Terms and Conditions

The websites located at www.bacawines.com, www.hallwines.com, www.waltwines.com, and www.michelfoch.com (collectively, the “Site”) are owned and operated by Hall Wines, LLC ("HALL Wines), dba BACA Wines (“BACA Wines”, “we”, “us”, or “our”). These Terms of Use, together with the Privacy Policy and any other policies or documents expressly incorporated herein by reference (collectively, "Terms of Use") govern your use of the Site. By accessing and/or using our Site and/or purchasing an item(s) from us, you agree to be bound by these Terms of Use. We reserve the right, in our sole and absolute discretion, to modify and/or update these Terms of Use from time to time with immediate effect. It is your responsibility to review these Terms of Use periodically for any such modifications and/or updates.

Permitted Users

The Site is available to users who are of legal age to purchase and consume alcohol. By accessing and/or using the Site, you represent and warrant to us that: (a) you are of at least legal age in your jurisdiction and country of residence and the country from which you are accessing the Site; (b) you have all necessary authority, power, and right to agree to these Terms of Use and to fulfil any obligations hereunder, none of which will put you in breach of any other contract and/or obligation; (c) you will not use or access the Site in any way that violates applicable federal, state, local, or international law or regulation; (d) you will not use the Site in any way that restricts, inhibits, or may restrict or inhibit, anyone else’s use, access, or enjoyment of the Site, or which may harm us or other users of the Site or expose us or such users to liability (all as determine by BACA Wines); (e) you will not reproduce, duplicate, copy, sell, or exploit the Site or any contents therein without our prior written consent (which may be withheld in our sole and absolute discretion); and (f) you will not use or engage any Tools (as defined herein) to access and/or use the Site (including the use of any device and/or software that interferes or may interfere with the proper functioning of the Site).

We have the right to refuse service to anyone for any reason at any time. Unauthorized use and/or access of the Site is strictly prohibited. BACA Wines (and any cloud-based host of the Site and/or contents therein) reserves any and all rights and remedies available at law or in equity.

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.

Pricing, Availability, Orders, Billing, and Delivery

Prices for any item(s) on the Site are subject to change at any time in our sole and absolute discretion. You acknowledge and agree that pricing may vary from pricing for similar item(s) sold in stores and/or with other vendors.

BACA Wines reserves the right to reject, cancel, or refuse any order placed with us (including but not limited to, the right to cancel any orders containing pricing errors). We may limit, restrict, cancel, suspend, or discontinue item(s) and/or quantities available for purchase per person, per account, per membership, per household, per merchant, or per order, in our sole and absolute discretion. Certain item(s) may be exclusively available online. We reserve the right to limit the sale of any item(s) to any geographic region and/or jurisdiction, in our sole discretion. Any offer for any product made on the Site is void where prohibited.

At times, there may be typographical errors, inaccuracies, or omissions on the Site relating to pricing (including shipment charges), promotions, products, descriptions, offers, transit times, and availability, and we reserve the right to correct any such errors, inaccuracies, or omissions, and to change or update information and/or cancel orders if any information is inaccurate at any time, without prior notice (including after you have submitted your order). Notwithstanding the foregoing, BACA Wines shall be under no obligation to update, amend, or clarify information on the Site.

You are solely responsible for providing current, accurate, and complete purchase and account information and agree to promptly update your account and other information, as needed, for BACA Wines to complete your transaction. Your confirmation at the end of any transaction and/or purchase is your acknowledgment and agreement to pay for the item(s).

If you use and/or access the Site 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 Site 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.

SHIPPING AND RETURNS

Due to state-mandated compliance laws, we are unable to ship wines to the following states: AL, AR, DE, LA, ME, MS, NJ, RI, UT. Michel Foch products are subject to additional restrictions and cannot be shipped to the following states: AK, AZ, CO, CT, IL, IA, KS, MD, MI, MO, NY, OH, PA, SD, TX, and WI.

Shipping costs will vary by state and location and may be changed by BACA Wines from time to time. In addition, due to the ever-changing nature of alcohol and other wine-related laws, BACA 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 BACA 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 BACA Wines at info@bacawines.com regarding the issue and BACA 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 BACA Wines does not receive a report within such forty-five (45) day period, you forfeit a refund and/or option for replacement.

An adult (21+) signature is required for all 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 BACA 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 BACA Wines for any reason, including but not limited to, failed delivery attempts and/or missed delivery (including a missed signature), a $25 processing fee will apply.

During times of inclement weather, extreme heat, or extreme cold, BACA Wines reserves the right to delay shipments until conditions improve. Please be advised that BACA Wines is not responsible for items damaged due to weather conditions.

Intellectual Property Protection

The Site, including, without limitation, site layout, logos, “look and feel, functionalities, design, text, icons, downloads, interfaces, images, photographs, graphics, code, software, video and audio content (“Materials”) are the property of HALL Wines or third parties and may be protected by copyright, trademark, international treaties and/or other proprietary rights and laws of the United States and other countries. You may not publish, copy, display, distribute, transmit, perform, modify, create derivative works from, frame or sell any Materials, information, products, or services obtained from the Site without prior written consent from HALL Wines (which may be withheld in our sole discretion). We retain all right, title, and interest to the Materials. You agree to abide by all applicable copyright, trademark, and other laws, as well as any additional copyright notices or restrictions contained in the Site. All trademarks, service marks, trade names, trade dress, logos, designs, and sounds associated with the Site are owned by HALL Wines, its affiliates, or third-party trademark owners. Except as permitted by applicable laws, you are prohibited from using any of the marks appearing on the Site without express written consent from the respective trademark owners. HALL Wines neither represents nor warrants that your use of the Materials will not infringe rights of third parties. You may not modify or delete any copyright, trademark, or other proprietary notices relating to the Materials you access. In consideration of your access to and/or use of the Site, you on behalf of yourself and your company (if applicable) hereby assign to HALL Wines any and all copyrights (or other intellectual property rights) which may arise in any work product or derivative works resulting from use and/or access to the Site.

Use of and Downloading Materials

Materials on the Site may be used only for your personal, non-commercial use, provided you do not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notices or legends appearing on any of the Materials. You may not engage in systematic retrieval of data or other Materials from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from HALL Wines, nor may you mirror on your own site, or other publication, the home page or results pages of the Site. You acknowledge and agree that (a) you do not acquire any ownership rights by accessing, downloading, or copying any portion of the Site; and (b) you shall not to display or use in any manner the HALL Wine marks, without our prior written consent.

You may not use any computer program tools including, but not limited to, web spiders, bots, indexers, robots, crawlers, harvesters, artificial intelligence, or any other automatic device, program, algorithm or methodology, or any similar or equivalent manual process (“Tools”) to access, acquire, copy or monitor any portion of the Site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain materials, documents or information through any means not purposely made available through the Site. Tools that use the Site shall be considered agents of the individual(s) who control and/or author them.

Use of the Materials for any purpose not expressly permitted in these Terms of Use is prohibited. If you (or a legal entity for which you are an officer, director, employee, or other agent) own and operate a website or engage in other Internet activity, such as electronic commerce, communication, publishing and transmission, and want to download, post, publish, or use Materials for any such website or Internet activity, you will need prior written permission from HALL Wines even if your website or Internet activity is free of charge.

