Terms of Service

Welcome to WineMetro! The following are the terms that apply to you and all other people (collectively referred to herein as "Users") who use www.WineMetro.com (referred to herein as the "Site"). Please read these Terms of Use carefully, because by using the Site, Users automatically agree to be bound by these Terms. As a User, if you do not agree to be bound by these Terms of Use, you must exit the Site immediately. Your continued use constitutes your agreement to be bound by these Terms of Use.

WineMetro provides service to Users as defined by the following Terms of Use. WineMetro may update the Terms of Use from time to time without notice. Users have the obligation to review changes in these Terms of Use. Unless otherwise specified, such changes shall be effective when they are posted. In addition, when using particular WineMetro services, Users are expected to follow any posted guidelines or rules.

Privacy

All information gathered from Users by this Site will be governed by WineMetro's Privacy Policy, which is incorporated in these Terms of Service by reference. If there is a conflict between the terms of the WineMetro Privacy Policy and this Agreement, the terms of WineMetro's Privacy Policy prevail over the terms of this Agreement. Please take a minute to read the Privacy Policy so that you understand how we treat personally identifiable information.

Registration

All Users agree to fill out a registration form. In filling it out, Users agree to provide accurate and current information about themselves. Please see the registration section of WineMetro's Privacy Policy for more detail.

Information Provided by Users

Users are responsible for providing accurate, timely and complete information to us in connection with their registration for and use of the Site. WineMetro is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided to us. Users represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use in public areas on the Site (including, without limitation, posting on bulletin boards or chat-collectively referred to herein as "Public Areas"). Users hereby grant WineMetro an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they post in Public Areas.

As set forth in WineMetro's Privacy Policy, any submissions to Public Areas will be public, and WineMetro will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.

Your Access to the Site

Only registered Users are authorized. Access to and use of the Site is restricted to authorized Users only. Unauthorized individuals attempting to access these areas may be subject to prosecution.

Password and Security

When Users register with WineMetro, each gets a password. Users need a password not only to sign on to the Site, but also to access email, calendar, homepage and other applications, and to change preferences (delete, edit or add submitted information, opt in or out of promotions and newsletters, etc.). Each User is responsible for they are keeping his or her password secret. If someone claims to be WineMetro staff asks for any personal account information, including password, check their Profile. If it doesn't say they are WineMetro staff, they are NOT. If someone gains unauthorized access to an account, change your password (Users can change their password on the profile page) and notify WineMetro immediately. WineMetro is not liable for any loss or damage resulting from your failure to comply with these recommendations.

Please see the Security section of WineMetro's Privacy Policy for more detail.

Permitted Use

Users may make a single copy of pages from the Site on their hard drive or in print for their own personal, non-commercial use. No other use of information is authorized. In consideration of this authorization, Users agree that any copy of these materials will retain all copyrights, trademarks and other proprietary notices in the same form and manner as on the original.

User Conduct

Users agree to abide by the WineMetro Member Conduct Code, which is incorporated in these Terms of Use by reference, at all times. Any conduct by Users that violates the WineMetro Member Conduct Code in any way may result in the suspension or termination of their access to the Site, at WineMetro's sole discretion, in addition to any other remedies set forth herein or otherwise applicable in law or equity.

Public Content

All areas of the Site are public and not private communications. WineMetro does not endorse chat, postings, conferences and other communications by Users, and such communications shall not be considered reviewed, screened or approved by WineMetro. Anytime, with the exception of private email, Users upload to, distribute content or publish through WineMetro, they grant WineMetro the right to edit, copy, remove, distribute, create derivative works from and publish such content in any form and medium, whether electronically or in hard copy, and whether alone or as part of a collective work. Users shall retain, however, whatever other rights they have in pre-owned elements of such content.

Users acknowledge that any information they post in publicly accessible areas such as WineMetro Discussions, WineMetro Chat and WineMetro Clubs can be seen and used by anybody. It is Users' responsibility to protect themselves while on WineMetro, as WineMetro is not liable for anything that occurs as a result of voluntary communication of personal information.

Please see the "With whom does WineMetro share information?" section of WineMetro's Privacy Policy for more detail.

Moderation and Termination

WineMetro reserves the right, but is not obligated, to moderate content available through WineMetro. Authorized WineMetro staff can remove content and accounts, without notice, that they feel, in their sole discretion, violate WineMetro's Terms of Use or the rules posted for individual services. WineMetro also reserves the right to remove content, fully access and/or close accounts to: (a) comply with legal process; (b) protect the rights, property or personal safety of WineMetro, our Users or the public; (c) respond to claims that any content violates the rights of third parties.

Users acknowledge and agree that WineMetro may suspend or terminate their access or use of the Site without prior notice if they engage in conduct that WineMetro, in its sole discretion, believes violates any term or provision of these Terms of Use, otherwise violates the rights of WineMetro or third parties or is otherwise inappropriate for continued access and use of the Site. Users further acknowledge and agree that WineMetro may suspend or terminate their access and use of the Site at any time, with or without cause, in WineMetro's absolute discretion and without notice. The relevant version of these Terms of Use shall apply to all prior use of the Site. The following paragraphs of these Terms of Use shall survive termination of a User's use or access to the Site: Paragraphs concerning Indemnification, Disclaimer of Warranties, Limitations of Liability applicable law and dispute resolution and any other provision that by its terms survives termination of a User's use or access to the Site.

Please see the Information Retention Security section of WineMetro's Privacy Policy for more detail.

Links

The Site will contain hyperlinks to Web sites operated by parties other than WineMetro. Such hyperlinks are provided for reference and convenience only. WineMetro does not control such Web sites, and is not responsible for their content. WineMetro does not endorse any of the material on such Web sites, or has any association with their operators.

Users further acknowledge that use of any Web site controlled, owned or operated by third parties is governed by the terms and conditions of use for those Web sites, and not by WineMetro's Terms of Use or Privacy Policy. Links to external Web sites (including external Web sites that are framed by WineMetro) or inclusions of advertisements do not constitute an endorsement by WineMetro of such sites or the content, products, advertising or other materials presented on such sites, but are for User's convenience. Users access them at their own risk.

Listing your URL or company information within the WineMetro directory grants WineMetro permission to send email to your supplied email address. The email you receive from us will generally be notification of updates or changes to our site or services and is intended to be informational, not "nuisance" email. WineMetro displays contact information that you provide to promote your company, business or services. Any information submitted to WineMetro's ADD URL or CHANGE URL submission forms should be considered available to the public.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, "Proprietary Material") that Users see or read on the Site is owned by WineMetro or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. WineMetro owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. With the exception of uses allowed under the section above called "Permitted Uses," Users may not copy, download, use or re-transmit anything from the WineMetro Site without WineMetro's prior express written permission. Furthermore, Users are not allowed to post or distribute any material they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations, and subject Users to civil or criminal penalties.

In addition, the Site contains material protected by the domestic and international laws of copyright, patents or other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of WineMetro and/or the relevant right holder.

Notice of Trademark Rights

The service marks and trademarks WINEMETRO, WINEMETRO.COM THE OFFICIAL WINE SEARCH ENGINE and the WineMetro logo are service marks owned by Syrah Corporation. Any other trademarks, service marks, logos and/or trade names appearing on the Site are the property of their respective owners. Users acknowledge the rights of WineMetro and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner except as expressly allowed by these Terms of Use.

Copyright Complaints

WineMetro respects the intellectual property of others, and asks Users to do the same. In order to protect intellectual property from misuse, we ask Users to help us. If Users believe, in good faith, that any materials on the Site infringe upon Users' copyrights, please provide WineMetro with the following information:

1. An electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright interest; 2. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material that you claim is infringing is located. Include enough information to allow WineMetro to locate the material and explain why you believe an infringement has taken place; 3. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; 4. Your address, telephone number and email address; 5. 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; and 6. A statement by you, made under penalty of perjury, that the information in your Notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.

WineMetro's Copyright Notice of claims of copyright infringement can be reached as follows:

By mail:

WineMetro
c/o Syrah Corporation
848 N. Rainbow Blvd. #1107,
Las Vegas NV, 89107

By email: copyrightagent@winemetro.com

WineMetro will terminate access to the Site of those who engage in repeated acts of infringement.

Indemnification

By agreeing to these Terms of Use, Users agree to indemnify, defend and hold harmless WineMetro, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (collectively referred to herein as "WineMetro and Affiliates") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by WineMetro and Affiliates in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content Users submit, post or transmit through the Site, or (ii) use of the Site in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of any such claims. WineMetro and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any such claim or matter without the written consent of WineMetro. Users further agree to hold harmless WineMetro and Affiliates from any claim arising from a third party's use of information or materials of any kind that they post in a Public Area.

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT THE USE OF THE SITE IS AT USER'S SOLE RISK. NEITHER WINEMETRO NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE INFORMATION. WINEMETRO AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. COMPANY AND AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT INFORMATION PROVIDED BY USERS IS DISCLOSED ONLY TO THOSE SPECIFIED BY USERS. WINEMETRO CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD WINEMETRO ANY AND AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED THROUGH THE SITE. COMPANY AND AFFILIATES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE.

LIMITATION OF LIABILITY

IN NO EVENT WILL WINEMETRO, ITS AFFILIATES, VENDORS, SUPPLIERS OR BUSINESS PARTNERS BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION UNDER THEORY OF CONTRACT, TORTIOUS CONDUCT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE. USERS' SOLE REMEDY FOR DISSATISFACTION WITH WINEMETRO IS TO STOP USING THE SITE. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER THE CIRCUMSTANCES, YOU AGREE THAT WINEMETRO'S AND AFFILIATES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE HIGHER OF $500 OR THE LOWEST PERMITTED UNDER APPLICABLE LAW.

General Provisions

Failure by WineMetro to enforce any provision(s) of these Terms of Use shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms or Use or use of the Site, other than action for specific performance or injunctive relief brought by WineMetro, shall be exclusively brought in the federal, state or local courts located in Nevada, NV; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and WineMetro with respect to the Site, and supersede all prior agreements or understandings, whether written or oral, between Users and WineMetro with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of WineMetro, its successors and assigns.