Agreement – Vineyard2Door, LLC

1. This Agreement is made between Vineyard2door, L.L.C., a Washington imited liability company, doing business as "Vineyard2door ("V2door"); and you (the "winery").
2. Duration: This Agreement is for a term of one (1) year starting on the date that the winery accepts it. This Agreement automatically renews for succeeding one year terms unless the winery provides cancellation notice to V2door not more than ninety (90) days and not less than thirty (30) days before the anniversary date of this Agreement.
3. Definitions: For the purpose of this Agreement the following definitions apply:

3.1 "Compliance filing" is the process of providing information to the state liquor control agency required under state laws of the state where the customer resides.

3.2 The "customer" is the person or entity purchasing merchandise from the winery.

3.3 "Merchandise" is collectively the products sold by the winery using the internet and includes without limitation wines, wine-related products and products with the winery's logos and designs.

3.4 The "state liquor control agency" is the state government entity which regulates the sale of alcoholic beverages in the state where the winery's customer resides.

3.5 "Website content" is collectively the merchandise descriptions, merchandising copy, pictures, graphics, pricing data and other information that gets published on the V2door website.

3.6 The "winery" is the entity that sells the merchandise to customers under this Agreement.

4. V2door Services:

4.1 The basic service:

4.1.1 General description: The customer of a winery gets re-directed to the V2door website when the customer initiates a purchase on the winery's website or wine trade association website. On the V2door website the customer provides information and payment by credit card necessary for the transaction. After the customer has provided the pertinent information and payment the customer order is sent by email to the winery for order fulfillment. The winery ships the merchandise to the customer and notifies V2door that the merchandise has been shipped. The winery recieves payment directly and  pays the V2door commission upon the winery providing verification that the merchandise has been shipped. V2door compiles the compliance filing documentation and sends the documentation to the winery. Compliance filing documentation is filed by the winery unless the winery has chosen the filing compliance option as stated below.

4.1.2 As its basic service fee V2door receives monthly payments at a minimum of $50 or commission based on the below scale (whichever is higher) on all sales of the winery's merchandise through the V2door website. For purpose of this paragraph the sales price excludes sales tax, shipping and handling charges. 

5%                                      Sales <$50k/year

4%                                      Sales $50k - $100k/year

3%                                      Sales $100k - $200k/year

2%                                      Sales $200k - $300k/year

1%                                      Sales $300k - $500k/year

.5%                                    Sales >$500k/year

4.1.3 It shall be the obligation of the winery to maintain its section of the V2door website with up-to-date web content unless the winery chooses the website maintenance service option for an additional fee.

4.1.4 Unless the winery chooses the compliance filing option then the winery is solely responsible for sending all compliance documentation to the state liquor regulatory agency in a timely manner.

4.2 V2door website maintenance option: For an additional fee of five hundred dollars ($500.00) V2door will input web content into the winery's section of the V2door website. The fee if V2door inputs a subsequent changes to the winery's web content (other than a correction of an error caused solely by V2door) is five hundred dollars ($500.00).

4.3 Compliance filing option: In addition to the basic service the winery has the option to have V2door file the compliance documentation with the state liquor control agency.

4.3.1 If the winery chooses this option then V2door will file the documentation and take responsibility for assuring that the filing is accurate, on time and in correct form.

4.3.2 The compliance filing option is AUTOMATICALLY RENEWED ON A YEAR-TO-YEAR BASIS unless the winery provides notice to V2door not more than ninety (90) days and not less than thirty (30) days before the anniversary date of this Agreement.

4.3.3 Unless the compliance filing option is chosen then the winery is solely responsible for getting the compliance documentation to the correct state liquor control agency accurately, on time and in the correct form.

5. Coordination and Cooperation

5.1 Once the winery's account has been set up V2door will provide the winery with password access to a webpage maintenance area. The winery's web content shall be placed on the V2door website through the website maintenance area. The winery will provide its web content on the webpage maintenance area in such manner as V2door shall designate from time to time.

5.2 The winery and V2door shall cooperate in setting up and maintaining the mechanisms for transferring customers to V2door's website.

5.3 The winery will be responsible for the prompt updating of the web content so that it remains accurate.

5.4 The winery and V2door shall cooperate in preventing misuses of and malicious intrusions into the V2door website. Such misuses and malicious intrusions include, by way of example and not by way of limitation, spam, viruses, keystroke recorders, providing information known to be false, or uses of the V2door website for any illegal purpose. The winery shall take such steps as V2door deems prudent to address possible misuses and malicious intrusions.