User Comments, Feedback, and Other Submissions

All comments, feedback, ratings, suggestions, ideas, and other submissions disclosed, submitted or offered to BACA Wines on or by the Site or otherwise disclosed, submitted or offered in connection with your access and/or use of the Site (collectively, “Comments”) shall immediately become and remain the property of HALL Wines. Such disclosure, submission, or offer of any Comments shall constitute an automatic assignment to HALL Wines of all right, title, and interest in all copyright and other intellectual properties in the Comments and shall not be limited in any way in our use, commercial or otherwise, of any Comments. Furthermore, we are free to use any ideas, concepts, know-how, or techniques contained in any Comments or communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products using such information. You agree that we may, at any time and in our sole and absolute discretion, modify, copy, publish, distribute, translate, and/or otherwise any Comments in any medium without compensation.

We are and shall be under no obligation: (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. You agree that Comments submitted by you to the Site will not violate any rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights. You further agree that Comments submitted by you to the Site will not be or contain libelous or otherwise unlawful, abusive, vulgar, obscene, defamatory, harassing, threatening or obscene material. Furthermore, you, including any Comments, will not: (a) make any bigoted, hateful, or racially offensive statements; (b) advocate illegal activity or discuss illegal activities with the intent to commit them; (c) post or distribute any chain letters, spam, or software or other materials that contain a virus or other harmful component; (d) post advertisements or solicitations of business; (e) impersonate another person; (f) submit any materials that contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or (g) attempt to gain unauthorized access to the accounts, computer systems or networks connected to the Site through hacking, password mining, or any other means. We reserve the right to deny the publishing of Comments, to remove Comments, and/or to terminate your access for uploading Comments in our sole discretion at any time, without prior notice. You are solely responsible for your Comments and their accuracy. HALL Wines takes no responsibility and assumes no liability for any Comments posted by you or any third party.

You understand that when using the Site, you will be exposed to Comments from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Comments. You further understand and acknowledge that you may be exposed to Comments that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against HALL Wines with respect thereto, and agree to indemnify and hold HALL Wines, its affiliates and subsidiaries and each of their officers, members, managers, directors, employees, and agents harmless to the fullest extent permitted by law regarding all matters related to your use of the Site. We do not endorse any Comments or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Comments.

Registration, Account, Password, and Security

Your use of the Site may require you to register an account with BACA Wines. To complete the registration process you must provide us with current, complete, and accurate information as requested by the applicable registration form. When you register, your email address will serve as your username, and you will select a password. You are solely responsible for maintaining the confidentiality of your email address and password and are solely responsible for all activity under your email address and password. You may not use anyone else’s email address, impersonate someone else, create or use an account on behalf of anyone other than yourself, create multiple accounts (unless expressly authorized by BACA Wines), provide an email address other than your own, permit others to use your email and/or password, or provide or use false information. Your access to the Site is limited to one user session; concurrent sessions using an identical email and password combination are prohibited. You agree to notify BACA Wines immediately in writing at info@bacawines.com of any unauthorized use (or reasonable suspicion of unauthorized use) of your email and/or password, any other breach of these Terms of Use, or any concern or other breach regarding the security of the Site. You may not transfer your account to anyone else with our prior written consent. We are not liable for any loss that you may incur as a result of the misuse of an email address, password, and/or account, whether with or without your knowledge.

BACA Wines has the right to deactivate, disable, suspend, or otherwise delete any registration, account, username, email address, password, or other similar information, at any time, for any reason or no reason, in our sole discretion.

You hereby agree that all information provided to BACA Wines, on the Site, or otherwise, including but not limited to through the use of any interactive features, is governed by our Privacy Policy, and you consent to all actions taken with respect to such information consistent with our Privacy Policy.

Online Stores; Promotions & Special Offers

BACA Wines may offer promotional codes, discounts, or special offers, which shall only be redeemable for purchases of item(s) on the Site. Such promotional codes, discounts, or special offers are not redeemable for cash, cash equivalents, or other consideration and are subject to expiration dates and all other applicable terms and conditions (including the Terms of Use). BACA Wines reserves the right in its sole discretion to change or cancel any promotional codes, discounts, and/or special offers or change the applicable terms and conditions at any time for any reason without notice. Promotional codes, discounts, or special offers may only be applied where all required conditions are met. We may, in our sole discretion, offer promotional codes, discounts, or special offers with different conditions, features, and different rates to any consumer. Promotional codes, discounts, or special offers are void where prohibited by law. You are responsible for paying any applicable sales taxes incurred during the use of such promotional codes, discounts, and/or special offers.

