Terms of Use

TERMS OF USE

Massanois LLC (“Massanois” or “we” or “us” or “our”) welcomes you to  www.massanois.com (the “Site”).

PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE USING THE SITE.  BY USING THE SITE, YOU ARE AGREEING TO ARBITRATE DISPUTES AGAINST MASSANOIS IN YOUR INDIVIDUAL CAPACITY, AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

WHEN you visit the Site, you agree to be bound by THESE TERMS OF USE AND OUR PRIVACY NOTICE (THE “PRIVACY NOTICE”).  by using the SITE, you accept and agree that THESE TERMS OF USE AND the privacy NOTICE govern your use of the SITE.  If you do not agree to theSE terms of USE AND the privacy NOTICE, you may not use the SITE.

We may make changes or improvements to the Site and/or to these Terms of Use at any time.  Any modifications may be will be effective immediately upon the posting of the modified Terms of Use on the Site.  We encourage you to check this page each time you visit the Site, so that you are aware of any modifications or updates.  BY CONTINUING TO USE THE SITE AFTER ANY CHANGES OR IMPROVEMENTS ARE MADE, YOU ARE ACCEPTING AND AGREEING TO THE CHANGES.

1. Privacy Notice

Please review our Privacy Notice, available here [Privacy Notice], which also applies to and governs your use of the Site.  The Privacy Notice explains how we collect and use certain information and data collected through the Site.  By using the Site, you are agreeing to our collection and use of certain information consistent with the Privacy Notice, and to be bound by the terms of the Privacy Notice and these Terms of Use.

2. Producer Portal

If you are a producer accessing our Producer Portal, you will be prompted to provide a password. You are responsible for maintaining the strict confidentiality of your password, and for restricting access to such information.  You accept all responsibility for all activities that occur under your password, whether you authorized such activity or not.  Be sure to sign off when finished using a shared computer.  Massanois reserves the right, in its sole discretion and without notice to you, to restrict your access to all or part of the Site for any reason.

3. Ownership of Intellectual Property

The Massanois name and logo, and other marks displayed on or through the Site, are the proprietary service marks or trademarks of Massanois or third parties.  None of the marks displayed on the Site may be used in any way without the express prior written consent of their respective owner.

All content on the Site, including, but not limited to, works of authorship, documents, designs, text, graphics, photos, logos, button icons, images, software, programs, code, digital downloads, and data compilations; any improvements or modifications to such content; any derivative works of any of the foregoing; and the collection, arrangement, and assembly of all data and content on or accessed through the Site are the property of Massanois or its respective licensors, and are protected by all applicable intellectual property laws.

You may not use, reproduce, perform, display, publish, adapt, modify, broadcast, transmit, distribute, exhibit, disseminate, license or sell any of the trademarks, service marks, names, logos, content, data, illustrations, graphics, images, photos, documents, works of authorship, or other information, services or materials appearing or available on or through the Site (collectively, “Site Content”), or any other proprietary interests of Massanois, in whole or in part, except as expressly permitted by these Terms of Use.  Nothing in these Terms of Use shall grant you or any other user any license or right in or to any copyright, trademark, trade secret, patent or other proprietary right of Massanois or any other person.

1. License to the Site and Site Content

The Site may include information regarding Massanois and the wines it distributes, as well as content and materials proprietary to Massanois.  Subject to the terms and conditions hereof, Massanois hereby grants you a non-exclusive, revocable, limited, non-transferable license to access the Site and view the Site Content solely for your own personal or professional use; provided, that (x) neither the Site Content nor any indicia, notices, content, disclaimers or other terms therein are altered or removed; and (y) any information provided through the Site by third parties is used solely for the purpose permitted in this paragraph.  Under no circumstance shall title to any Site Content, or other information found on the Site be transferred to you by the function of this license.  Any unauthorized use of any Site Content or any intellectual property or information accessed or available through the Site or Site Content may violate intellectual property and other laws.

You agree not to upload or transmit to or via the Site any information that (i) infringes or otherwise violates any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right; (ii) is defamatory, libelous, expresses hate, or is unlawfully threatening; (iii) is pornographic, obscene, or exploitative of a minor; (iv) contains or embodies a virus, worm, Trojan Horse, or any other contaminating or destructive feature; or (v) otherwise violates any applicable treaty, law, or regulation. Massanois reserves the right to remove any material alleged to be violating any of the above pending further investigation.

You agree that you will not interfere, in any way, with others’ use of or access to the Site, will not develop, invoke or utilize any code or other method to disrupt, diminish the quality of, interfere with the performance of, impair the functionality of, or attempt to reverse engineer the Site (or any part thereof) or circumvent any security features thereof, and will not attempt to gain unauthorized access to the content or computer system of any other site or of any Site user.  You further agree (i) not to use any software, program, code, algorithm, method, data or data compilation owned by Massanois except as may be implemented in the Site, as applicable; (ii) not to take any other action in connection with your use of the Site that violates any treaty, law, or regulation; and (iii) to fully comply with all applicable treaties, laws, and regulations in your use of the Site.

You agree not to authorize or encourage any third party to use the Site to facilitate or engage in any of the prohibited conduct described in these Terms of Use.  You also agree to immediately notify Massanois in the event of an actual or threatened claim that you have violated any of the terms, conditions, limitations, covenants or agreements contained in these Terms of Use.

You agree to access the Site through a standard Web browser, and that you will not use any robot, spider, or other automatic device, manual process, or application or data mining or extraction tool to access, monitor, copy, or use the Site.  You agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site.

Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site without the prior written consent of Massanois.

5. Term; Termination; Modification or Discontinuance of the Site

These Terms of Use will remain in effect until terminated in accordance with this Section 5.

Your right to access and use the Site immediately terminates without further notice upon your breach of these Terms of Use.  Massanois may immediately suspend or terminate the license and/or your right and ability to use the Site at any time for your breach or suspected breach of these Terms of Use.  Upon termination, you will immediately destroy any materials, content or other information (including, without limitation, Site Content) that you obtained from the Site, if any, and cease all use of the Site.

Massanois reserves the right, in its sole discretion, to discontinue or modify the Site or your right to use the Site at any time, without cause.  In the event of any material modifications to the Site, your access to the Site and the information, content, services and materials on the Site may be limited or unavailable during the modification period.

Any provisions of these Terms of Use which by their nature should survive the expiration or termination of your right to access and use the Site shall survive the expiration or termination for any reason whatsoever.  Massanois shall in no way be liable to you or any third party for any consequence which results from Massanois’ decision to modify, suspend or discontinue the Site.

6. Unauthorized Use of the Site

Massanois further reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site, including, but not limited to: unauthorized access to the Site through a third-party application, robot, spider, automated device, or data mining or extraction tool or other unauthorized means; interference with the Site; any other action that imposes an unreasonable load on the Site; any link to any page of the Site other than the home page; any unauthorized activity under your account credentials for the Site by another individual or entity; or any unauthorized distribution of Site Content.  Massanois’ decision not to pursue legal action for any violation of these Terms of Use shall not be construed as a waiver or modification of these Terms of Use, the Privacy Notice, or of Massanois’ legal rights and remedies, all of which are expressly reserved.

7. Third Party Sites

If you reach the Site using a link or from another web site or search engine, or go to another site from the Site, information about your visit to the Site may be collected by the other website or search engine, and will be subject to the privacy policy of that site. You are encouraged to review the privacy policy of each of those sites or search engines.  Massanois is not responsible for any content, materials or other information located on or accessible from any other website. Massanois does not endorse, guarantee, or make any representations or warranties regarding any other website, or any content, materials or other information located or accessible from such websites, or the results that you may obtain from using such websites.

IN NO EVENT WILL MASSANOIS BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY THIRD PARTY SITE, OR ANY LINK CONTAINED IN A THIRD PARTY SITE.

8. Qualification for Use and Access to the Site

By using the Site, you represent and warrant that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction), and that you agree to abide by all of the terms and conditions of these Terms of Use.  Use of the Site is void where prohibited.

9. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR ANY SITE CONTENT IS AT YOUR OWN RISK AND THAT THE SITE AND ALL SUCH INFORMATION IS PROVIDED BY MASSANOIS ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MASSANOIS MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE AVAILABILITY, OPERATION, AND USE OF THE SITE AND THE SITE CONTENT, AS APPLICABLE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MASSANOIS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY SITE CONTENT IS ACCURATE, COMPLETE, OR CURRENT, AND MASSANOIS IS NOT RESPONSIBLE FOR ANY ERRORS, INACCURARIES, DEFECTS, UNTIMELINESS, SECURITY BREACHES OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE OR SITE CONTENT.  MASSANOIS UNDERTAKES NO OBLIGATION TO UPDATE ANY INFORMATION OR SITE CONTENT CONTAINED ON THE SITE.  FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MASSANOIS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR SITE CONTENT WILL BE AVAILABLE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, DEFECTS OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MASSANOIS OR ITS CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “MASSANOIS PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE OR ANY SITE CONTENT AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR REVENUE, OR FOR BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.  IN THE EVENT OF ANY PROBLEM WITH THE SITE OR ANY SITE CONENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE OR THE SITE CONTENT.

CERTAIN LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.  IN SUCH CASES, MASSANOIS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  NEVERTHELESS, NOTHING IN THESE TERMS OF USE IS INTENDED TO LIMIT OR WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE LAWS.

11. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold the Massanois Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity) arising from, incurred as a result of, in connection with, or in any manner related to (i) your violation or breach of these Terms of Use or applicable laws; and/or (ii) your violation of any third party’s rights.

12. Denial of Access

If you violate, or are reasonably suspected by Massanois of violating, these Terms of Use in any way, Massanois may prohibit you from using or accessing the Site, in whole or in part, at any time, in its sole discretion, without notice to you.  These actions are in addition to, and not in lieu or limitation of, any other right or remedy Massanois may have available at law or in equity. Further, Massanois shall not be liable to you or any third party for any such suspension or termination.

13. Force Majeure

WITHOUT LIMITATION TO ANY OTHER PROVISION IN THESE TERMS OF USE, MASSANOIS shall not be responsible or liable for any failure or delay in the performance of its obligations under these Terms of Use if the delay or failure arises out of or results from any cause beyond ITS reasonable control, including without limitation, acts of God, earthquake, fire, flood, storms, war, labor disputes, interruptions, loss or malfunctions of utilities, computer or communications services, accidents, acts of civil or military authority or governmental actions, acts of terrorism or any other act of civil or military authority or governmental action.

14. Governing Law; Dispute Resolution

These Terms of Use and your access to and use of the Site is governed by the laws in effect in the State of New York, without giving effect to its conflicts of law provisions. By using the Site, you waive any claims that may arise under the laws of other countries or territories.

With respect to any and all disputes arising out of or in connection with the Site, these Terms of Use, or the Privacy Notice, you and Massanois agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and Massanois do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association in New York, New York.

THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THESE TERMS OF USE, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.  NOTHING IN THESE TERMS OF USE IS INTENDED TO LIMIT OR WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE LAWS.

The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Massanois may seek any interim or preliminary relief from a court of competent jurisdiction in New York County, New York, necessary to protect its rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute arising out of or in connection with the Site, these Terms of Use, or the Privacy Notice, must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn’t filed within one year, it’s permanently barred.

15. Territory

The Site is intended for users who are located in the United States and Massanois only distributes wine to accounts located in the United States.  To the fullest extent permitted by applicable law, Massanois does not represent that materials or information on the Site are appropriate or available for use in other locations, and access to the Site and/or the Site Content from territories where their content is illegal is prohibited.  Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. Contact

If you have any questions about these Terms of Use or any Site Content, please contact Massanois at info@massanois.com, or by letter addressed to:

Massanois LLC

443 Park Avenue South, Suite 700

New York, New York 10016

17. Headings

The headings of articles and sections contained in these Terms of Use are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms of Use.

18. Assignability; Waiver; Invalidity

You may not assign or otherwise transfer these Terms of Use or any rights or obligations hereunder.  Massanois’ failure to act on any breach of any provision hereof shall not be construed as a modification or waiver of the enforcement of any provision unless Massanois agrees to such waiver in writing.  If any provision of these Terms of Use shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.

19. Entire Agreement

These Terms of Use, together with our Privacy Notice, set forth the entire understanding between you and Massanois with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, oral or written, between you and Massanois with respect to such subject matter.

 

Effective as of: December 1, 2017