or our processor to charge your card/account at our convenience. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, delivery fees, and surcharges) as of the time you submit the order. WE WILL AUTOMATICALLY BILL YOUR CREDIT/DEBIT CARD OR OTHER FORM OF PAYMENT SUBMITTED AS PART OF THE ORDER PROCESS FOR SUCH PRICE. For debit card information submitted, you will be required to agree to debit authorization upon submitting your debit card for payment. YOU HEREBY AUTHORIZE HALL WINES TO BILL YOUR CREDIT OR DEBIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE PRODUCTS OR SERVICES YOU RECEIVE OR AS PART OF YOUR MEMBERSHIP.
B. Quarterly Membership Term & Termination. Except in the event of a trial offer, your membership will commence as of the date you successfully sign up for the membership. Your membership will continue in full force and, if part of your membership, your membership will include the purchase of products billed to your credit/debit card on file on a quarterly basis until such time as you cancel the membership as further explained below (the “Quarterly Membership Term”). You will not be entitled to receive a refund for products already billed to your credit/debit card, except as provided in Section 4(G) or unless required by law. HALL Wines will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your membership, if: (i) you fail to pay HALL Wines any amount due to HALL Wines under these Terms; and/or (ii) you materially breach any term or condition of these Terms. HALL Wines shall have the right to terminate these Terms and suspend your access to your membership with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for products as part of the membership. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your membership will terminate.
C. Promotional Offerings. We may offer promotional, trial or other offerings for our products and services for a limited time. If you sign up for a trial, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a trial, you may be required to provide your credit card number or other information and HALL Wines will confirm such information is valid. When we process your credit/debit card, some credit/debit card companies may place a temporary hold on your account for your first payment. Please contact your credit/debit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. IF YOU ARE REQUIRED TO ENTER PAYMENT INFORMATION TO RECEIVE YOUR TRIAL, ONCE YOUR TRIAL ENDS, THE PRICE WILL INCREASE TO THE THEN-CURRENT PRICE AS SPECIFIED IN YOUR PLAN, AND WE OR A THIRD PARTY WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR THE PRODUCTS AS PART OF YOUR MEMBERSHIP (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEMBERSHIP CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF YOUR TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
D. Auto-Renewal of Memberships. When you enroll in our membership and purchase a continuous shipment of wine products (the “Wine Allocation”), the Wine Allocation will be shipped each Quarterly Membership Term (i.e., four (4) times a year). Your Wine Allocation will automatically renew at the beginning of your Quarterly Membership Term continuously and indefinitely without action by you, and the Wine Allocation fee will be charged to your card on file at the beginning of the Quarterly Membership Term, until you cancel via the cancellation method described in Section 4(E). An enrollee whose Wine Allocation fee has been paid is entitled to all privileges included in the membership as part of such Wine Allocation until the membership is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your Wine Allocation, you are agreeing to pay a Wine Allocation fee that will automatically renew at the then current rate, unless you cancel prior to the beginning of your renewal Quarterly Membership Term, and any applicable shipping, taxes and service fees (collectively, “Fees”). Wine Allocation fees and shipping timing vary by membership tier and selection. The Fees will be charged to your original payment method automatically at the beginning of your Quarterly Membership Term, and at the beginning of each renewal Quarterly Membership Term thereafter on the calendar day corresponding to the commencement of your current Quarterly Membership Term, unless you cancel your membership or your account is suspended or terminated pursuant to these Terms. The renewal Quarterly Membership Term will be the same length as your initial Quarterly Membership Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Quarterly Membership Term will be the then current Wine Allocation-rate. The Fees charged to your payment method may vary from Quarterly Membership Term to Quarterly Membership Term due to changes in your membership plan or applicable taxes, and you authorize HALL Wines to charge your payment method for these amounts. HALL Wines reserves the right to change the pricing of the Wine Allocation at any time. In the event of a price change, HALL Wines will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your Wine Allocation and any products/services offered in your membership package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our membership packages through an electronic communication to you. If you do not wish to accept a price or membership package change made by us, you may cancel your membership or Wine Allocation as described below, otherwise you will be deemed to have consented to the price/membership package change and authorize HALL Wines to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify HALL Wines in writing within forty-five (45) days after they first appear on an account statement.
E. Cancellation of Membership. You have the right to cancel your membership at any time. If you purchased a Wine Allocation through a membership on the Site, cancel through the Site by accessing your account and navigating to “Wine Club Membership” and following the prompts to cancel, calling (707) 967-2631, or emailing membership@waltwines.com , but you must cancel at least twenty-four (24) hours prior to the start of the subsequent Quarterly Membership Term or another time period stated by us in connection with the membership to avoid being charged for a subsequent Wine Allocation. If you have issues cancelling your membership, please contact us for assistance by emailing us at orders@waltwines.com . Cancellation of initial membership or Wine Allocation any time after purchase will result in forfeiture of any Fees. Upon cancellation, you lose access to your membership plan’s benefits as described in Section 1(A).
F. Methods of Payment, Credit Card Terms, and Taxes. All payments through the Service must be made through any of the methods that are accepted at the time of payment by us or by our payment services provider, which include the following payment methods: Visa, Mastercard, American Express, Discover, and any other payment methods we may offer in the future. We currently do not accept cash, personal, or business checks or any other payment form on the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card or payment account, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a card or account holder. If for any reason your default payment method is declined or no longer available, you authorize us to charge any other payment method that you have authorized for use on your account with us. You will remain responsible for any uncollected amounts. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR METHOD OF PAYMENT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us in writing of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, without limitation, sales, use, or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any states or localities that we deem is required in accordance with our order policy in effect at the time of purchase.
G. Shipping, Returns, and Refund Policy
Wine Purchases
For purchases of alcoholic beverages made through the Service, due to state-mandated compliance laws, we are unable to ship wines to certain states, as detailed here . Shipping costs will vary by state and location and may be changed by HALL Wines from time to time. In addition, due to the ever-changing nature of alcohol and other wine-related laws, HALL Wines may, from time to time, be advised that it is not able to complete delivery of a wine or ship wine to you. In this case HALL Wines may request a new address or cancel your order.
There is no available return or exchange for shipped wines except as set forth in this paragraph. We want you to be 100% happy with your wine. If your wine is received damaged, flawed, or otherwise defective, or if you receive an incorrect order, you may contact HALL Wines at orders@waltwines.com regarding the issue and HALL Wines may, in its discretion and based on the particular conditions of each circumstance, send a replacement at no additional cost, which shall be your sole and exclusive remedy for damaged, flawed, or incorrect product(s). Claims for damaged, flawed, or incorrect orders must be reported within forty-five (45) days of delivery. If HALL Wines does not receive a report within such forty-five (45) day period, you forfeit a refund and/or option for replacement.
An adult who is at least twenty-one (21) years of age or older is required to sign for deliveries. The delivery carrier will make no more than three (3) delivery attempts before placing the order on Hold at Location (“HAL”) or returning it to HALL Wines. If an order is returned to us due to a missed signature or an expired HAL, we will contact you to arrange a second delivery at a time that works best. In any event, if an order is returned to HALL Wines for any reason, including but not limited to, failed delivery attempts and/or missed delivery (including a missed signature), a twenty-five dollar ($25) processing fee will apply. During times of inclement weather, extreme heat, or extreme cold, HALL Wines reserves the right to delay shipments until conditions improve. Please be advised that HALL Wines is not responsible for items damaged due to weather conditions.
If you use and/or access the Service for the purchase of any alcoholic beverage, you understand you will be required to confirm your date of birth at checkout and provide a valid, government-issued photo identification to the delivery person upon delivery of your purchase. You acknowledge and agree that any shipment courier reserves the right, at his or her discretion, to refuse delivery and return the item(s) if you do not provide valid, government-issued identification upon delivery. All item(s) purchased through the Service are subject to a contract for shipment. The risk of loss and title for such item(s) passes to you upon acceptance of the shipment from such shipment carrier and/or courier.
Wine Club Membership
For purchases of memberships made through the Service, while you may cancel your membership at any time, there are no refunds for cancellation except as provided in this Section 4(G) or otherwise in our sole and absolute discretion or as required per applicable law. In the event that HALL Wines suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused membership features or benefits, except in our sole and absolute discretion or as required per applicable law.
Pursuant to and subject to your Wine Club Membership, HALL Wines will make certain wine selections of its choosing (a “Club Allocation”) and either: (1) HALL Wines will ship you the Club Allocation; or (2) you may pick-up the Club Allocation at a Visitor Center (defined below). Club Allocations are usually made in the months of February, May, September, and November, however, you acknowledge and agree that Club Allocation months are subject to change at the sole discretion of HALL Wines without notice.
In the event HALL Wines is unable to ship your wine to you due to compliance regulations, HALL Wines may offer you the option to change your delivery address or membership to a pickup membership to allow you to pick up your Club Allocation at one of the following visitor centers (each, a “Visitor Center,” and collectively, the “Visitor Centers”):
401 St. Helena Hwy S.,
If picking up your Club Allocation is not agreeable or possible, you may cancel your Wine Club Membership in accordance with the terms herein, and you may receive a refund for any wine you paid for that HALL Wines was not able to ship to you based on such a change in laws.
Wine Club members who elect to pick up their Club Allocation are required to pick up such Club Allocation from the applicable Visitor Center or as otherwise stated by us, within the deadlines communicated to members by HALL Wines. If you are unable to pick up in that time frame, you must call 707-967-2631 or email membership@waltwines.com to make other arrangements prior to the forty-fifth (45th) day following the billing date. If a Club Allocation is not picked up within the forty-five (45) day period, and no prior arrangements have been made with HALL Wines, such wines will be shipped the following week to the billing address on file, for an additional charge.
H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell or that the price or availability of an item has been confirmed. We reserve the right at any time after receipt of your order to accept or decline your order, or otherwise cancel your order, for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item or refuse to fulfil your order (in whole or in part). Your order will be deemed accepted by us upon our delivery of the products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card in the amount charged for the cancelled portion or the quantity not provided (if your debit card has already been charged for the order); or (iii) we will not charge your credit/debit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effectuated until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for and your credit/debit card or other third-party payment account may be charged for the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your order was received. We may refuse any order that is connected with a previous credit card dispute or previous apparent fraudulent activity. We may refuse to accept any order if fraudulent activity is suspected and we may refuse to process any subsequent order from a customer who has a history of placing fraudulent orders.
I. No Responsibility to Sell Mispriced Products. We do our best to describe every item, product, or service offered on the Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product, or service, we shall have the right to revoke any stated price and to correct the error, inaccuracy, or omission (including after a purchase has been made) or to refuse or cancel any orders in our sole discretion (including any accepted orders). If we charged your credit/debit card or other account prior to cancellation, we will issue a credit or refund to your account in the amount of the charge. Additional terms may apply.
J. Modifications to Prices, Products/Services, and Billing Terms. Purchases of products and services on the Service are subject to availability. All descriptions, images, references, features, content, information, specifications, products, and prices described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services, including for any items sold by third parties (if any). Descriptive, typographic, and photographic errors are subject to correction and we shall have no liability of any kind for such errors. We strive to display as accurately as possible the colors of the products shown on the Service; however, we cannot and do not guarantee that your monitor’s display of any color will be accurate. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. HALL WINES RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.
K. Offers and Discounts. For most promotional offers, such as coupons, vouchers, and discounts, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously purchased services, gift cards, or taxes, there is no cash value, and there is a limit of one (1) offer per order. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as coupons and promotional code restrictions vary. We reserve the right to modify, suspend, impose conditions on, or cancel offers at any time without notice. If you return any of the items purchased with a discount offer, the discount or value may be subtracted from the return credit or refund. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable sales tax related to the use of the offer.
5. Feedback You Submit
A. General. HALL Wines may now or in the future offer users of the Site the opportunity to upload, display, publish, distribute, transmit, or otherwise make available on or submit through the Site, messages, text, files, comments, responses, information, content, results, reviews, suggestions, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). HALL Wines may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree that: (1) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (2) HALL Wines does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon HALL Wines’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with HALL Wines, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, HALL Wines retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. HALL Wines’ receipt of your Unsolicited Ideas and Materials is not an admission by HALL Wines of their novelty, priority, or originality, and it does not impair HALL Wines’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
C. License to HALL Wines of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to HALL Wines, and you agree to grant to HALL Wines, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to HALL Wines to your User-Generated Content, you also hereby grant to HALL Wines, and agree to grant to HALL Wines, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).
D. Additional Guidelines for Customer Reviews. The following guidelines apply to User-Generated Content that constitutes a review of a HALL Wines service (each, a “Review”), and these additional guidelines shall apply in the event that your User-Generated Content is a Review:
Reviews may only be of products or services provided by HALL Wines and you must be a bona-fide user of the HALL Wines product or service that you reference in your Review;
Reviews must be appropriate to the forum. For example, Reviews aren’t the place for rants about political ideologies, HALL Wines’ employment practices, extraordinary circumstances, or other matters that don’t address the HALL Wines product or service you are reviewing;
Reviews should reflect your genuine experience with HALL Wines’ products and services and be a true and accurate reflection of your honest experience(s), view(s), finding(s), belief(s) and opinion(s) based on your personal use of the HALL Wines product/service you are reviewing;
Don’t post fake Reviews, don’t post the same Review multiple times, and don't post Reviews for the same product or service from multiple accounts;
Reviews should reflect your first-hand experience, not what you heard from someone else, or what you saw in the news. Tell your own opinion without resorting to broad generalizations and conclusory allegations;
Make sure your Review is factually correct. Feel free to express your opinions, but don’t exaggerate or misrepresent your experience;
Reviews should not make any product performance or attribute claims about HALL Wines products or services;
If you received a HALL Wines product or service from HALL Wines for free (as a gift from us or otherwise) (a “Gift”), in order to comply with your obligations set forth in the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 ) (the “Guides”), your Review must contain a disclosure of the fact that you received the Gift free of charge from HALL Wines (the “Disclosure”). Such Disclosure must be prominent, clear and conspicuous and communicated in a way that a reader of your Review is likely to notice and understand. It’s not too complicated – it should just be straightforward and upfront. Here are a couple of examples of how this Disclosure can be made very easily and simply:
“I accepted a free merch from WALT Wines in connection with my review.”
Any HALL Wines team member or employee who writes a Review must disclose that they are affiliated with or compensated by HALL Wines.
We may restrict your ability to submit or post a Review when we detect unusual reviewing behavior, or to maintain the best possible shopping experience; and
If your Review is removed or rejected because it does not comply with these Terms, you may not resubmit a Review on the same product or service, even if the resubmitted Review includes different content.
6. Notices and Questions
You agree that: (a) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at info@waltwines.com or by using the chat feature at the bottom right of the Site. You acknowledge that the provision of customer support is at HALL Wines’ sole discretion and that we have no obligation to provide you with customer support of any kind.
7. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with HALL Wines or cause any other confusion; and (c) the links and the content on your website do not portray HALL Wines or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to HALL Wines. HALL Wines reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked-To Websites; Dealings with Third Parties
A. Linked Service; Advertisements. The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites (“Linked Service”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with HALL Wines. HALL Wines may have no control over the content, operations, policies, terms, or other elements of Linked Service, and HALL Wines does not assume any obligation to review any Linked Service. HALL Wines does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, HALL Wines is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Service. Finally, HALL Wines will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Service. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of Linked Service. HALL Wines disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Service or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). HALL Wines disclaims all liability in connection therewith.
9. Wireless Features and Text Message Communications
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.
C. Your Consent to Receive Automated Calls/Texts. By signing-up for communications from or on behalf of HALL Wines, you are agreeing to receive ongoing and recurring informational and/or marketing messages from HALL Wines and/or third-parties acting on our behalf, at the telephone number(s) you provide, including, but not limited to, text messages (such as SMS, MMS, RCS, or successor protocols or technologies) (collectively, “Messages”) sent using an auto-dialer and/or any other automated system or method. Message frequency varies. These Messages may include information about promotional content, including coupons, advertisements, events, polls, giveaways, cart reminders, delivery reminders and/or your relationship with HALL Wines, and may be sent after regular business hours. You understand that you do not have to agree to receive automated marketing Messages as a condition of purchasing any goods or services. While you consent to receive Messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of the Messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). You acknowledge that Messages may be sent to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive Messages from or on behalf of HALL Wines, even if you terminate your relationship with us, except if you opt-out. You can stop receiving messages at any time by following the Opt-Out Instructions below. For help, text “HELP” in response to any Message from us or contact our Customer Service Department .
D. Provision of Telephone Numbers and Other Contact Information. You verify that any contact information you provide to HALL Wines, our respective agents, and affiliates, including, but not limited to, your name, mailing address, email address, your residential, business, and/or mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If you provide your phone number(s) in conjunction with a business account, you represent and warrant that any such number is a business telephone number and agree it shall not be treated as a residential telephone line for purposes of any communications from or on behalf of HALL Wines. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or text program enrolment at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect, including by texting “STOP” to any text message you receive from us. In the event that you get a new telephone number, you will need to contact us via email at info@waltwines.com or via phone number at 707-967-2631 to update the phone number associated with your account.
E. Opt-Out Instructions. Your consent to receive automated Messages is completely voluntary. You may opt-out at any time, including by replying “STOP” to any Message you receive from us or by emailing us at info@waltwines.com and specifying that you want to opt out of automated Messages. When opting out of Messages, you acknowledge and agree to accept a final Message confirming your opt-out; this Message may also seek to clarify the scope of your opt-out. You waive any rights to bring claims for unauthorized or undesired Messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to ten (10) business days (unless otherwise required by applicable law) to process any opt-out request. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
F. Call Recording and Monitoring. You acknowledge that all communications, including telephone calls, voicemails, and Messages to, from or through HALL Wines and/or our agents, independent contractors, and affiliates, may be monitored and recorded and you consent to such monitoring and recording.
G. Fees and Charges. There is no fee to receive automated Messages from us, our agents, affiliates, and independent contractors. However, you may incur a charge for these Messages from your telephone carrier or service provider, which is your sole responsibility. Messaging and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that HALL Wines, our agents, affiliates, and independent contractors are not responsible for such charges. Your obligations under this provision will survive termination of these Terms.
H. Unauthorized Use of Your Telephone Device. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we, our agents, affiliates, and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of HALL Wines, our agents, affiliates, and independent contractors or others due to such unauthorized use.
I. MMS Disclosure. HALL Wines may send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
J. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
K. Age Restriction. You may not sign up for Messages if you are under twenty-one (21) years of age. By signing up for Messages, you acknowledge and agree that you are at least twenty-one (21) years of age and that you are permitted by your jurisdiction’s applicable law to consent to receive Messages.
10. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of HALL Wines’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via certified U.S. mail to: Hall Wines, LLC, 2323 Ross Ave., Suite #200, Dallas, TX 75201, Attn: General Counsel. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, HALL Wines and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and HALL Wines in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or HALL Wines to resolve the Dispute or Excluded Dispute on terms with respect to which you and HALL Wines, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 10(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and HALL Wines agree that we intend that this Section 10(A) satisfies the “writing” requirement of the FAA.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND HALL WINES OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between HALL Wines and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. HALL Wines and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 10(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and HALL Wines regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 10 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of HALL Wines consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 10(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require HALL Wines to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then HALL Wines will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 10(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com .
