VinX Network Ltd. (“the Company”, or “us”, “our”, “we”) provides a platform (under the trade name : Vinsent) which allows users to purchase wine directly from Sellers at an early stage through its internet website located at [www.Vinsent.wine] or via its app (the “Site”). These Terms of Service (“Terms”) govern your access and use of the Site. “Seller” means any entity that sells wine through the Site “Customer” or “you” means a customer who uses the Site to purchase wine.
Use of Site
Use of and access to the Site is void where prohibited by law. By using the Site, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older, and are also above the legal age of purchasing alcohol in your jurisdiction, and (d) your use of the Site does not violate any applicable law or regulation or any obligation.
You may register to use the Company by creating an account and providing all information as requested, or by connecting through a third party account (such as, for example, Facebook or Google). You represent and warrant that all information provided in the creation of an account is correct and accurate. Creation of an account is subject to the prior written consent of the Company, and the Company may refuse to open an account for any individual or entity in its sole discretion. the Company reserves the right to refuse to open an account if not all appropriate information is provided. By registering through a third party account you represent and warrant that such account is yours and you have all right to provide us with the information in such account according to the terms and conditions applicable to such social network. We may terminate your use of the Site if you let someone use your account inappropriately, or if you or anyone using your account violates these Terms. If your account is terminated, you may not rejoin the Company again without our express permission. You agree to immediately notify us of any unauthorized use of your account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. the Company will not be liable for any losses or damage arising from unauthorized use of the Site, and you agree to indemnify and hold the Company harmless for any improper or illegal use of the Site, and any charges and taxes incurred, unless you have notified us via e-mail at [[email protected]] that your account have been compromised. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Site.
Termination of Account
You agree that the Company may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Site any User Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users, third parties, or the business interests of the Company.
If the Company believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Site. You may request termination of your the Company account at any time and for any reason by sending an email to [[email protected]]. Any suspension, termination, or cancellation shall not affect your obligations to the Company and its licensors under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.
You may only use the Site to make legitimate purchases or to negotiate prices of wine in good faith, and you shall not use the Site to negotiate in bad faith or to make any speculative, false or fraudulent offers to purchase any wine. We reserve the right to terminate without notice the account of any user we have reason to believe may be using the Site either fraudulently, in bad faith or in violation of these Terms. We reserve the right to cancel any transaction that we have reason to believe to have been fraudulently made, including by unauthorized use of a credit card, debit card, or other payment method. If you reach an agreement to buy any wine from any Seller, you must purchase the wine in accordance with the terms agreed upon. Any violation of these requirements may result in the immediate termination of your account. In addition, the Company will not hesitate to take additional legal action where appropriate.
The Company cannot and does not take any responsibility or liability in respect of the actions, errors or omissions of any users. YOUR INTERACTION WITH ANY OTHER USER OR ANY SELLER AND/OR PURCHASE OR USE OF THE OFFERED WINE, IS AT YOUR OWN RISK AND the Company ACCEPTS NO RISK IN RESPECT THEREOF.
The Company provides a platform to assist users in negotiating and purchasing items from third party Sellers. the Company shall have no responsibility for the actions of any Seller, the goods, services, advice, data and information provided by any Seller, or the content of any internet website of any Seller. If you have any complaints regarding any of the foregoing, please be in touch directly with the applicable Seller. In addition, the Company has no responsibility for any messages sent to you by a Seller through the Site,
including whether such messages comply with applicable law. If a Seller fails to provide the wine after it has been released to the market the Company will return the funds originally paid.
Payment and Service Fees
Users may make payment to Sellers through the Site.
Sales of Wine and Title to Wine
the Company does not maintain any licenses for the sale of alcoholic beverages. All purchases of wines facilitated by the Company are between you and the Seller. Title to and ownership of alcoholic beverages passes from Seller to you in the Seller’s jurisdiction as described on your receipt, and you take all responsibility for the product being transported from the Seller’s jurisdiction to your selected destination. You will be responsible for any applicable taxes assessed based on the jurisdiction of sale of the Wines, as well as any duties and excise taxes imposed by customs in the country into which the Wines are imported. For specifically described jurisdiction, the Company will be handle payment of the above.
The Company makes no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any country, state or jurisdiction. You warrant that you are solely responsible for the transport of the purchased products and for determining the legality and the tax/duty consequences of bringing the products to your chosen destination.
By arranging for transportation of the Wines, the Company is providing a service to, and acting as, your agent. By utilizing this service from the Company you are representing that you are acting in compliance with your local, state and jurisdiction laws regarding the purchase, transportation and delivery of alcoholic beverages. You further represent that you are legally entitled to take quantities ordered and that you and the person accepting delivery of the alcoholic beverage products are of legal age to purchase alcoholic beverages in your jurisdiction.
Returns and Refunds
the Company does not sell goods or services, but only provides a medium for communication between business and their customers, while also assisting in areas such as marketing. Notwithstanding the above, if you change your mind about your purchase within 24 hours, the Company will cancel your order.
Please note that it is the sole responsibility of the Seller to provide you with any purchased wine. If a Seller does not provide wine as agreed, then your sole claim shall be against the Seller, and you shall not direct or have any claims against the Company. The Company shall return the funds originally paid.
