Terms & Privacy

LAST UPDATED: November 12, 2024

Welcome, and thank you for your interest in New WineBid Inc ("WineBid," "we," "our," or "us") and our website at www.WineBid.com ("WineBid Website"), along with our related websites, hosted services, mobile or other downloadable applications, and other services provided by us (collectively, the "Service"). These Terms and Condition are a legally binding contract between you and WineBid regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING WINEBID’S PRIVACY POLICY (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND WINEBID’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY WINEBID AND BY YOU TO BE BOUND BY THESE TERMS.

ELIGIBILITY NOTICE: YOU MUST BE AT LEAST 21 YEARS OLD TO USE THE SERVICE. BY PLACING BIDS IN OUR AUCTIONS, OR PLACING BUY NOW PURCHASE ORDERS, YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 21 YEARS OLD, AND THAT THE PERSON TO WHOM WINE WILL BE DELIVERED IS ALSO AT LEAST 21 YEARS OLD.

AUCTION NOTICE: ALL SALES ARE FINAL AND BIDS CANNOT BE RETRACTED OR CANCELED. NOTE THAT A 17% COMMISSION PAYMENT IS ADDED TO YOUR FINAL PAYMENT AMOUNT UPON WINNING AN AUCTION , DISCUSSED FURTHER BELOW.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 18, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND WINEBID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

SELLING WINE: IF YOU CHOOSE TO SELL WINE (DEFINED BELOW) ON THE SERVICE, YOU MUST ALSO AGREE TO EITHER (i) WINEBID'S SELLER’S AGREEMENT ("SELLER'S AGREEMENT"), WHICH MAY BE PROVIDED TO YOU AS A PHYSICAL COPY FOR YOU TO EXECUTE, OR (ii) WINEBID'S CLICK2CONSIGN AGREEMENT ("C2C AGREEMENT"). BOTH THE SELLER'S AGREEMENT AND C2C AGREEMENT ARE ADDITIONAL TERMS (DEFINED BELOW) AND SUPPLEMENT THESE TERMS. IN THE EVENT THERE IS A CONFLICT BETWEEN THESE TERMS AND THE C2C AGREEMENT OR SELLER'S AGREEMENT, THE TERMS OF THE C2C AGREEMENT OR SELLER'S AGREEMENT WILL PREVAIL.

1. WineBid Service Overview. WineBid provides an online platform for the sale, consignment, auction, and purchase of bottle(s) of wine and related items ("Wine").

2. Eligibility. You must be at least 21 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 21 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration. To access most features of the Service, you must register for an account on the Service ("Account"). When you register for an Account, you may be required to provide us with some information about yourself, including your name and email address. If you wish to participate in Auctions (defined below) or utilize the Buy Now feature (defined below), you will also need to provide certain payment details, including a valid credit card, debit card, or PayPal account ("Payment Details"). You agree that all information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your Account and password, and you accept responsibility for all activities that occur under your Account. If you believe that your Account is no longer secure, then you should immediately notify us at service@winebid.com.

4. Purchasing Wine on the Service

4.1 Purchasing Wine. For more details on Auction terminology used in these Terms and on the Service, please visit https://www.WineBid.com/Help/AuctionTerminology. For more information and answers to frequently-asked questions regarding Auctions, please visit https://www.WineBid.com/FrequentlyAskedQuestions

4.2 Ownership & Title. Title to and ownership of Wine will pass from Seller (defined below) to Buyer (defined below) in California only upon full payment of the Purchase Price (defined below) or Buy Now Price (defined below), as applicable. Wine is deemed delivered to Buyer in California, except Wine that is delivered pursuant to a direct shipping permit as further described in Section 4.14 . No property will be released to the Buyer’s account at Global Storage Network (see 4.11 below) until WineBid receives any applicable state and local taxes or compensating use taxes of another state that WineBid may be required by law to collect. If you are a Buyer located outside of the U.S., please note that WineBid reserves the right to require payment by wire transfer for the full Purchase Price or Buy Now Price, as applicable, prior to release of Wine to your account at Global Storage Network.

4.3 Auctions. You may be able to view, participate in, and purchase Wine via public, week-long, online auctions listed on the Service (each an "Auction"). The specific Wine up for bidding and purchase in an Auction is called a "Lot." For each Auction, WineBid acts as the auctioneer ("Auctioneer") and agent for the person or entity selling the Lot ("Seller"); the contract for the sale of a Lot is purely between Seller and the person or entity who wins the applicable Auction ("Buyer"). All Auctions are conducted in U.S. dollars. You cannot cancel a bid once placed, and all sales at Auction are final. By participating in an Auction, you agree to accept the Lot "AS-IS." Auctions will include a minimum price threshold (the "Reserve Price"), which must be met in order for the applicable Lot to sell at Auction. A bid cannot be placed that is below the Reserve Price.

4.4 Bidding Process. In order to place a bid in an Auction, you will need to register for an Account and provide approved Payment Details. In order to purchase a Lot at Auction, you must submit the final highest bid ("Final Bid") that is
(i) accepted by Auctioneer and
(ii) matches or exceeds the Reserve Price.
When you place a bid, you are committing to purchase the Lot, and if your bid is the Final Bid, you agree that you will be charged and will remit the Purchase Price (defined below) . Auctioneer may accept, decline, or challenge any bid, and set bidding increments, as Auctioneer determines in its sole discretion. Further, you acknowledge that Auctioneer has the right, but no obligation, to rescind the acceptance of any bid in its sole discretion, and may place previously auctioned Lots back up for Auction regardless of whether bids were previously placed on such Lots. You acknowledge and agree that Auctioneer’s decisions on all bidding disputes are final. Any bid retraction or sale cancellation that may be granted as an exception to these Terms is subject to a processing fee of no more than 10% of the total value of the canceled bid. If Auctioneer chooses to cancel your bid or Final Bid for cause, you may be subject to a processing fee of no more than 10% of the bid or Final Bid. If two bidders tie with the same bid amount, then the earliest bid placed between the two becomes the Final Bid and wins the Auction. You can subscribe to receive email notifications of when you’ve been outbid at https://www.WineBid.com/Account/UpdateNotifications, but WineBid is not responsible for failure to provide notification. Please see https://www.WineBid.com/Help/BiddingAndBuyNow for more information regarding the bidding process on the Service.

4.5 Max Bid. You may be able to set a maximum amount that you are willing to pay for a Lot ("Max Bid"). If you set a Max Bid, you hereby authorize the Service to automatically increase your bid on your behalf on the applicable Lot you’ve selected up to your Max Bid. Your Max Bid is not visible to other bidders if it is greater than the Reserve Price; however, other bidders will be able to see a bid that has been entered for at least the Reserve Price.

4.6 Bidding on Lots with Multiple Items. Some Lots may contain multiple bottles of Wine, and it is possible to only win a portion of such Lots. When a Lot contains multiple items, your bid will increase automatically on all items in that Lot that you have bid on. Bidders cannot win bottles at different amounts within the same Lot. Your Max Bid will automatically compete on your behalf with the highest bidder on a Lot until their maximum bid is exceeded, or until your Max Bid is reached, even if this is not enough to beat the winning bidder. If your updated bid exceeds all winning bidders' maximum bids, then you will be winning the full quantity you entered at one bid increment above the previous winning bidder's maximum bid amount. If your updated bid is below a winning bidder's maximum bid, then you will still be partially winning, but your winning bid increases to the Max Bid you entered. Winners are determined based on the bid amount. If two bidders tie with the same amount, then the earliest bid placed wins the tie. If you are outbid you can be notified by email by subscribing to outbid notifications, except during Overtime Bidding, when such notifications are not sent. For more information, please visit https://www.winebid.com/FrequentlyAskedQuestions.

4.7 Overtime Bidding. Lots that receive a bid in the last three minutes of the weekly Auction (from 6:57pm PT – 7:00pm PT) are eligible for a separate bidding process called "Overtime Bidding." During Overtime Bidding, there is an initial three-minute window (7pm PT – 7:03pm PT) where eligible bidders ("Overtime Bidders") can place bids. In order to be an Overtime Bidder, you must have (i) already bid on the Lot, or (ii) been tracking the Lot during the regular weekly Auction via the "track" functionality on the applicable Auction page. If there are no new bids after the first three minutes of Overtime Bidding, the Auction will close at 7:03pm PT. If new bids are placed during the first three minutes of Overtime Bidding, then starting at 7:03pm PT, the Auction will continue for 30-second intervals that restart every time a new bid is placed, and the Auction will end at the earlier of (a) when a 30-second interval elapses without a new bid being placed and (b) 7:07pm PT. Outbid and bid confirmation notifications will not be sent during Overtime Bidding. Please see https://www.WineBid.com/OvertimeFrequentlyAskedQuestions for more information on Overtime Bidding.

