CELLARPASS SERVICE AGREEMENT
Ticketing-only Plan

This USER Service Agreement (the "Agreement") and the policies referred to herein contain the complete terms and conditions that apply to your use of the reservation and ticketing services being offered with respect to guest management technology (the "Services") at web sites and apps owned and operated solely by CellarPass (collectively, the "CellarPass Site"). As used in this Agreement, "CellarPass" refers to CellarPass, Inc., and "USER" or "you" refers to you.

USE OF THE SERVICES AND THE CELLARPASS SITE CONSTITUTES KNOWING ACCEPTANCE AND ACKNOWLEDGEMENT OF THIS USER AGREEMENT AND CELLARPASS PRIVACY POLICY (COLLECTIVELY, THE "CELLARPASS POLICIES").

  1. DESCRIPTION OF SERVICES CellarPass will provide to User the following services (collectively, the “Services”) Use of CellarPass providing User access and full usage of online reservations and User account management based on the selected subscription plan.

  2. TERM At User’s choosing, service may be terminated upon ninety (90) days prior written notice. No refunds will be issued to User. At termination, all remaining fees are due immediately.

  3. ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties, and there are no other promises, guarantees or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. The Agreement supersedes any prior written, oral or implied agreement between the parties.

  4. PAYMENT FOR SERVICES In exchange for the Services, User will pay CellarPass according to the Fee Schedule. All monies are in $USD and due upon receipt. All fees will be reconciled on a monthly basis and charged via a single credit card transaction by the 5th of the month. As a courtesy, CellarPass will email a receipt to the email address associated with your Account upon completion of a transaction using the Payment Services. You may save and print copies of these receipts, as CellarPass does not provide a printed copy.

  5. PAYMENT CARD INFORMATION In order to use the Services, you must provide account information for at least one valid credit card through the CellarPass Application. You may manage credit card account information you have provided from time to time directly through the CellarPass Application. To help protect credit card and personal data, CellarPass follows the payment industry-recommended security and privacy guidelines and is committed to maintaining Payment Card Industry Data Security Standards (PCI DSS). A copy of the current certification of compliance is available in the CellarPass Application.

    By providing credit card account information through or to the CellarPass Application, you represent, warrant, and covenant that: (1) you are legally authorized to provide such information to us; (2) you are legally authorized to perform payments from credit card account(s); and (3) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account via the CellarPass Application, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the supplied credit card account. Payments not received by the due date, including declined payments are subject to late fees and/or account suspension or termination if account is not brought current within (15) fifteen days.

    To confirm that the payment card information you have provided directly through the CellarPass Application is valid, we will place a temporary $1.00 authorization hold on your credit card at the time you provide your payment card information through the CellarPass Application. After we verify that your payment card information is accurate, usually within a few days, the $1.00 hold will be removed. In no event will your payment card actually be charged for this $1.00 authorization. To the extent permitted by applicable law and subject to our privacy policy (http://about.cellarpass.com/privacy-policy), you acknowledge and agree that we may use certain third-party vendors and service providers at our sole discretion to process payments, manage credit card information and to detect and prevent fraud.

  6. DATA PROTECTION & SECURITY POLICY CellarPass is committed to safeguarding your information online. Therefore, CellarPass takes reasonable steps to help protect your information in an effort to prevent loss, misuse, unauthorized access, disclosure, alteration and destruction. CellarPass follows industry security policies and requires User to issue unique credentials for every employee, company representative or authorized third-party agent that is required to utilize the Services. Access to the Services should be limited to only those individuals and systems that require it. Sharing of User login credentials is strictly prohibited. CellarPass recommends that User and any device that connects to the Services has a virus protection system installed and virus definition updates are kept current.

  7. CONFIDENITALITY CellarPass and User, and its employees, agents or representatives will not at any time or in any manner, either directly or indirectly, use, divulge, disclose or communicate in any manner, any information that is proprietary or deemed confidential to CellarPass or User. Both parties agree to protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Upon written request, CellarPass or User will destroy or return to the requesting party all documents provided to the other party during the term of the Agreement.

  8. SEVERABILITY If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

  9. AMENDMENT This Agreement may be modified in whole or in part in writing, if the writing is signed by both parties obligated under this agreement.

  10. NOTICE Any notice or communication required or permitted under this Agreement shall be sufficiently given if declared in person or by certified mail, return receipt requested, to the address of the recipient.

  11. ASSIGNMENT Neither party may assign or transfer this Agreement without prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

  12. INTELLECTUAL PROPERTY AND GRANT OF RIGHTS TO USER The materials and services provided for and depicted on the CellarPass Site are protected by copyright, trademark, patent and other intellectual property laws. All text, graphics, video, data or other content on the CellarPass Site ("CellarPass Content") is provided to USER by CellarPass for the sole purpose of using the Services. USER shall not copy, display, modify, create derivative works of, publish, or sell the CellarPass Content or any information, software, or services provided by CellarPass hereunder. The CellarPass Content may be modified from time to time by CellarPass in its sole discretion. Except as expressly set forth herein, no license is granted to USER for any other purpose, and any other use of the Services or the CellarPass Content by USER shall constitute a material breach of this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement.

  13. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT At CellarPass’ invitation, if any, GUEST may submit reviews, comments, and ratings, send e-mails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties, so long as the content is not illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties or objectionable and does not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of "spam" or references to illegal activity, or malpractice. CellarPass reserves the right (but not the obligation) to remove or edit such content, but may not regularly review submitted content.

  14. ARBITRATION Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision with respect to this Agreement, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach of this Agreement shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in San Francisco, California, USA, and may be conducted by telephone and/or online. The arbitrator shall apply the laws of the State of California, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. 

  15. INDEMNITY  Each party ("Indemnifying Party") agrees and shall indemnify, defend and hold harmless the other party ("Indemnified Party"), and its members and managers from and against any and all claims, costs, losses, and damages (including but not limited to reimbursement of reasonable fees and charges of  attorneys and other professionals) incurred by the Indemnified Party arising out of, in connection with or relating to this Agreement, but only to the extent caused by the misconduct or any negligent act or omission of the Indemnifying Party. Each party shall comply with all federal, state, and local laws and regulations governing its business and the services provided under this Agreement.

  16. LIABILITY LIMITATIONS IN NO EVENT SHALL CELLARPASS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE CELLARPASS SITE FOR RESERVATIONS), OR (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUBSCRIBER IN CONNECTION WITH THE SERVICES. IN ADDITION, ALL USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING GUESTS TO THE CELLARPASS SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT. CELLARPASS IS NEITHER AN AGENT OF NOR IS CONNECTED WITH ANY AFFILIATED SUBSCRIBER IN WHICH A GUEST HAS MADE A RESERVATION. ASIDE FROM THE SERVICES PROVIDED ON THE CELLARPASS SITE. CELLARPASS IS NOT LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH A GUEST’S VISIT TO AN AFFILIATED SUBSCRIBER.

  17. DISCLAIMER OF WARRANTY THE INFORMATION, PROGRAMS, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED ON THE CELLARPASS SITE, INCLUDING, WITHOUT LIMITATION, THE SERVICES AND THE CELLARPASS CONTENT, ARE PROVIDED TO USER ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. CELLARPASS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THE CELLARPASS SITE, THE CELLARPASS CONTENT AND RELATED MATERIALS PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING.

  18. GOVERNING LAW The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

  19. ATTORNEY FEES In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

  20. TRAINING, SETUP & TRAVEL: All configuration, setup and training is done remotely with training sessions conducted online. However, User may request and pay for onsite training, setup, and/or consulting. Travel Expenses are defined as the reasonable expenses incurred by CellarPass while performing this work, including, air and surface transportation, lodging, and meals, and other miscellaneous necessary expenses incurred while conducting authorized User business. 

  21. CONTACTING CELLARPASS For questions about your CellarPass Subscriber account, please contact customer support at 1-707-255-4390. Technical Support is available online to all Users. User may submit technical support requests by going to http://www.cellarpass.com/support. Our mailing address is located at CellarPass P.O. Box 859 St. Helena, CA 94574.

 

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