USERS AND MEMBERS' AGREEMENT

Last Updated: October 17th, 2008

Welcome to the Terms of Use for WineAlign.com, which comprise the terms of an agreement between Users or Members of our Website, and WineAlign. Users of our website ("Site") are provided with a wide variety of information and services, including search capabilities, access to reviews by WineAlign, Users and Members, ability to submit reviews for other users, and shopping opportunities (collectively the "WineAlign User Service"). WineAlign performs a qualitative analysis on data from all sources in order to compile the information on the Site. Members of the Site have access to an expanded selection of services (“WineAlign Member Services”). In either case, the purpose of the WineAlign qualitative analysis of data from all sources and compilation of the information on this Site, is to enable and facilitate purchases of wine by Users or Members from the Liquor Control Board of Ontario ("LCBO") or the British Columbia Liquor Distribution Branch ("BCLDB").

Whether you are a User or a Member, you are agreeing to comply with and be bound by the following terms of use. You are also instructing WineAlign to perform its qualitative analysis on all data received from all sources for the purposes of compiling information on the Site, for the purposes of enabling and facilitating purchases of wine from the LCBO or BCLDB. Each User and Member hereby confirms that it is an LCBO or BCLDB customer.

Please review the following terms carefully. If you do not agree to these terms, you are prohibited from using this Site and you should not apply for Membership.

We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this Site. Your continued use of the WineAlign User Service or WineAlign Member Service indicates your acceptance of the amended Terms of Use.

The term "WineAlign" or "us" or "we" refers to the owner of the Site, WineAlign, Inc. The term "you" refers to the user or viewer or Member of our Site.

Limitations of Use

Your license for access and use of the WineAlign Site and any information, materials and documents therein are subject to the following restrictions and prohibitions on use: a)You may not copy, reproduce, distribute, republish, display, post, or transmit any material contained on the Site in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of WineAlign; b) You may not use the Site or any materials obtained from the Site to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, lease, license, rental, subscription, or any other commercial distribution mechanism. You also may not "mirror" any material contained on the Site on any other server. Any unauthorized use of any content on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.

Access to Service

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

Links to Third Party Sites

The Site may contain links to web sites controlled, owned, and operated by third parties (the "third-party sites"). WineAlign cannot control and has no responsibility for the accuracy or availability of information provided on the third-party sites. You acknowledge that use of any third-party sites 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 this Site. We are not responsible for the content of any third-party web sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy of such content) on any third-party web sites, 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.

Reviews

By submitting reviews, ratings or other content to WineAlign through this Site (collectively, "Submissions"), you are granting to WineAlign a non-exclusive, royalty-free, worldwide and irrevocable license to use, display, reproduce, sublicense, transfer, modify and publish all or any portion of such Submissions in connection with the Site; and representing and warrantying that you have the right to do so. WineAlign shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by WineAlign or as otherwise required by applicable law. Nothing herein contained shall be construed as limiting WineAlign's responsibilities and obligations under its Privacy Policy.

Indemnification

By accepting the Terms of Use, you agree to indemnify and otherwise hold harmless WineAlign, Inc., its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from your use of the WineAlign Site.

Termination

You agree that WineAlign may, with or without cause, immediately terminate your WineAlign account and/or access to the WineAlign Service without prior notice. Without limiting the foregoing, the following will lead to a termination by WineAlign of a user's use of the WineAlign Service (a) breaches or violations of this Terms of Use 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 offerings within the WineAlign Service and may also bar you from further use of the WineAlign Service. 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 WineAlign Service.

You further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights or claims, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant WineAlign all of the license rights granted herein; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; and (iv) impersonate another person.

Messages Prohibited Content

Our goal is to promote the free-flowing exchange of expression relating to Users or Members’ interests, activities and hobbies while maintaining high standards of respect and decency. In order to attain this goal, and in addition to the other content and/or action restrictions set forth in these Terms of Use, the following content is prohibited in WineAlign Messages and is similarly prohibited in Submissions:

Content that has as its sole or primary purpose to advertise a particular product or service that, in the sole judgment of WineAlign, does not otherwise have redeeming value to the community. WineAlign may allow the uploading of some such content for a fee, at its sole discretion. Such advertising content may be treated differently than other content (i.e. through indications that it is an advertisement, or exclusion from some indices or searches).
Content involving nudity, including but not limited to, nudity or partial nudity of children of any age.
Content that exploits children or minors or that discloses any personally identifying information beyond a first name about persons under the age of 18.
Content that disseminates personal information about another individual for malevolent purposes, including libel, slander, defamation or harassment.
Content that is or may be deemed to be grossly offensive to the online community, including but not limited to, blatant expressions of bigotry, prejudice, racism, hatred and profanity.
Content promoting or providing instructional information about illegal activities.
Content depicting cruelty to animals.
Content intended to abuse, harass, stalk, threaten or otherwise violate the legal rights of others (such as the rights of privacy and publicity).
Content that violates any applicable laws or regulations not specifically referenced herein.

DISCLAIMER OF WARRANTIES

NONE OF WINEALIGN, ANY OF ITS AFFILIATES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE "WINEALIGN PARTIES") GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT AND WINEALIGN DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.

THIS SITE AND ALL OF THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT. WINEALIGN PARTIES DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

WINEALIGN MAY DISCONTINUE OR MAKE CHANGES IN THE CONTENT AND SITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND WINEALIGN PARTIES DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. WINEALIGN RESERVES THE RIGHT TO TERMINATE ANY OR ALL SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR TYOPOGRAPHICAL ERRORS. USE OF THIS SITE IS AT YOUR OWN RISK.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL WINEALIGN PARTIES BE LIABLE FOR ANY DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF WINEALIGN PARTIES, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. WINEALIGN IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE OR TO SURRENDER YOUR MEMBERSHIP. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT WINEALIGN PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW..