The Wine Speakeasy

Terms of Use Agreement

Please read these terms of use (“Terms of Use”) carefully. The Wine Speakeasy mobile application (“App”) and the information, services, and resources available or enabled through the App (collectively, the “Services”) are managed by the owners of the App (“The Wine Speakeasy”). These Terms of Use govern your use of The Wine Speakeasy’s services and apply to all users. By accessing or using The Wine Speakeasy’s services, clicking on the “I Accept” button, completing the registration process, or downloading the App, you confirm that: (1) you have read, understand, and agree to comply with these Terms of Use; (2) you are of legal age to form a binding contract with The Wine Speakeasy; and (3) you have the authority to enter into these Terms of Use either personally or on behalf of the entity you represent, and to bind that entity to these Terms of Use. The term “you” refers to the individual or legal entity identified as the user during the registration process. If you do not agree to these Terms of Use, you must not access or use The Wine Speakeasy’s services.

Dispute Resolution

Please note that this document contains provisions on how disputes between you and The Wine Speakeasy will be resolved, including those that arose or were asserted before the effective date of this agreement. This section includes an arbitration agreement that, with limited exceptions, requires disputes between us to be submitted to binding arbitration. Unless you opt out of the arbitration agreement: (1) you may only pursue disputes or claims and seek relief on an individual basis, not as a plaintiff or class member in any class or representative action; and (2) you waive your right to pursue disputes or claims in court and to have a jury trial.

Updates to Terms of Use

• The Wine Speakeasy reserves the right to modify these terms at any time, at its discretion.
• When updates are made, a new version will be available within the app, along with any new supplemental terms related to specific services.
• The “Last Updated” date at the top of the terms will be revised accordingly.
• You may be required to agree to the new terms before continuing to use The Wine Speakeasy services.
• If you do not agree to the changes, you must discontinue using The Wine Speakeasy services. Continued use indicates acceptance of the new terms.
• Regularly check the website for the most current terms.

Use of Services and Properties

• The Wine Speakeasy services and properties are protected under global copyright laws.
• Your right to use these properties is governed by these terms unless specified otherwise in a separate license agreement.

App License

• You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use one copy of the app on a single device that you own or control, for personal or internal business purposes.
• For apps from the Apple App Store, usage is restricted to Apple-branded products following Apple’s terms of service.
• For apps from the Google Play Store, additional rights may apply for shared use within your designated family group.

Updates

• The Wine Speakeasy services are subject to change and may require you to accept updates to continue using them.
• Updates may be automatically installed with or without prior notice.
• You may need to update third-party software periodically to use The Wine Speakeasy services.

Usage Restrictions

• You are not permitted to license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or commercially exploit The Wine Speakeasy properties or any part of them.
• Framing of any trademark, logo, or other proprietary content from The Wine Speakeasy, or using metatags or hidden text with The Wine Speakeasy trademarks is prohibited.
• Modifying, translating, adapting, creating derivative works from, disassembling, decompiling, reverse compiling, or reverse engineering any part of The Wine Speakeasy properties is not allowed, except where permitted by law.
• You may not use automated tools or processes to scrape, access, download, or replicate data from The Wine Speakeasy properties or attempt to obtain the source code.
• Circumventing technological measures that control access to The Wine Speakeasy properties is prohibited.
• No part of The Wine Speakeasy properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form unless expressly permitted.
• Removing or destroying any copyright notices or proprietary markings on The Wine Speakeasy properties is not allowed.
• Any new releases, updates, or additions to The Wine Speakeasy properties are subject to these terms.
• All rights not expressly granted are reserved by The Wine Speakeasy and its partners.
• Unauthorized use of any part of The Wine Speakeasy properties will result in termination of the granted licenses.

Registration

Account Registration

To access The Wine Speakeasy’s services, you are required to become a Registered User. For the purposes of this Agreement, a “Registered User” is an individual who has established an account on the App (“Account”).

Registration Information

By registering an account on the App, you agree to: (a) furnish accurate, current, and complete information about yourself as prompted by the registration form (“Registration Information”); and (b) maintain and promptly update the Registration Information to ensure it remains accurate, current, and complete. You warrant that you are: (i) of legal age to form a binding contract; and (ii) not a person prohibited from using The Wine Speakeasy’s services. You are responsible for all activities conducted through your Account. You must not share your Account or password with any other person and agree to: (1) notify The Wine Speakeasy immediately of any unauthorized use of your password or any other breach of security; and (2) log out from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if The Wine Speakeasy has reasonable grounds to suspect such, The Wine Speakeasy reserves the right to suspend or terminate your Account and refuse any and all current or future use of its services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of any person other than yourself. You further agree that you shall not have more than one Account at any given time. The Wine Speakeasy reserves the right to remove or reclaim any username at any time and for any reason. You agree not to create an Account or use The Wine Speakeasy’s services if you have been previously removed by The Wine Speakeasy or if you have been previously banned from using any of The Wine Speakeasy’s services.

 Account Ownership

You agree and acknowledge that you don’t have any ownership or propriety of your Account, in addition to the fact that is under the ownership and benefit of The Wine Speakeasy

Responsibility for Content

Types of Content

You acknowledge and agree that all content, including that available via The Wine Speakeasy services, is the exclusive responsibility of the originator of such content. This means that you, and not The Wine Speakeasy, are fully responsible for all content that you upload, email, or otherwise make available (“Provide”) through The Wine Speakeasy services (“Your Content”), and that you and other registered users, and not The Wine Speakeasy, are responsible for all content that you and they make available through The Wine Speakeasy services (“User Content”).

3.2 No Obligation to Pre-Screen Content

You acknowledge and agree that The Wine Speakeasy has no obligation to pre-screen content, including but not limited to User Content. However, The Wine Speakeasy reserves the right, in its sole discretion, to pre-screen, refuse, or remove any content. By entering into this Agreement, you hereby irrevocably consent to such monitoring; provided, however, that The Wine Speakeasy’s use of such content will be subject to its privacy policy available at: https://thewinespeakeasy.com/privacy-policy-2/ . In the event that The Wine Speakeasy pre-screens, refuses, or removes any content, you acknowledge and agree that The Wine Speakeasy does so for its benefit, not yours. Without limiting the foregoing, The Wine Speakeasy shall have the right to remove any content that violates this Agreement or is otherwise objectionable, in The Wine Speakeasy’s sole discretion.

3.3 Storage

Unless expressly agreed to by The Wine Speakeasy in writing elsewhere, The Wine Speakeasy is under no obligation to store any of Your Content that you Provide through its services. The Wine Speakeasy assumes no responsibility or liability for the deletion or accuracy of any content, including Your Content; the failure to store, transmit, or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating from or involving the use of The Wine Speakeasy services.

Ownership

The Wine Speakeasy Properties

Except as pertains to Your Content and User Content, you acknowledge and agree that The Wine Speakeasy and its suppliers retain all rights, title, and interest in and to The Wine Speakeasy Properties. You shall not remove, alter, or obscure any copyright, trademark, service mark, trade dress, or other proprietary rights or notices incorporated in or accompanying any of The Wine Speakeasy Properties.

Database

All the entries of the consultation database or the tailored consultations are created by hand by The Wine Speakeasy, retrieved with information shared by The Wine Speakeasy users or may be retrieved by algorithms or AI, before being elaborated and double-checked by The Wine Speakeasy.For this reason are retained as Intellectual Property of The Wine Speakeasy.

Trademarks

The name ‘The Wine Speakeasy’ and associated graphics, logos, and trade names are proprietary to The Wine Speakeasy. Unauthorized use of these elements is prohibited. Other trademarks or logos appearing on our properties belong to their respective owners.

Your Content

The Wine Speakeasy does not claim ownership of the content you provide. By submitting your content through The Wine Speakeasy properties, you grant The Wine Speakeasy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display your content (in whole or in part) for marketing, operating, and providing The Wine Speakeasy properties and other products and services. You agree that The Wine Speakeasy may use, market, distribute, transmit, display, perform, reproduce, modify, create derivative works of, translate, and otherwise exploit your wine reviews, comments, username, photos, images, and other content you provide on The Wine Speakeasy properties, in any manner and medium, either directly or through third parties, without additional compensation. You represent and warrant that you have the necessary rights to grant these licenses to The Wine Speakeasy. Furthermore, you warrant that any holder of intellectual property rights, including moral rights, in your content has waived all such rights and has granted you the right to license those rights to The Wine Speakeasy as described. You also represent and warrant that you will not provide any content featuring or displaying any other person’s name, image, or likeness without obtaining all necessary consents, and that you will notify The Wine Speakeasy immediately if such consents are not obtained. You acknowledge that you, not The Wine Speakeasy, are responsible for all content you make available on or through The Wine Speakeasy properties

Feedback

You represent and warrant that you have all necessary rights to submit Feedback. You hereby grant to The Wine Speakeasy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all Feedback, and to sublicense the foregoing rights in connection with the operation and maintenance of The Wine Speakeasy Properties and/or The Wine Speakeasy’s business

USER CONDUCT AND ACCEPTABLE CONTENT

General Conduct

As a condition for accessing and using The Wine Speakeasy Properties, you agree not to use these properties for any unlawful purpose or any purpose prohibited by this Agreement. You shall not, and shall not permit any third party to:

(a) Undertake any actions or (b) Make Available any Content on or through The Wine Speakeasy Properties that:

(i) Infringes any patent, trademark, service mark, trade dress, trade secret, copyright, right of publicity, or other proprietary rights of any person or entity; (ii) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) Constitutes unauthorized or unsolicited advertising, junk, or bulk email; (iv) Involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without The Wine Speakeasy’s prior written consent; (v) Impersonates any person or entity, including any employee or representative of The Wine Speakeasy; (vi) Interferes with or attempts to interfere with the proper functioning of The Wine Speakeasy Properties or uses The Wine Speakeasy Properties in any manner not expressly permitted by this Agreement; or (vii) Engages or attempts to engage in any harmful activities directed against The Wine Speakeasy Properties, including, but not limited to, violating or attempting to violate any security features of The Wine Speakeasy Properties, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages contained in The Wine Speakeasy Properties, introducing viruses, worms, or similar harmful code into The Wine Speakeasy Properties, or interfering or attempting to interfere with the use of The Wine Speakeasy Properties by any other user, host, or network, including, but not limited to, by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” The Wine Speakeasy Properties.

Conflicts of Interest

The Wine Speakeasy Properties may contain reviews of various wine types and appellations. These reviews are intended to provide users with an unbiased and objective consensus from the The Wine Speakeasy community. Users who represent or are affiliated with any winery or retailer may not post or provide any reviews intended to artificially enhance, diminish, or otherwise alter the reviews of any wine types or appellations, nor may they artificially enhance, diminish, decrease, degrade, or otherwise alter the reviews of any third-party wine types or appellations

Promotional Content

Users may not post or provide links to any promotional content, including blogs, websites, or other publications, without the prior written consent of The Wine Speakeasy.

INVESTIGATIONS

The Wine Speakeasy reserves the right, but is not obligated, to monitor or review The Wine Speakeasy Properties and Content at any time. The Wine Speakeasy shall have the right, in its sole discretion, to remove any of Your Content for any reason, including if such Content violates this Agreement or any applicable law. If The Wine Speakeasy becomes aware of any possible violations by you of any provision of this Agreement, reserves the right to investigate such violations and may immediately terminate your license to use The Wine Speakeasy Properties, or change, alter, or remove Your Content, in whole or in part, without prior notice to you.

INTERACTIONS WITH OTHER USERS

Content Provided by Other Users

The Wine Speakeasy Properties may include User Content furnished by other Registered Users. The Wine Speakeasy disclaims any responsibility for User Content. The Wine Speakeasy is under no obligation to review, monitor, approve, endorse, or make any representations or warranties regarding User Content. Your use of all User Content is at your own risk.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless The Wine Speakeasy, from and against any and all losses, costs, liabilities, causes of action, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Your Content; (b) your use of, or inability to use, any of The Wine Speakeasy Properties; (c) your violation of the Agreement; (d) your infringement of any rights of another party, including any Registered Users; or (e) your breach of any applicable laws, rules, or regulations.

The Wine Speakeasy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to fully cooperate with The Wine Speakeasy in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement, and/or your access to The Wine Speakeasy Properties.

Disclaimer of Warranties and Conditions

As Is. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU USE THE WINE SPEAKEASY PROPERTIES AT YOUR SOLE RISK. THE WINE SPEAKEASY PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. THE WINE SPEAKEASY PARTIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(a) THE WINE SPEAKEASY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT: (1) THE WINE SPEAKEASY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE WINE SPEAKEASY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WINE SPEAKEASY PROPERTIES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT THAT YOU OBTAIN THROUGH THE USE OF THE WINE SPEAKEASY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING BUT NOT LIMITED TO YOUR COMPUTER SYSTEM OR DEVICE, OR ANY LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH CONTENT.

(C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WINE SPEAKEASY OR THROUGH THE WINE SPEAKEASY PROPERTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LIMITATION OF LIABILITY

Disclaimer of Certain Damages. To the maximum extent permitted by applicable law, you acknowledge and agree that in no event shall The Wine Speakeasy Parties be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if The Wine Speakeasy has been advised of the possibility of such damages), arising out of or in connection with the Agreement or your use of, or inability to use, The Wine Speakeasy Properties, including without limitation: (a) the use or inability to use The Wine Speakeasy Properties; (b) unauthorized access to or alteration of your transmissions or data; (c) statements or conduct of any third party on The Wine Speakeasy Properties; or (d) any other matter related to The Wine Speakeasy Properties, whether based on warranty, contract, tort (including negligence), or any other legal theory.

