terms of service

Please read these Terms of Service (“Terms”) and tradeagrape’s Privacy Policy thoroughly. By downloading, accessing or using UNDER THE STAIRS CELLARS, LLC (201333110097) doing business as tradeagrape’s mobile application (the “App”), website (the “Site”) or other products or services (collectively, the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”) you agree to be bound by these Terms and our Privacy Policy, hereby incorporated by reference. The term “you” or “User” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the App. Your access to and use of the Services are conditioned on you accepting and complying with the Terms. If you do not agree to be bound by these Terms, then you may not use the App, website, other products or Services.

Changes to these terms

UNDER THE STAIRS CELLARS, LLC doing business as tradeagrape (“tradegrape”, “We” or “Us”) may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as sending a notification, posting a notice on the Services or updating the “Last Updated” date above. By continuing to use the Services you confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended or updated Terms, you must stop using the Services and delete your tradeagrape account.

You acknowledge and agree that (i) this Agreement is concluded between you and tradeagrape only, and not Apple or other third party technology provider(s), and (ii) tradeagrape, not Apple or other third party technology provider(s), is solely responsible for the App, which is sourced through Apple’s App Store or similar store. Your use of the App must comply with the App Store Terms of Service. You further agree that Apple, or other third party technology provider(s), has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

21 years of age

By downloading this application, you are voluntarily agreeing to be bound by tradeagrape’s Terms of Service. If you do not understand any portion of the Terms, you should not use tradeagrape’s Services. YOU FURTHER CONFIRM THAT YOU ARE 21 YEARS OF AGE OR OLDER AND YOU WILL PROVIDE GOVERNMENT ISSUED PHOTO IDENTIFICATION, UPON REQUEST, AND IF YOU ARE POSTING USING THE APP.

The platform

tradeagrape provides a community forum for wine lovers everywhere to engage in discussions and comparisons of their favorite wine products (“Products”). tradegrape DOES NOT become involved in any transactions between Users, and does not certify, investigate, or in any way guarantee the legal capacity of any User to transact. In the event that a user of the app posts a wine or alcoholic product in the forum, the User understands and acknowledges that such posting is for the purpose of discussion and comparison and that any transaction arising out of posting a Product is not a function of the tradeagrape app. Neither tradeagrape, nor any officer, director, employee, shareholder or agent of tradeagrape shall be liable to the User or any third-party for any claims relating to any Trade, bartering, delivery and/or consumption of the alcoholic beverage or any consequences, which may result thereof.

Third-party services

From time to time, you may be provided with links to third party websites or services that tradeagrape does not own or control. Your use of such third party applications, websites, and services is governed by that party's own terms of service or privacy policies. We encourage you to read the terms and conditions and privacy policy of any third party application, website or service that you visit or use.

Creating accounts

When you create an account or use another service to log in to the Service, you agree to maintain the security of your password and accept all risks of unauthorized access to any data or other information you provide to the Service. Additionally, upon initial registration / account creation, tradeagrape gathers your first name, last name, email, location, photo, and a TokenID (an advanced system of tokenized security for authentication purposes). If you discover or suspect any Service security breaches, please let us know as soon as possible.

Your content & Conduct

Your use of the App and Services is subject to all applicable local, state federal, and foreign laws and regulations, including licensing requirements. It is your responsibility to provide the mobile device, wireless service/data plan and software needed, in order to install and use the App and Services. You are solely responsible for any fee, cost or expense that you may incur, to download, install and/or use the App or Services on your mobile device or smartphone.

You understand and acknowledge that the App is an electronic platform for the purpose of connecting Users to engage in the discussion and comparison of wine products. Any trades or transactions of any kind involving Products are transacted between you and the other User(s) and in no way facilitated by tradeagrape. tradeagrape does not provide or sell alcoholic beverages, and does not participate in any transactions that may occur between Users. No joint venture, partnership, employment, or agency relationship exists between tradeagrape and any business or third party as a result of use of the App or Services.

Our Service allows you and other users to post, link and otherwise share content (a “Listing”). You are responsible for the content that you make available to the Service, including its legality, reliability, and appropriateness. The omission of any detail which a reasonable person may find relevant may be treated the same as an inaccurate description and may lead to termination of the Listing and/or User’s account. Purposeful omission, misrepresentation, or falsification of any material label or listing information is presumptively considered fraud, and may expose you to civil and criminal liability, in addition to account termination.

