USER AGREEMENT BY THE MEMBER (Buyer/Seller/Supplier)
1. Bordeaux Vineyards undertakes to supply the Member (Buyer/Seller/Supplier) with a business to business e-commerce platform designed to optimise commercial trade between professional buyers, suppliers and sellers of Bordeaux wine and alcoholic beverages.
a) Through its platform, Bordeaux Vineyards offers the following services: i) Bordeaux Vineyards collates the Members (Seller/Buyer/Supplier) information on the site: ii) Bordeaux Vineyards provides access to the database of products and services offered by the Sellers/Suppliers: iii) Bordeaux Vineyards allows the exchange of information on-line: iv) Bordeaux Vineyards allows commercial transactions to be conducted on-line related to wines and alcoholic beverages services (hereinafter referred to as the "Services"). The Services are accessible through Bordeaux Vineyards Website, located at https://www.bordeaux-vineyards.com (hereinafter referred to as the "Site").
b) This Agreement establishes the terms and conditions for the use of the Site by the Member (Buyer/Seller/Supplier) (hereinafter referred to as the "Agreement"). Before being able to transact on the Site, the Member(Buyer/Seller/Supplier) must accept the terms and conditions of the Agreement and its Tariff fee (hereinafter referred to as the "Tariff plan(s)". By joining the Site, the Member (Buyer/Seller/Supplier) is deemed to have accepted them and has a legal obligation to comply with them in order to benefit from continuous access to the Site and Services. No change will be made to the Tariff plan(s) for the entire period of its validity, and it will remain available at all times for consultation under the "Dashboard" tab in the "Tariff plan(s)" . When the membership is renewed, the Member (Buyer/Seller/Supplier) will be informed of any change in the Tariff plan(s).
c) Bordeaux Vineyards may, upon thirty (30) days prior notice, change the terms and conditions of the Agreement concerning the conditions of use, the security standards, the protection of the confidentiality of Members (Buyer/Seller/Supplier) information and the Tariff Plan(s), subject to paragraph b) hereof, or in the event that any change is required by law.
2. CONDITIONS OF MEMBERSHIP
a) BORDEAUX VINEYARDS Site and Services are accessible to organisations, corporations and other business entities operating in the alcoholic beverages industry (hereinafter referred to as the "Members" (Buyers/Sellers/Suppliers).
b) Each “Member” (Buyer/Seller/Supplier) shall have his/her own user name, and password.
3. RESPONSIBILITIES OF BORDEAUX VINEYARDS
a) In addition to the Services offered pursuant to paragraph 1.a) hereof, BORDEAUX VINEYARDS undertakes to ensure the proper operation of the Site in order to provide access at all times to the Members (Buyers/Sellers/Suppliers), and in order to maintain and update its technical and functional infrastructure. In addition, BORDEAUX VINEYARDS undertakes to operate and manage the Site in a manner which ensures the security of the Site and of the Members(Buyers/Sellers/Suppliers) confidential information by adopting recognised security measures in the industry, such as without limitation, imposing measures for authentication, passwords, data encryption (which shall be regularly upgraded and managed in a manner which ensures that a follow-up is conducted regularly of log-ins, log-outs and attempts to log-in).
4. LIMITATION OF LIABILITY
a) The role of BORDEAUX VINEYARDS is limited to assisting Members(Buyers/Sellers/Suppliers) in conducting various commercial transactions between them. BORDEAUX VINEYARDS is not a party to transactions between Members (buyers/sellers/Suppliers). Consequently, BORDEAUX VINEYARDS makes no representation or warranty regarding the following: i) prices, terms of contracts, or the quality, security, conformity or legality of products offered for sale: ii) the capacity of Members (Buyer/Seller/Supplier) to sell or purchase products: iii) the conclusion and execution of sales: iv) the payment or compiling of offers made on the Site: v) the quality control, compatibility, security or legality of products offered on the Site, or the control of the truthfulness or accuracy of information displayed on the Site.
b) The Member hereby releases BORDEAUX VINEYARDS and agrees to hold it harmless against all claims, demands and damages of any kind or nature arising from paragraph 4.a) hereof. The purpose of this paragraph is not to exonerate BORDEAUX VINEYARDS from the damages which may be sustained by a Member (buyer/seller/supplier) due to the negligence of BORDEAUX VINEYARDS or its employees with regard to their obligations concerning the protection of confidential information.
c) The equivalencies between currencies and the costs appearing on the Site are supplied for reference purposes only and shall under no circumstances be considered binding upon BORDEAUX VINEYARDS.
d) The Site contains hyperlinks to sites belonging to third parties. BORDEAUX VINEYARDS neither endorses nor controls the information contained in these sites and makes no representation or warranty regarding the content or accuracy of the information contained in these sites.
5. MEMBER'S ACCOUNT (BUYER/SELLER) PASSWORD AND SECURITY
a) Access to and use of the Site are authorised through the combined use of a username and password. Each Designated Member (buyer/seller/supplier) shall have his own username and password, and is responsible for keeping them confidential.
b) BORDEAUX VINEYARDS may from time to time require the Member (buyer/seller/supplier) to change their usernames and passwords or adopt other measures to ensure the security of the Site. Each Member is fully responsible for the transactions made. The Member (buyer/seller/supplier) agrees to notify BORDEAUX VINEYARDS without delay of any unauthorised use of the Site or any other breach of security. Unauthorized access to the Site, or to the computer or telecommunications facilities for the purpose of gaining access to the Site, constitutes a breach of this Agreement.
6. MEMBER'S USER POLICY AND CONDUCT OF MEMBER
a) The Member shall use the Site solely for the purposes for which it is intended and in accordance with this Agreement. Consequently, the Member (buyer/seller/supplier) undertake: i) To comply with all laws and regulations in force, including, in particular, the laws relating to the sale and distribution of alcoholic beverages: ii) Not to impersonate any person, supply false information or otherwise misrepresent their affiliation with any person, organisation Site: iv) Not to display, promote or transmit information or materials on the Site of any kind or nature which may be unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racist or otherwise objectionable: v) Not to transmit or display any information or materials which encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any statute: vi) Not to interfere with the use or enjoyment of the Site by the other Members (buyers/sellers), conduct any survey, hold any contest, send any chain letter, or display or send e-mails or advertising messages through unsolicited mass mailings: vii) not to download or distribute files, in any manner whatsoever, that may be contaminated by viruses or corrupted or altered files, or any other similar software or program that could interfere with the functioning of the Site or the computers of third parties: xiii) Not to interfere with or disturb the functioning of the networks connected with the Site: ix) Not to disclose their passwords to third parties or use their passwords for unauthorised purposes.
b) The Member hereby releases BORDEAUX VINEYARDS and agrees to hold it harmless against all claims, demands and all damages of any kind or nature arising from section 6.a) hereof.
c) BORDEAUX VINEYARDS may request the Member to change any content that has posted on the Site to make it compliant with the terms and conditions hereof. Any refusal by the Member (buyer/seller/supplier) to comply with such a request may result in the termination of this Agreement.
d) The Member shall notify BORDEAUX VINEYARDS immediately of any breach of security or unauthorised use of its user (buyer/seller/supplier) account.
e) The Member (Buyer/Seller/Supplier) agrees that a fast response to requests and orders is essential to ensure the quality and performance of the Services. The Member (buyer/seller/supplier) agrees to respond to requests received through the Site as soon as possible, but in any event within seven (7) days at the latest following receipt of such request, failing which such request may be withdrawn from the Site.
7. INTELLECTUAL PROPERTY
a) The title, ownership rights and intellectual property rights to all content that is displayed or contained on the Site and supplied either by BORDEAUX VINEYARDS, a Member (buyer/seller) or a third party, shall remain the respective property either of BORDEAUX VINEYARDS, the Member (buyer/seller) or third party. However, BORDEAUX VINEYARDS is the holder of all the intellectual property rights to the compilations contained on the Site, as well as to the Site and the software supplied by BORDEAUX VINEYARDS (subject to the rights of third parties over such software, where applicable). This content is protected by the international laws and treaties dealing with intellectual property. The copying, modification, distribution, redistribution, use or publication of all or part of any content of the Site is strictly prohibited.
b) The viewing or downloading of any content gives the Member a limited, non-exclusive and non-transferable right to use the content solely for the purposes hereof and not for purposes of replication, distribution, assignment, sublicense, sale, preparation of derivative products, or any other purpose. It is prohibited to reproduce all or a part of the content in any form whatsoever, or to incorporate it into an electronic or mechanical information retrieval system for purposes of resale or distribution, except for the authorised purposes set out in this paragraph. The Member also undertakes not to reproduce all or a part of the content of the Site on another server without the prior written consent of BORDEAUX VINEYARDS.
c) The Member hereby releases BORDEAUX VINEYARDS and agrees to hold it harmless against all claims, demands and all damages (including the judicial and extrajudicial costs of lawyers and experts) resulting from the violation or infringement of an intellectual property right in the products and services offered by the Member (buyer/seller/supplier).
a) The Member undertakes to indemnify BORDEAUX VINEYARDS for all claims or demands made by third parties resulting or arising from the use of the Site and Software of BORDEAUX VINEYARDS by the Member (buyer/seller), the Member's (buyer/seller) failure to comply with the Agreement, or the violation, by the Member (buyer/seller/supplier) or any person using the Member’s (buyer/seller/supplier) computer, of the Site or Software of BORDEAUX VINEYARDS.
a) The Member's (buyers/sellers/supplier) right to use the Site is non-assignable and non-transferable.
10. TOTAL AND LIMITED LIABILITY OF THE PARTIES
a) Neither BORDEAUX VINEYARDS nor the Member (buyer/seller/supplier) shall be held liable or be obligated to indemnify the other for indirect, incidental, special, exemplary or punitive damages.
b) Subject to the law applicable in some countries, the total cumulative liability of BORDEAUX VINEYARDS or the Member (buyer/seller) resulting from this Agreement shall not under any circumstances exceed the aggregate of the amounts paid by such Member(Buyer/Seller/Supplier) for the use of the Site under this Agreement.
11. TERMS OF AGREEMENT
a) The Agreement and Tariff plan Schedule shall take effect upon the acceptance of the Agreement by the Member and terminate either six (6) months or twelve (12) months or always thereafter, depending on the term selected by the Member, subject to the renewal clause set forth in paragraph 11.b below.
b) BORDEAUX VINEYARDS shall send a renewal invoice to the Member at least thirty (30) days prior to the renewal date, and the Member shall pay such invoice before the renewal date, failing which the Agreement shall not be renewed and BORDEAUX VINEYARDS may refuse access by the Member to the Site. However, if for any reason whatsoever the Member continues to access the Site despite the non-renewal of the Agreement, the Member shall then be fully responsible for the activities and transactions conducted by it or in its name, and the Member shall then pay the Tariff plan for such activities and transactions.
a) All notices to be communicated to a party shall be made in writing and sent by e-mail, if intended for BORDEAUX VINEYARDS, to the address email@example.com, and if intended for the Member (buyer/seller/supplier), to the designated e-mail address supplied by it to BORDEAUX VINEYARDS for this purpose at the time of its registration, or to any other address specified by one of the parties. A notice is deemed to have been given 48 hours after the e-mail is sent, unless the sender is informed that the e-mail address is invalid. Notices may also be sent by pre-paid mail to the postal address of BORDEAUX VINEYARDS below or to the address supplied by the Member (buyer/seller/supplier) at the time of its registration. BORDEAUX VINEYARDS may also broadcast notices and messages on the Site, which shall constitute notice to the Member (buyer/seller/supplier).
13. GOVERNING LAW
a) This Agreement is governed by the laws in force in France, and only the courts with jurisdiction in the judicial district of Bordeaux, (France) shall have jurisdiction to decide any litigation or dispute resulting from this Agreement.
14. EXCLUSIVITY OF INFORMATION
a) BORDEAUX VINEYARDS undertakes, in accordance with a resolution of the board of directors adopted in Bordeaux, France, and subject to paragraph 15.b hereof, not to disclose the content, information and data concerning the transactions of the Members (buyer/seller/supplier) of BORDEAUX VINEYARDS, or which are specific to the business or affairs of the Member(Buyers/Seller/Supplier), to any person, including present or future shareholders of BORDEAUX VINEYARDS, without the Member's (buyer/seller/supplier) consent.
b) BORDEAUX VINEYARDS undertakes to adopt the necessary measures recognised in the industry to protect access to the Member's (Buyer/Seller/Supplier) confidential information. BORDEAUX VINEYARDS undertakes to request the Member's (buyer/seller/suppliers) authorisation before any disclosure of confidential information belonging to it, unless: i) The information is in the public domain without violation of the confidentiality undertakings: ii) The information must, according to law, be disclosed to a person authorised to receive it: iii) The information is required pursuant to the regulations relating to a securities commission, and in general, pursuant to any legislation applicable to publicly listed companies: iv) The information is required for the purposes of legal action against either party before a tribunal or any government authority with investigative powers: v) The information is required by the agents, mandataries, subcontractors, consultants, insurers, bankers or legal advisors of a party, on condition however that such disclosure is limited to the information that is strictly necessary for the exercise of their functions: vi) The information is obtained by a third party without a violation of a confidentiality undertaking, or: vii) The information is already known to the party receiving it.