D. Special Additional Procedures for Mass Arbitration. If twenty five (25) or more similar claims are asserted against HALL Wines by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for HALL Wines shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, HALL Wines and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, HALL Wines and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with HALL Wines and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. HALL Wines does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 10(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 10(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against HALL Wines.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 10(A); (ii) filing for arbitration with JAMS as set forth in Section 10(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, your User-Generated Content, these Terms and/or HALL Wines’ intellectual property rights (including such that HALL Wines may claim are in dispute), HALL Wines’ operations, and/or HALL Wines’ products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 10(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(H). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts In or Near Dallas County, Texas. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in or near Dallas County, Texas. Accordingly, you and HALL Wines consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Texas, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, HALL Wines, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “HALL Wines Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content and your User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of any information, including your User-Generated Content, to HALL Wines via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to, or errors on, the Service will be repaired or corrected;
(h) whether your access to the Service will be uninterrupted;
(i) whether the Service will be available at any particular time or location; and
(j) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY AN HALL WINES PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HALL WINES PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY HALL WINES PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the Content and your User-Generated Content);
(b) any communications (including text messages) you receive from HALL Wines or the Services;
(c) your use of or inability to use the Service, or the performance of the Service;
(d) any action taken in connection with an investigation by HALL Wines Parties or law enforcement authorities regarding your access to or use of the Service;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any injury or damages you sustain directly or indirectly as a result of your use of the Service or HALL Wines products;
(g) any damages to your personal property as a result of your use of the Service or HALL Wines products;
(h) any errors or omissions in the Service’s technical operation; or
(i) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if HALL Wines Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HALL WINES PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HALL WINES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
13. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
14. General Provisions
A. HALL Wines’ Consent or Approval. As to any provision in these Terms or any Additional Terms that grants HALL Wines a right of consent or approval, or permits HALL Wines to exercise a right in its “sole discretion,” HALL Wines may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by HALL Wines without being in writing and signed by an officer of HALL Wines.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold the HALL Wines Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any HALL Wines Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service, HALL Wines products, and/or your activities in connection with the Service (including your User-Generated Content) or HALL Wines products; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, including, without limitation, the federal Telephone Consumer Protection Act and state law equivalent statutes, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; (vi) any other party’s access and/or use of the Service with your account; and (vii) HALL Wines Parties’ use of the information or content that you submit to us, including your User-Generated Content (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by HALL Wines Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, HALL Wines Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. HALL Wines Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a HALL Wines Party.
C. Operation of Service; Availability of Products and Service; International Issues. HALL Wines controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. HALL Wines makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)–(iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. HALL Wines reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by HALL Wines in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to HALL Wines under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from HALL Wines, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to HALL Wines in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. HALL Wines may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of HALL Wines.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or HALL Wines in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict HALL Wines’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
15. Terms Applicable For Apple Device Users
If you are accessing or using the App through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(a) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and Hall Wines and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html ) and any third party terms of agreement applicable to the Service.
(c) You acknowledge that Hall Wines, and not Apple, is responsible for providing the Service and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Hall Wines, Hall Wines and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(g) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(i) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(j) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Terms Applicable For Google Play Users
The following applies to any mobile apps, including our App, that you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Hall Wines only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Services; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Hall Wines, and not Google, is solely responsible for Hall Wines’ Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Hall Wines’ Google-Sourced Software.
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Baca Wines Terms of Service
Last Updated: 07/07/2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome to BACA Wines! These Terms of Service (the “Terms”) govern the website www.bacawines.com (including both mobile and online versions) (the “Site”), any of our mobile applications (each, an “App”) and other interactive features, widgets, content, and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Hall Wines, LLC, dba BACA Wines (“HALL Wines,” “we,” “our,” or “us”). By using the Service, you acknowledge that your data will be collected pursuant to the HALL Wines Privacy Policy and you consent to the collection, use, sharing, and processing of your data in accordance with our Privacy Policy . You must be at least twenty-one (21) years of age to use the Service.
If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes—we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of service.
Attention California residents. Proposition 65 WARNING: Drinking distilled spirits, beer, coolers, wine and other alcoholic beverages may increase cancer risk, and during pregnancy, can cause birth defects. For more information go to www.P65Warnings.ca.gov/alcohol .
Full Details of the Terms of Service
1. Accounts
A. Account Service. Customers can access the Service without registering for an account to view our wines, locations, portfolios, information about our Rewards Program, and/or other information about BACA Wines.
If permitted on the Service, customers may also register for an account on the Service to manage billing and shipping information, track orders, and perform other functions when ordering BACA Wines products, as well as purchase a BACA Wine Club (“Wine Club”) membership (a “Wine Club Membership”). There are different types of Wine Club Memberships, and the benefits included each type of Wine Club Membership are available here . The general benefits included in all Wine Club Memberships are available here .
B. Account Access. No one under twenty-one (21) years of age is allowed to create an account or use the Service. In order to access or use some of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and sign up for a membership as described in Section 4). The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our Service in a technical way.
D. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. HALL Wines reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information
2. Content, Ownership, Limited License, and Other Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to HALL Wines, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) our blogs and/or educational materials related to wine; (iii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of HALL Wines (collectively, “Trademarks”); and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by HALL Wines, our parent company, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of HALL Wines or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. HALL Wines owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms and any Additional Terms, HALL Wines grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in HALL Wines’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of HALL Wines and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
E. Special Notice. HALL Wines and its affiliates have a no-tolerance policy regarding the use of our Content, including our Trademarks or names in metatags and/or hidden text. Specifically, the use of our Trademarks in metatag keywords is trademark infringement, and the use of Trademarks in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Framing or other association of this Service or any software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements, and/or other information not originating from the Service is expressly prohibited.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) unless authorized by HALL Wines, use the Service for purposes of advertising, soliciting funds, collecting product prices, or selling products; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to HALL Wines; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, HALL Wines, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts in connection with the Service, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, (c) engage in any activities that are designed to defraud or game HALL Wines or third parties, or (d) deploy, or permit any third party to deploy, any technology on, or in connection with, HALL Wines or HALL Wines branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with HALL Wines prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of HALL Wines or, in the case of Content from a licensor, the owner of the Content; and (vi) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. HALL Wines may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in HALL Wines’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by HALL Wines and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
E. AI Assistant. If applicable to the Service, the artificial intelligence (“AI”) assistant provided via the chat feature on the Site is an automated system that generates responses based on user inputs and available data. It is intended for general informational purposes only and may produce content that is inaccurate, incomplete, or outdated. You are responsible for your inputs into the AI assistant, including ensuring that inputs do not violate any applicable laws, regulations, or guidance, infringe or misappropriate third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or these Terms. If you use these AI chat features, you agree that we may record and retain a transcript of all communications with you via our chatbot and managed chat tools to provide the chatbot and for quality and verification purposes. Additionally, the information you provide to the AI chat feature may be collected by us and our agents and partners and may be retained to improve your experience. The chatbot and managed chat functionality is limited to Site-related inquiries and may not be monitored in real time. Your use of the AI assistant is at your own risk, and you are solely responsible for evaluating the accuracy and appropriateness of any information provided by the AI assistant before taking action. By using the AI chatbot you agree that your use will be limited to Site-related inquiries. Your use of the AI chatbot is governed by these Terms and collection of your data in connection with the chatbot/managed chat functionality will be governed by our Privacy Policy
4. Terms Applicable to Purchases and Memberships
A. Generally. To purchase any products or services, or to access and use any membership (including a Wine Club Membership) that we make available for sale on the Service, you must be at least twenty-one (21) years of age. Prior to the purchase of any products, services, or signing up for memberships, you may be required to provide us with a valid credit card number or debit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your card number; (iii) the card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card or payment account. By submitting any information to us or to our third-party card processor, you agree that you authorize us and/or our processor to charge your card/account at our convenience. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, delivery fees, and surcharges) as of the time you submit the order. WE WILL AUTOMATICALLY BILL YOUR CREDIT/DEBIT CARD OR OTHER FORM OF PAYMENT SUBMITTED AS PART OF THE ORDER PROCESS FOR SUCH PRICE. For debit card information submitted, you will be required to agree to debit authorization upon submitting your debit card for payment. YOU HEREBY AUTHORIZE HALL WINES TO BILL YOUR CREDIT OR DEBIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE PRODUCTS OR SERVICES YOU RECEIVE OR AS PART OF YOUR MEMBERSHIP.
B. Quarterly Membership Term & Termination. Except in the event of a trial offer, your membership will commence as of the date you successfully sign up for the membership. Your membership will continue in full force and, if part of your membership, your membership will include the purchase of products billed to your credit/debit card on file on a quarterly basis until such time as you cancel the membership as further explained below (the “Quarterly Membership Term”). You will not be entitled to receive a refund for products already billed to your credit/debit card, except as provided in Section 4(G) or unless required by law. HALL Wines will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your membership, if: (i) you fail to pay HALL Wines any amount due to HALL Wines under these Terms; and/or (ii) you materially breach any term or condition of these Terms. HALL Wines shall have the right to terminate these Terms and suspend your access to your membership with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for products as part of the membership. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your membership will terminate.
