This is a legal document between you and Club dVIN, LLC (“Club dVIN,” “clubdvin.com”, “our” “we” or “us”)
governing your use of our products and services as more fully set forth herein. Club dVIN provides this
website and mobile application (collectively, the “Digital Platforms”), non-fungible tokens (“NFTs”) and
related artwork (collectively, the “Products”), and various online and in-person services, including but
not limited to in-person winery events, rare wine offerings, and access to local and global events and
experiences (collectively, the “Services”) subject to your compliance with these Terms of Use (the
“Agreement”). By accessing the Digital Platforms, acquiring the Products, or using the Services you agree
to be bound by this Agreement. Read this document carefully.
By using the Digital Platforms,
Products, or Services, you affirm that you are able and legally competent to agree to and comply with this
Agreement. If you do not agree to the terms of this Agreement or are not legally competent to agree to
this Agreement, then you may not access and use the Digital Platforms, Products, or Services.
Any
heading, caption or section title contained herein is inserted only as a matter of convenience and in no
way defines or explains any section or provision hereof.
1. No Sale of Securities or
Investment Advice
Club dVIN does not offer the sale of securities or provide investment advice.
The
Genesis and Global Insider NFTs (collectively, the “Private Membership Invitations”) represent membership
interests in the Club dVIN wine club and entitle the holder to certain club benefits, including access to
Club dVIN’s exclusive network, exclusive education and content, concierge services, and invitations to
tag-along wine and crypto events.
The Genesis and Global Insider tokens do not confer any right to
make decisions about the management of Club dVIN, and do not entitle the holder to share in the profits
and losses of Club dVIN. No agency, partnership or joint venture is intended or created by this Agreement.
The
ability for Club dVIN Genesis members to mint one (1) Club dVIN membership per year for five (5) years
will be granted in recognition of members’ long-standing and active membership supporting the club. This
is intended to enable you to share the benefits of membership with friends or family, is not intended as
an investment. Private Membership Invitations may not have any monetary value.
From time to time,
Club dVIN will issue collectible NFTs (the “Tasting Tokens”) in connection with the provision of Products
or Services,
including but not limited to in-person winery events, rare wine offerings, and access to
local and global events and experiences. The
Tasting Tokens are used to create a record of the
Products and Services it relates to and may not have any monetary value.
NFTs are not securities or
financial instruments and are not offered for investment purposes. To the extent there is a price or
market for a blockchain asset such as an NFT, (a) those prices and markets are extremely volatile, (b)
variations in the price of other digital assets could materially and adversely affect the monetary value
of any digital assets you own, including NFTs, and (c) there is no guarantee that NFTs will have or retain
any value. You accept and acknowledge that we will not be responsible for the risks of engaging in any
transactions relating to your NFTs with third parties.
1.1. Inherent Risks with Digital
Assets
There are risks associated with using Internet-based digital assets such as NFTs and
cryptocurrency, including, but not limited to, the risk to hardware, software, and Internet connections,
the risk of malicious software introduction, and the risk that third parties may obtain unauthorized
access to information stored within your blockchain wallet. You accept and acknowledge that Club dVIN will
not be responsible for any communication failures, disruptions, errors, distortions, or delays you may
experience when using the Ethereum blockchain network.
The Digital Platforms do not store, send, or
receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on Club dVIN’s
supporting blockchain in the Ethereum blockchain network. Any transfer of NFTs occurs within the
supporting blockchain, and not on the Digital Platforms. Club dVIN does not make any promises or
guarantees about the availability of NFTs and does not represent that it will host your or any other NFTs
at any specific location and/or for any specific period of time. Upgrades to the Ethereum blockchain, a
hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or
its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain
may have unintended, adverse effects on the NFTs registered on the blockchain. We do not make any promises
or guarantees related to the Ethereum Foundation, the Ethereum blockchain, or any other third parties
related to the NFTs or any third-party platform (including any of their respective applications and/or
services, as well as to the continued availability of or the protection or storage of any data you provide
to those parties).
You accept and acknowledge that we will not be responsible for any loss of
access to your NFTs due to loss of your private key(s), custodial error or purchaser error, mining
attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological
difficulties.