4.8 Auction Purchase Price. If you win an Auction (i.e. have placed the Final Bid), you acknowledge and agree that your Payment Details will automatically be charged (i) the amount of the Final Bid, plus (ii) an additional 17% of the Final Bid to be paid to the Auctioneer as a commission ("Buyer’s Premium" or "Premium"), plus (iii) all applicable taxes (collectively, "Purchase Price" or "Bid Total"). Note that shipping and handling fees are not included as part of the Purchase Price. Payment of the Purchase Price is due at the close of the applicable Auction. If Auctioneer has not received the full Purchase Price within four (4) calendar days of the close of the Auction, your Account will be suspended and you will be considered in breach of these Terms, and the Lot may be put up for Auction again. If the Purchase Price is later received by Auctioneer, WineBid may, in its sole discretion, reinstate your Account.

4.9 Pre-Authorization. In order to ensure the integrity of our Auctions, your Payment Details must be confirmed and preauthorized for all bids that you place. Therefore, you may see activity on your Payment Details after placing a bid. When the Auction closes, your Payment Details will only be charged for the Purchase Price if you’ve placed the Final Bid, and all preauthorization charges will be released. Please see https://www.WineBid.com/Help/Payment for more information regarding our preauthorization policy.

4.9.1 Fees and Charges. Payments for products and services are processed by Our trusted third party payment processor, you will be required to provide certain data including your preferred payment method to Our payment processor, and you will be required to accept the Terms and Conditions of their services at that time. The payment account you create will incur fees for the provision of these services, which shall be charged at published rates, or according to Our policies.

4.9.2 Terms. Terms of payment are as published. Payment must be received, by Our designated payment processor, sufficient to fund your purchase of all ordered products and/or services.

4.9.3 Representations. In processing payment through Our third party payment processor, you affirm that (i) the payment information you supply is true, correct and complete; (ii) charges incurred by you will be honored by your credit card company and/or bank; and (iii) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, (iv) chargebacks shall not be initiated without first contacting Us to rectify and issues regarding your transactions.

4.10 Buy Now. Separately from bidding on and purchasing Wine at Auction, you may immediately purchase certain Wine ("Buy Now Wine") that is advertised and sold at a set price. Upon purchasing Buy Now Wine, your Payment Details will be charged the advertised price plus all applicable taxes (collectively, "Buy Now Price). Note that shipping and handling fees are not included in the Buy Now Price. Payment of the Buy Now Price is due upon confirmation of your purchase of Buy Now Wine. Shipping and handling fees are due in accordance with Section 4.13.

4.11 Wine Storage.

(a) Storage Terms for Buyers: All Wine purchased on the Service will be automatically placed into storage at Global Storage Network ("GSN"), our preferred storage partner. For Wine that you purchase on the Service, GSN will provide free storage on behalf of WineBid for a minimum of sixty (60) days after your purchase. Such storage will be subject to you agreeing to and abiding by the GSN’s Terms and Conditions ("GSN Terms"), which can be found on GSN’s website located at www.GlobalStorageNetwork.com. WineBid may also offer various memberships, tiers of service, discounts, rebates and promotions that may provide for longer free or discounted storage services, and/or may apply to pick up and delivery services facilitated by GSN. For more information about Wine storage, pick-up and delivery, please refer to the GSN website, accessible at www.GlobalStorageNetwork.com.

(b) Storage Terms for Sellers : Unsold Property: Seller’s Wine in WineBid’s possession that does not sell in any Auction or that has been refused or withdrawn during the inspection process for any reason ("Unsold Property"), will be returned to Seller at Seller’s expense. Seller will receive notice from WineBid that Unsold Property is available for shipping or pick up from GSN, and WineBid will pay to store such Unsold Property at GSN without charge for no more than thirty (30) days. Beginning on the first day of the month after such 30 days, Unsold Property will begin to accrue storage fees in accordance with the GSN Terms.

Unless otherwise stated by WineBid or GSN, your Wine will be stored at GSN locations in Napa, California.

