The Exchange – Terms of Service

Welcome to the Internet site of WineAlign (the “Website”), operated by Uncork Solutions Inc. (referred to herein as the “Company”, “we”, “us,” or “our”).

PLEASE NOTE THAT YOUR USE OF THE WEBSITE IS SUBJECT TO THE FOLLOWING TERMS (“TERMS OF SERVICE”), WHICH COMPRISE AN AGREEMENT BETWEEN USERS OF THE WEBSITE AND WineAlign (THIS “AGREEMENT”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE OR ANY INFORMATION OR MATERIALS CONTAINED ON THE WEBSITE. YOUR USE OF THE WEBSITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. THE TERMS OF SERVICE MAY BE UPDATED BY WineAlign FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. YOUR CONTINUED USE OF THE WEBSITE INDICATES ACCEPTANCE OF ANY MODIFICATIONS TO THE TERMS OF SERVICE. YOU ARE ADVISED TO REVIEW THE WEBSITE REGULARLY FOR ANY CHANGES. THESE TERMS OF SERVICE OF USE WERE LAST UPDATED ON MARCH 6th, 2017.

DESCRIPTION OF OPERATION

WineAlign is defined as a “wine marketing” business. As a “wine marketing” business, WineAlign does not handle, transport or possess the wine(s) it advertises on behalf of licensed wine agents on either its Website or other marketing mediums (such as electronic newsletters, printed material, etc…). WineAlign does not take payment from its customers for the wine(s) that that are ordered using the Website from a licensed wine agent. As a “wine marketing” business, WineAlign passes customer order information directly to the licensed wine agent for billing and fulfillment.

USER OBLIGATIONS

The sale of beverage alcohol is heavily regulated. You are responsible for compliance with all applicable laws, particularly in connection with the shipment of liquor, applicable to purchasers and consumers of liquor. Wine agents that advertise on WineAlign may not ship liquor outside of the Province of Ontario. You agree not to do any of the following while using the Website:
• Intentionally or unintentionally violate any applicable law or regulation including making an offer to purchase or delivery arrangement for wine by or on behalf of a person not of legal drinking age.
• Access, tamper with, or use nonpublic areas of the Website or WineAlign´s computer systems. Unauthorized individuals attempting to access or tamper with these areas may be subject to prosecution.
• Frame or link to the Website except as permitted in writing by WineAlign.

THE SALE OF ALCOHOLIC BEVERAGES

WineAlign does not accept orders for alcoholic beverages on its Website from persons under the age of 19. By using the Website you are acknowledging that the person ordering a shipment of alcoholic beverages using WineAlign is 19 years in age or older. If you do not agree with these conditions of use you are prohibited from using the Website. If you intentionally or unintentionally misrepresent your age in order to provide alcohol to a person under the age of 19, WineAlign will report the infraction to the Alcohol and Gaming Commission of Ontario (AGCO) which may prosecute you fully to the extent allowable by law.

The AGCO has firm rules that apply to the sale and delivery of wine, most notably the requirement that alcohol can only be delivered to a person 19 years of age or older, who is not intoxicated. Therefore, the delivery agent representing wine(s) advertised at WineAlign is obligated to ensure your age of majority (two photo IDs are needed, if the agent requests confirmation) and must obtain your signature before handing over the order.

If your intention is to sell wine for profit for consumption or otherwise, you may only do so pursuant to a liquor licence issued by the AGCO. If your intention is to sell wine for consumption or otherwise at occasional special events only held outside a residence (a “Sale SOP”), or to provide for the consumption of wine at an indoor or outdoor event open to the public (a “Non-Sale SOP”) you may only do so pursuant to a Special Occasion Permit (“SOP”) issued by the AGCO. IT IS ILLEGAL TO SELL WINE IN OR FROM A PRIVATE RESIDENCE. When selling or providing for the consumption of wine under liquor licence or SOP, you are responsible for the safety and sobriety of the people attending the event as well as for compliance with all applicable laws and regulations.