5.5 The winery and V2door shall take steps to protect sensitive customer information from disclosure to third-parties other than the state liquor control agency provided, however, that nothing in this paragraph shall prohibit the winery or V2door from providing information to law enforcement authorities or following court orders requiring disclosure. Such sensitive customer information includes credit card numbers, individual customer identities, contact information and merchandise ordered.

5.6 The winery licenses V2door to use and publish on the V2door website all web content submitted by the winery.

5.7 The winery agrees that V2door may inspect the winery's books and records at reasonable times and in a reasonable manner for the purpose of verifying the winery's compliance with this Agreement. V2door agrees that it will take reasonable steps to protect such records from disclosure.

5.8 V2door determines the design and presentation of its website. When multiple products are presented on a webpage V2door in its sole discretion determines the priority of such listings. V2door may in its sole discretion change any aspect of its website from time to time.

5.9 The winery determines the design and presentation of its website other than the transferring of a customer to the V2door website once the customer initiates a sale.

5.10 The winery shall immediately inform V2door of any information it learns about that changes their ability to continue to make all warranties in section 8 of this Agreement.

5.11 If V2door determines in its sole discretion that changes in the way that compliance filing information is collected, compiled or disseminated are necessary to effectuate proper compliance filing then V2door may make such changes to its website, its procedures or practices. The winery agrees to cooperate with and take such steps as V2door deems necessary and desirable to effectuate such changes.

6. Commission on sales generated through V2Door

6.1 The parties agree that any sales generated by V2Door on behalf of the winery are subject to a minimum $50/month payment or commission based on the scale based on the sliding scale privided in section 4.1.2 (whichever is higher), including but not exclusive to the sales of wine, non-wine alcoholic beverages, merchandise and wine club memberships.

6.2 The parties agree that this commission fee will be submitted to the winery on an invoice at the end of every month that the winery has generated sales with V2Door and shall by paid by the winery on Net30 terms. The failure to pay the submitted invoice in the terms specified can result in, but not be exclusive to: the discontinuation of service through V2Door as well as possible legal action or additional fees accrued in the attempt to collect the amount due.

7. Winery and V2door are separate businesses: V2door acts as the winery's agent in collecting, compiling and sending information for compliance filing. Nothing in this Agreement shall be construed to create a partnership or joint venture. Except as specifically stated in this Agreement the winery is and shall remain solely responsible for all aspects of each customer transaction that is the subject of this Agreement including, without limitation, the accuracy of sales and merchandising information provided to the customer and to V2door, the quality and condition of merchandise sold, the shipment of the merchandise, the adjustment of the purchase price for returns or other reasons, and the adequacy, accuracy and completeness of information provided to the state liquor control agency. The winery agrees to hold V2door harmless and to indemnify V2door (including costs of defense and attorney's fees) for any claim, suit, regulatory action, penalty, award or judgment arising from a transaction subject to this Agreement.
8. Warranties of the Winery and of the natural person who is accepting this Agreement:

8.1 The natural person who accepts this Agreement on behalf of the winery warrants that such natural person is an agent of the winery who is fully authorized by the winery to enter into this Agreement with V2door.

8.2 The winery warrants:

8.2.1 that the winery has fully authorized the natural person who accepts this Agreement on behalf of the winery to act;

8.2.2 that the winery is a lawful business authorized under all applicable federal, state and local laws to produce wine and to do business as a winery;

8.2.3 that the winery has the lawful right to authorize V2door to publish web content under this Agreement including but not limited to the right to publish any tradename, trademark, copyrighted material or material covered by any other agreement concerning disclosure;

8.2.4 that the winery has no knowledge of any directive or other action by any applicable government agency that could prevent or limit the winery from fulfilling its obligations under this Agreement.

9. General provisions:

9.1 Interpretation and enforcement:

9.1.1 This Agreement shall be interpreted under the laws of the state of Washington.

9.1.2 This Agreement is the entire agreement between the parties. All other negotiations and discussions, whether oral or in writing, are not part of this Agreement.

9.1.3 If any portion of this Agreement is found to be invalid or inoperative then that portion shall be disregarded and the remainder given full effect.

9.1.4 This Agreement shall not be interpreted for or against the drafting party. Titles of sections are for the convenience of the parties only.

9.1.5 Jurisdiction and venue for all legal actions to enforce or interpret this Agreement shall be exclusively in the Snohomish Superior Court for the State of Washington.

9.1.6 In relation to the interpretation and enforcement of this Agreement V2door shall be entitled to its costs and attorney's fees regardless of whether an action has been filed.

9.1.7 The parties acknowledge that in the event of the winery's breach of this Agreement that there may not be an adequate remedy at law and that injunctive relief is an appropriate remedy. In the event that V2door seeks injunctive relief then the winery waives the requirement that V2door post a bond.