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including but not limited to contests, sweepstakes, invitations, or other similar features (each, an “Application”), all of which additional terms and conditions are made a part of these Terms of Use by this reference. You agree to abide by such Application terms and conditions. If there is a conflict between these Terms of Use and the terms of the Application, the terms of the Application will control as relating to the Application.

Privacy Policy

Personal information collected from you through use of the Site is subject to BACA Wines’ Privacy Policy. For more information, see BACA Wines’ Privacy Policy.

Links to Third Party Sites from the Site

The Site may contain links to other websites or resources (collectively, “Linked Sites”). Hyperlinks to other Internet resources and Linked Sites are provided for your convenience only. You acknowledge and agree that HALL Wines: (a) provides access to such Linked Sites, materials, and/or tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement; (b) is not responsible for the availability of such external Linked Sites or resources; (c) does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Linked Sites or resources; and (d) shall not be liable, directly or indirectly, for any damage or loss caused by the use or reliance on such Linked Sites. Your access, use, and reliance upon such Linked Sites is at your own risk. Any and all concerns, claims, complaints, or questions regarding Linked Sites (including tools, materials, products, or services therein) should be directed to the applicable third party.

Links to the Site from Third Party Sites

We reserve the right, at any time, to eliminate, block, object to, or request removal or correction of any link that we determine in our sole judgment to be inappropriate or inconsistent with the Site’s image and reputation. You shall not, and shall not authorize any other person to, co-brand the Site or portion thereof, or frame the Site or portion thereof (whereby the Site or portion thereof will appear on the same screen with a portion of another site). “Co-branding” means to display a name, logo, trademark, Materials, or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Site or Materials accessible through the Site. You agree and acknowledge that we must provide prior written consent before deep-linking, framing, co-branding, or other activity impacting the access to or the use of the Site is performed. Failure to obtain such consent may result in an infringement claim or other legal action. You agree to cooperate with HALL Wines in causing any unauthorized deep-linking, framing, co-branding, or other activity impacting the access to or the use of our Site to immediately cease.

Disclaimer of Warranties

THE DISCLAIMERS SET FORTH IN THESE TERMS OF USE ARE AN ESSENTIAL COMPONENT TO THESE TERMS OF USE. YOU AGREE AND ACKNOWLEDGE THAT NEITHER HALL WINES, NOR ANY THIRD-PARTY CONTENT PROVIDER, MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION: (1) THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (2) THAT DEFECTS IN THE SITE WILL BE CORRECTED; (3) THAT THE SITE, INCLUDING THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES; (4) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MATERIALS ON THE SITE; OR (5) AS TO THE ACCURACY, RELIABILITY, AVAILABILITY, SUITABILITY, QUALITY, OR OPERATION OF ANY INFORMATION, SOFTWARE, OR SERVICE PROVIDED ON OR ACCESSIBLE FROM THE SITE OR AS TO ANY INFORMATION, PRODUCTS, OR SERVICES ON THE INTERNET IN ANY WAY. IN ADDITION, HALL WINES DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF THE SITE, THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR MATERIALS INCLUDED ON THE SITE, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, DURABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SITE IS AT YOUR SOLE RISK. YOU AGREE THAT HALL WINES, ITS AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, OR OTHER AGENTS, CONSULTANTS, OR CONTENT PROVIDERS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. YOU AGREE THAT HALL WINES, ITS AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, OR OTHER AGENTS, CONSULTANTS, OR CONTENT PROVIDERS IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HALL WINES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