Any Listing you publish on the App is posted for the primary purpose of seeking to discuss and compare such Listing with other Users. You are under no obligation to discuss or compare with any other User who has contacted you or whom you have contacted and if any Users discuss a Transaction related to the Listings, such Transaction will be conducted between the Users and in compliance with all applicable local, state, federal, and international laws. If you would like more information about shipping alcohol, click here [link to https://support.shippingeasy.com/hc/en-us/articles/203981689-Shipping-alcohol-with-USPS-UPS-and-FedEx].

You agree to treat other Users with whom you interact ("Forum Partner") with courtesy and respect.

When you post, link or otherwise make available content to the Service, you grant to us an irrevocable, non-exclusive and royalty-free right and license (but not obligation), in perpetuity throughout the world, to use, copy, perform, reproduce, promote, publish, display and distribute any intellectual property and all copyright, in and to, each and every photograph, video, and all information related to your Listing. You grant these rights to us free of charge and without any commitment of an attribution as to authorship, ownership or other similar reference. You represent and warrant that you have the right to grant the rights and license in this paragraph.

You are responsible for determining whether copyright, trademark, trade secret, right of publicity or other proprietary rights protect the content or information you upload, post or share. Except for that information which is in the public domain or for which you have been given express written permission you agree not to upload, post, or otherwise transmit any content or information protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission.

We may format your content for display throughout the Service, but we will not edit or revise the substance of your content itself. Aside from our limited license to your content, you retain all of your rights to the content you post, link and otherwise make available on or through the Service.

You can remove the content that you posted by deleting it. Once you delete your content, it will not appear on the Service, but copies of your deleted content may remain in our system or backups for some period of time. We will retain web server access logs for a maximum of seven (7) years and then delete them.

You may not post, link and otherwise make available on or through the Service any of the following:

  • Content that is libelous, defamatory, bigoted, fraudulent, deceptive, or misleading. This includes, without limitation, the obligation to accurately describe your Listing on the App and in all correspondence.
  • Content that is illegal or unlawful, or that would otherwise create liability for any party.
  • Content that may infringe or violate any patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual or other right of any party.
  • Mass or repeated promotions, political campaigning or commercial messages directed at users who do not follow you (SPAM).
  • Private information of any third party (e.g., addresses, phone numbers, email addresses, Social Security numbers, credit card numbers).
  • Viruses, corrupted data or other harmful, disruptive or destructive files or code.
  • Content that is sexual or pornographic in nature.
  • Any content that may be considered terrorist oriented, terrorist supporting, or of terrorist intent.

Also, you agree that you will not do any of the following in connection with the Service or other users:

  • Use the service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service.
  • Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity.
  • Collect any personal information about other users, or intimidate, threaten, stalk or otherwise harass users of the Service.
  • Create an account or post any content if you are not over 21 years of age, or the legal drinking age where you are.
  • Circumvent or attempt to circumvent any filtering, security measure, rate limits or other features designed to protect the Service, user of the Service, or third parties.

Public Forums and Communications

“Public Forum” means an area, site or feature offered as part of any tradeagrape Website, App, or otherwise that offers the opportunity for users to post or communicate for viewing by one or more Users, including a chat area, message board or social community environment.

YOU ACKNOWLEDGE THAT PUBLIC FORUMS AND FEATURES OFFERED THEREIN ARE FOR PUBLIC AND NOT PRIVATE COMMUNICATIONS, AND YOU HAVE NO EXPECTATION OF PRIVACY WITH REGARD TO ANY SUBMISSION TO A PUBLIC FORUM. We cannot guarantee the security of any information you disclose through any of these media; you make such disclosures at your own risk.

Subject to applicable law, you are and shall remain solely responsible for the posts you create on or through tradeagrape under your username or otherwise by you in any Public Forum and for the consequences of submitting and posting same.

Also, you should be skeptical about information provided by others, and you acknowledge that the use of any posts in any Public Forum is at your own risk. For example, we are not responsible for, and we do not endorse, the opinions, advice or recommendations posted or sent by users in any Public Forum and we specifically disclaim any and all liability in connection therewith, to include any representations related to alcoholic beverages and/or the age of recipients of alcoholic beverages through tradeagrape.

We owe you no obligation, and therefore may refuse, to post, deliver, remove, modify or otherwise use or take any action with respect to your posts.

We reserve the right to screen, refuse to post, remove, edit, store and/or review posts at any time and from time to time and for any or no reason including, without limitation, to ensure that the posts conforms to these Terms, in our absolute and sole discretion without prior notice. If we elect to screen posts, there may be a delay in the posting of such content in a Public Forum to allow for a review process. If we have questions about your posts including, without limitation, the copyright, we may contact you for further information including, for example, to verify that you own the copyright or otherwise obtained permission to post the material.

Onward Transfer to Third Parties

Except as otherwise set forth in these Terms and/or our Privacy Policy, we will not trade, sell, transfer, or disclose to any third party any form of your information without your consent unless:

  • Such third party is a related affiliate, subsidiary, or parent company of tradeagrape or a licensor of content or services offered to you through our Services;
  • The transfer or disclosure is necessary: (a) to conform to legal requirements or to respond to a subpoena, search warrant, or other legal process or request from a local, state, or federal government or administrative agency received by tradeagrape, whether or not a response is required by applicable law; (b) to enforce our Terms or to protect our rights; (c) to protect the safety of members of the public and users of the Services; or (d) to properly operate, maintain, or provide the App, Website, or Services.
  • We do so in connection with a sale of some or all of tradeagrape assets or the merger or reorganization of tradeagrape’s business (including in the event that we sell or buy any business or assets, in which case we may disclose your information to the prospective seller or buyer of such business or assets); or
  • Such third party is involved in processing trades for or otherwise involved in delivery of the Services that you have obtained from tradeagrape, including the use of Facebook Connect for login purposes. Use of Facebook Connect also expresses your agreement to the terms and conditions of Facebook Connect;
  • tradeagrape attempts to work only with reputable partners whom we believe maintain high standards with respect to privacy and consumer rights. All third parties with whom we share your information either subscribe to or are subject to the European Union’s Directive on Data Protection or have entered into a written agreement with us that provide for at least the same level of privacy protection as is required by the U.S. Department of Commerce’s Safe Harbor Privacy Principles.

If you would like to report any concerns or problems with one of our partners, please e-mail our customer Service department at [email protected]

Re-Certification of Age & Agreement

You affirm that you are 21 years of age or older, or the legal drinking age where you are located, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You further represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

You also agree that:

  • Tradeagrape does not become involved in transactions between parties and does not certify, investigate, or in any way guarantee the legal capacity of any party to transact.
  • Your use of the App and/or Services is subject to all applicable local, state and federal laws and regulations, that you are responsible for investigating and adhering to all local regulations including, but not limited to, permits, licenses, rules, and restrictions applicable to alcohol laws, and that you will not use the App for any illegal purposes;
  • You are fully able and legally competent to agree to the Terms;
  • You will not impair or harm the App or Services or attempt to gain unauthorized access to the App in any way;
  • tradeagrape reserves the right to prosecute, to the fullest extent of the law: any attempt by you to misconstrue your age, either directly or indirectly; or any attempt to use tradeagrape’s Services to provide alcohol to an individual who is under the age of 21, or the legal drinking age where you are,;
  • You will not access the App or Services, using the account information of someone other than you, without the express consent of the account holder;
  • You will not use the App to engage in commercial activities, aside from those sanctioned by tradeagrape;
  • You will not copy or distribute any content from the App;
  • You will not resell the use of the App or Services to a third party;
  • It is your responsibility to keep your account password and any identifying information confidential;
  • Any User may decline your delivery request for any reason.

tradeagrape shall not be liable for any loss or damage arising from the User’s failure to comply with the Terms or applicable laws. The Terms will continue to apply until you or tradeagrape terminates them as follows: (a) You discontinue using the Services; or (b) tradeagrape may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason.

Tradeagrape Materials

We put a lot of effort into creating the Service including, the logo and all designs, text, graphics, pictures, information and other content (excluding your content). This property is owned by us or our licensors and it is protected by U.S. and international copyright laws. We grant you limited rights to use it. Specifically, unless we expressly state otherwise, your rights do not include: (i) publicly performing or publicly displaying the Service, with the exception of promoting your enjoyment of the Services on Social Media; (ii) modifying or otherwise making any derivative uses of the Service or any portion thereof; (iii) using any data mining, robots or similar data gathering or extraction methods; (iv) downloading (other than page caching) of any portion of the Service or any information contained therein; (v) reverse engineering or accessing the Service in order to build a competitive product or service; or (vi) using the Service other than for its intended purposes. If you do any of this stuff, we may terminate your use of the Service and pursue legal action.

Hyperlinks and Third Party Content

You may create a hyperlink to the Service. But, you may not use, frame or utilize framing techniques to enclose any of our trademarks, logos or other proprietary information without our express written consent.

tradeagrape makes no claim or representation regarding, and accepts no responsibility for third party websites accessible by hyperlink from the Service or websites linking to the Service. When you leave the Service, you should be aware that these Terms and our policies no longer govern. If there is any content on the Service from you and others, we don't review, verify or authenticate it, and it may include inaccuracies or false information. We make no representations, warranties, or guarantees relating to the quality, suitability, truth, accuracy or completeness of any content contained in the Service. You acknowledge sole responsibility for and assume all risk arising from your use of or reliance on any content.

Unavoidable Legal Stuff

THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

IN NO EVENT WILL TRADEAGRAPE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ANY OTHER SERVICE AND/OR CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE VALUE OF THE PRODUCTS. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE TRADEAGRAPE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.

You agree to defend, indemnify and hold us harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees, costs, penalties, interest and disbursements) we incur in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to your use of the Service or the use of the Service by any person using your account, including any claim that your use of the Service violates any applicable law or regulation, or the rights of any third party, and/ or your violation of these Terms.

Copyright Complaints

We take intellectual property rights seriously. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and, at our sole discretion, access to the service for users who are deemed to be repeat infringers.

Notifications of claimed copyright infringement must be sent to the following designated agent:

  • Services provider: UNDER THE STAIRS CELLARS, LLC doing business as tradeagrape
  • Name of agent designated to receive notification of claimed infringement: Donna Katz
  • Address of designated agent to which notification should be sent: PO Box 176, St Helena, CA 94574
  • E-mail address of designated agent: [email protected]

To be effective, the notification must be a written communication that includes the following:

  • A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We may give you notice that we have removed or disabled access to certain material by means of a general notice on the App or Website, electronic mail to a User’s e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

  • Your physical or recognizable electronic signature;
  • Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which tradeagrape may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

User Disputes and Release

Tradeagrape cannot be held responsible for any events that occur as a result of any relationship between Users or others using the Service. Any disputes arising from the use of the Service must be settled between the parties who directly participated in the interaction. Users shall use best efforts to attempt to resolve disputes arising out of or relating to the Listings by amicable discussion. If this is unsuccessful, tradeagrape may volunteer, at its discretion, to assess the arguments of the Users and make suggestions for settlement, but it has no obligation to do so and any recommendation by tradeagrape has no binding authority; provided, however, tradeagrape may choose to terminate a User’s account after assessing a dispute in its sole and absolute discretion. tradeagrape does not assume any responsibility for subsequent resolution or failure to resolve.

IF YOU HAVE A DISPUTE WITH ONE OR MORE OF OUR USERS, YOU RELEASE TRADEAGRAPE FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

Governing Law

The validity of these Terms and the rights, obligations, and relations of the parties under these Terms will be construed and determined under and in accordance with the laws of the State of California without regard to conflicts of law principles.

Jurisdiction

You expressly agree that exclusive jurisdiction for any dispute with the Service or relating to your use of it, resides in the courts of the State of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California. You further agree that you and Service will not commence against the other a class action, class arbitration or other representative action or proceeding.

Termination

If you breach any of these Terms, we have the right to suspend or disable your access to or use of the Service.

Entire Agreement

These Terms constitute the entire agreement between you and tradeagrape regarding the use of the Service, superseding any prior agreements between you and tradeagrape relating to your use of the Service.

Last Updated: 6/6/16