4.12 Pick Up or Shipment of Wine. To take physical possession of your Wine, you will need to schedule shipping or pick up from GSN. To do so, please visit the "Shipping & Storage" page in your Account (https://www.WineBid.com/Account/GSN/Shipments). For Buyers outside of the United States, (i) WineBid reserves the right to require payment of the Purchase Price by wire transfer prior to releasing your Wine from GSN, and (ii) you may choose to pay by wire transfer to expedite the shipment of Wine to you – please contact service@winebid.com to arrange a wire transfer. Note that Lots won at Auction are never shipped automatically. Buyers may schedule a pick up appointment for Buyer's purchases at GSN, schedule a shipment through GSN to facilitate delivery to Buyer, or make independent delivery arrangements. Buyer takes all responsibility for Wine being transported from California to Buyer's selected destination.

4.13 Shipping Costs. Note that shipping and handling costs are not included in the Purchase Price or Buy Now Price. All storage and shipping services for Wine purchased on the Service are managed and billed by GSN, and are governed by the GSN Terms, available at www.GlobalStorageNetwork.com.

4.14 Taxes. For Wine where the expected delivery address is Louisiana, Nevada, New Hampshire, Oregon and Wyoming (collectively, "Direct Shipper States"), WineBid's permits in these states require the collection and remittance of taxes pursuant to each Direct Shipper State’s requirements. Except for these Direct Shipper States, and purchases being delivered to an international address, California sales tax will be charged on all purchases.

4.15 Issues Regarding Your Purchases. YOU ACKNOWLEDGE AND AGREE THAT ALL PURCHASES OF WINE ON THE SERVICE ARE "AS IS." Notwithstanding the foregoing, we encourage you to contact WineBid at service@winebid.com within 21 calendar days of purchasing Wine to report any issues with your purchase, including issues regarding shortages, condition of the Wine, or inaccuracies of descriptions. If WineBid receives such notice from you within 21 days of your purchase, then WineBid may, in its sole discretion, conduct further investigation into the issue and/or require the Seller to cancel the transaction and refund the Purchase Price.

4.16 Noncompliance. If you fail to fully comply with these Terms, in addition to other remedies provided under these Terms, WineBid may hold you liable for any applicable Purchase Price or Buy Now Price, and reserves the right resell Wine after reasonable notice has been given to you. Any deficiencies attending the resale of such Wine will be solely your liability, along with any storage or legal fees and any other expenses or damages incurred by WineBid. In the event of your non-payment as Buyer, or any other non-compliance by you with these Terms, WineBid reserves the right to take any and all appropriate or necessary actions including, without limitation, canceling or rescinding any transaction, reporting you to an appropriate credit reporting agency, charging your Account or Payment Details for WineBid’s fees and expenses incurred in connection with such non-compliance (including the costs of the transaction itself), turning any amounts due and owing over to a commercial collection agency and/or taking any other action permitted by law. In no event will WineBid be liable for any incidental or consequential damages to you.

5. Paid Subscriptions to the Service

5.1 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"), including WineBid Pro and WineBid Collector (more information is available at https://www.WineBid.com/WineBidMembership). The "Subscription Billing Date" is the date when you purchase your first subscription to the Subscription Service. The Subscription Service will begin on the Subscription Billing Date and continue for one year (such period, the "Initial Subscription Period"), and will automatically renew for successive one-year periods (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize WineBid or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the "Subscription Fee", please see our membership page at https://www.WineBid.com/WineBidMembership . Your Account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before the renewal date in order to avoid billing of the next periodic Subscription Fee to your Account. WineBid or its third-party payment processor will bill the periodic Subscription Fee to your Payment Details. You may cancel the Subscription Service by clicking the "cancel renewal" link on the applicable membership page, or by contacting us at service@winebid.com.

YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD. SUBSCRIPTION FEES ARE NONREFUNDABLE UNLESS YOU CANCEL YOUR SUBSCRIPTION SERVICE WITHIN THIRTY (30) DAYS AFTER SUBSCRIPTION BILLING DATE OR EACH RENEWAL DATE THEREAFTER.

