Terms of Service

This Terms of Use Agreement (“Agreement”), between you (the “Licensee”) and Lyons Enterprises, LLC ( the “Licensor”) (together, the “Parties”), governs Licensee’s rights, responsibilities, and duties as a user of Wine Direct ManagerTM. This Agreement governs and dictates all terms and conditions regarding Licensee’s use of Wine Direct Manger and of any of the software subscription service offerings or other services Licensor offers on the Site, including any off-line or third party components, data, lists, reports, dashboards, templates or services. If Licensee does not agree to the Agreement’s terms and conditions, Licensee agrees to waive all rights to continue using the Services or the Site. By using the site, Licensee agrees that Licensee has reviewed the terms included herein and accepts same without reservation all of the terms of the Agreement.

If Licensee enters this agreement on behalf of a company or other legal entity, Licensee represents that Licensee has the authority to bind such entity and its affiliates to the Agreement, in which case the terms “you”, “your”, or Licensee shall refer to such entity and its affiliates. If Licensee lacks such authority, or does not agree with any of the Agreements’ terms or conditions, Licensee must not accept this agreement and may not use the services.

Licensee may not access the Services if Licensee is one of Licensor’s direct competitors, unless Licensee first obtains Licensor’s prior written consent. No one may access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes without Licensor’s prior written consent.

Licensor may modify this Agreement at any time without notice to Licensee by posting a revised Agreement on the Site. The Agreement will continue in force between the Parties for as long as Licensee continues to use the Site, including any modifications that Licensor makes. Licensee is responsible for regularly reviewing this Agreement.

The parties hereto agree:

  1. LICENSE. Licensor hereby grants Licensee a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees (“License Term”), solely for Licensee’s own internal business purposes, subject to this Agreement. If Licensee licenses any of Licensor’s subscription-based Services on a “named user” basis, rights of any user licensed to utilize the Service cannot be shared or used by more than one individual. In addition, Licensee may not transfer a named user’s rights from one individual to another unless the original user no longer requires and no longer has access to the Service.
  2. CONTENT OF SITE. The Site includes a combination of content that Licensor creates, that Licensor's partners create, and that Licensor's users create. Licensee may use the Site’s content only for Licensee’s internal business purposes in connection with the Services and/or Licensee’s licensed use of Licensor's products. Except for the foregoing, Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
  3. LICENSEE CONTENT. Licensee is solely responsible for all materials, whether publicly posted or privately transmitted, that Licensee uploads, posts, e-mails, transmits, or otherwise makes available on the Site or through the Service ("Licensee Content"). Licensee has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Licensee Content. Licensor will protect Licensee Content with at least the same protective precautions that Licensor takes to protect its similar proprietary information from unauthorized disclosure. Licensor will not, without Licensee’s prior written consent, disclose any of Licensee Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Licensor to perform its obligations hereunder. Licensor will not be liable for a security breach by a third party, to the extent allowable by law. Licensee warrants that Licensee owns or has sufficient legal right to the intellectual property rights in Licensee Content and that Licensee Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. Licensee hereby grants Licensor, Licensor's affiliates, and Licensor's partners a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable right during the License Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Licensee Content and subsequent versions of Licensee Content for the purposes of (i) displaying Licensee Content on the Site and other related Internet sites for Licensee’s users, (ii) processing Licensee Content in connection with Licensor providing the Services, (iii) distributing Licensee Content, either electronically or via other media, to Licensee’s users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Licensee Content in a remote database or on the Site for access by Licensee’s users. This license will apply to distribution and storage of Licensee Content in any form, medium, or technology now known or later developed. Licensee may be exposed to content that Licensee finds offensive, indecent, or objectionable or that is inaccurate, and Licensee bears all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor's sole discretion, violate this Agreement or that is otherwise objectionable.
  4. TECHNICAL SUPPORT. Licensor will provide an Internet address for submitting support requests, maintained by qualified support specialists, per Licensor’s policies.
  5. INTELLECTUAL PROPERTY. Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Licensee Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information Licensee or any other party provides relating to the Site or the Services. In addition, Licensor's or Licensor’s partners or users’ copyrights or trademarks protect all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animations.
  6. THIRD PARTIES. The Site may contain links to other third party Internet sites that Licensor does not own or control. Licensee’s use of each of those sites is subject to the terms and/or conditions, if any, that each of those sites have posted. Licensor has no control over such sites, and Licensor is not responsible for any use of such sites or content on them. Licensor's inclusion on the Site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site. Some content may come from government sources, may be in the public domain, and may not be copyrightable.
  7. FEES. Licensee agrees to pay the fees on the terms stated in this Agreement, as well as all applicable taxes relating to the Services. An Annual Fee of $215.00 per account will be billed to Licensee’s credit card on file, beginning at the time of registration. A Monthly Fee of $19.95 per account will be billed automatically to the credit card on file on a monthly basis. Licensor may charge, at its discretion, a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less on any past due amount which Licensee owes to Licensor.
  8. CANCELLATION POLICY. The Services will be automatically renewed upon the expiration of the then current License Term, unless Licensee gives Licensor written notice thirty (30) days prior to the end of the then current License Term, of Licensee’s intention to terminate the Services. Fees at the time of automatic renewals will be at the then-current Services rates. Licensee will not receive a refund for any cancellation, but will have access to any Services for which Licensee paid. Licensee may terminate any fee-based Services or reduce the number of users effective only upon the expiration of the then current term by notifying Licensor in accordance with this Agreement.
  9. MAXIMUM STORAGE. Licensor will provide Licensee a maximum disk storage of 5 gigabytes per Company ID at no additional charge . If Licensee requires or requests an amount of disk storage greater than 5 gigabytes, Licensor will charge Licensee then-current storage fees. Licensor will use reasonable efforts to notify Licensee when the storage per Company ID reaches approximately 90% of the maximum; however, Licensor’s failure to so notify Licensee will not affect Licensee’s responsibility for such additional storage charges. Licensor reserves the right to establish or modify its general practices and limits relating to storage of data and other content.
  10. TERMINATION. Licensor may immediately terminate or suspend Licensee’s use of the Services provided hereunder, or terminate Licensee’s account and this Agreement if Licensee (i) fails to pay any applicable fees when due, or (ii) breaches or otherwise fails to comply with this Agreement and fails to remedy any breach within thirty (30) days of being so notified. Licensor may terminate any free account or Services at any time in its sole discretion without liability to Licensee. Licensor will continue to charge Licensee for the fee-based Services during any period of suspension. Termination will not relieve Licensee from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies. Upon Licensor’s termination of this Agreement or any part thereof in accordance with this Agreement as a result of Licensee’s breach, negligence or default, Licensor will have no obligation to refund to Licensee any fees paid by Licensee. The provisions of this section will not apply to those situations defined by law. Notwithstanding the foregoing, in the event Licensor terminates Licensee’s access to the Services (other than by reason of Licensee’s breach), Licensor will make available to Licensee a file of Licensee’s data within 30 days of termination if Licensee so requests at the time of termination. In the event Licensor (or its successor in interest) permanently ceases to operate the Services, Licensor will refund to Licensee any pre-paid subscription fees for the remaining months where Licensee no longer has access to the Services.
  11. COMMUNICATIONS. Licensee understands and agrees that the Services may include communications such as service announcements and administrative messages from Licensor or Licensor's partners. Licensee may not opt out of receiving these service announcements and administrative messages while using the Site and Services until Licensee sends Licensor a specific written notice pursuant to Section 14.2 requesting the termination of Licensee’s subscription and that Licensor shall eliminate Licensee’s details from the Site and any mailing list. Licensee also understands that Licensor's Services may include advertisements.
  12. LIMITATION OF LIABILITY. To the extent not prohibited by law, in no event shall Licensor be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Licensee’s use or inability to use the Services, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Licensor has been advised of the possibility of such damages.
  13. DISCLAIMER OF WARRANTIES. The Services are provided “as is,” with no warranties whatsoever. Licensor expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
  14. CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents.
  15. ALTERNATIVE DISPUTE RESOLUTION. In the event a dispute shall arise between the parties to this Agreement, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.
  16. ATTORNEY’S FEES. In any action relating to or arising from this Agreement, or involving its application, the party substantially prevailing shall recover from the other party the expenses that the prevailing party incurs in connection with the action, including court costs, costs of suit, and reasonable attorneys’ fees.
  17. SEVERABILITY. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
  18. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the use of Wine Direct ManagerTM and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor.
  19. ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party.