C. Promotional Offerings. We may offer promotional, trial or other offerings for our products and services for a limited time. If you sign up for a trial, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a trial, you may be required to provide your credit card number or other information and HALL Wines will confirm such information is valid. When we process your credit/debit card, some credit/debit card companies may place a temporary hold on your account for your first payment. Please contact your credit/debit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. IF YOU ARE REQUIRED TO ENTER PAYMENT INFORMATION TO RECEIVE YOUR TRIAL, ONCE YOUR TRIAL ENDS, THE PRICE WILL INCREASE TO THE THEN-CURRENT PRICE AS SPECIFIED IN YOUR PLAN, AND WE OR A THIRD PARTY WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR THE PRODUCTS AS PART OF YOUR MEMBERSHIP (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEMBERSHIP CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF YOUR TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
D. Auto-Renewal of Memberships. When you enroll in our membership and purchase a continuous shipment of wine products (the “Wine Allocation”), the Wine Allocation will be shipped each Quarterly Membership Term (i.e., four (4) times a year). Your Wine Allocation will automatically renew at the beginning of your Quarterly Membership Term continuously and indefinitely without action by you, and the Wine Allocation fee will be charged to your card on file at the beginning of the Quarterly Membership Term, until you cancel via the cancellation method described in Section 4(E). An enrollee whose Wine Allocation fee has been paid is entitled to all privileges included in the membership as part of such Wine Allocation until the membership is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your Wine Allocation, you are agreeing to pay a Wine Allocation fee that will automatically renew at the then current rate, unless you cancel prior to the beginning of your renewal Quarterly Membership Term, and any applicable shipping, taxes and service fees (collectively, “Fees”). Wine Allocation fees and shipping timing vary by membership tier and selection. The Fees will be charged to your original payment method automatically at the beginning of your Quarterly Membership Term, and at the beginning of each renewal Quarterly Membership Term thereafter on the calendar day corresponding to the commencement of your current Quarterly Membership Term, unless you cancel your membership or your account is suspended or terminated pursuant to these Terms. The renewal Quarterly Membership Term will be the same length as your initial Quarterly Membership Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Quarterly Membership Term will be the then current Wine Allocation-rate. The Fees charged to your payment method may vary from Quarterly Membership Term to Quarterly Membership Term due to changes in your membership plan or applicable taxes, and you authorize HALL Wines to charge your payment method for these amounts. HALL Wines reserves the right to change the pricing of the Wine Allocation at any time. In the event of a price change, HALL Wines will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your Wine Allocation and any products/services offered in your membership package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our membership packages through an electronic communication to you. If you do not wish to accept a price or membership package change made by us, you may cancel your membership or Wine Allocation as described below, otherwise you will be deemed to have consented to the price/membership package change and authorize HALL Wines to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify HALL Wines in writing within forty-five (45) days after they first appear on an account statement.
E. Cancellation of Membership. You have the right to cancel your membership at any time. If you purchased a Wine Allocation through a membership on the Site, cancel through the Site by accessing your account and navigating to “Wine Club Membership” and following the prompts to cancel, calling (707) 967-2631, or emailing membership@bacawines.com , but you must cancel at least twenty-four (24) hours prior to the start of the subsequent Quarterly Membership Term or another time period stated by us in connection with the membership to avoid being charged for a subsequent Wine Allocation. If you have issues cancelling your membership, please contact us for assistance by emailing us at orders@bacawines.com . Cancellation of initial membership or Wine Allocation any time after purchase will result in forfeiture of any Fees. Upon cancellation, you lose access to your membership plan’s benefits as described in Section 1(A).
F. Methods of Payment, Credit Card Terms, and Taxes. All payments through the Service must be made through any of the methods that are accepted at the time of payment by us or by our payment services provider, which include the following payment methods: Visa, Mastercard, American Express, Discover, and any other payment methods we may offer in the future. We currently do not accept cash, personal, or business checks or any other payment form on the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card or payment account, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a card or account holder. If for any reason your default payment method is declined or no longer available, you authorize us to charge any other payment method that you have authorized for use on your account with us. You will remain responsible for any uncollected amounts. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR METHOD OF PAYMENT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us in writing of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, without limitation, sales, use, or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any states or localities that we deem is required in accordance with our order policy in effect at the time of purchase.
G. Shipping, Returns, and Refund Policy
Wine Purchases
For purchases of alcoholic beverages made through the Service, due to state-mandated compliance laws, we are unable to ship wines to certain states, as detailed here . Shipping costs will vary by state and location and may be changed by HALL Wines from time to time. In addition, due to the ever-changing nature of alcohol and other wine-related laws, HALL Wines may, from time to time, be advised that it is not able to complete delivery of a wine or ship wine to you. In this case HALL Wines may request a new address or cancel your order.
There is no available return or exchange for shipped wines except as set forth in this paragraph. We want you to be 100% happy with your wine. If your wine is received damaged, flawed, or otherwise defective, or if you receive an incorrect order, you may contact HALL Wines at orders@bacawines.com regarding the issue and HALL Wines may, in its discretion and based on the particular conditions of each circumstance, send a replacement at no additional cost, which shall be your sole and exclusive remedy for damaged, flawed, or incorrect product(s). Claims for damaged, flawed, or incorrect orders must be reported within forty-five (45) days of delivery. If HALL Wines does not receive a report within such forty-five (45) day period, you forfeit a refund and/or option for replacement.
An adult who is at least twenty-one (21) years of age or older is required to sign for deliveries. The delivery carrier will make no more than three (3) delivery attempts before placing the order on Hold at Location (“HAL”) or returning it to HALL Wines. If an order is returned to us due to a missed signature or an expired HAL, we will contact you to arrange a second delivery at a time that works best. In any event, if an order is returned to HALL Wines for any reason, including but not limited to, failed delivery attempts and/or missed delivery (including a missed signature), a twenty-five dollar ($25) processing fee will apply. During times of inclement weather, extreme heat, or extreme cold, HALL Wines reserves the right to delay shipments until conditions improve. Please be advised that HALL Wines is not responsible for items damaged due to weather conditions.
If you use and/or access the Service for the purchase of any alcoholic beverage, you understand you will be required to confirm your date of birth at checkout and provide a valid, government-issued photo identification to the delivery person upon delivery of your purchase. You acknowledge and agree that any shipment courier reserves the right, at his or her discretion, to refuse delivery and return the item(s) if you do not provide valid, government-issued identification upon delivery. All item(s) purchased through the Service are subject to a contract for shipment. The risk of loss and title for such item(s) passes to you upon acceptance of the shipment from such shipment carrier and/or courier.
Wine Club Membership
For purchases of memberships made through the Service, while you may cancel your membership at any time, there are no refunds for cancellation except as provided in this Section 4(G) or otherwise in our sole and absolute discretion or as required per applicable law. In the event that HALL Wines suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused membership features or benefits, except in our sole and absolute discretion or as required per applicable law.
Pursuant to and subject to your Wine Club Membership, HALL Wines will make certain wine selections of its choosing (a “Club Allocation”) and either: (1) HALL Wines will ship you the Club Allocation; or (2) you may pick-up the Club Allocation at a Visitor Center (defined below). Club Allocations are usually made in the months of February, May, September, and November, however, you acknowledge and agree that Club Allocation months are subject to change at the sole discretion of HALL Wines without notice.
In the event HALL Wines is unable to ship your wine to you due to compliance regulations, HALL Wines may offer you the option to change your delivery address or membership to a pickup membership to allow you to pick up your Club Allocation at one of the following visitor centers (each, a “Visitor Center,” and collectively, the “Visitor Centers”):
401 St. Helena Hwy S.,
If picking up your Club Allocation is not agreeable or possible, you may cancel your Wine Club Membership in accordance with the terms herein, and you may receive a refund for any wine you paid for that HALL Wines was not able to ship to you based on such a change in laws.
Wine Club members who elect to pick up their Club Allocation are required to pick up such Club Allocation from the applicable Visitor Center or as otherwise stated by us, within the deadlines communicated to members by HALL Wines. If you are unable to pick up in that time frame, you must call 707-967-2631 or email membership@bacawines.com to make other arrangements prior to the forty-fifth (45th) day following the billing date. If a Club Allocation is not picked up within the forty-five (45) day period, and no prior arrangements have been made with HALL Wines, such wines will be shipped the following week to the billing address on file, for an additional charge.
H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell or that the price or availability of an item has been confirmed. We reserve the right at any time after receipt of your order to accept or decline your order, or otherwise cancel your order, for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item or refuse to fulfil your order (in whole or in part). Your order will be deemed accepted by us upon our delivery of the products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card in the amount charged for the cancelled portion or the quantity not provided (if your debit card has already been charged for the order); or (iii) we will not charge your credit/debit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effectuated until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for and your credit/debit card or other third-party payment account may be charged for the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your order was received. We may refuse any order that is connected with a previous credit card dispute or previous apparent fraudulent activity. We may refuse to accept any order if fraudulent activity is suspected and we may refuse to process any subsequent order from a customer who has a history of placing fraudulent orders.
I. No Responsibility to Sell Mispriced Products. We do our best to describe every item, product, or service offered on the Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product, or service, we shall have the right to revoke any stated price and to correct the error, inaccuracy, or omission (including after a purchase has been made) or to refuse or cancel any orders in our sole discretion (including any accepted orders). If we charged your credit/debit card or other account prior to cancellation, we will issue a credit or refund to your account in the amount of the charge. Additional terms may apply.
J. Modifications to Prices, Products/Services, and Billing Terms. Purchases of products and services on the Service are subject to availability. All descriptions, images, references, features, content, information, specifications, products, and prices described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services, including for any items sold by third parties (if any). Descriptive, typographic, and photographic errors are subject to correction and we shall have no liability of any kind for such errors. We strive to display as accurately as possible the colors of the products shown on the Service; however, we cannot and do not guarantee that your monitor’s display of any color will be accurate. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. HALL WINES RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.