THE LIMITATION OF LIABILITY SET FORTH HEREIN IS AN ESSENTIAL COMPONENT TO THESE TERMS OF USE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HALL WINES, ITS AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, OR OTHER AGENTS, CONSULTANTS, OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL (INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES), INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THE USE, INABILITY TO USE, AUTHORIZED USE, PERFORMANCE, OR NONPERFORMANCE OF THE SITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF HALL WINES WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE OR RELATED POLICIES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

ABSENT HALL WINES’ GROSS NEGLIGENCE, FRAUD, AND WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT HALL WINES IS LIABLE TO YOU EXCEED THE GREATER OF (I) $100.00 OR (II) THE AMOUNTS PAID BY YOU TO HALL WINES IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold HALL Wines and its affiliates, related companies, and each of their directors, officers, employees, members, managers, shareholders, agents, licensors, contractors, subcontractors, suppliers, successors or heirs (the “Protected Entities”) harmless from any and all claims and demands made by you and/or any third party, liabilities, costs and expenses, including reasonable attorneys' fees, due to or arising in any way from your use of the Site, or your breach or violation of the law or of these Terms of Use or the documents incorporated herein by reference. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Notwithstanding the foregoing, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold the Protected Entities harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms of Use.

If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

Termination

You agree that HALL Wines, in its sole discretion and without notice, may terminate your password, account (or any part thereof) or access to or use of the Site or any portion thereof, and remove and discard any content within the Site, at any time and for any reason or no reason, including, without limitation, if HALL Wines believes that you have violated or acted inconsistently with these Terms of Use. HALL Wines reserves the right to prohibit or restrict access to the Site to anyone at any time, with or without cause. HALL Wines may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, temporarily or permanently, without notice, at any time, for any reason. You agree that HALL Wines shall not be liable to you or any third party for any termination of your access to the Site or for any modification, suspension or discontinuation of the Site. These Terms of Use shall remain effective until terminated by you or HALL Wines. Notwithstanding anything to the contrary set forth herein, these Terms of Use shall remain enforceable against you and unpaid amounts you owe to HALL Wines for purchases will remain due.

Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination, including but not limited to the following: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

Copyright Agent

We respect the intellectual property of others and require that users who use and/or access the Site do the same. If you reasonably believe that there is any content on the Site that infringes (or may reasonably infringe upon), your copyright, please promptly provide the following information in writing to our Copyright Agent:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on this Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Notice of claims of copyright infringement shall be sent to the Copyright Agent at:

Hall Wines, LLC, 2323 Ross Ave., Suite #200, Dallas, TX 75201, Attn: Copyright Agent and General Counsel or by email to info@bacawines.com (Attn: Copyright Agent).

Miscellaneous

These Terms of Use are governed by the laws of the United States and the State of Texas, without giving effect to any principles of conflicts of laws. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Dallas County, Texas, U.S. in all disputes arising out of or relating to the use the Site.

Notwithstanding the foregoing, the Site may be viewed internationally and may contain references to products or services not available in all countries. References to a particular product or services do not imply that they are appropriate or available to all persons of legal purchasing age in all locations, or that HALL Wines intends to make such products or services available in such countries. Any offer for any product, feature, service made on the Site is void where prohibited. Your information will be transferred to HALL Wines, located in the State of Texas or California, United States, which location may be outside of your own country, and by providing HALL Wines with your information, you consent to such transfer. Although HALL Wines will use reasonable efforts to safeguard the confidentiality of any personal information collected, HALL Wines shall not be liable for disclosure of personal information obtained due to reasons outside its reasonable control, including but not limited to errors in transmission or the unauthorized acts of third parties.

These Terms of Use are not enforceable by or for the benefit of any third party.

You may not assign, delegate, or transfer your account, membership or these Terms of Use or your rights or obligations hereunder, without our prior written consent. We may transfer, assign, or delegate these Terms of Use and our rights and obligations at any time in our sole discretion without your consent.

