Agreement – Vineyard2Door, LLC
- This Agreement is made between Vineyard2Door, L.L.C., a Washington imited liability company, doing business as "Vineyard2Door ("V2D"); and you (the "winery").
- 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 V2D not more than ninety (90) days and not less than thirty (30) days before the anniversary date of this Agreement.
- 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 V2D website.
3.6 The "winery" is the entity that sells the merchandise to customers under this Agreement.
- V2D Services:
4.1 The basic service:
4.1.1 General description: The customer of a winery gets re-directed to the V2D website when the customer initiates a purchase on the winery's website or wine trade association website. On the V2D 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 V2D that the merchandise has been shipped. The winery recieves payment directly and provide verification that the merchandise has been shipped. V2D compiles the compliance filing documentation and sends the documentation to the winery. Compliance filing documentation is filed by the winery.
4.1.2 As its basic service fee V2D receives monthly payments of $50 (or $500/annually) for utilization of the e-commerce platform and application.
4.1.3 It shall be the obligation of the winery to maintain its section of the V2D website with up-to-date web content.
4.1.4 The winery is solely responsible for sending all compliance documentation to the state liquor regulatory agency in a timely manner.
Coordination and Cooperation
5.1 Once the winery's account has been set up V2D will provide the winery with password access to a webpage maintenance area. The winery's web content shall be placed on the V2D website through the website maintenance area. The winery will provide its web content on the webpage maintenance area in such manner as V2D shall designate from time to time.
5.2 The winery and V2D shall cooperate in setting up and maintaining the mechanisms for transferring customers to V2D'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 V2D shall cooperate in preventing misuses of and malicious intrusions into the V2D 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 V2D website for any illegal purpose. The winery shall take such steps as V2D deems prudent to address possible misuses and malicious intrusions.
5.5 The winery and V2D 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 V2D 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 V2D to use and publish on the V2D website all web content submitted by the winery.
5.7 The winery agrees that V2D 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. V2D agrees that it will take reasonable steps to protect such records from disclosure.
5.8 V2D determines the design and presentation of its website. When multiple products are presented on a webpage V2D in its sole discretion determines the priority of such listings. V2D 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 V2D website once the customer initiates a sale.
5.10 The winery shall immediately inform V2D 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 V2D 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 V2D may make such changes to its website, its procedures or practices. The winery agrees to cooperate with and take such steps as V2D deems necessary and desirable to effectuate such changes.
- Compensation for sales generated through V2D
6.1 The parties agree that sole compensation method is by flat rate payment of either $50/month or $500 annual payment.
6.2 The parties agree that this fee will be submitted to the winery on an invoice at the end of every month or annually and that the winery will pay the invoice on net 30 day terms.
- Winery and V2D are separate businesses: V2D 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 V2D, 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 V2D harmless and to indemnify V2D (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.
- 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 V2D.
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 V2D 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.
- 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 V2D 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 V2D seeks injunctive relief then the winery waives the requirement that V2D post a bond.