K. Offers and Discounts. For most promotional offers, such as coupons, vouchers, and discounts, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously purchased services, gift cards, or taxes, there is no cash value, and there is a limit of one (1) offer per order. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as coupons and promotional code restrictions vary. We reserve the right to modify, suspend, impose conditions on, or cancel offers at any time without notice. If you return any of the items purchased with a discount offer, the discount or value may be subtracted from the return credit or refund. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable sales tax related to the use of the offer.
5. Feedback You Submit
A. General. HALL Wines may now or in the future offer users of the Site the opportunity to upload, display, publish, distribute, transmit, or otherwise make available on or submit through the Site, messages, text, files, comments, responses, information, content, results, reviews, suggestions, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). HALL Wines may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree that: (1) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (2) HALL Wines does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon HALL Wines’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with HALL Wines, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, HALL Wines retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. HALL Wines’ receipt of your Unsolicited Ideas and Materials is not an admission by HALL Wines of their novelty, priority, or originality, and it does not impair HALL Wines’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
C. License to HALL Wines of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to HALL Wines, and you agree to grant to HALL Wines, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to HALL Wines to your User-Generated Content, you also hereby grant to HALL Wines, and agree to grant to HALL Wines, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).
D. Additional Guidelines for Customer Reviews. The following guidelines apply to User-Generated Content that constitutes a review of a HALL Wines service (each, a “Review”), and these additional guidelines shall apply in the event that your User-Generated Content is a Review:
Reviews may only be of products or services provided by HALL Wines and you must be a bona-fide user of the HALL Wines product or service that you reference in your Review;
Reviews must be appropriate to the forum. For example, Reviews aren’t the place for rants about political ideologies, HALL Wines’ employment practices, extraordinary circumstances, or other matters that don’t address the HALL Wines product or service you are reviewing;
Reviews should reflect your genuine experience with HALL Wines’ products and services and be a true and accurate reflection of your honest experience(s), view(s), finding(s), belief(s) and opinion(s) based on your personal use of the HALL Wines product/service you are reviewing;
Don’t post fake Reviews, don’t post the same Review multiple times, and don't post Reviews for the same product or service from multiple accounts;
Reviews should reflect your first-hand experience, not what you heard from someone else, or what you saw in the news. Tell your own opinion without resorting to broad generalizations and conclusory allegations;
Make sure your Review is factually correct. Feel free to express your opinions, but don’t exaggerate or misrepresent your experience;
Reviews should not make any product performance or attribute claims about HALL Wines products or services;
If you received a HALL Wines product or service from HALL Wines for free (as a gift from us or otherwise) (a “Gift”), in order to comply with your obligations set forth in the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 ) (the “Guides”), your Review must contain a disclosure of the fact that you received the Gift free of charge from HALL Wines (the “Disclosure”). Such Disclosure must be prominent, clear and conspicuous and communicated in a way that a reader of your Review is likely to notice and understand. It’s not too complicated – it should just be straightforward and upfront. Here are a couple of examples of how this Disclosure can be made very easily and simply:
“I accepted a free merch from BACA Wines in connection with my review.”
Any HALL Wines team member or employee who writes a Review must disclose that they are affiliated with or compensated by HALL Wines.
We may restrict your ability to submit or post a Review when we detect unusual reviewing behavior, or to maintain the best possible shopping experience; and
If your Review is removed or rejected because it does not comply with these Terms, you may not resubmit a Review on the same product or service, even if the resubmitted Review includes different content.
6. Notices and Questions
You agree that: (a) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at info@bacawines.com or by using the chat feature at the bottom right of the Site. You acknowledge that the provision of customer support is at HALL Wines’ sole discretion and that we have no obligation to provide you with customer support of any kind.
7. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with HALL Wines or cause any other confusion; and (c) the links and the content on your website do not portray HALL Wines or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to HALL Wines. HALL Wines reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked-To Websites; Dealings with Third Parties
A. Linked Service; Advertisements. The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites (“Linked Service”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with HALL Wines. HALL Wines may have no control over the content, operations, policies, terms, or other elements of Linked Service, and HALL Wines does not assume any obligation to review any Linked Service. HALL Wines does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, HALL Wines is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Service. Finally, HALL Wines will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Service. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of Linked Service. HALL Wines disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Service or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). HALL Wines disclaims all liability in connection therewith.
9. Wireless Features and Text Message Communications
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.
C. Your Consent to Receive Automated Calls/Texts. By signing-up for communications from or on behalf of HALL Wines, you are agreeing to receive ongoing and recurring informational and/or marketing messages from HALL Wines and/or third-parties acting on our behalf, at the telephone number(s) you provide, including, but not limited to, text messages (such as SMS, MMS, RCS, or successor protocols or technologies) (collectively, “Messages”) sent using an auto-dialer and/or any other automated system or method. Message frequency varies. These Messages may include information about promotional content, including coupons, advertisements, events, polls, giveaways, cart reminders, delivery reminders and/or your relationship with HALL Wines, and may be sent after regular business hours. You understand that you do not have to agree to receive automated marketing Messages as a condition of purchasing any goods or services. While you consent to receive Messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of the Messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). You acknowledge that Messages may be sent to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive Messages from or on behalf of HALL Wines, even if you terminate your relationship with us, except if you opt-out. You can stop receiving messages at any time by following the Opt-Out Instructions below. For help, text “HELP” in response to any Message from us or contact our Customer Service Department .
D. Provision of Telephone Numbers and Other Contact Information. You verify that any contact information you provide to HALL Wines, our respective agents, and affiliates, including, but not limited to, your name, mailing address, email address, your residential, business, and/or mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If you provide your phone number(s) in conjunction with a business account, you represent and warrant that any such number is a business telephone number and agree it shall not be treated as a residential telephone line for purposes of any communications from or on behalf of HALL Wines. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or text program enrolment at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect, including by texting “STOP” to any text message you receive from us. In the event that you get a new telephone number, you will need to contact us via email at info@bacawines.com or via phone number at 707-967-2631 to update the phone number associated with your account.
E. Opt-Out Instructions. Your consent to receive automated Messages is completely voluntary. You may opt-out at any time, including by replying “STOP” to any Message you receive from us or by emailing us at info@bacawines.com and specifying that you want to opt out of automated Messages. When opting out of Messages, you acknowledge and agree to accept a final Message confirming your opt-out; this Message may also seek to clarify the scope of your opt-out. You waive any rights to bring claims for unauthorized or undesired Messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to ten (10) business days (unless otherwise required by applicable law) to process any opt-out request. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
F. Call Recording and Monitoring. You acknowledge that all communications, including telephone calls, voicemails, and Messages to, from or through HALL Wines and/or our agents, independent contractors, and affiliates, may be monitored and recorded and you consent to such monitoring and recording.
G. Fees and Charges. There is no fee to receive automated Messages from us, our agents, affiliates, and independent contractors. However, you may incur a charge for these Messages from your telephone carrier or service provider, which is your sole responsibility. Messaging and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that HALL Wines, our agents, affiliates, and independent contractors are not responsible for such charges. Your obligations under this provision will survive termination of these Terms.
H. Unauthorized Use of Your Telephone Device. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we, our agents, affiliates, and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of HALL Wines, our agents, affiliates, and independent contractors or others due to such unauthorized use.
I. MMS Disclosure. HALL Wines may send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
J. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
K. Age Restriction. You may not sign up for Messages if you are under twenty-one (21) years of age. By signing up for Messages, you acknowledge and agree that you are at least twenty-one (21) years of age and that you are permitted by your jurisdiction’s applicable law to consent to receive Messages.
10. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of HALL Wines’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via certified U.S. mail to: Hall Wines, LLC, 2323 Ross Ave., Suite #200, Dallas, TX 75201, Attn: General Counsel. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, HALL Wines and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and HALL Wines in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or HALL Wines to resolve the Dispute or Excluded Dispute on terms with respect to which you and HALL Wines, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 10(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and HALL Wines agree that we intend that this Section 10(A) satisfies the “writing” requirement of the FAA.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND HALL WINES OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between HALL Wines and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. HALL Wines and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 10(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and HALL Wines regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 10 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of HALL Wines consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 10(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require HALL Wines to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then HALL Wines will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 10(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com .
D. Special Additional Procedures for Mass Arbitration. If twenty five (25) or more similar claims are asserted against HALL Wines by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for HALL Wines shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, HALL Wines and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, HALL Wines and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with HALL Wines and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. HALL Wines does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 10(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 10(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against HALL Wines.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 10(A); (ii) filing for arbitration with JAMS as set forth in Section 10(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, your User-Generated Content, these Terms and/or HALL Wines’ intellectual property rights (including such that HALL Wines may claim are in dispute), HALL Wines’ operations, and/or HALL Wines’ products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 10(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(H). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts In or Near Dallas County, Texas. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in or near Dallas County, Texas. Accordingly, you and HALL Wines consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Texas, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, HALL Wines, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “HALL Wines Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content and your User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of any information, including your User-Generated Content, to HALL Wines via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to, or errors on, the Service will be repaired or corrected;
(h) whether your access to the Service will be uninterrupted;
(i) whether the Service will be available at any particular time or location; and
(j) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY AN HALL WINES PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HALL WINES PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY HALL WINES PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the Content and your User-Generated Content);
(b) any communications (including text messages) you receive from HALL Wines or the Services;
(c) your use of or inability to use the Service, or the performance of the Service;
(d) any action taken in connection with an investigation by HALL Wines Parties or law enforcement authorities regarding your access to or use of the Service;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any injury or damages you sustain directly or indirectly as a result of your use of the Service or HALL Wines products;
(g) any damages to your personal property as a result of your use of the Service or HALL Wines products;
(h) any errors or omissions in the Service’s technical operation; or
(i) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if HALL Wines Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HALL WINES PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HALL WINES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
13. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
14. General Provisions
A. HALL Wines’ Consent or Approval. As to any provision in these Terms or any Additional Terms that grants HALL Wines a right of consent or approval, or permits HALL Wines to exercise a right in its “sole discretion,” HALL Wines may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by HALL Wines without being in writing and signed by an officer of HALL Wines.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold the HALL Wines Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any HALL Wines Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service, HALL Wines products, and/or your activities in connection with the Service (including your User-Generated Content) or HALL Wines products; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, including, without limitation, the federal Telephone Consumer Protection Act and state law equivalent statutes, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; (vi) any other party’s access and/or use of the Service with your account; and (vii) HALL Wines Parties’ use of the information or content that you submit to us, including your User-Generated Content (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by HALL Wines Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, HALL Wines Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. HALL Wines Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a HALL Wines Party.
C. Operation of Service; Availability of Products and Service; International Issues. HALL Wines controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. HALL Wines makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)–(iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. HALL Wines reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by HALL Wines in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to HALL Wines under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from HALL Wines, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to HALL Wines in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. HALL Wines may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of HALL Wines.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or HALL Wines in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict HALL Wines’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
15. Terms Applicable For Apple Device Users
If you are accessing or using the App through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(a) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and Hall Wines and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html ) and any third party terms of agreement applicable to the Service.
(c) You acknowledge that Hall Wines, and not Apple, is responsible for providing the Service and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Hall Wines, Hall Wines and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(g) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(i) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(j) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Terms Applicable For Google Play Users
The following applies to any mobile apps, including our App, that you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Hall Wines only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Services; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Hall Wines, and not Google, is solely responsible for Hall Wines’ Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Hall Wines’ Google-Sourced Software.
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Michel Foch Champagne Terms of Service
Last Updated: 07/07/2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome to Michel Foch Champagne! These Terms of Service (the “Terms”) govern the website www.michelfochwines.com (including both mobile and online versions) (the “Site”), any of our mobile applications (each, an “App”) and other interactive features, widgets, content, and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Hall Wines, LLC, dba Michel Foch Champagne (“HALL Wines,” “we,” “our,” or “us”). By using the Service, you acknowledge that your data will be collected pursuant to the HALL Wines Privacy Policy and you consent to the collection, use, sharing, and processing of your data in accordance with our Privacy Policy . You must be at least twenty-one (21) years of age to use the Service.
If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes—we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of service.
Attention California residents. Proposition 65 WARNING: Drinking distilled spirits, beer, coolers, wine and other alcoholic beverages may increase cancer risk, and during pregnancy, can cause birth defects. For more information go to www.P65Warnings.ca.gov/alcohol .
Full Details of the Terms of Service
1. Accounts
A. Account Service. Customers can access the Service without registering for an account to view our wines, locations, portfolios, information about our Rewarsds Program, and/or other information about Michel Foch Wines.
If permitted on the Service, customers may also register for an account on the Service to manage billing and shipping information, track orders, and perform other functions when ordering Michel Foch products, as well as purchase a Michel FochWine Club (“Wine Club”) membership (a “Wine Club Membership”). There are different types of Wine Club Memberships, and the benefits included each type of Wine Club Membership are available here . The general benefits included in all Wine Club Memberships are available here .
B. Account Access. No one under twenty-one (21) years of age is allowed to create an account or use the Service. In order to access or use some of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and sign up for a membership as described in Section 4). The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our Service in a technical way.
D. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. HALL Wines reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information
2. Content, Ownership, Limited License, and Other Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to HALL Wines, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) our blogs and/or educational materials related to wine; (iii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of HALL Wines (collectively, “Trademarks”); and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by HALL Wines, our parent company, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of HALL Wines or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. HALL Wines owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms and any Additional Terms, HALL Wines grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in HALL Wines’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of HALL Wines and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
E. Special Notice. HALL Wines and its affiliates have a no-tolerance policy regarding the use of our Content, including our Trademarks or names in metatags and/or hidden text. Specifically, the use of our Trademarks in metatag keywords is trademark infringement, and the use of Trademarks in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Framing or other association of this Service or any software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements, and/or other information not originating from the Service is expressly prohibited.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) unless authorized by HALL Wines, use the Service for purposes of advertising, soliciting funds, collecting product prices, or selling products; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to HALL Wines; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, HALL Wines, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts in connection with the Service, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, (c) engage in any activities that are designed to defraud or game HALL Wines or third parties, or (d) deploy, or permit any third party to deploy, any technology on, or in connection with, HALL Wines or HALL Wines branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with HALL Wines prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of HALL Wines or, in the case of Content from a licensor, the owner of the Content; and (vi) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. HALL Wines may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in HALL Wines’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by HALL Wines and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
E. AI Assistant. If applicable to the Service, the artificial intelligence (“AI”) assistant provided via the chat feature on the Site is an automated system that generates responses based on user inputs and available data. It is intended for general informational purposes only and may produce content that is inaccurate, incomplete, or outdated. You are responsible for your inputs into the AI assistant, including ensuring that inputs do not violate any applicable laws, regulations, or guidance, infringe or misappropriate third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or these Terms. If you use these AI chat features, you agree that we may record and retain a transcript of all communications with you via our chatbot and managed chat tools to provide the chatbot and for quality and verification purposes. Additionally, the information you provide to the AI chat feature may be collected by us and our agents and partners and may be retained to improve your experience. The chatbot and managed chat functionality is limited to Site-related inquiries and may not be monitored in real time. Your use of the AI assistant is at your own risk, and you are solely responsible for evaluating the accuracy and appropriateness of any information provided by the AI assistant before taking action. By using the AI chatbot you agree that your use will be limited to Site-related inquiries. Your use of the AI chatbot is governed by these Terms and collection of your data in connection with the chatbot/managed chat functionality will be governed by our Privacy Policy
4. Terms Applicable to Purchases and Memberships
A. Generally. To purchase any products or services, or to access and use any membership (including a Wine Club Membership) that we make available for sale on the Service, you must be at least twenty-one (21) years of age. Prior to the purchase of any products, services, or signing up for memberships, you may be required to provide us with a valid credit card number or debit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your card number; (iii) the card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card or payment account. By submitting any information to us or to our third-party card processor, you agree that you authorize us and/or our processor to charge your card/account at our convenience. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, delivery fees, and surcharges) as of the time you submit the order. WE WILL AUTOMATICALLY BILL YOUR CREDIT/DEBIT CARD OR OTHER FORM OF PAYMENT SUBMITTED AS PART OF THE ORDER PROCESS FOR SUCH PRICE. For debit card information submitted, you will be required to agree to debit authorization upon submitting your debit card for payment. YOU HEREBY AUTHORIZE HALL WINES TO BILL YOUR CREDIT OR DEBIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE PRODUCTS OR SERVICES YOU RECEIVE OR AS PART OF YOUR MEMBERSHIP.
B. Quarterly Membership Term & Termination. Except in the event of a trial offer, your membership will commence as of the date you successfully sign up for the membership. Your membership will continue in full force and, if part of your membership, your membership will include the purchase of products billed to your credit/debit card on file on a quarterly basis until such time as you cancel the membership as further explained below (the “Quarterly Membership Term”). You will not be entitled to receive a refund for products already billed to your credit/debit card, except as provided in Section 4(G) or unless required by law. HALL Wines will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your membership, if: (i) you fail to pay HALL Wines any amount due to HALL Wines under these Terms; and/or (ii) you materially breach any term or condition of these Terms. HALL Wines shall have the right to terminate these Terms and suspend your access to your membership with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for products as part of the membership. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your membership will terminate.
C. Promotional Offerings. We may offer promotional, trial or other offerings for our products and services for a limited time. If you sign up for a trial, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a trial, you may be required to provide your credit card number or other information and HALL Wines will confirm such information is valid. When we process your credit/debit card, some credit/debit card companies may place a temporary hold on your account for your first payment. Please contact your credit/debit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. IF YOU ARE REQUIRED TO ENTER PAYMENT INFORMATION TO RECEIVE YOUR TRIAL, ONCE YOUR TRIAL ENDS, THE PRICE WILL INCREASE TO THE THEN-CURRENT PRICE AS SPECIFIED IN YOUR PLAN, AND WE OR A THIRD PARTY WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR THE PRODUCTS AS PART OF YOUR MEMBERSHIP (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEMBERSHIP CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF YOUR TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
D. Auto-Renewal of Memberships. When you enroll in our membership and purchase a continuous shipment of wine products (the “Wine Allocation”), the Wine Allocation will be shipped each Quarterly Membership Term (i.e., four (4) times a year). Your Wine Allocation will automatically renew at the beginning of your Quarterly Membership Term continuously and indefinitely without action by you, and the Wine Allocation fee will be charged to your card on file at the beginning of the Quarterly Membership Term, until you cancel via the cancellation method described in Section 4(E). An enrollee whose Wine Allocation fee has been paid is entitled to all privileges included in the membership as part of such Wine Allocation until the membership is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your Wine Allocation, you are agreeing to pay a Wine Allocation fee that will automatically renew at the then current rate, unless you cancel prior to the beginning of your renewal Quarterly Membership Term, and any applicable shipping, taxes and service fees (collectively, “Fees”). Wine Allocation fees and shipping timing vary by membership tier and selection. The Fees will be charged to your original payment method automatically at the beginning of your Quarterly Membership Term, and at the beginning of each renewal Quarterly Membership Term thereafter on the calendar day corresponding to the commencement of your current Quarterly Membership Term, unless you cancel your membership or your account is suspended or terminated pursuant to these Terms. The renewal Quarterly Membership Term will be the same length as your initial Quarterly Membership Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Quarterly Membership Term will be the then current Wine Allocation-rate. The Fees charged to your payment method may vary from Quarterly Membership Term to Quarterly Membership Term due to changes in your membership plan or applicable taxes, and you authorize HALL Wines to charge your payment method for these amounts. HALL Wines reserves the right to change the pricing of the Wine Allocation at any time. In the event of a price change, HALL Wines will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your Wine Allocation and any products/services offered in your membership package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our membership packages through an electronic communication to you. If you do not wish to accept a price or membership package change made by us, you may cancel your membership or Wine Allocation as described below, otherwise you will be deemed to have consented to the price/membership package change and authorize HALL Wines to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify HALL Wines in writing within forty-five (45) days after they first appear on an account statement.
E. Cancellation of Membership. You have the right to cancel your membership at any time. If you purchased a Wine Allocation through a membership on the Site, cancel through the Site by accessing your account and navigating to “Wine Club Membership” and following the prompts to cancel, calling (707) 967-2631, or emailing membership@michelfochwines.com , but you must cancel at least twenty-four (24) hours prior to the start of the subsequent Quarterly Membership Term or another time period stated by us in connection with the membership to avoid being charged for a subsequent Wine Allocation. If you have issues cancelling your membership, please contact us for assistance by emailing us at orders@michelfochwines.com . Cancellation of initial membership or Wine Allocation any time after purchase will result in forfeiture of any Fees. Upon cancellation, you lose access to your membership plan’s benefits as described in Section 1(A).
F. Methods of Payment, Credit Card Terms, and Taxes. All payments through the Service must be made through any of the methods that are accepted at the time of payment by us or by our payment services provider, which include the following payment methods: Visa, Mastercard, American Express, Discover, and any other payment methods we may offer in the future. We currently do not accept cash, personal, or business checks or any other payment form on the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card or payment account, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a card or account holder. If for any reason your default payment method is declined or no longer available, you authorize us to charge any other payment method that you have authorized for use on your account with us. You will remain responsible for any uncollected amounts. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR METHOD OF PAYMENT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us in writing of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, without limitation, sales, use, or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any states or localities that we deem is required in accordance with our order policy in effect at the time of purchase.
G. Shipping, Returns, and Refund Policy
Wine Purchases
For purchases of alcoholic beverages made through the Service, due to state-mandated compliance laws, we are unable to ship wines to certain states, as detailed here . Shipping costs will vary by state and location and may be changed by HALL Wines from time to time. In addition, due to the ever-changing nature of alcohol and other wine-related laws, HALL Wines may, from time to time, be advised that it is not able to complete delivery of a wine or ship wine to you. In this case HALL Wines may request a new address or cancel your order.
There is no available return or exchange for shipped wines except as set forth in this paragraph. We want you to be 100% happy with your wine. If your wine is received damaged, flawed, or otherwise defective, or if you receive an incorrect order, you may contact HALL Wines at orders@michelfochwines.com regarding the issue and HALL Wines may, in its discretion and based on the particular conditions of each circumstance, send a replacement at no additional cost, which shall be your sole and exclusive remedy for damaged, flawed, or incorrect product(s). Claims for damaged, flawed, or incorrect orders must be reported within forty-five (45) days of delivery. If HALL Wines does not receive a report within such forty-five (45) day period, you forfeit a refund and/or option for replacement.
An adult who is at least twenty-one (21) years of age or older is required to sign for deliveries. The delivery carrier will make no more than three (3) delivery attempts before placing the order on Hold at Location (“HAL”) or returning it to HALL Wines. If an order is returned to us due to a missed signature or an expired HAL, we will contact you to arrange a second delivery at a time that works best. In any event, if an order is returned to HALL Wines for any reason, including but not limited to, failed delivery attempts and/or missed delivery (including a missed signature), a twenty-five dollar ($25) processing fee will apply. During times of inclement weather, extreme heat, or extreme cold, HALL Wines reserves the right to delay shipments until conditions improve. Please be advised that HALL Wines is not responsible for items damaged due to weather conditions.
If you use and/or access the Service for the purchase of any alcoholic beverage, you understand you will be required to confirm your date of birth at checkout and provide a valid, government-issued photo identification to the delivery person upon delivery of your purchase. You acknowledge and agree that any shipment courier reserves the right, at his or her discretion, to refuse delivery and return the item(s) if you do not provide valid, government-issued identification upon delivery. All item(s) purchased through the Service are subject to a contract for shipment. The risk of loss and title for such item(s) passes to you upon acceptance of the shipment from such shipment carrier and/or courier.
Wine Club Membership
For purchases of memberships made through the Service, while you may cancel your membership at any time, there are no refunds for cancellation except as provided in this Section 4(G) or otherwise in our sole and absolute discretion or as required per applicable law. In the event that HALL Wines suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused membership features or benefits, except in our sole and absolute discretion or as required per applicable law.
Pursuant to and subject to your Wine Club Membership, HALL Wines will make certain wine selections of its choosing (a “Club Allocation”) and either: (1) HALL Wines will ship you the Club Allocation; or (2) you may pick-up the Club Allocation at a Visitor Center (defined below). Club Allocations are usually made in the months of February, May, September, and November, however, you acknowledge and agree that Club Allocation months are subject to change at the sole discretion of HALL Wines without notice.
In the event HALL Wines is unable to ship your wine to you due to compliance regulations, HALL Wines may offer you the option to change your delivery address or membership to a pickup membership to allow you to pick up your Club Allocation at one of the following visitor centers (each, a “Visitor Center,” and collectively, the “Visitor Centers”):
401 St. Helena Hwy S.,
If picking up your Club Allocation is not agreeable or possible, you may cancel your Wine Club Membership in accordance with the terms herein, and you may receive a refund for any wine you paid for that HALL Wines was not able to ship to you based on such a change in laws.
Wine Club members who elect to pick up their Club Allocation are required to pick up such Club Allocation from the applicable Visitor Center or as otherwise stated by us, within the deadlines communicated to members by HALL Wines. If you are unable to pick up in that time frame, you must call 707-967-2631 or email membership@michelfochwines.com to make other arrangements prior to the forty-fifth (45th) day following the billing date. If a Club Allocation is not picked up within the forty-five (45) day period, and no prior arrangements have been made with HALL Wines, such wines will be shipped the following week to the billing address on file, for an additional charge.
H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell or that the price or availability of an item has been confirmed. We reserve the right at any time after receipt of your order to accept or decline your order, or otherwise cancel your order, for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item or refuse to fulfil your order (in whole or in part). Your order will be deemed accepted by us upon our delivery of the products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card in the amount charged for the cancelled portion or the quantity not provided (if your debit card has already been charged for the order); or (iii) we will not charge your credit/debit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effectuated until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for and your credit/debit card or other third-party payment account may be charged for the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your order was received. We may refuse any order that is connected with a previous credit card dispute or previous apparent fraudulent activity. We may refuse to accept any order if fraudulent activity is suspected and we may refuse to process any subsequent order from a customer who has a history of placing fraudulent orders.
I. No Responsibility to Sell Mispriced Products. We do our best to describe every item, product, or service offered on the Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product, or service, we shall have the right to revoke any stated price and to correct the error, inaccuracy, or omission (including after a purchase has been made) or to refuse or cancel any orders in our sole discretion (including any accepted orders). If we charged your credit/debit card or other account prior to cancellation, we will issue a credit or refund to your account in the amount of the charge. Additional terms may apply.
J. Modifications to Prices, Products/Services, and Billing Terms. Purchases of products and services on the Service are subject to availability. All descriptions, images, references, features, content, information, specifications, products, and prices described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services, including for any items sold by third parties (if any). Descriptive, typographic, and photographic errors are subject to correction and we shall have no liability of any kind for such errors. We strive to display as accurately as possible the colors of the products shown on the Service; however, we cannot and do not guarantee that your monitor’s display of any color will be accurate. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. HALL WINES RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.
K. Offers and Discounts. For most promotional offers, such as coupons, vouchers, and discounts, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously purchased services, gift cards, or taxes, there is no cash value, and there is a limit of one (1) offer per order. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as coupons and promotional code restrictions vary. We reserve the right to modify, suspend, impose conditions on, or cancel offers at any time without notice. If you return any of the items purchased with a discount offer, the discount or value may be subtracted from the return credit or refund. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable sales tax related to the use of the offer.
5. Feedback You Submit
A. General. HALL Wines may now or in the future offer users of the Site the opportunity to upload, display, publish, distribute, transmit, or otherwise make available on or submit through the Site, messages, text, files, comments, responses, information, content, results, reviews, suggestions, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). HALL Wines may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree that: (1) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (2) HALL Wines does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon HALL Wines’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with HALL Wines, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, HALL Wines retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. HALL Wines’ receipt of your Unsolicited Ideas and Materials is not an admission by HALL Wines of their novelty, priority, or originality, and it does not impair HALL Wines’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
C. License to HALL Wines of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to HALL Wines, and you agree to grant to HALL Wines, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to HALL Wines to your User-Generated Content, you also hereby grant to HALL Wines, and agree to grant to HALL Wines, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).
D. Additional Guidelines for Customer Reviews. The following guidelines apply to User-Generated Content that constitutes a review of a HALL Wines service (each, a “Review”), and these additional guidelines shall apply in the event that your User-Generated Content is a Review:
Reviews may only be of products or services provided by HALL Wines and you must be a bona-fide user of the HALL Wines product or service that you reference in your Review;
Reviews must be appropriate to the forum. For example, Reviews aren’t the place for rants about political ideologies, HALL Wines’ employment practices, extraordinary circumstances, or other matters that don’t address the HALL Wines product or service you are reviewing;
Reviews should reflect your genuine experience with HALL Wines’ products and services and be a true and accurate reflection of your honest experience(s), view(s), finding(s), belief(s) and opinion(s) based on your personal use of the HALL Wines product/service you are reviewing;
Don’t post fake Reviews, don’t post the same Review multiple times, and don't post Reviews for the same product or service from multiple accounts;
Reviews should reflect your first-hand experience, not what you heard from someone else, or what you saw in the news. Tell your own opinion without resorting to broad generalizations and conclusory allegations;
Make sure your Review is factually correct. Feel free to express your opinions, but don’t exaggerate or misrepresent your experience;
Reviews should not make any product performance or attribute claims about HALL Wines products or services;
If you received a HALL Wines product or service from HALL Wines for free (as a gift from us or otherwise) (a “Gift”), in order to comply with your obligations set forth in the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 ) (the “Guides”), your Review must contain a disclosure of the fact that you received the Gift free of charge from HALL Wines (the “Disclosure”). Such Disclosure must be prominent, clear and conspicuous and communicated in a way that a reader of your Review is likely to notice and understand. It’s not too complicated – it should just be straightforward and upfront. Here are a couple of examples of how this Disclosure can be made very easily and simply:
“I accepted a free merch from Michel Foch Champagne in connection with my review.”
Any HALL Wines team member or employee who writes a Review must disclose that they are affiliated with or compensated by HALL Wines.
We may restrict your ability to submit or post a Review when we detect unusual reviewing behavior, or to maintain the best possible shopping experience; and
If your Review is removed or rejected because it does not comply with these Terms, you may not resubmit a Review on the same product or service, even if the resubmitted Review includes different content.
6. Notices and Questions
You agree that: (a) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at info@michelfochwines.com or by using the chat feature at the bottom right of the Site. You acknowledge that the provision of customer support is at HALL Wines’ sole discretion and that we have no obligation to provide you with customer support of any kind.
7. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with HALL Wines or cause any other confusion; and (c) the links and the content on your website do not portray HALL Wines or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to HALL Wines. HALL Wines reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked-To Websites; Dealings with Third Parties
A. Linked Service; Advertisements. The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites (“Linked Service”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with HALL Wines. HALL Wines may have no control over the content, operations, policies, terms, or other elements of Linked Service, and HALL Wines does not assume any obligation to review any Linked Service. HALL Wines does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, HALL Wines is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Service. Finally, HALL Wines will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Service. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of Linked Service. HALL Wines disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Service or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). HALL Wines disclaims all liability in connection therewith.
9. Wireless Features and Text Message Communications
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.
C. Your Consent to Receive Automated Calls/Texts. By signing-up for communications from or on behalf of HALL Wines, you are agreeing to receive ongoing and recurring informational and/or marketing messages from HALL Wines and/or third-parties acting on our behalf, at the telephone number(s) you provide, including, but not limited to, text messages (such as SMS, MMS, RCS, or successor protocols or technologies) (collectively, “Messages”) sent using an auto-dialer and/or any other automated system or method. Message frequency varies. These Messages may include information about promotional content, including coupons, advertisements, events, polls, giveaways, cart reminders, delivery reminders and/or your relationship with HALL Wines, and may be sent after regular business hours. You understand that you do not have to agree to receive automated marketing Messages as a condition of purchasing any goods or services. While you consent to receive Messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of the Messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). You acknowledge that Messages may be sent to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive Messages from or on behalf of HALL Wines, even if you terminate your relationship with us, except if you opt-out. You can stop receiving messages at any time by following the Opt-Out Instructions below. For help, text “HELP” in response to any Message from us or contact our Customer Service Department .
D. Provision of Telephone Numbers and Other Contact Information. You verify that any contact information you provide to HALL Wines, our respective agents, and affiliates, including, but not limited to, your name, mailing address, email address, your residential, business, and/or mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If you provide your phone number(s) in conjunction with a business account, you represent and warrant that any such number is a business telephone number and agree it shall not be treated as a residential telephone line for purposes of any communications from or on behalf of HALL Wines. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or text program enrolment at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect, including by texting “STOP” to any text message you receive from us. In the event that you get a new telephone number, you will need to contact us via email at info@michelfochwines.com or via phone number at 707-967-2631 to update the phone number associated with your account.
E. Opt-Out Instructions. Your consent to receive automated Messages is completely voluntary. You may opt-out at any time, including by replying “STOP” to any Message you receive from us or by emailing us at info@michelfochwines.com and specifying that you want to opt out of automated Messages. When opting out of Messages, you acknowledge and agree to accept a final Message confirming your opt-out; this Message may also seek to clarify the scope of your opt-out. You waive any rights to bring claims for unauthorized or undesired Messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to ten (10) business days (unless otherwise required by applicable law) to process any opt-out request. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
F. Call Recording and Monitoring. You acknowledge that all communications, including telephone calls, voicemails, and Messages to, from or through HALL Wines and/or our agents, independent contractors, and affiliates, may be monitored and recorded and you consent to such monitoring and recording.
G. Fees and Charges. There is no fee to receive automated Messages from us, our agents, affiliates, and independent contractors. However, you may incur a charge for these Messages from your telephone carrier or service provider, which is your sole responsibility. Messaging and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that HALL Wines, our agents, affiliates, and independent contractors are not responsible for such charges. Your obligations under this provision will survive termination of these Terms.
H. Unauthorized Use of Your Telephone Device. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we, our agents, affiliates, and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of HALL Wines, our agents, affiliates, and independent contractors or others due to such unauthorized use.
I. MMS Disclosure. HALL Wines may send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
J. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
K. Age Restriction. You may not sign up for Messages if you are under twenty-one (21) years of age. By signing up for Messages, you acknowledge and agree that you are at least twenty-one (21) years of age and that you are permitted by your jurisdiction’s applicable law to consent to receive Messages.
10. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of HALL Wines’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via certified U.S. mail to: Hall Wines, LLC, 2323 Ross Ave., Suite #200, Dallas, TX 75201, Attn: General Counsel. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, HALL Wines and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and HALL Wines in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or HALL Wines to resolve the Dispute or Excluded Dispute on terms with respect to which you and HALL Wines, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 10(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and HALL Wines agree that we intend that this Section 10(A) satisfies the “writing” requirement of the FAA.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND HALL WINES OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between HALL Wines and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. HALL Wines and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 10(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and HALL Wines regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 10 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of HALL Wines consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 10(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require HALL Wines to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then HALL Wines will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 10(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com .
D. Special Additional Procedures for Mass Arbitration. If twenty five (25) or more similar claims are asserted against HALL Wines by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for HALL Wines shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, HALL Wines and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, HALL Wines and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with HALL Wines and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. HALL Wines does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 10(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 10(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against HALL Wines.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 10(A); (ii) filing for arbitration with JAMS as set forth in Section 10(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, your User-Generated Content, these Terms and/or HALL Wines’ intellectual property rights (including such that HALL Wines may claim are in dispute), HALL Wines’ operations, and/or HALL Wines’ products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 10(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(H). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts In or Near Dallas County, Texas. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in or near Dallas County, Texas. Accordingly, you and HALL Wines consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Texas, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, HALL Wines, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “HALL Wines Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content and your User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of any information, including your User-Generated Content, to HALL Wines via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to, or errors on, the Service will be repaired or corrected;
(h) whether your access to the Service will be uninterrupted;
(i) whether the Service will be available at any particular time or location; and
(j) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY AN HALL WINES PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HALL WINES PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY HALL WINES PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the Content and your User-Generated Content);
(b) any communications (including text messages) you receive from HALL Wines or the Services;
(c) your use of or inability to use the Service, or the performance of the Service;
(d) any action taken in connection with an investigation by HALL Wines Parties or law enforcement authorities regarding your access to or use of the Service;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any injury or damages you sustain directly or indirectly as a result of your use of the Service or HALL Wines products;
(g) any damages to your personal property as a result of your use of the Service or HALL Wines products;
(h) any errors or omissions in the Service’s technical operation; or
(i) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if HALL Wines Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HALL WINES PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HALL WINES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
13. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
14. General Provisions
A. HALL Wines’ Consent or Approval. As to any provision in these Terms or any Additional Terms that grants HALL Wines a right of consent or approval, or permits HALL Wines to exercise a right in its “sole discretion,” HALL Wines may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by HALL Wines without being in writing and signed by an officer of HALL Wines.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold the HALL Wines Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any HALL Wines Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service, HALL Wines products, and/or your activities in connection with the Service (including your User-Generated Content) or HALL Wines products; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, including, without limitation, the federal Telephone Consumer Protection Act and state law equivalent statutes, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; (vi) any other party’s access and/or use of the Service with your account; and (vii) HALL Wines Parties’ use of the information or content that you submit to us, including your User-Generated Content (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by HALL Wines Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, HALL Wines Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. HALL Wines Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a HALL Wines Party.
C. Operation of Service; Availability of Products and Service; International Issues. HALL Wines controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. HALL Wines makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)–(iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. HALL Wines reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by HALL Wines in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to HALL Wines under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from HALL Wines, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to HALL Wines in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. HALL Wines may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of HALL Wines.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or HALL Wines in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict HALL Wines’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
15. Terms Applicable For Apple Device Users
If you are accessing or using the App through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(a) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and Hall Wines and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html ) and any third party terms of agreement applicable to the Service.
(c) You acknowledge that Hall Wines, and not Apple, is responsible for providing the Service and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Hall Wines, Hall Wines and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(g) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(i) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(j) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Terms Applicable For Google Play Users
The following applies to any mobile apps, including our App, that you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Hall Wines only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Services; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Hall Wines, and not Google, is solely responsible for Hall Wines’ Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Hall Wines’ Google-Sourced Software.
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