7. Suspension or Termination of Service; Disclaimer.

Vinloq has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site and/or the App. Vinloq shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).

8. Products and Services.

Vinloq or its affiliates or licensees might offer, sell, license, or otherwise make available various products or services (which may include Vinloq’s own products and services or the products and services of third parties) on, through, or in relation to the Site and/or the App, some of which might only be made available to you upon completion and submission of an online form or other instructions provided to you by Vinloq or which may be available exclusively online or in limited quantities on or through the Site and/or the App. Vinloq has the right to refuse its products and services to you or to any geographic region or jurisdiction, including if it suspects that you are in any way involved in fraudulent or illegal activity and may contact your payment method issuer, law enforcement, or others and share information relating to your payments, as applicable, if Vinloq believes doing so will prevent a violation of the law or financial loss. Prices for, and descriptions of, any products or services offered on or through the Site and/or the App are subject to change without notice and at the sole discretion of Vinloq. Vinloq reserves the right to discontinue any product or service at any time. 

9. Payments.

a. Sales Transactions. Sales transactions conducted on or through the Site and/or the App will take place through a third-party online shopping cart system (the “Shopping Cart”) and will be subject to any additional terms and conditions of the third-party vendor hosting the Shopping Cart. Once you proceed to “check-out” or the like, you will be able to review your order, update quantities, remove items, and enter promotional codes, if any, as applicable. Vinloq’s relationship with its third-party payment processing vendor(s), if any, is merely contractual in nature, as it is nothing more than a third-party vendor and is in no way subject to Vinloq’s direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors or the like.

b. Cancellation of Transactions. Vinloq reserves the right to refuse any order you place. Vinloq may, in its sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same User Account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Vinloq makes a change to or cancels any of your orders, Vinloq may attempt to notify you by contacting the billing address, phone number, or email provided at the time the order was placed. Vinloq further reserves the right to limit or prohibit orders that, in Vinloq’s sole discretion, appear to be placed by dealers, resellers, or distributors.

c. Payment Authorization. If you provide Vinloq with your payment information, then you authorize Vinloq to do the following as Vinloq deems necessary, although Vinloq has no obligation to do so: (i) share your payment information with its third-party payment processing vendor(s); (ii) obtain your updated payment information from your payment issuer and/or Vinloq’s third-party payment processing vendor(s); and (iii) use your payment information to charge payments that accrue under your accounts with Vinloq in accordance with these Terms.

d. Payment Obligations. You agree that you are responsible for the payment of all amounts that accrue under your account(s) with Vinloq, the Site, the App, or in relation to the performance of the Services, if any. You also agree to be responsible for all payments, fines, penalties and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Site and/or the App, including, without limitation, all fees, penalties, taxes and duties; and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any overdue amounts.

e. Waiver of Claims in Connection with Unauthorized Payments. To the fullest extent permitted by law, you agree to waive all claims against Vinloq and its affiliates related to any unauthorized payments made on, through, or in relation to your account(s) with Vinloq, Vinloq’s third-party sellers and payment processing vendor(s), any other third-party providers, or any other person or entity, regardless of whether they are authorized or unauthorized.

f. Accurate Payment Information. You represent and warrant to Vinloq that any payment information you provide on or through the Site and/or the App is current, complete, and accurate, and that you will promptly notify Vinloq if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

g. Limited Refunds. All payments of any amounts made on, through, or regarding the Site, the App, or any products or services offered, marketed, sold or provided on, through, or in relation to the Site or the App (including, without limitation, the Services) are final, irrevocable, and not subject to or eligible for refund or return, in whole or in part, unless otherwise expressly stated in this Agreement or as provided in the Site’s and the App’s Shipping & Return Policy.

h. Additional Information. Additional information regarding the practices and policies of Vinloq concerning orders and shipping can be found on the Site and the App, including the FAQs listed on the Site and the App, which may be updated from time to time by Vinloq at its sole discretion.

10. Electronic Communications.

a. ExpressConsent.  You hereby expressly consent to Vinloq sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters or other informational purposes) via any electronic means or forms as Vinloq deems appropriate in its sole discretion, whether through the Site, the App, through your User Account, by personal communication, by email, by automatic telephone dialing system, by telephone, by artificial or prerecorded voice, by online social media, by text message (e.g. short message service a.k.a SMS, and multimedia messaging service a.k.a MMS), or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for the purchase or license of any Vinloq products or services.

b. Email Opt-Out.   You may opt-out of receiving any electronic messages from Vinloq as described in Section 10(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an e-mail to [email protected] with a subject line of “Opt-Out of Electronic Communications”. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, the App, and/or your ability to receive certain messages or notifications from Vinloq.

11. Prohibited Activities. 

You shall not engage in any of the following activities at any time with respect to the Site and/or the App: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Vinloq or its licensors with respect to the Site); (c) the reproduction of the Site, the App, or any communications, information or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Vinloq herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer, or randomly generated content; (g) supplying or publishing any information or statements on, through, or in relation to the Site and/or the App that is false, misleading, deceptive, or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (i) the systematic retrieval or copying of any information or content found on, through, or in relation to the Site, the App, or their respective servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (j) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Site, the App, or their respective servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through, or in relation to the Site, the App, or their respective servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, the App, or their respective servers; (m) any act that gains or attempts to gain unauthorized access to computer systems, networks, information, or materials on, through, or in relation to the Site, the App, or their respective servers; or (n) any other act that Vinloq becomes aware of and believes in good faith is improper, illegal, or harmful to the Site, the App, their respective servers, or any person, entity, or property.

12. Links to Other Sites, Apps, Networks, Platforms and Servers.

a. Linked Technologies. The Site, the App, or any communications sent on, through, or as a function of the Site and/or the App may contain links to third-party websites, networks, platforms, servers, or applications, and, similarly, third-party websites, networks, platforms, servers, applications, or communications may contain links to the Site and/or the App (collectively, “Linked Technologies”). The Linked Technologies are not under the control of Vinloq, the Site, or the App, and any such communications contain the outgoing links as a convenience to you, if for any purpose.

b. Disclaimer About Linked Technologies. Vinloq is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content). Vinloq does not make, nor has Vinloq made, any representations or warranties (whether express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Site and/or the App may link to or from any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.

13. Take Down.

Vinloq reserves the right, but not the obligation, to take down or otherwise exclude from the Site or the App, without notice or recourse, any communications, statements, names, photographs, information, and/or content made or submitted by you or others on or through the Site or the App that Vinloq believes, at any time and in its sole discretion, to be infringing or otherwise in violation of the proprietary rights, the right of privacy, or the right of publicity of any person or entity; defamatory, disparaging, or embarrassing of or towards any person or entity; profane, indecent or obscene; derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; false, misleading or deceptive; or otherwise illegal or something that Vinloq considers unsuitable for the Site or its users. 

14. User Representations, Warranties, and Covenants.

You represent, warrant and covenant to Vinloq that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand these Terms in its entirety; (c) you have the full right and authority to enter into and abide by these Terms; (d) you understand and acknowledge that, by accepting the Terms, you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, these Terms; (f) you will not violate any applicable international, federal, state, or local laws which may concern the Site, the App, their respective servers, or any information, communications, or content found on or through them; (g) you are the exclusive owner of all rights, title, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity, and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) Vinloq is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under these Terms; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Vinloq in connection with your access or use of the Site, the App, and/or the Services is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties.

15. Disclaimers and Limitations.

a. General Disclaimer.  Your access or use of the Site, the App, or any products or services made available to you on, through, or in relation to the Site and/or the App (including, without limitation, the Services) in any way is done at your own risk. The Site, the App, those products and services (including, without limitation, the Services), the success or performance of the Site, the App, or those products and services (including, without limitation, the Services) and all information, communications, content and features offered, marketed, sold, provided, licensed or made available on, through, or in relation to the Site, the App, or those products and services (including, without limitation, the Services) are provided to you on an “as is”, “where is”, “as available”, and “with all faults” basis and without any warranty. Vinloq does not make, nor has Vinloq made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written, or express or implied) to you with respect to the Site, the App, any of those products and services (including, without limitation, the Services), any such information, communications, content, and features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety. Vinloq expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, performance, functionality, quality, completeness, accuracy, reliability, and safety) and warranties arising from conduct, course of dealing, custom and usage in trade with respect to the Site, the App, those products and services (including, without limitation, the Services), any such information, communications, content or features and their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, and safety. Vinloq does not make, nor has Vinloq made, any affirmation of fact, promise or warranty (whether express, implied, or otherwise) relating to the Site, the App, those products and services (including, without limitation, the Services), or any such information, communications, content, or features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety that extends beyond the face of these Terms or that has become any basis of any bargain. Notwithstanding the foregoing or anything else herein to the contrary, this Section 15(a) is subject to any limited warranties that Vinloq may list or otherwise provide on the Site and/or the App, which may be updated or modified from time to time by Vinloq in its sole discretion.

b. Disclaimer About System Delays. You understand and acknowledge that the Site and/or the App may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Vinloq’s control. Accordingly, Vinloq shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities or damages associated with the Site and/or the App which result from any system delays, downtimes, interruptions, or other failures of, or problems with, the Site and/or the App which are outside of Vinloq’s control (including, without limitation, scheduled maintenance or network failure).

c. Disclaimer About Certain Information, Communications and Content. Any opinions, advice, reviews, statements, offers, or other information, communications or content found on, through or in relation to Vinloq, the Site, the App, the Services, or any third-party providers (including, without limitation, online forums, other websites, advertisements, and social media pages) are those of their respective authors, and not necessarily those of Vinloq. Such authors are solely responsible for the accuracy of such information, communications, or content. Vinloq does not guarantee, adopt or endorse the accuracy, completeness, reliability, or usefulness of any such information, communications, or content, even if Vinloq is the author. Vinloq is not responsible for the accuracy, completeness, reliability or usefulness of any such information, communications, or content. Under no circumstances shall Vinloq be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications, or content.

d. Limitation of Liability.  In no event shall Vinloq, any of Vinloq’s parents, subsidiaries, or other affiliates, or any of their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs, or repair costs) caused by or arising from or in connection with: (i) your access or use of the Site or the App, or your inability to access or use the Site, the App, or the Services; (ii) any products or services (including, without limitation, the Services) made available on, through, or in relation to the Site and/or the App; (iii) any statements, content, or conduct of any third party on, through or in relation to the Site, the App, or any such products or services (including, without limitation, the Services); (iv) any unauthorized access to or alteration of your personal information; (v) any hacking, denial of service attacks, data security breaches or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s) or network(s); (vi) any transmission, download or infection of any software, system, program, file, process, device, application or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (vii) the fact that you have relied on any information, content or communications published on, through or in relation to the Site, the App, or any such products or services (including, without limitation, the Services); or (viii) any acts, errors or omissions of any third-party providers. If you are dissatisfied with the Site, the App, or any products or services offered, sold, licensed, or made available on, through, or in relation to the Site and/or the App (including, without limitation, the Services), then your sole and exclusive remedy is to discontinue your access and use of the Site, the App, and such products and services (including, without limitation, the Services).

e. Limitation of Remedies. If Vinloq breaches or otherwise violates these Terms, then in no event shall you be entitled to recover any special, incidental, consequential, speculative, exemplary, or punitive damages arising out of or in relation to such breach or other violation, even if Vinloq has been notified of the possibility of such damages.

f. No Injunctive Relief. If Vinloq breaches or otherwise violates these Terms, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site, the App, and/or any products or services made available on, through, or in relation to the Site and/or the App (including, without limitation, the Services) as a result of such breach or other violation. The foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by these Terms); provided, however, that any such non-precluded cause of action or claim in connection with such monetary remedies must be commenced within one (1) year after the cause of action or claim accrues, or else such cause of action or claim is permanently barred.

g. Consumer Protections.  The disclaimers and limitations set forth in this Section 15 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

16. General Release of Claims.

You hereby release and hold harmless Vinloq, Vinloq’s parents, subsidiaries, and other affiliates, and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Site, the App, the products or services made available on, through, or in relation to the Site and/or the App (including, without limitation, the Services), and/or the rights and privileges granted or conveyed by you under the Terms (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives, or marketing of the foregoing). Further, you waive your right to, and in no event shall you seek to, (a) enjoin Vinloq, any of Vinloq’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or (b) exercise any of the rights or privileges granted or conveyed by you under these Terms (including, without limitation, the User Materials).

You also hereby waive any rights you may have under Section 1542 of the California Civil Code and any other statute or common law principle of similar effect, which provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”.

17. Indemnification.

You hereby agree to indemnify, release, and hold harmless Vinloq, Vinloq’s parents, subsidiaries, and other affiliates, and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Site, the App, or any products or services made available on, through, or in relation to the Site and/or the App (including, without limitation, the Services) in any manner contrary to these Terms, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of these Terms.

18. Force Majeure.

Vinloq shall not be liable for delays in performance caused by any act of God, fire or other casualty, accident, strike, shortage of labor or materials, governmental action, industrial disturbance, pandemic, epidemic, or any other cause beyond Vinloq’s reasonable control, and the time for Vinloq’s performance shall be extended by the period of any such delay. Vinloq reserves the right to apportion its production among its customers as it may determine.

19. Termination; Survival.

If these Terms are terminated for any or no reason, then all rights granted to you under the Terms shall automatically revert back to Vinloq, and the following shall survive in perpetuity:  (a) all defined terms under these Terms; (b) all rights and privileges under these Terms which were granted to or accrued in favor of Vinloq, any of Vinloq’s parents, subsidiaries, or other affiliates, or any of their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under these Terms.

20. Governing Law.

This Agreement, the additional terms, conditions, and policies referenced herein (including the Site’s and the App’s Privacy Policy and Shipping & Return Policy), your access or use of the Site, the App, or any Services, your registration with the Site, the App, any transactions made on, through, or in relation to the Site and/or the App, any products or services purchased on, through, or in relation to the Site and/or the App (including, without limitation, the Services), the Parties’ relationship, and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) is governed by the laws of the Commonwealth of Massachusetts in the United States of America and the applicable federal laws of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis.  

21. Dispute Resolution.

a. Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies and claims arising from or concerning this Agreement, any additional terms, conditions or policies referenced in these Terms (including the Site’s and the App’s Privacy Policy and Shipping & Return Policy), your access or use of the Site, the App, or the Services, any transactions made on, through, or in relation to the Site, the App, any products or services purchased on, through, or in relation to the Site and/or the App (including, without limitation, the Services), and/or the Parties’ relationship (whether grounded in contract, tort, statute, law, or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes. The arbitration shall be binding, final, and confidential. Each Party acknowledges and agrees that he/she/it is waiving the right to a trial by jury or to participate as the member of a class in any purported class action proceeding.

b. Arbitration Rules. The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler.  If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or these Terms, then the conflicting provision of these Terms shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence.  The construction, interpretation, and enforcement of this Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

c. Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in Norfolk County, Massachusetts, United States of America.  The arbitration shall be conducted in the English language.  The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration.  All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator.  The arbitrator may construe or interpret, but shall not vary or ignore, these Terms and shall be bound by applicable law.

d.Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and, in any event, not more than forty-five (45) calendar days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for his/her decision. The arbitrator shall have no authority to award punitive, exemplary, or consequential damages, unless such an award is authorized by applicable law. The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under these Terms or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 21. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the Commonwealth of Massachusetts, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award, or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award, or other determination of the arbitrator shall be filed under seal. 

e. Arbitration Fees and Expenses.  JAMS’s administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under these Terms or applicable law.

f. Litigation; Waiver.  In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to these Terms or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of Norfolk County, Massachusetts, United States of America and the United States federal courts in the Brookline District of Massachusetts, Brookline Division, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.

g. Waiver of Jury Trial and Class Action. Regardless of whether a particular dispute is subject to arbitration or litigation, and to the fullest extent permitted by law, each Party does hereby waive his/her/its right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding, or to name unnamed members in any purported class action or other proceeding.

22. Notice.

Unless otherwise expressly stated in these Terms, Vinloq may give or deliver all other notices to you by means of a general notice posted on this or another page of the Site, the App, as applicable, or by email to your email address as you may provide to Vinloq on or through the Site and/or the App, and such notices shall be deemed effective as of their stated effective dates.

23. Miscellaneous.

a. Relationship. In no event shall these Terms, the performance of a Party’s rights or obligations under these Terms, the Site, or the App, or a Party’s access or use of the Site, the App, or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between you and Vinloq.

b. Electronic Signatures. If your acceptance of these Terms is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to these Terms. If your electronic signature is not required to evidence or facilitate your acceptance and agreement to these Terms, you agree that the conduct described in these Terms as relating to your acceptance and agreement to these Terms alone suffices.

c. Excused Performance. Vinloq is hereby excused for any failure to perform under these Terms to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

d. No Waiver. No failure or delay to exercise any right, remedy, power, or privilege arising from or in connection with these Terms will operate or be construed as a waiver thereof, except as otherwise expressly stated in these Terms. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

e. Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under these Terms without Vinloq’s prior written consent in each instance.

f. Construction and Interpretation. These Terms shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

g. Headings. Section headings are inserted in these Terms for reference and convenience only and shall not interpret, define, limit, or describe the scope, intent, terms, or conditions of these Terms.

h. Severability. If any term or condition of these Terms is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of these Terms.

i. Entire Agreement. These Terms, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including the Site’s and/or the App’s Privacy Policy and Shipping & Return Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter, and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

24. Contact Us.

Please direct any questions you may have about the Site, the App, or these Terms to [email protected] with a subject line of “Website Question”. The foregoing contact information may change from time to time by supplementation, amendment, or modification of these Terms.

These Terms of service were last updated on February 12, 2021.