Last updated: March 19, 2013

Welcome! Please take a moment to scroll down and read these Terms of Use.

Scheinfeld Wine Company LLC (“SWC,” “we,” “us,” or “our”) owns and operates the website located at www.drinkuproot.com (the “Site”). These Terms of Use state the terms and conditions under which you may use the Site and the service available through the Site (the “Service”). Please read these Terms of Use carefully. By browsing the public areas or by accessing and using the Service, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”) and you represent and warrant that you are at least 21 years or older. If you do not agree to any of these terms, then please do not use the Site or the Service. These Terms of Use may be updated by us from time to time without notice to you.

The Service.

Through the Service we offer an online inventory of Uproot Wines (“Products”).

Fees

You are required to pay the fees associated with the Products you purchase. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any purchase, and you agree to pay all charges resulting from your purchase of Products at the prices then in effect, including any unauthorized charges incurred prior to your notifying SWC of such charges. We may use third party providers to process your payment and you agree that such third party providers may immediately authorize your credit card for payment of any such fees associated with Products you purchase.

Shipping

All Products shall be shipped F.O.B. shipping point and title and risk of loss shall pass to you upon delivery of Products to a common carrier. We provide estimated arrival times for each Product in your shopping cart, but are not liable for any delays that may occur. You must be 21 years or older to receive shipped Products and you will be required to provide your signature in order to receive such Products.

Product Descriptions

SWC attempts to be as accurate as possible with Products descriptions and prices. However, SWC does not warrant that Product descriptions or prices are accurate. In the event that a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information, SWC shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price. SWC shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card has been charged. If your credit or debit card has already been charged for the purchase and your order is cancelled, SWC shall immediately issue a credit to your credit or debit card account in the amount of the charge. We apologize for any inconvenience this may cause you. If you are not completely satisfied with your purchase, you may return it in accordance with our Return Policy.

Registration.

You are welcome to browse the Site as a visitor without providing any information to us. If you would like to use the Service, you will need to register as a user (a “Registered User”) by creating an account. During the registration process, you will have to provide your name, email address, date of birth, and create a password for your user account. You are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. If you choose to purchase Products through the Service, you will be required to provide your billing address, shipping address and credit card information.

Use of Personal Data

Your use of the Site and/or the Service may involve the transmission to us of certain personally-identifiable information (the “Personal Data”). Our policies with respect to the collection and use of Personal Data are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

Intellectual Property

(a) SWC Content. The Site and the Service contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of SWC (collectively referred to as the “SWC Content”). The SWC Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The SWC Content may include trademarks, service marks, and logos of SWC used and displayed on the Site and the Service, which are registered and/or unregistered trademarks or service marks of SWC.

Except as otherwise provided in these Terms of Use, you have no rights in or to the SWC Content, and you must not:

• Use the SWC Content except as permitted under these Terms of Use;
• Remove any copyright or other proprietary notices contained in the original SWC Content on any copy you make of the SWC Content;
• Sell, transfer, assign, license, sublicense, or modify the SWC Content or use the SWC Content for any public or commercial purpose;
• Use or post the SWC Content on any other website or in a networked computer environment

(b) User Generated Content. SWC does not claim any ownership rights in the images, graphics, text, data, hyperlinks and other material supplied by you to us in connection with the Service (collectively, “User Generated Content”). By uploading any User Generated Content, you hereby grant us an irrevocable, non-exclusive, worldwide, fully-paid and royalty-free, sublicensable, transferable license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such User Generated Content, along with the right to excerpt, analyze, index, and create derivative works from such User Generated Content solely in connection with provision of the Service. You represent and warrant that: (i) you own the User Generated Content or otherwise have the right to grant the license set forth in this section, and (ii) the posting and use of your User Generated Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree that we may remove User Generated Content that is offensive or otherwise unacceptable to us in our sole discretion.

Community Guidelines

Our community, like any community, functions best when we all follow a few simple rules. By accessing and/or using the Service, you hereby agree that:

• You will not use the Service for any unlawful purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

• You will not “stalk” or otherwise harass another;
• You will not spam or use the Service to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
• You will not interfere with or attempt to interrupt the proper operation of the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Site or the Service, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to the site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Disclaimer and Limitation of Liability

NONE OF SWC, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SWC PARTIES”) ENDORSE OR RECOMMEND ANY PRODUCTS SOLD THROUGH THE SITE. NONE OF THE SWC PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY PRODUCTS YOU PURCHASE OR ANY TRANSACTION YOU ENTER INTO THROUGH THE SITE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE SWC CONTENT AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF SWC PARTIES GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE, THE CONTENT OR THE PRODUCTS PURCHASED THROUGH THE SITE. NONE OF SWC PARTIES WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THIS SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR THE PRODUCTS PURCHASED THROUGH THE SITE IS ASSUMED SOLELY BY YOU. NONE OF SWC PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, CONTENT, SERVICE, OR PRODUCTS PURCHASE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR THE SERVICE IS TO STOP USING THE SITE AND/OR THE SERVICE.

UNDER NO CIRCUMSTANCES WILL ANY OF THE SWC PARTIES BE LIABLE TO YOU , YOUR FAMILY MEMBER(S) OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY OF THE SWC CONTENT, THE PRODUCT PURCHASED THROUGH THE SITE, OR ANY OTHER INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE. IN NO EVENT SHALL ANY OF SWC PARTIES BE LIABLE TO YOU, YOUR FAMILY MEMBER(S) OR ANY THIRD PARTY, FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE, THE CONTENT, THE SERVICE, OR THE PRODUCTS PURCHASED THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS SWC PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

External Sites

The Site may contain links to third-party websites (“External Sites”), but SWC does not endorse and is not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Advertisements on this Site

We, in our sole discretion, may post the advertisements of third parties on the Site. The display of advertisements on the Site is not intended as and does not in any manner constitute a recommendation, endorsement, or approval of the advertiser or its services by us. Your correspondence or any other dealings with advertisers found on the Site are solely between you and such advertiser and we are not responsible or liable for the statements or conduct of any third party, nor for any loss or damage incurred as a result of any such dealings or as the result of the presence of such advertisers on the Site.

Indemnification

You agree to defend, indemnify, and hold the SWC Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use, or misuse of the Site, SWC Content, or the Service; (iii) any transaction entered into by you through the Service; and (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

Compliance with Applicable Laws

The Site and the Service is based in the United States, and are intended to be used only by residents of the United States that are age 21 years or older. We make no claims concerning whether the Site, the Service, or the SWC Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site, the Service, or the SWC Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination

We may terminate this Agreement and your access to all or any part of the Site and/or Service at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and/or Service at any time without prior notice or liability.

Copyright Complaints

If you believe this Site contains any SWC Content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number and email address;
• 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
• 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 duly authorized to act on the copyright owner’s behalf.

To contact our Copyright Agent by email, please write to DMCA@drinkuproot.com with COPYRIGHT NOTICE in the subject line.

Miscellaneous

In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. This section, the section entitled Intellectual Property, Indemnification, and the section entitled Disclaimer and Limitation of Liability shall survive the termination of this Agreement. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through this Site shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by SWC to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. This Agreement contain the entire agreement of the parties concerning this Site, the Service, and the Content and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site.

Questions or comments regarding this Site, including any reports of non-functioning links, should be submitted using our email address help@drinkuproot.com, or via U.S. mail to 1241 Adams Street, #1065, St. Helena, 94574. We try to respond in a timely manner but are not always able to do so.