HALL Wines shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, fire, floods, accidents, war, terrorism, pandemics, riots, embargos, acts of civil or military authorities, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

These Terms of Use and any corresponding policies or rules posted (including but not limited to the Privacy Policy) constitute the entire agreement and understanding between the parties hereto and govern your use of the Site, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). No course of performance between the parties or course of conduct or dealing between the parties or applicable trade practice shall constitute a modification of these Terms of Use.

In the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

The headings used in the Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

The failure of HALL Wines to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

BACA WINES WINE CLUB TERMS AND CONDITIONS

Unless otherwise set forth herein, the Terms of Use shall apply and control. In the event of a direct conflict between the Terms of Use and these Terms and Conditions (“Terms”), the Terms shall control. In all other instances, the Terms of Use shall control. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Terms of Use. Please read the following carefully:

Acceptance

By becoming a member of the Wine Club (as defined herein), you acknowledge and agree that you have read, understand, accept, and agree to be legally bound by, these Terms. Your acceptance of these Terms creates a binding contract governing the terms of your membership in the BACA Wines Wine Club (the “Wine Club”) and no other statements, representations, materials or related information will alter or amend these Terms, except as specifically referenced in these Terms and/or as revised or modified by Hall Wines LLC ("HALL Wines"), dba BACA Wines (“BACA Wines”, “we”, “us”, or “our”) in accordance with these Terms or Terms of Use, as applicable.

Wine Club Shipping

Pursuant to and subject to your membership in the Wine Club, BACA Wines will make certain wine selections of its choosing (a “Club Allocation”) and either: (1) ship you the Club Allocation; or (2) you may pick-up the Club Allocation at a Visitor Center (as 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 BACA Wines without notice.

In the event BACA Wines is unable to ship your wine to you due to compliance regulations, BACA 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.,
St. Helena, CA 94574

56 Auberge Rd.
Rutherford, CA 94573

605 1st St.
Napa, CA 94558

380 1st St W.
Sonoma, CA 95476

779 Westside Rd.
Healdsburg, CA 95448

414 N Palm Canyon Dr.
Palm Springs, CA 92262

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 BACA Wines was not able to ship to you based on such a change in laws.

Wine Club Pick-Up

Wine Club members who elect to pick up their Club Allocation are required to pick up such Club Allocation from the applicable Visitor Center within forty-five (45) days of the billing date. 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 45-day period, and no prior arrangements have been made with BACA Wines, such wines will be shipped the following week to the billing address on file, for an additional charge.

Billing

You authorize BACA Wines to charge the credit card on file four (4) times per year, in advance of any Club Allocation. It is your obligation to update any changes to your credit card information online or by phone at 707-967-2631 at least five (5) business days prior to any billing date. In addition, any delivery or billing address changes must be made in writing to membership@bacawines.com or by phone 707-967-2657 at least five (5) business days prior to any billing date. BACA Wines is not responsible for any Wine Club charges or shipping charges incurred due to misdirected or returned Club Allocations or changes made after the above-referenced deadlines.

Cancellation

Memberships in the Wine Club automatically renew. Membership cancellation requests must be submitted by either logging into your membership account at BACAwines.com, by contacting Membership Services at 707-967-2631, or by emailing membership@bacawines.com. Any fees already charged for any Wine Club membership, including any quarterly fees, are non-refundable.

BACA Wines may cancel your membership and refuse any and all current or future use of BACA Wines’ services, or any portion thereof: (1) in order to comply with applicable laws, rules, and/or regulations; (2) if you provide any information that BACA Wines determines, in its sole discretion, to be untrue, inaccurate, not current, or incomplete (or if the information becomes untrue, inaccurate, not current, or incomplete); (3) if BACA Wines determines, in its sole discretion, that you are using your Wine Club membership in a manner not permitted by these Terms or the Terms of Use; or (4) in other circumstances as BACA Wines deems appropriate in its sole discretion.