The Company and its licensors own the Site, including all worldwide intellectual property rights in the Site, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Site or any User Content (as defined below) appearing in the Site. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of the
Company or any third party.
You may not or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Site; (b) circumvent, disable, or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any User Content; (c) use any robot, spider, site search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site; (d) harvest, collect or mine information about users of the Site; or (e) use or access another user’s account or password.
User Communications, Reviews and Ratings
The Company allows you communicate with other users, including Sellers, through the Site. In addition, the Company may allow you to post reviews and ratings of Sellers and wines. We refer to all of the foregoing as “User Content”.
The Company has no obligation to accept, display, review or maintain any User Content. Moreover, the Company reserves the right to edit, delete, distort or move user Content from the Site without notice for any reason at any time. Any posted or submitted User Content shall not be considered confidential and may be disseminated by the Company without any compensation to you. User Content that you submit or post may be available to the public, and you should have no expectation of privacy in the same. the Company DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED BY ANY USER AND the Company EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT.
You are fully and solely responsible for any User Content you submit or post. You agree that you will not act in any way or transmit or post any User Content that: (a) restricts or inhibits use of the Site; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause the Company to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage the Company or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
The Company may choose at its sole discretion to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that the Company reserves the right to treat User Content as content stored at the direction of users for which the Company will not exercise editorial control except when violations are directly brought to the Company’s attention.
By submitting or posting any User Content, you grant the Company and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, and publicly perform such User Content on, through or in connection with the Site (including to post such User Content to any social media Internet sites or services) in any media formats and through any media channels, including without limitation, for commercially promoting the Site or any of our services.
the Company respects the intellectual property rights of others and expects its users to do the same. the Company will remove all infringing User Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.
Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond expeditiously to copyright owners who believe material appearing on the Site infringes their rights. If you believe that something appearing on the Site infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. It is the Company policy to the account of repeat infringers in appropriate circumstances, taking all facts and circumstances into account. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: [[email protected]].
Disclaimers & Disclaimer of Warranty
Your use of the Site and/or User Content is at your sole discretion and risk. The Site and/or User Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from the Company. the Company EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE Site AND/OR USER CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, SELLERABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. the Company DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Site AND/OR USER CONTENT; OR (II) THAT THE Site WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE Site.
Content on the Site originates from a variety of sources, including users’ descriptions or images of the wine offered for sale and user feedback. User Content on the Site may contain, without limitation, locations of various users. the Company attempts to be as accurate as possible. HOWEVER, the Company DOES NOT WARRANT THAT ANY ESTIMATION OR DESCRIPTION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. the Company IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE USER CONTENT POSTED ON THE SITE. the Company CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR ANY RELIANCE BY YOU ON SUCH INFORMATION. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the User Content information at any time without prior notice (including after you users have submitted requests).
You understand that the Company is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any User Content available on the Site. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against the Company with respect to thereto. It is also possible for others to obtain personal information about you due to your use of the Site, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use your information (such as your contact details, location or description of wine that are made available) for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Site or through any User Content. By making any information (including contact details, location or description of wine) available through the Site you acknowledge that you understand and have agreed to such risks. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SITE OR OTHERWISE.
No advice or information, whether oral or written, obtained by you from the Company, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
Limitation of Liability
IN NO EVENT SHALL the Company OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE Site OR CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE Site, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT the Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL the Company'S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO the Company FOR USE OF THE Site. IF YOU HAVE NOT MADE ANY PAYMENTS TO the Company FOR THE USE OF THE Site, THEN the Company SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
In addition to the foregoing, the Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. the Company is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to users or to any person's mobile device or computer related to or resulting from participation or downloading materials in connection with the Site. UNDER NO CIRCUMSTANCES SHALL the Company BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, FROM ANY USER CONTENT POSTED ON OR THROUGH THE SITE, OR FROM THE CONDUCT OF ANY USERS OF THE SITE, WHETHER ONLINE OR OFFLINE, OR IN CONNECTION WITH ANY BUYING OR SELLING.
You agree to indemnify, defend, and hold harmless the Company and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site, including, without limitation, provision of services in connection with the Site shall be in compliance with all applicable laws, regulations and guidelines.
These Terms shall be governed by the law of the State of Israel exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any cause of action against the Company must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this agreement creates any agency, employment, joint venture, or partnership relationship between you and the Company or authorizes you to act on behalf of the Company. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between the Company and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking site that you provided upon registration.
You and the Company agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail.
Except as otherwise set forth herein, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and the Company will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in New York, New York, unless the parties agree to video, phone and/or internet connection appearances.
You and the Company agree that any arbitration shall be limited to the Claim between the Company and you individually. YOU AND the Company AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
Exceptions to Arbitration
You and the Company agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If the Company initiates arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and the Company agree that if any of the arbitration provisions are found illegal or unenforceable (except any portion under the "Exceptions to Arbitration" section), only those provisions that are found illegal or unenforceable shall be severed and the remainder of the provision shall be given full force and effect. If the provisions under the "Exceptions to Arbitration" section are found to be illegal or unenforceable then neither you nor the Company will elect to arbitrate any Claim falling within those provisions found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within New York County, New York, and you and the Company agree to submit to the personal jurisdiction of that court.
Last updated: March 2019