Limitation of Liability. To the extent not prohibited by law, the aggregate liability of The Wine Speakeasy Parties to you for all claims arising out of or related to the Agreement or your use or inability to use The Wine Speakeasy Properties shall be limited to the greater of:(a) $100; or (b) the remedy or penalty imposed by the statute under which such claim arises.

User Content. Except for The Wine Speakeasy’s obligations to protect your personal data as set forth in The Wine Speakeasy’s Privacy Policy, The Wine Speakeasy assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including your content and user content),, or personalization settings.

Exclusion of Damages. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by applicable law.

Basis of the Bargain. You acknowledge and agree that the foregoing limitations of liability are fundamental elements of the basis of the Agreement between you and The Wine Speakeasy.

Procedure for Making Claims of Copyright Infringement. 

The Wine Speakeasy will terminate the account of any user who repeatedly infringes copyright upon prompt notification to The Wine Speakeasy by the copyright owner or the copyright owner’s legal agent. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on The Wine Speakeasy Properties where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) 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 (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for The Wine Speakeasy’s Copyright Agent for notice of claims of copyright infringement is as follows:

Email: thewinespeakeasyhd@gmail.com

Monitoring and Enforcement

The Wine Speakeasy reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason at our sole discretion; (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of The Wine Speakeasy Properties or the public, or could create liability for The Wine Speakeasy; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of The Wine Speakeasy Properties; and/or (e) terminate or suspend your access to all or part of The Wine Speakeasy Properties for any or no reason, including without limitation, any violation of this Agreement.

If The Wine Speakeasy becomes aware of any possible violations by you of the Agreement, The Wine Speakeasy reserves the right to investigate such violations. If, as a result of such investigation, The Wine Speakeasy believes that criminal activity has occurred, The Wine Speakeasy reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Wine Speakeasy is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in The Wine Speakeasy Properties, including Your Content, in The Wine Speakeasy’s possession in connection with your use of The Wine Speakeasy Properties, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce the Agreement; (iii) respond to any claims that Your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of The Wine Speakeasy, its Registered Users, or the public, and all enforcement or other government officials as The Wine Speakeasy in its sole discretion believes to be necessary or appropriate.

Term and Termination

Term. The Agreement starts when accepting the Terms of Use and remains in full force and effect while you use The Wine Speakeasy Properties, unless terminated earlier in accordance with the Agreement.

Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier of: (a) the date you first used The Wine Speakeasy Properties; or (b) the date you accepted the Agreement and will remain in full force and effect while you use any of The Wine Speakeasy Properties, unless earlier terminated in accordance with the Agreement.

Termination of Services by The Wine Speakeasy. If you have materially breached part of the Agreement, or if is required to do so by law, The Wine Speakeasy has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in The Wine Speakeasy’s sole discretion and that The Wine Speakeasy shall not be liable to you or any third party for any termination of your Account.

Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve (without any obligation on the part of The Wine Speakeasy to do so) deletion of Your Content associated therewith from our live databases. The Wine Speakeasy will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

No Subsequent Registration. If your registration(s) with, or ability to access, The Wine Speakeasy Properties or any other The Wine Speakeasy community, is discontinued by The Wine Speakeasy due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access. In the event that you violate the immediately preceding sentence, The Wine Speakeasy reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

International Users

The Wine Speakeasy Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. Those who access or use The Wine Speakeasy Properties do so at their own volition and are responsible for compliance with local laws.

App Stores

You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that this Agreement is between you and The Wine Speakeasy and not with the App Store. The Wine Speakeasy, not the App Store, is solely responsible for The Wine Speakeasy Properties, including the App, the content thereof, maintenance, support services, warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). To use the App, you must have access to a wireless or cellular network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with The Wine Speakeasy Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any The Wine Speakeasy Property, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce its terms.

General Provisions

Electronic Communications. The communications between you and The Wine Speakeasy may occur via electronic means, whether you visit The Wine Speakeasy Properties or send The Wine Speakeasy e-mails, or communicate with you via e-mail.

Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without The Wine Speakeasy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to The Wine Speakeasy Properties, please contact us via mail (thewinespeakeasyhd@gmail.com ). We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Notice. Where The Wine Speakeasy requires that you provide an e-mail address, you are responsible for providing The Wine Speakeasy with your most current e-mail address. In the event that the last e-mail address you provided to The Wine Speakeasy is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, The Wine Speakeasy’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

Severability. If any portion of these Terms of Use are held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Entire Agreement. These Terms of Use constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Terms of Use Agreement

Please read these terms of use (“Terms of Use”) carefully. The Wine Speakeasy mobile application (“App”) and the information, services, and resources available or enabled through the App (collectively, the “Services”) are managed by the owners of the App (“The Wine Speakeasy”). These Terms of Use govern your use of The Wine Speakeasy’s services and apply to all users. By accessing or using The Wine Speakeasy’s services, clicking on the “I Accept” button, completing the registration process, or downloading the App, you confirm that: (1) you have read, understand, and agree to comply with these Terms of Use; (2) you are of legal age to form a binding contract with The Wine Speakeasy; and (3) you have the authority to enter into these Terms of Use either personally or on behalf of the entity you represent, and to bind that entity to these Terms of Use. The term “you” refers to the individual or legal entity identified as the user during the registration process. If you do not agree to these Terms of Use, you must not access or use The Wine Speakeasy’s services.

Dispute Resolution

Please note that this document contains provisions on how disputes between you and The Wine Speakeasy will be resolved, including those that arose or were asserted before the effective date of this agreement. This section includes an arbitration agreement that, with limited exceptions, requires disputes between us to be submitted to binding arbitration. Unless you opt out of the arbitration agreement: (1) you may only pursue disputes or claims and seek relief on an individual basis, not as a plaintiff or class member in any class or representative action; and (2) you waive your right to pursue disputes or claims in court and to have a jury trial.

Updates to Terms of Use

• The Wine Speakeasy reserves the right to modify these terms at any time, at its discretion.
• When updates are made, a new version will be available within the app, along with any new supplemental terms related to specific services.
• The “Last Updated” date at the top of the terms will be revised accordingly.
• You may be required to agree to the new terms before continuing to use The Wine Speakeasy services.
• If you do not agree to the changes, you must discontinue using The Wine Speakeasy services. Continued use indicates acceptance of the new terms.
• Regularly check the website for the most current terms.

Use of Services and Properties

• The Wine Speakeasy services and properties are protected under global copyright laws.
• Your right to use these properties is governed by these terms unless specified otherwise in a separate license agreement.

App License

• You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use one copy of the app on a single device that you own or control, for personal or internal business purposes.
• For apps from the Apple App Store, usage is restricted to Apple-branded products following Apple’s terms of service.
• For apps from the Google Play Store, additional rights may apply for shared use within your designated family group.

Updates

• The Wine Speakeasy services are subject to change and may require you to accept updates to continue using them.
• Updates may be automatically installed with or without prior notice.
• You may need to update third-party software periodically to use The Wine Speakeasy services.

Usage Restrictions

• You are not permitted to license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or commercially exploit The Wine Speakeasy properties or any part of them.
• Framing of any trademark, logo, or other proprietary content from The Wine Speakeasy, or using metatags or hidden text with The Wine Speakeasy trademarks is prohibited.
• Modifying, translating, adapting, creating derivative works from, disassembling, decompiling, reverse compiling, or reverse engineering any part of The Wine Speakeasy properties is not allowed, except where permitted by law.
• You may not use automated tools or processes to scrape, access, download, or replicate data from The Wine Speakeasy properties or attempt to obtain the source code.
• Circumventing technological measures that control access to The Wine Speakeasy properties is prohibited.
• No part of The Wine Speakeasy properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form unless expressly permitted.
• Removing or destroying any copyright notices or proprietary markings on The Wine Speakeasy properties is not allowed.
• Any new releases, updates, or additions to The Wine Speakeasy properties are subject to these terms.
• All rights not expressly granted are reserved by The Wine Speakeasy and its partners.
• Unauthorized use of any part of The Wine Speakeasy properties will result in termination of the granted licenses.

Registration

Account Registration

To access The Wine Speakeasy’s services, you are required to become a Registered User. For the purposes of this Agreement, a “Registered User” is an individual who has established an account on the App (“Account”).

Registration Information

By registering an account on the App, you agree to: (a) furnish accurate, current, and complete information about yourself as prompted by the registration form (“Registration Information”); and (b) maintain and promptly update the Registration Information to ensure it remains accurate, current, and complete. You warrant that you are: (i) of legal age to form a binding contract; and (ii) not a person prohibited from using The Wine Speakeasy’s services. You are responsible for all activities conducted through your Account. You must not share your Account or password with any other person and agree to: (1) notify The Wine Speakeasy immediately of any unauthorized use of your password or any other breach of security; and (2) log out from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if The Wine Speakeasy has reasonable grounds to suspect such, The Wine Speakeasy reserves the right to suspend or terminate your Account and refuse any and all current or future use of its services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of any person other than yourself. You further agree that you shall not have more than one Account at any given time. The Wine Speakeasy reserves the right to remove or reclaim any username at any time and for any reason. You agree not to create an Account or use The Wine Speakeasy’s services if you have been previously removed by The Wine Speakeasy or if you have been previously banned from using any of The Wine Speakeasy’s services.

 Account Ownership

You agree and acknowledge that you don’t have any ownership or propriety of your Account, in addition to the fact that is under the ownership and benefit of The Wine Speakeasy

Responsibility for Content

Types of Content

You acknowledge and agree that all content, including that available via The Wine Speakeasy services, is the exclusive responsibility of the originator of such content. This means that you, and not The Wine Speakeasy, are fully responsible for all content that you upload, email, or otherwise make available (“Provide”) through The Wine Speakeasy services (“Your Content”), and that you and other registered users, and not The Wine Speakeasy, are responsible for all content that you and they make available through The Wine Speakeasy services (“User Content”).

3.2 No Obligation to Pre-Screen Content

You acknowledge and agree that The Wine Speakeasy has no obligation to pre-screen content, including but not limited to User Content. However, The Wine Speakeasy reserves the right, in its sole discretion, to pre-screen, refuse, or remove any content. By entering into this Agreement, you hereby irrevocably consent to such monitoring; provided, however, that The Wine Speakeasy’s use of such content will be subject to its privacy policy available at: https://thewinespeakeasy.com/privacy-policy-2/ . In the event that The Wine Speakeasy pre-screens, refuses, or removes any content, you acknowledge and agree that The Wine Speakeasy does so for its benefit, not yours. Without limiting the foregoing, The Wine Speakeasy shall have the right to remove any content that violates this Agreement or is otherwise objectionable, in The Wine Speakeasy’s sole discretion.

3.3 Storage

Unless expressly agreed to by The Wine Speakeasy in writing elsewhere, The Wine Speakeasy is under no obligation to store any of Your Content that you Provide through its services. The Wine Speakeasy assumes no responsibility or liability for the deletion or accuracy of any content, including Your Content; the failure to store, transmit, or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating from or involving the use of The Wine Speakeasy services.

Ownership

The Wine Speakeasy Properties

Except as pertains to Your Content and User Content, you acknowledge and agree that The Wine Speakeasy and its suppliers retain all rights, title, and interest in and to The Wine Speakeasy Properties. You shall not remove, alter, or obscure any copyright, trademark, service mark, trade dress, or other proprietary rights or notices incorporated in or accompanying any of The Wine Speakeasy Properties.

Database

All the entries of the consultation database or the tailored consultations are created by hand by The Wine Speakeasy, retrieved with information shared by The Wine Speakeasy users or may be retrieved by algorithms or AI, before being elaborated and double-checked by The Wine Speakeasy.For this reason are retained as Intellectual Property of The Wine Speakeasy.

Trademarks

The name ‘The Wine Speakeasy’ and associated graphics, logos, and trade names are proprietary to The Wine Speakeasy. Unauthorized use of these elements is prohibited. Other trademarks or logos appearing on our properties belong to their respective owners.

Your Content

The Wine Speakeasy does not claim ownership of the content you provide. By submitting your content through The Wine Speakeasy properties, you grant The Wine Speakeasy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display your content (in whole or in part) for marketing, operating, and providing The Wine Speakeasy properties and other products and services. You agree that The Wine Speakeasy may use, market, distribute, transmit, display, perform, reproduce, modify, create derivative works of, translate, and otherwise exploit your wine reviews, comments, username, photos, images, and other content you provide on The Wine Speakeasy properties, in any manner and medium, either directly or through third parties, without additional compensation. You represent and warrant that you have the necessary rights to grant these licenses to The Wine Speakeasy. Furthermore, you warrant that any holder of intellectual property rights, including moral rights, in your content has waived all such rights and has granted you the right to license those rights to The Wine Speakeasy as described. You also represent and warrant that you will not provide any content featuring or displaying any other person’s name, image, or likeness without obtaining all necessary consents, and that you will notify The Wine Speakeasy immediately if such consents are not obtained. You acknowledge that you, not The Wine Speakeasy, are responsible for all content you make available on or through The Wine Speakeasy properties

Feedback

You represent and warrant that you have all necessary rights to submit Feedback. You hereby grant to The Wine Speakeasy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all Feedback, and to sublicense the foregoing rights in connection with the operation and maintenance of The Wine Speakeasy Properties and/or The Wine Speakeasy’s business

USER CONDUCT AND ACCEPTABLE CONTENT

General Conduct

As a condition for accessing and using The Wine Speakeasy Properties, you agree not to use these properties for any unlawful purpose or any purpose prohibited by this Agreement. You shall not, and shall not permit any third party to:

(a) Undertake any actions or (b) Make Available any Content on or through The Wine Speakeasy Properties that:

(i) Infringes any patent, trademark, service mark, trade dress, trade secret, copyright, right of publicity, or other proprietary rights of any person or entity; (ii) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) Constitutes unauthorized or unsolicited advertising, junk, or bulk email; (iv) Involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without The Wine Speakeasy’s prior written consent; (v) Impersonates any person or entity, including any employee or representative of The Wine Speakeasy; (vi) Interferes with or attempts to interfere with the proper functioning of The Wine Speakeasy Properties or uses The Wine Speakeasy Properties in any manner not expressly permitted by this Agreement; or (vii) Engages or attempts to engage in any harmful activities directed against The Wine Speakeasy Properties, including, but not limited to, violating or attempting to violate any security features of The Wine Speakeasy Properties, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages contained in The Wine Speakeasy Properties, introducing viruses, worms, or similar harmful code into The Wine Speakeasy Properties, or interfering or attempting to interfere with the use of The Wine Speakeasy Properties by any other user, host, or network, including, but not limited to, by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” The Wine Speakeasy Properties.

Conflicts of Interest

The Wine Speakeasy Properties may contain reviews of various wine types and appellations. These reviews are intended to provide users with an unbiased and objective consensus from the The Wine Speakeasy community. Users who represent or are affiliated with any winery or retailer may not post or provide any reviews intended to artificially enhance, diminish, or otherwise alter the reviews of any wine types or appellations, nor may they artificially enhance, diminish, decrease, degrade, or otherwise alter the reviews of any third-party wine types or appellations

Promotional Content

Users may not post or provide links to any promotional content, including blogs, websites, or other publications, without the prior written consent of The Wine Speakeasy.

INVESTIGATIONS

The Wine Speakeasy reserves the right, but is not obligated, to monitor or review The Wine Speakeasy Properties and Content at any time. The Wine Speakeasy shall have the right, in its sole discretion, to remove any of Your Content for any reason, including if such Content violates this Agreement or any applicable law. If The Wine Speakeasy becomes aware of any possible violations by you of any provision of this Agreement, reserves the right to investigate such violations and may immediately terminate your license to use The Wine Speakeasy Properties, or change, alter, or remove Your Content, in whole or in part, without prior notice to you.

INTERACTIONS WITH OTHER USERS

Content Provided by Other Users

The Wine Speakeasy Properties may include User Content furnished by other Registered Users. The Wine Speakeasy disclaims any responsibility for User Content. The Wine Speakeasy is under no obligation to review, monitor, approve, endorse, or make any representations or warranties regarding User Content. Your use of all User Content is at your own risk.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless The Wine Speakeasy, from and against any and all losses, costs, liabilities, causes of action, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Your Content; (b) your use of, or inability to use, any of The Wine Speakeasy Properties; (c) your violation of the Agreement; (d) your infringement of any rights of another party, including any Registered Users; or (e) your breach of any applicable laws, rules, or regulations.

The Wine Speakeasy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to fully cooperate with The Wine Speakeasy in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement, and/or your access to The Wine Speakeasy Properties.

Disclaimer of Warranties and Conditions

As Is. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU USE THE WINE SPEAKEASY PROPERTIES AT YOUR SOLE RISK. THE WINE SPEAKEASY PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. THE WINE SPEAKEASY PARTIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(a) THE WINE SPEAKEASY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT: (1) THE WINE SPEAKEASY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE WINE SPEAKEASY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WINE SPEAKEASY PROPERTIES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT THAT YOU OBTAIN THROUGH THE USE OF THE WINE SPEAKEASY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING BUT NOT LIMITED TO YOUR COMPUTER SYSTEM OR DEVICE, OR ANY LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH CONTENT.

(C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WINE SPEAKEASY OR THROUGH THE WINE SPEAKEASY PROPERTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LIMITATION OF LIABILITY

Disclaimer of Certain Damages. To the maximum extent permitted by applicable law, you acknowledge and agree that in no event shall The Wine Speakeasy Parties be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if The Wine Speakeasy has been advised of the possibility of such damages), arising out of or in connection with the Agreement or your use of, or inability to use, The Wine Speakeasy Properties, including without limitation: (a) the use or inability to use The Wine Speakeasy Properties; (b) unauthorized access to or alteration of your transmissions or data; (c) statements or conduct of any third party on The Wine Speakeasy Properties; or (d) any other matter related to The Wine Speakeasy Properties, whether based on warranty, contract, tort (including negligence), or any other legal theory.

Limitation of Liability. To the extent not prohibited by law, the aggregate liability of The Wine Speakeasy Parties to you for all claims arising out of or related to the Agreement or your use or inability to use The Wine Speakeasy Properties shall be limited to the greater of:(a) $100; or (b) the remedy or penalty imposed by the statute under which such claim arises.

User Content. Except for The Wine Speakeasy’s obligations to protect your personal data as set forth in The Wine Speakeasy’s Privacy Policy, The Wine Speakeasy assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including your content and user content),, or personalization settings.

Exclusion of Damages. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by applicable law.

Basis of the Bargain. You acknowledge and agree that the foregoing limitations of liability are fundamental elements of the basis of the Agreement between you and The Wine Speakeasy.

Procedure for Making Claims of Copyright Infringement. 

The Wine Speakeasy will terminate the account of any user who repeatedly infringes copyright upon prompt notification to The Wine Speakeasy by the copyright owner or the copyright owner’s legal agent. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on The Wine Speakeasy Properties where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) 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 (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for The Wine Speakeasy’s Copyright Agent for notice of claims of copyright infringement is as follows:

Email: thewinespeakeasyhd@gmail.com

Monitoring and Enforcement

The Wine Speakeasy reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason at our sole discretion; (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of The Wine Speakeasy Properties or the public, or could create liability for The Wine Speakeasy; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of The Wine Speakeasy Properties; and/or (e) terminate or suspend your access to all or part of The Wine Speakeasy Properties for any or no reason, including without limitation, any violation of this Agreement.

If The Wine Speakeasy becomes aware of any possible violations by you of the Agreement, The Wine Speakeasy reserves the right to investigate such violations. If, as a result of such investigation, The Wine Speakeasy believes that criminal activity has occurred, The Wine Speakeasy reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Wine Speakeasy is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in The Wine Speakeasy Properties, including Your Content, in The Wine Speakeasy’s possession in connection with your use of The Wine Speakeasy Properties, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce the Agreement; (iii) respond to any claims that Your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of The Wine Speakeasy, its Registered Users, or the public, and all enforcement or other government officials as The Wine Speakeasy in its sole discretion believes to be necessary or appropriate.

Term and Termination

Term. The Agreement starts when accepting the Terms of Use and remains in full force and effect while you use The Wine Speakeasy Properties, unless terminated earlier in accordance with the Agreement.

Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier of: (a) the date you first used The Wine Speakeasy Properties; or (b) the date you accepted the Agreement and will remain in full force and effect while you use any of The Wine Speakeasy Properties, unless earlier terminated in accordance with the Agreement.

Termination of Services by The Wine Speakeasy. If you have materially breached part of the Agreement, or if is required to do so by law, The Wine Speakeasy has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in The Wine Speakeasy’s sole discretion and that The Wine Speakeasy shall not be liable to you or any third party for any termination of your Account.

Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve (without any obligation on the part of The Wine Speakeasy to do so) deletion of Your Content associated therewith from our live databases. The Wine Speakeasy will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

No Subsequent Registration. If your registration(s) with, or ability to access, The Wine Speakeasy Properties or any other The Wine Speakeasy community, is discontinued by The Wine Speakeasy due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access. In the event that you violate the immediately preceding sentence, The Wine Speakeasy reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

International Users

The Wine Speakeasy Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. Those who access or use The Wine Speakeasy Properties do so at their own volition and are responsible for compliance with local laws.

App Stores

You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that this Agreement is between you and The Wine Speakeasy and not with the App Store. The Wine Speakeasy, not the App Store, is solely responsible for The Wine Speakeasy Properties, including the App, the content thereof, maintenance, support services, warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). To use the App, you must have access to a wireless or cellular network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with The Wine Speakeasy Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any The Wine Speakeasy Property, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce its terms.

General Provisions

Electronic Communications. The communications between you and The Wine Speakeasy may occur via electronic means, whether you visit The Wine Speakeasy Properties or send The Wine Speakeasy e-mails, or communicate with you via e-mail.

Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without The Wine Speakeasy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to The Wine Speakeasy Properties, please contact us via mail (thewinespeakeasyhd@gmail.com ). We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Notice. Where The Wine Speakeasy requires that you provide an e-mail address, you are responsible for providing The Wine Speakeasy with your most current e-mail address. In the event that the last e-mail address you provided to The Wine Speakeasy is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, The Wine Speakeasy’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

Severability. If any portion of these Terms of Use are held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Entire Agreement. These Terms of Use constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.