1.2. Regulatory Uncertainty
The regulatory regime governing
blockchain technologies, cryptocurrencies, and tokens is uncertain and new regulations or policies may
have a material adverse effect on the development of the Products or Services, and therefore the potential
utility or value of NFTs. You accept and acknowledge that Club dVIN will not be responsible for the risk
of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens, new
regulations, and unfavorable regulatory intervention in one or more jurisdictions or policies, any of
which may materially adversely affect the use and value of NFTs.
1.3. Taxes
You are
solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not
responsible for determining the taxes that apply to your transactions on the Ethereum
network.
2. Terms of Sale
All sales are final. Once you have made a purchase of a
Private Membership Invitation or Tasting Token (collectively, “Club dVIN NFTs”), you should promptly take
the necessary steps to complete your transaction (e.g., activate or download any content or secure any
seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for
Club dVIN NFTs.
2.1. Age Verification
By using the Digital Platforms, Products or
Services you represent that you are of legal age to purchase and consume wine products in your
jurisdiction. You agree to provide us with accurate information and verification concerning your age or
identity if we request it and agree not to assist anyone in accessing the Digital Platforms, Products or
Services if they are below the legal age to purchase and consume wine products in their
jurisdiction.
2.1. Membership Options & Pricing
Club dVIN’s listed membership
benefits represent current offerings and are subject to change. As a membership program, Club dVIN enables
members to enjoy wine centric experiences and cultural events but does not offer the sale of wine.
Membership prices and descriptions listed on the Digital Platforms are informational only and do not
constitute a binding contract for sale. Please see pricing and membership options during the invitation
and minting process for final pricing and membership benefits.
2.2. Transfers
Where
permitted by this Agreement and applicable law, you may resell or otherwise transfer Club dVIN NFTs that
you own. Any sale or transfer must provide for the transfer of all your rights then outstanding with
respect to the Club dVIN NFTs, and anyone receiving Club dVIN NFTs from you must agree to and be bound by
this Agreement.
You may not sell, swap, donate, give away, transfer, or otherwise dispose of your
purchased Club dVIN NFTs to any person who is not of legal age to purchase and consume wine in their local
jurisdiction. You also may not transfer a Private Membership Invitation to someone who already owns a one.
Removal of responsible drinking messages included in our Club dVIN NFTs is prohibited. We expressly
reserve the right to seize, freeze, or otherwise modify the ownership of any Club dVIN NFTs in case of
non-compliance with the foregoing.
We reserve the right to issue new Club dVIN NFTs and related
goods and experiences in the future.
2.3. Service Interruption
To ensure the best
possible service level, Club dVIN reserves the right to make the Digital Platforms, Products or Services
inaccessible during maintenance, system updates, or for any other reason when necessary.
Club dVIN
reserves the right to limit the availability of the Digital Platforms, Products, Services and/or the
provision of any service, program, or other product described on the Digital Platforms to any person,
geographic area or jurisdiction, at any time and in our sole discretion.
2.4. Modification
We
reserve the right to modify or discontinue the Digital Platforms, Products or Services with or without
notice at any time, provided, however, that we will use reasonable efforts to provide advance notice of
such action. Club dVIN (including, without limitation, our licensors) shall not be liable to you or any
third party for any modification, suspension, or discontinuance of any of the Digital Platforms, Products,
or Services.
2.5. Termination
Your ability to access and use the Digital Platforms,
Products or Services remains in effect until terminated in accordance with this Agreement of Use. You
agree that Club dVIN, in its sole discretion, may restrict or terminate your membership and your use of
the Digital Platforms, Products or Services if we believe that you have violated or acted inconsistently
with this Agreement or for any other reason.
Club dVIN also may in its sole discretion and at any
time discontinue providing the Digital Platforms, Products or Services, or any part thereof, with or
without notice. You agree that any termination of your access to the Digital Platforms, Products or
Services may be effected without prior notice and you acknowledge and agree that Club dVIN may bar any
further access to the Digital Platforms, Products or Services. Further, you agree that Club dVIN will not
be liable to you or to any third-party for any restriction or termination of access to the Digital
Platforms, Products or Services.
You may request to terminate your account via email to
info@clubdvin.com with the subject line “Termination Request.”
The provisions of the Intellectual
Property Rights, Disclaimer of Warranties, Indemnity, Limitation of Liability, Governing Law and
Jurisdiction, and Dispute Resolution sections, together with any other rights and obligations which by
their nature are reasonably intended to survive such termination, will survive any termination of this
Agreement.
3. General Information
Club dVIN’s performance of this Agreement is subject to
existing laws and legal processes, and nothing contained in this Agreement is in derogation of Club dVIN’s
right to comply with governmental, court, and law enforcement requests or requirements relating to your
use of the Digital Platforms, Products, Services or information provided to or gathered by Club dVIN with
respect to such use. A printed version of this Agreement and of any notices given in electronic form will
be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the
same extent, and subject to the same conditions, as other business documents and records originally
generated and maintained in printed form. The parties agree that all correspondence relating to this
Agreement must be written in the English language.
This Agreement constitutes the entire agreement
between you and Club dVIN with respect to the subject matter hereof, and supersedes all other
communications, including but not limited to all prior agreements between the parties with respect to such
subject matter. This Agreement will be enforced to the fullest extent permitted by law.
3.1.
Access Credentials
When registering on the Digital Platforms or third-party services, you may be
required to select a username and password, key, or other form of secure authentication that will be used
to access your account (collectively, “Access Credentials”). You are responsible for any use of your
Access Credentials, whether by you or others. You agree to keep your Access Credentials confidential and
not share them with anyone else.
Club dVIN is not liable for any loss or damage arising from your
failure to protect your Access Credentials or any other personal information, including but not limited to
loss of access to any NFTs. You authorize Club dVIN to act on instructions received through use of your
Access Credentials, and Club dVIN may, but is not obligated to, deny access or block any transaction made
through use of your Access Credentials without prior notice.
3.2. Accessing Third-Party
Sites & Platforms
The Digital Platforms may contain links to third-party sites (LinkedIn,
Twitter, Discord, Meta, and others) that we do not own or control. Club dVIN’s profiles on these sites are
intended for informational purposes only. We make no claim and accept no responsibility regarding the
quality, nature, or reliability of such third-party sites that are accessible by hyperlinks from the
Digital Platforms or link to the Digital Platforms. Club dVIN provides these links to you as a convenience
and the inclusion of any link does not imply endorsement by Club dVIN of such third-party sites or any
association with the operators of such sites. You are responsible for your conduct on third-party sites
and should be aware of the third-party sites’ privacy policies and terms of use. Club dVIN disclaims any
and all responsibility for user-generated content on these third-party sites and does not offer active
moderation, nor is it responsible for active moderation of those sites.
3.3. Intellectual
Property Rights
The Digital Platforms and Products contain valuable trademarks and service marks
owned and used by Club dVIN, including but not limited to, “CLUBDVIN.COM”, the Club dVIN design logo,
tagline “Don’t wish you had,” and NFT artwork (collectively, the “Club dVIN Marks”). Any use of the Club
dVIN Marks without prior written permission of Club dVIN is strictly prohibited.
You acknowledge
and agree that Club dVIN (or, as applicable, its licensors) own all rights, title, and interest in and to
any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright,
recipes, formulas and other creative materials that may be associated with any NFT minted by or with
permission from Club dVIN. In addition, the arrangement and layout of the Digital Platforms, including but
not limited to, the Club dVIN Marks, images, text, graphics, buttons, screenshots, music, digitally
downloadable files, and other content or material are the sole and exclusive property of Club dVIN. Club
dVIN partners with a network of independent product and content suppliers, distributors, and other third
parties to supply the Products or Services advertised on the Digital Platforms. All other trademarks,
service marks, product names, company names, or logos that are not owned by Club dVIN but which appear on
the Digital Platforms or Products are the property of their respective owners.
UNAUTHORIZED
COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING
DERIVATIVE WORKS OF, OR DUPLICATING ALL OR ANY PART OF THE DIGITAL PLATFORMS OR PRODUCTS IS PROHIBITED.
You agree that you shall not bypass, modify, defeat, or circumvent any technologies or methods to deliver
or protect the NFTs or any other content provided through the Digital Platforms.
Notwithstanding
any of the foregoing, nothing in this provision is intended to limit the ability to transfer the Private
Membership Invitations issued by Club dVIN.
3.4. No Unlawful or Prohibited Use
As a
condition of your use of the Digital Platforms, Products or Services you agree to not use the Digital
Platforms or any information contained within for any purpose that is unlawful or prohibited by this
Agreement, conditions, and notices. Such prohibited behavior includes, but is not limited to, (i)
attempting to gain unauthorized access to any of the Digital Platforms, other accounts, computer systems,
or networks connected to any Club dVIN server through hacking, password mining, or any other means, (ii)
obtaining or attempting to obtain any materials or information through any means not intentionally made
available through the Digital Platforms, (iii) using the Digital Platforms in any manner that could
overburden or impair any portion of the Digital Platforms or the networks or systems connected thereto,
(iv) uploading, posting, e-mailing, or otherwise transmitting any content that contains computer viruses
or other computer code, files, or programs that interrupt, destroy, or limit the functionality of the
Digital Platforms or Products or any other computer software, hardware, or telecommunications equipment,
(v) intentionally or unintentionally violating any applicable local, provincial/territorial, national or
international laws, rules, or regulations, including but not limited to those promulgated by the U.S.
Federal Trade Commission or the U.S. Securities and Exchange Commission, (vi) collecting, storing, or
using personal information about other users of the Digital Platforms, Products or Services without their
consent, (vii) using automated systems or software to extract data from the Digital Platforms, including
but not limited to data scraping or web crawling, or (viii) submitting or transmitting any viruses, worms,
Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
3.5.
No Third-Party Beneficiaries
You agree that, except as otherwise expressly set out herein, there
shall be no third-party beneficiary of this Agreement. You acknowledge and agree that Club dVIN’s
licensors are intended third-party beneficiaries of this Agreement.
3.6. Education Events,
Webinars, & Other Events
Views expressed and information shared by presenters at Club dVIN’s
events are the views and opinions of the presenters alone and do not express the views of Club dVIN unless
otherwise stated expressly or in writing.
3.7. Privacy Policy
To learn more about
the use of your Personal Information or Personal Data, please refer to our Privacy Policy. If you are a
U.S. resident, please click here [●]. If you are a European resident, please click here [●].
To the
extent there is a conflict between the terms of the Privacy Notice and this Agreement, the terms of this
Agreement govern.
3.8. Mailing List
By providing your name and email address to
Club dVIN you expressly authorize us to contact you, including with information regarding current and
future offerings from Club dVIN or our service partners. To unsubscribe from Club dVIN’s mailing list,
click the unsubscribe link located at the bottom of each email or click here to unsubscribe.
3.9.
Disclaimer of Warranties
Club dVIN intends for the information and data contained in the Digital
Platforms, Products or communicated in connection with the Services to be accurate and reliable. However,
since the information and data on the Digital Platforms has been compiled from a variety of sources,
including third parties, the information is provided ‘AS IS’ and “AS AVAILABLE.” You expressly agree that
your use of the Digital Platforms and any information contained therein is at your sole risk. Accordingly,
to the extent permitted by applicable law, CLUB DVIN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF TITLE,
NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND
CONDITIONS THAT MAY ARISE FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE RELATED TO
THIS AGREEMENT.
These disclaimers may not apply in certain jurisdictions where prohibited by
law.
3.10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT WILL CLUB DVIN OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES,
DISTRIBUTORS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THE DIGITAL PLATFORMS OR VIA OTHER
CHANNELS, INCLUDING BUT NOT LIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OF THE PRODUCTS OR SERVICES
OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF
USE) ARISING OUT OF THE USE OR INABILITY TO USE THE DIGITAL PLATFORMS, PRODUCTS, SERVICES OR ANY
INFORMATION CONTAINED ON THE DIGITAL PLATFORMS, INCLUDING USER-GENERATED CONTENT, WHETHER BASED UPON
WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF CLUB DVIN HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES
OR LOSSES.
In no event shall Club dVIN’s liability exceed in the
aggregate, the amount paid to Club dVIN in the twelve (12) months preceding the month in which a cause of
action is alleged to have arisen.
You hereby acknowledge that the preceding limitation on liability
will apply to all content, merchandise, and services available through the Digital Platforms or other
channels. Because some jurisdictions do not allow the exclusion or limitation of liability for
consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent
permitted by law.
3.11. Indemnity
You agree to indemnify and hold Club dVIN and its
agents and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any
third party due to or arising out of (i) your use of the Digital Platforms, Products or Services, (ii)
your violation of this Agreement or (iii) your violation of any rights of another member of Club dVIN.
3.12.
Governing Law and Jurisdiction
The Digital Platforms, Products and Services are provided by Club
dVIN, LLC which is incorporated in Wyoming, USA. This Agreement and all disputes arising out of or related
to your use of the Digital Platforms, Products and Services are governed by the laws of the State of New
York, without regard to conflict of law principles. Club dVIN makes no representation that the Digital
Platforms, Products or Services are appropriate or available for use in other locations and accessing them
from territories where their contents are illegal is prohibited. Those who choose to access the Digital
Platforms from other locations do so on their own initiative and are responsible for compliance with local
laws.
You understand, acknowledge, and agree that exports, re-exports, and in-country transfers of
any NFT, wine product, or other products or services are subject to U.S. export, import, customs,
antiboycott, and economic sanctions laws, regulations, rules, and orders (each, a “Trade Control Law”).
You shall not export, re-export, or otherwise transfer or provide any NFT, wine product, or avail yourself
of any other products or services made available by Club dVIN, in contravention of any Trade Control Law,
including to anyone (a) in Cuba, Iran, North Korea, or Syria, or in any other embargoed destination, or
(b) listed on, or owned or controlled by anyone on a sanctioned party list published by the U.S.
Departments of Commerce or Treasury, including the Specially Designated Nationals and Blocked Persons List
(a “Sanctioned Party”). You certify that you are not a Sanctioned Party or located in or a resident of any
embargoed destination. In addition to any other remedy that Club dVIN may have, we may suspend and/or
cancel the provision of any portion of the Digital Platforms, Products or Services if we believe, in
our discretion, that such activity may violate any Trade Control Law or Club dVIN ’s own compliance
policies.
3.13. Dispute Resolution
Any and all disputes or controversies arising
under or relating to the interpretation or application of this Agreement, any extension or modification
thereof, the asserted breach thereof, or your use of the Digital Platforms, Products, or Services shall
resolved through final and binding arbitration seated in New York under the Judicial Arbitration and
Mediation Services (JAMS) Expedited Arbitration Procedures in force when the notice of arbitration is
submitted in accordance with such rules.
There shall be one arbitrator, and the arbitration
proceedings shall be conducted in English. Any arbitrator so appointed shall be empowered to, in addition
to awarding actual money damages (but not punitive damages) against the party found to have violated this
Agreement, grant in his award injunctive or other types of equitable relief to enforce specific
performance of this Agreement and to prevent any continuing or further violation of this
Agreement.
Judgment upon the award rendered in such arbitration may be entered in any court having
jurisdiction. Each party hereby irrevocably consents to venue in New York, and to the jurisdiction of
competent courts in New York for all litigation that may be brought in connection with such
arbitration.
The cost of such arbitration shall be borne equally by the parties, except that each
party shall be responsible for its own attorneys’ fees.
3.14. No Waiver
No waiver
of any provision or any breach of this Agreement shall constitute a waiver of any other provisions or any
other or further breach. Club dVIN’s failure to assert any right or provision under this Agreement shall
not constitute a waiver of any such right or provision. No waiver shall be considered a further or
continuing waiver of such term or any other term.
3.15. Severability
Should any
provision of this Agreement be deemed or become invalid or unenforceable under applicable law, the
invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions, which shall remain in full force and effect.
Any such invalid or unenforceable
provision will be interpreted, construed, and reformed to the extent reasonably required to render it
valid, enforceable, and consistent with its original intent.
3.16. Assignment of Contract
Club dVIN reserves the right to transfer, assign, dispose of by novation, or subcontract any or
all rights or obligations under this Agreement, taking your legitimate interests into account. Provisions
regarding changes of this Agreement will apply accordingly. You may not assign or transfer your rights or
obligations under this Agreement in any way, without the written permission of Club dVIN.
Unless
stated otherwise in the description of the applicable NFT, an NFT that you own will be transferable, but
any transferee will be subject to this Agreement.
3.17. Changes to this Agreement
Club
dVIN reserves the right to amend or otherwise modify this Agreement at any time. The modified Agreement
and/or Privacy Policy will be effective immediately upon posting on the Digital Platforms. We will provide
other notice of significant changes when required by law.
Your continued use of the Digital
Platforms, Products or Services will signify your acceptance of the revised Agreement. If you do not wish
to be bound by the revised Agreement, you must stop using the Digital Platforms, Products and Services.
