Date updated: January 1st, 2023
These terms (“Terms”) govern the use by you and your authorized employees, agents, affiliates and/or contractors (collectively, “you” or “your” or “Client”) of the Vin Social services (the ”Services”), and are incorporated by reference into your Statement of Work (“SOW”) with Vin Social. These Terms, along with your SOW and the terms and conditions located online at vinsocial.co, which are also incorporated herein by reference (the “Online T&C”), shall be collectively referred to as the “Agreement.” In the event of a conflict between your SOW and these Terms and/or the Online T&C, your SOW shall control. In the event of a conflict between the Online T&C and these Terms, these Terms shall control.Jann
1. FEES
Fees shall be billed in accordance with the terms set forth in your SOW.2. INTELLECTUAL PROPERTY
2.1 You acknowledge and agree that, (i) as between Vin Social and you, Vin Social owns all right, title and interest in the Vin Social Services and Vin Social’s name and trademarks, whether now existing or which may subsequently come into existence (collectively, the “Vin Social Property”), and (ii) nothing in this Agreement shall confer in you any right of ownership in the Vin Social Property.
2.2 You hereby permit Vin Social to use your name and trademarks, whether now existing or which may subsequently come into existence (the “Client Property”), in the performance of the Vin Social Services. Vin Social acknowledges and agrees that, (i) as between Vin Social and you, you own all right, title and interest in the Client Property, and (ii) nothing in this Agreement shall confer in Vin Social any right of ownership in the Client Property. If, and only if, mutually agreed upon in the SOW, Vin Social may use your name and trademarks in the promotion of the Vin Social Services.
3. CONFIDENTIALITY
3.1 The parties acknowledge that each party may have access to confidential and proprietary information, in any form, whether written or oral, of a business, financial or technical nature, which is (i) marked or otherwise indicated as being, or (ii) is, or ought reasonably to be, known to be confidential (“Confidential Information”). Each receiving party agrees to preserve and protect the confidentiality of the Confidential Information of the disclosing party, and the receiving party will use Confidential Information of the disclosing party solely in connection with the performance of this Agreement. The receiving party agrees not to disclose the Confidential Information of the disclosing party without the prior written consent of the other party; provided, however, that the receiving party may disclose to any other party information which: (i) is or becomes publicly known through no fault of the receiving party; (ii) is discovered or developed independently of any involvement with the disclosing party; (iii) is learned through legitimate means other than from the disclosing party; or (iv) was known to the recipient before receipt from the disclosing party.
3.2 Client shall not circumvent Vin Social’s business in any way, including, but not limited to, soliciting direct relationships with Vin Social’s partners, vendors and/or contractors.
4. MODIFICATIONS
4.1 These Terms may be modified from time to time, and shall be indicated by the “Date Updated” above (the “Modifications”). Continued use of the Services past the Modifications constitutes acceptance of the Modifications.
4.2 If you do not agree with any such Modification, you may provide prompt notice in writing to [email protected]. Should the parties be unable to reach a mutually acceptable compromise, you may terminate this Agreement on the effective date of the Modifications and shall be refunded your fees, less the pro rata cost of Services rendered by Vin Social and any costs incurred by Vin Social on your behalf.
5. WARRANTIES; LIMITATION OF LIABILITY
5.1 Each party represents and warrants to the other party that it has the power and authority to enter into the Agreement. Client warrants that it shall perform the responsibilities enumerated in the SOW by the date(s) set forth therein, and that Vin Social’s obligation to perform its responsibilities in the SOW are contingent thereon. Vin Social warrants that it will provide the Services in a manner consistent with generally accepted industry standards.
5.2 Other than the warranties in Section 5.1, Vin Social gives no warranties in respect of any aspect of the Services or any materials related thereto and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The Services are provided on an “as-is” basis. The views, opinions, and positions expressed by the speakers, attendees, or sponsors as part of the Services are theirs alone and do not necessarily reflect the views, opinions, or positions of Vin Social or any employee thereof. Vin Social makes no representations as to accuracy, completeness, timeliness, suitability, or validity of any information presented by speakers, attendees, or sponsors of the Services and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use. Vin Social does not endorse, and expressly disclaims all liability relating to, any of the products or services provided by speakers, attendees, or sponsors.
5.3 Neither party shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Services or other aspect related thereto or in connection with this Agreement. The maximum aggregate liability of either party for any claim in any way connected with, or arising from, the Services or this Agreement, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by Client to Vin Social under the SOW.
5.4 YOU ALSO HEREBY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, IF APPLICABLE, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS FOR WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM AT SUCH TIME, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
6. FORCE MAJEURE; CLIENT RESCHEDULING
6.1 Vin Social’s obligations hereunder are subject to interruption by Vin Social’s, the platform’s, or any third party’s (i.e. sommeliers, vendors etc.) detention and could be prevented by sickness, accident, acts of God, riots, strikes, labor difficulties, epidemics, or any act or order of any public authority or any other cause, similar or dissimilar, that is beyond Vin Social’s control. In any such event, it is understood and agreed that Vin Social shall be relieved of Vin Social’s obligations hereunder, and Client shall have no claims of any kind or nature against Vin Social relating to such obligations, provided Vin Social notifies Client in writing of any such force majeure event and takes reasonable steps to mitigate any loss or harm to Client. In the event that any third party, to which Vin Social is contractually obligated on Client’s behalf, is ready, willing and, but for a force majeure circumstance at the platform, able to perform, Client shall remain liable to Vin Social for the cost of such third party’s services as if they had in fact performed; provided, that Vin Social will use its best efforts to negotiate a financial settlement with the affected third party, and Vin Social will refund to Client any reductions that Vin Social is able to, in fact, negotiate.
6.2 In the event that Client desires to reschedule the Services (for any reason other than Vin Social’s sole material breach or a Force Majeure event, as described above) for a date other than that specified herein, such rescheduling shall be treated as a cancellation and rebooking of the Services. Accordingly, in such circumstances: (i) Client shall remain liable to Vin Social for the full amount agreed upon in the SOW, as well as for the costs of any approved third party (vendors or entertainment) with which Vin Social contracted on Client’s behalf; (ii) Vin Social shall put forth best efforts to a reschedule the Services with the initially contracted vendors (or, to the extent necessary, replacement vendors); and (iii) Client shall be responsible for all additional costs incurred due to the rescheduling (including, but not limited to, additional monies required by any applicable vendors to provide their services for the new date).
7. BREACH OR CANCELLATION
Each one of the conditions of this Agreement and/or the SOW is of the essence of this Agreement, the fulfillment of which is required. In the event that Client (i) cancels the Services, or (ii) does not perform fully its material obligations hereunder, Vin Social shall have the option to perform or refuse to perform hereunder and in either event Client shall be liable to Vin Social for (i) Vin Social’s fees in the SOW, including but not limited to, Vin Social’s production fee; and (ii) all Services related expenses incurred by Vin Social (inclusive of all out of pocket expenses and all payments made and/or contractually owed by Vin Social to all approved third parties).
Should an event attendee receive a damaged wine box, Vin Social will send replacement product with expedited shipping at Vin Social’s expense; provided, however, that Vin Social cannot guarantee receipt by the event date.