5.2 Effect upon Cancellation of a Subscription Service. Subject to Section 5.1, if you cancel your Subscription Service, all charged Subscription Fees are non-refundable. If WineBid terminates your Account or otherwise cancels your Subscription Service for any reason other than for cause, WineBid will refund to you a pro-rata portion of any unused Subscription Fees ("Subscription Refund") within 30 days of such termination. Such Subscription Refund will be paid to the Payment Details provided in your Account. WineBid will not be responsible for any delay, failure, or inability to provide you with a Subscription Refund due to any reason out of WineBid’s control, including your failure to provide accurate Payment Details or your failure to otherwise comply with these Terms. If we are unable to pay any Subscription Refund to you because you have failed to provide accurate Payment Details, WineBid will hold your Subscription Refund for up to 12 months. You acknowledge and agree that if you fail to provide updated Payment Details in that time, your Subscription Refund will be forfeited to a charity of our choice.

5.3 Delinquent Accounts. WineBid may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid, including for failure to timely remit a Purchase Price. In addition to the amount due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your Payment Details are no longer valid at the time a renewal Subscription Fee is due, then WineBid reserves the right to delete your Account and any information associated with your Account without any liability to you. The balance of any Account, including any WineBid Wallet (defined below) or Gift Card balance (defined below), represents an unsecured claim against WineBid and is not insured by any third party. If you have an amount owed to WineBid and the amount is not the subject of a dispute, WineBid may debit your Account, including any WineBid Wallet or Gift Card, to offset any amount you owe to WineBid.

6. WineBid Wallet, Gift Cards, and Promotion Codes.

6.1 WineBid Wallet. You may be able to deposit funds into a digital wallet provided on the Service ("WineBid Wallet"). In order to utilize the WineBid Wallet, you must have registered an Account and have provided valid Payment Details. Funds may be deposited into your WineBid Wallet for example by (i) referring a new user to the Service at https://www.WineBid.com/Refer, (ii) by redeeming a WineBid-issued gift card ("Gift Card"), or (iii) redeeming a WineBid promotion code ("Promotion Code"). Funds in your WineBid Wallet do not expire and will automatically be applied to Wine purchases, Auctions (defined below), subscriptions, and shipping. We reserve the right to correct the WineBid Wallet balance on your Account if we believe that a clerical, billing, accounting, or other error occurred. If you have questions regarding your transaction history or any correction, or if you dispute any transaction or correction that has been assessed against your WineBid Wallet balance, please email us at service@winebid.com. We may conduct an investigation, communicate the results, and correct any verified error. You should closely monitor your transactions, WineBid Wallet balance, and email address that you’ve listed in your Account. WineBid wallet funds are not redeemable for cash.

6.2 Gift Cards. WineBid may allow you to purchase and use Gift Cards on the Service. You acknowledge and agree that WineBid will not be responsible or have any liability to you if your Gift Card is lost, stolen, destroyed or used without your permission. We do not charge any issuance, activation, dormancy, inactivity, or usage fees in connection with Gift Cards. Gift Cards have no expiration date, nor does the value on Gift Cards ever expire. We may terminate these Terms if we determine that you are associated with any fraudulent or unauthorized use of any Gift Card or if you have violated any applicable term.

6.3 Gift Card Limitations. You may not be able to use your Gift Card credits toward certain goods, services or transactions (including the purchase of other Gift Cards), as determined in our sole discretion. Gift Cards may only be used on the Service, and cannot be redeemed for cash, resold or transferred for value (except where permitted by law) . Any unused balance on your Gift Card may not be transferred. We reserve the right not to accept any Gift Card or otherwise limit the use of Gift Card credits if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful. In the event WineBid suspects you have obtained a Gift Card through illegal or fraudulent means, WineBid reserves the right to suspend or terminate your Account and cancel any purchase order or charge you have made, including those made via another payment method. Please contact WineBid immediately at service@winebid.com if your Gift Card is lost, stolen, or used without your permission.

6.4 Gift Card Risk of Loss. You should treat Gift Cards like cash. Once we electronically transmit a Gift Card to your designated email address, the risk of loss and title for the Gift Card passes to you or the intended recipient (as applicable).

6.5 Promotion Codes. You may be able to use promotional codes ("Promo Codes") issued by WineBid on the Service. We reserve the right not to accept any Promo Code or otherwise limit the use of Promo Codes if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful . In the event WineBid suspects you have used a Promo Code in a fraudulent manner or obtained a Promo Code through illegal or fraudulent means, WineBid reserves the right to suspend or terminate your Account and cancel any purchase order or charge you have made, including those made via another payment method.

7. Licenses

7.1 Limited License. Subject to your complete and ongoing compliance with these Terms, WineBid grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; (b) access and use the Service; and (c) to create a hyperlink to the WineBid Website.

7.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) create any links to the Service that portray WineBid or the Service in a false, misleading, derogatory, or otherwise offensive manner; (e) resale or use the Service for commercial purposes; (f) collect or use any product or service listings, descriptions, or prices except as expressly permitted herein; (g) download or copy any account information for the benefit of another merchant or service provider; or (h) use any data mining, robots, or similar data gathering and extraction tools. If you are prohibited under applicable law from using the Service, then you may not use it.

7.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant WineBid an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

8. Ownership; Proprietary Rights. The Service is owned and operated by WineBid. The visual interfaces, graphics, design, logos, slogans, trade dress, audio and video clips, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by WineBid ("Materials") are protected by intellectual property and other laws. All Materials included in the Service are the property of WineBid or its third-party licensors, except for any third-party trademarks or other intellectual property displayed on the Service ("Third-Party Marks"). Third-Party Marks are used for reference only and are the property of their respective owners. Except as expressly authorized by WineBid, you may not make use of the Materials. There are no implied licenses in these Terms and WineBid reserves all rights to the Materials not granted expressly in these Terms. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of WineBid or use any metatags or any other "hidden text" utilizing any of the names of WineBid.

8.1 Copyright Infringement . If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to Us:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(b) A description of the copyrighted work that you claim has been infringed;

(c) A description of where the material claimed to infringe is located on the Site;

(d) Your address, telephone number, and e-mail address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

9. Third-Party Terms

9.1 Third-Party Services and Linked Websites. WineBid may provide tools through the Service that enable you to export information to third-party services, including through features that allow you to link your Account with an account on the third-party service. You hereby authorize WineBid to transfer such information to the applicable third-party service. Third-party services are not under WineBid’s control, and, to the fullest extent permitted by law, WineBid is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under WineBid’s control, and WineBid is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, WineBid will have no control over the information that has been shared.

9.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

10. Communications

10.1 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.

10.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10.3 SMS. Users may opt into SMS/ MMS text messaging to receive both marketing and transactional communications. You can opt out of receiving these messages at any time by replying "STOP".

11. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

11.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

11.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

11.3 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by WineBid;

11.4 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

11.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

11.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

11.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or

11.8 attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

12. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes, and note that in some cases we may provide you notice of changes via email. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

13. Term, Termination, and Modification of the Service

13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

13.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, WineBid may, at its sole discretion, terminate these Terms or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your Account and these Terms at any time by contacting customer service at service@winebid.com.

13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account; (c) you must pay WineBid any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination, all definitions, and Sections 4.16, 5.2, 7.3, 8, 9, 13.3, 14, 15, 16, 17, 18, 19 and 20 will survive. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account using a different name, email address or other forms of Account verification.

13.4 Modification of the Service. WineBid reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Except as otherwise stated in these Terms, WineBid will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

14. Confidentiality. You agree to maintain the confidentiality of non-public confidential information shared between you and WineBid, including any proprietary information disclosed by WineBid to you that is in written, graphic, or other tangible form. Confidential information includes any information disclosed by WineBid to you regarding your Account, Wine, Auctions, correspondences between you and WineBid, or other non-public information about the Service.

15. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify WineBid, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "WineBid Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

16. Disclaimers; No Warranties by WineBid

16.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WINE, WINEBID WALLET, AND GIFT CARDS, ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WINEBID DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT, AVAILABLE THROUGH THE SERVICE (INCLUDING WINE, WINEBID WALLET, AND GIFT CARDS), INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WINEBID DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WINEBID DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

16.1.1 WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

16.2 NO WARRANTY, WHETHER EXPRESSED OR IMPLIED, IS MADE WITH RESPECT TO ANY LOT EXCEPT FOR WARRANTY OF TITLE, AND IN THE CASE OF TITLE, THE AUCTION IS FACILITATING THE SALE OF ONLY THAT RIGHT OR TITLE TO THE LOT THAT THE SELLER MAY HAVE AS OF THE AUCTION DATE. ALL LOTS ARE SOLD “AS IS” AND WITH ALL FAULTS/FLAWS. YOU HEREBY ASSUMES ALL RISKS CONCERNING AND RELATED TO THE QUALITY, DESCRIPTION, CONDITION, AUTHENTICITY, AND PROVENANCE OF A LOT.

16.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR WINEBID ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WINE, WINEBID WALLET AND GIFT CARDS, WILL CREATE ANY WARRANTY REGARDING ANY OF THE WINEBID ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.

16.4 WE STRIVE TO DESCRIBE ALL WINE AND LOTS AS ACCURATELY AS POSSIBLE. HOWEVER, WINEBID DOES NOT WARRANT OR REPRESENT, AND ASSUMES NO RESPONSIBILITY FOR, THE ACCURACY OF ANY DESCRIPTIONS PROVIDED ON THE SERVICES, INCLUDING WITHOUT LIMITATION THE VINTAGE, PROVENANCE, AUTHENTICITY, QUALITY AND CONDITION OF WINE. ANY AND ALL STATEMENTS MADE RELATING TO WINE AND LOTS ARE MERELY STATEMENTS OF OPINION AND AT NO TIME CAN BE CONSTRUED AS WARRANTIES AND REPRESENTATIONS OF FACT OR ASSUMPTIONS OF ANY LIABILITY ON THE PART OF WINEBID. BUYERS OF OLDER AND MORE FRAGILE WINES, AND/OR THOSE SPECIFICALLY PACKED IN FRAGILE, DECORATIVE CONTAINERS, SHOULD BE AWARE OF AND MAKE PROPER ALLOWANCES FOR NATURAL VARIATIONS OF ULLAGE AND FOR ALTERATIONS THAT COULD ARISE IN SHIPMENT. YOU ARE ENCOURAGED TO RESEARCH AND INVESTIGATE WINE PRIOR TO PURCHASE. YOU ACKNOWLEDGE AND AGREE THAT WINEBID IS UNABLE TO CONDUCT COMPLETE DUE DILIGENCE ON ALL WINE, AND DOES NOT REPRESENT OR WARRANT, AND HAS NO RESPONSIBILITY OR LIABILITY FOR, THE ACCURACY OF ANY CATALOGUE DESCRIPTIONS, INCLUDING WITHOUT LIMITATION, VINTAGE, PROVENANCE, AUTHENTICITY, QUALITY AND CONDITION.

16.5 You acknowledge that descriptions of Wine may include stock photos rather than photos of the actual bottle(s). Inquiries regarding a photo should be made prior to placing a bid by contacting customer service at service@winebid.com.

16.6 The wine industry estimates that between three and seven percent of all wines sealed with natural corks are ruined because of a natural fungus in corkwood that produces the chemical compound trichloro anisole ("TCA") within the cork. TCA has a distinctive odor resembling moldy newspaper or damp basement. In almost all cases of “corked” wine, the aroma of the wine is reduced significantly, and a heavily tainted wine may be completely undrinkable. Since all Wine auctioned on the Service is consigned, and much of it very rare, you acknowledge and agree that we cannot replace Wine that has been ruined because of cork taint. You acknowledge and agree that we do not accept returns of corked Wine nor do we refund for corked Wine. Though we work diligently to describe or measure the levels of older vintages, corks more than 20 years old begin to lose their elasticity and levels can change between cataloguing and sale. Old corks occasionally fail during or after shipment. You acknowledge and agree that there is always a risk of cork failure during or after shipment of old Wine.

16.7 As described further in these Terms, title passes to Buyer only upon payment of the Purchase Price, and Buyer is responsible for the delivery of purchased Wine. As such, shipping is at Buyer's sole risk, and under no circumstances will an adjustment of price or credit be made after delivery.

16.8 WineBid makes no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any state. You warrant that you are solely responsible for the transport of the purchased Wine and for determining the legality and the tax/duty consequences of bringing Wine to your chosen destination. By placing bids in Auctions or Buy Now purchase orders, you represent that you are at least 21 years old, and that the person to whom your Wine will be delivered is also at least 21 years old.

16.10 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. WineBid does not disclaim any warranty or other right that WineBid is prohibited from disclaiming under applicable law.

17. Limitation of Liability

17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE WINEBID ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, INCLUDING THE WINEBID WALLET AND GIFT CARDS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY WINEBID ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

17.2 EXCEPT AS PROVIDED IN SECTIONS 18.5 AND 18.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE WINEBID ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, INCLUDING THE WINEBID WALLET AND GIFT CARDS, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO WINEBID FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100. IN THE EVENT YOUR GIFT CARD IS NOT FUNCTIONAL, YOUR SOLE REMEDY SHALL BE THE REPLACEMENT OF SUCH GIFT CARD.