THIRD PARTY CONTENT

Any opinions, advice, statements, services, offers, events or other information or content expressed or made available on this Website by third parties (including information providers and users) are those of the respective author(s) or distributor(s) and not of WineAlign. WineAlign neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this Website by anyone other than authorized WineAlign employees acting in their official capacities.

THIRD PARTY LINKS

The Website may contain links to other websites or resources. You acknowledge and agree that WineAlign is not responsible or liable for (1) the availability or accuracy of such other websites or resources; or (2) the content, advertising, or products on or available from such other websites or resources. You acknowledge that use of any third-party website is governed by the terms of use for those websites, and not by this Agreement. Links to third-party sites do not constitute an endorsement or recommendation by WineAlign of such sites or the content, products, advertising or other materials presented on such sites, but are only for your convenience and you access them at your own risk. Such third-party sites may have a privacy policy different from that of WineAlign and the third-party site may provide less security than the Website. We are not responsible for the content of any third-party websites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy of such content) on any third-party websites, and WineAlign shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such sites or otherwise.

HOW WE USE PERSONAL INFORMATION

WineAlign may use the personally identifiable information collected on its Website to contact customers regarding products and services offered by WineAlign to the extent the User has agreed to it. We may also use this information for research purposes regarding the effectiveness of our Website services, marketing, advertising this information with a third party either for free or by selling it, unless you specifically authorize such disclosures. If you would prefer not to hear from us, we ask that you decline the option of receiving any communication from WineAlign.

PROTECTION OF CONTENT PROVIDED BY WineAlign AND ITS ADVERTISERS

All text, graphics, logos, icons, images, audio clips, video and software on the Website (“Site Content”) are copyrighted materials owned by or licensed to WineAlign. The Site Content may contain trademarks, service marks and trade names which are owned by or licensed to WineAlign and its affiliates, and may also contain brand and product names which are trademarks, service marks or trade names which are owned by certain third parties. Any events described in the Site Content may be subject to other intellectual property rights, the exercise of which rights are expressly reserved by WineAlign, its affiliates, or third parties. Unless authorized in writing by an officer of WineAlign, WineAlign´s trademarks may not be used in connection with any product or service that is not WineAlign´s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits WineAlign.

You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, frame, mirror, repost, exploit for any commercial purpose, or otherwise use any of the Site Content in any way for any public or commercial purpose without prior written consent of WineAlign or the rights holder. You may not use the Site Content on any other website or in a networked computer environment for any purpose. . You also may not “mirror” any material contained on the Website on any other server. If you violate any of these terms, your permission to use the Site Content will automatically terminate, you must immediately destroy any copies you have made of the Site Content, and we may end your authorization to use the Website. Nothing contained in the Website shall be construed as conferring any license or right under any copyright, trade secret, patent, trademark or other intellectual property rights (“IP Rights”) of WineAlign, its affiliates, or any third party, and, except as provided in these Terms of Service, the exercise of all such IP Rights in the services, products, processes or technologies described in the Site Content are expressly reserved to WineAlign, its affiliates, and/or any third party, as applicable.

Use of manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the Website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, the Website pages or the content included herein. You also agree not to “frame” or otherwise simulate the appearance or function of the Website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on WineAlign´s infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses or malware.

Any unauthorized use of any Site Content will violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.

NOTICES

WineAlign will give you any necessary notices by posting them on the Website. You authorize WineAlign to send notices via electronic mail as well if WineAlign decides, in its sole discretion, to do so. You agree to check the Website for notices, and that you will be considered to have received a notice when it is made available to you by posting on the Website.

DISCLAIMER OF WARRANTIES

ALTHOUGH WineAlign ENDEAVOURS TO PROVIDE CURRENT, ACCURATE AND RELIABLE INFORMATION ON THE WEBSITE, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE EVENTS OR THE ACCURACY, RELIABILITY OR ANY USE OF INFORMATION ON THE WEBSITE. WineAlign DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE, OR THE OPERATION OR FUNCTION OF THE WEBSITE, ANY COMPONENT THEREOF, OR ANY PRODUCTS, SOFTWARE OR SERVICES OFFERED IN CONNECTION THEREWITH, WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT DEFECTS THEREWITH WILL BE CORRECTED; OR THAT THIS SITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIR OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE WEBSITE. WineAlign AND ITS ADVERTISERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE WEBSITE. THE WEBSITE CONTENT PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE.

ALL WINES ADVERTISED ARE SUBJECT TO AVAILABILITY AT THE TIME YOUR ORDER IS RECEIVED. SHOULD A PRODUCT BE SOLD OUT WHEN YOUR ORDER IS RECEIVED THE REPRESENTING LICENSED WINE AGENT WILL CONTACT YOU TO A) DISCUSS A SUBSTITUTE WINE OR B) CANCEL YOUR ORDER.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WineAlign AND/OR ITS ADVERTISERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE USE OR PERFORMANCE OF THE WEBSITE, THE DELAY OR INABILITY TO USE THE WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY EVENTS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WineAlign OR ANY OF ITS ADVERTISERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS WineAlign´s LIABILITY OR YOUR REMEDIES.

Your use of the Website is governed by the WineAlign Privacy Policy.

It is imperative you take responsibility for the security of your username and password. Regardless of the location from which you are using the Website, it is important to log out after your session ends.

PRIVATE ORDERING THROUGH THE LCBO

When ordering a case of wine through the WineAlign Exchange program you grant authority to wine agency placing a private order to sign the private order form on your behalf as there is no mechanism to capture your physical signature in the online world. The private order will be signed by an agency employee or in the per procurationem manner.

SHARING OF PERSONAL INFORMATION WITH AGENCIES OR WINERIES

When ordering a case of wine through the WineAlign Exchange you grant authority to WineAlign to share the personal information you have entered with a specific winery or wine agency in order to place a case order on your behalf. The winery or agency requires this information in order to facilitate the sale of a case of wine with you. Your email address is included in this information and they may contact you to confirm details. They may also reach out to you see if you are interested in opting-in to their mailing list. The winery or agency must adhere to Canada’s CASL legislation.

TERMINATION OF YOUR WineAlign ACCOUNT

You agree that WineAlign may, with or without cause, immediately terminate your WineAlign account and/or access to the Website without prior notice. Without limiting the foregoing, the following will lead to a termination by WineAlign of a user´s account: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems. Termination of your WineAlign account includes removal of access to all wine offerings and use of the Website. Furthermore, you agree that all terminations shall be made in WineAlign´s sole discretion and that WineAlign shall not be liable to you nor any third-party for any termination of your account or access to the Website.

FORCE MAJEURE

WineAlign shall be excused from performance under this Terms of Service if WineAlign is prevented, forbidden or delayed from performing, or omits to perform, any act or requirement under this Terms of Service by reason of: (a) any provision of any present or future law or regulation, (b) any act or omission of a third party, or (c) any act of God, emergency condition, war, computer or telecommunications failure or other circumstance beyond the control of WineAlign.

GENERAL PROVISIONS

You agree that WineAlign may make improvements and/or changes in the Site Content and services or events described in this Website, if any, at any time without notice and without liability to you of any kind. You are responsible for compliance with applicable local laws, keeping in mind that access to the Website may not be legal by certain persons or in certain countries. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of WineAlign to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WineAlign in writing. The Terms of Service, along with the WineAlign Privacy Policy, comprises the entire agreement between you and WineAlign and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. These Terms of Service are personal to you and you may not transfer, assign, or delegate these Terms of Service to anyone without the express written permission of WineAlign. Any attempt by you to assign, transfer, or delegate these Terms of Service without the express written permission of WineAlign shall be null and void. These Terms of Service will inure to the benefit of WineAlign´s successors, assigns, and licensors. The paragraph headings in these Terms of Service, shown in boldface type, are included to help make the agreement easier to read and have no binding effect.

If you have any questions concerning these terms of service, please contact us at:

WineAlign
4195 Dundas St. West, Suite 222
Toronto, Ontario, M8X 1Y4
[email protected]