Return Policy

Wine Club orders are subject to our general return policy set forth in the Terms of Use. Costs may change without notice.

Personal Information

BACA Wines requires certain personal information from you to verify and administer your Wine Club membership, and you agree that you have freely provided that information. Your personal information is governed by our Privacy Policy, which may be accessed here: https://www.bacawines.com/privacy-policy

Your Passwords and Account Security

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use in connection with your Wine Club membership. Accordingly, you agree that you will be solely responsible to BACA Wines for all activities that occur under your account. If you become aware of any unauthorized use of your password and/or of your account, you agree to immediately notify BACA Wines at 707-967-2657 or membership@bacawines.com.

If you are located within the European Union or other jurisdictions with laws governing data storage or processing that are different from United States laws, please be aware that we may transfer information to a country that does not have the same laws. By accessing and/or using the Site, you expressly consent to: (1) the transfer of information to the U.S. or any other country in which BACA Wines (or its affiliates) or their respective service providers need to process your personal information; and (2) the use and disclosure of information about you as described in our Privacy Policy.

Disclaimer

YOU UNDERSTAND AND AGREE THAT YOUR MEMBERSHIP IN THE WINE CLUB, THE GOODS AND SERVICES PROVIDED BY BACA WINES AND ALL OTHER BENEFITS RELATED TO THE WINE CLUB ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. BACA WINES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BACA WINES WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR RELATED TO YOUR MEMBERSHIP IN THE WINE CLUB OR ANY GOODS, SERVICES OR BENEFITS YOU RECEIVE OR FAIL TO RECEIVE FROM THE WINE CLUB, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT BACA WINES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. By joining the Wine Club, you agree to defend, indemnify, and hold harmless BACA Wines and its affiliates, and each of their respective owners, officers, directors, members, managers, employees, representatives, agents, successors and assigns, from and against any and all losses, claims, damages, costs and expenses related to your misrepresentation as to any information provided to the Wine Club, your breach of any of these Terms or Terms of Use, or any misuse of any goods, services, or other benefits of Wine Club membership.

Legal Compliance

Member benefits are non-transferable. All goods, services, and benefits provided by BACA Wines, including wines, are only provided and/or shipped to such states in which BACA Wines is licensed and legally able to provide such goods, services, and benefits. Wine Club membership is void where prohibited, and by joining the Wine Club, you represent that your membership in the Wine Club and receipt and use of any goods, services, or other items received through the Wine Club does not and will not violate any applicable laws, rules, or regulations. You acknowledge and agree to comply with all applicable laws, rules and regulations, including without limitation, laws governing the possession and use of wine and alcoholic beverages. If any product is requested to be provided in or shipped to any state where BACA Wines is not appropriately licensed, BACA Wines can refuse such shipment. Wines will be provided or delivered only to persons who are at least 21 years old. In joining the Wine Club, you represent to BACA Wines that you are at least 21 years old and the person to whom delivery of any wine will be made. When your wine is picked up or delivered, the person receiving the product will be required to show a valid, government-issued photo identification showing that he or she is at least 21 years old. Additionally, for any pickup orders, you must provide identification proving Wine Club membership.

Wines provided or delivered by the Wine Club are not for resale and are for personal consumption only. BACA Wines has the right to terminate or suspend the Wine Club and/or any Wine Club membership, at any time and for any reason whatsoever, including, without limitation, following a change in any applicable laws, rules, or regulations.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or related to these Terms, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Site shall be instituted exclusively in the courts located in Dallas County, Texas, U.S. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Modifications

We may, at any time, revise or modify these Terms or impose new conditions for Wine Club membership and/or use of the Site as related to your membership. Such changes shall be effective immediately upon notice to you, which may be given by any means including, without limitation, posting on the Site. Any use of the Site or receipt of a Club Allocation by you after such notice shall be deemed to constitute acceptance of such changes.

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