17.3 YOU, AND YOUR HEIRS, AGENTS, SUCCESSORS AND ASSIGNEES, GENERALLY AND SPECIFICALLY WAIVE AND RELEASE, AND FOREVER DISCHARGE THE WINEBID ENTITIES FROM ANY AND ALL CLAIMS, RIGHTS, DEMANDS AND CAUSES OF ACTIONS AND SUITS, OF WHATEVER KIND OR NATURE, INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON WINEBID’S NEGLIGENCE, WHETHER IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH YOU MAY CLAIM TO HAVE WITH RESPECT TO AND/OR ARISING OUT OF, OR IN CONNECTION WITH ANY CHALLENGE TO THE TITLE TO ANY GOODS PURCHASED, THE SALE ITSELF, ANY LOT BID UPON OR CONSIGNED, AND/OR THE AUCTION. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER AND RELEASE SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND, CAUSE OF ACTION AND SUIT THAT MAY ARISE HEREUNDER OR BE RELATED TO AN AUCTION, AND YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS IN FULL AS FOLLOWS:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY THEM, WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

17.4 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Dispute Resolution and Arbitration

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WINEBID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.1 Generally. Except as described in Section 18.2 and 18.3, you and WineBid agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

18.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

18.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 within 30 days after the date that you agree to these Terms by sending a letter to New WineBid Inc, Attention: Legal Department – Arbitration Opt-Out, 17837 1st Ave S #7 Normandy Park, WA 98148 that specifies: your full legal name, the email address associated with your Account, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once WineBid receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

18.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting WineBid.

18.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (Notice of Arbitration"). WineBid's address for Notice is: New WineBid Inc, 17837 1st Ave S #7 Normandy Park, WA 98148. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or WineBid may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, WineBid will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

18.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or WineBid must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

18.7 Arbitration Relief. Except as provided in Section 18.8, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by WineBid before an arbitrator was selected, WineBid will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

18.8 No Class Actions. YOU AND WINEBID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and WineBid agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

18.9 Modifications to this Arbitration Provision. If WineBid makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to WineBid’s address for Notice of Arbitration, in which case your Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

18.10 Enforceability. If Section 18.8 or the entirety of this Section 18 is found to be unenforceable, or if WineBid receives an Opt-Out Notice from you, then the entirety of this Section 18 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.

19. Miscellaneous

19.1 General Terms. These Terms, including the Privacy Policy and any Additional Terms (defined below), and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and WineBid regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and WineBid submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

19.3 Privacy Policy. Please read the WineBid Privacy Policy https://www.WineBid.com/Help/TermsAndPrivacy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information. The WineBid Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

19.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

19.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.6 Territory. The Service may be viewed in the United States and elsewhere, and contains references to products or services not available in all states or countries. References to a particular product or service do not imply that WineBid intends to make such products or services available in all states, countries or other jurisdictions, and nothing on the Service will constitute an offer of any products or services in any jurisdiction, or to any person or entity, if the offer or provision of the products or services would be contrary to applicable law.

19.7 WineBid Information. The Service is offered by New WineBid Inc, located at 17837 1st Ave S #7 Normandy Park, WA 98148. You may contact us by sending correspondence to that address or by emailing us at service@winebid.com. WineBid is bonded in the United States, and our Auctioneer /Auction Company surety bond on file with the California Secretary of State is Bond number 106971518. New WineBid Inc conducts auctions in compliance with Section 2328 of the California Commercial Code, Section 535 of the California Penal Code, and the provisions of the California Civil Code.

19.8 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19.9 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

20. Notice Regarding Apple. This Section 20 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and WineBid only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

21. Accessing the Website and Account Security

21.1. We reserve the right to withdraw or amend this Website, and any service or material We provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

21.2. You are responsible for:

21.2.1. Making all arrangements necessary for you to have access to the Website.

21.2.2. Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

21.2.3. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with Us, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with Our Privacy Policy.

21.2.4. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user security information.

21.2.5. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

22. Reliance on Information Posted

22.1. We do not warrant the accuracy, completeness or usefulness of any information or postings provided. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

22.2. To the extent this Website and Service includes content provided by third parties, site users, and other third-party licensors. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided.