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WEBSITE TERMS OF USE AGREEMENT
Last Updated:  August 2013

Domaine Drouhin Oregon ("DDO”, "we”, "us” and "our”) provides the website www.domainedrouhin.com (the "Website”) to give you information about us and our products, and to give you the opportunity to order products directly from the Website (the "Purpose”). 
Your use of the Website is subject to the following terms and conditions (the "Agreement”).  If you do not agree to these terms and conditions, then please do not use the Website.

For purposes of this Agreement, "you” means the person using this Website; if the user is not an individual, then "you” means the user's company and its officers, directors, members, agents, successors and assigns.  "Products” means DDO's wine and other products made available for sale on the Website.

By using this Website, you indicate that you have read and agree to be bound by all terms and conditions of this Agreement, without limitation or qualification, and by all applicable laws and regulations, as if you had written your name on a contract.  DDO's acceptance of your order for products is conditioned upon your assent to all terms and conditions of this Agreement.

A.    Intellectual Property

All content included on the Website, such as text, graphics, designs, logos, catalogs, icons, images, presentations, videos, data, photographs, graphs, typefaces, sounds, and software (the "Materials”) is the property of DDO or its licensors. The Materials are protected by copyright, trademark, and other intellectual property laws. 
 
B.    Limited License

DDO grants you a limited, nonexclusive, non-transferable, personal license to access, display and copy the Materials for personal, non-commercial use only, subject to the Restrictions on Use below and the rest of this Agreement.  You agree to retain all copyright and other proprietary notices contained on the Materials.  This license is conditioned on your continued compliance with the Agreement. Except as provided in this license or otherwise specifically permitted by us in writing, you may not access, display or copy the Materials.

You may otherwise use the Materials only for the Purpose, as long as you comply with the Restrictions on Use and the rest of this Agreement.

All rights not expressly granted herein are reserved. 

C.    Restrictions on Use

You agree not to do any of the following:

•    Modify, remove, delete, augment, add to, publish, distribute, participate in the transfer, rental, license or sale of, create derivative works from, or in any way exploit any of the Materials, in whole or in part;
•    Manipulate, alter or affect or attempt to manipulate, alter or affect the Website, the Materials, any feature or program of the Website or the Materials, including searches, results, placements, advertisements, tags, products, expressions or programs;
•    Interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the Website, the proper working of the Website, security features of the Website, the equipment connected to the Website or any product or service provided on or through the Website;
•    Mirror any Materials contained on this Website or any DDO server; 
•    Use framing techniques to enclose the Website or any part thereof;
•    Use any metatags or any other hidden text incorporating DDO's name or trademarks; 
•    Access or attempt to access the Website or to collect or index information provided to or on the Website using any automated means, such as robots, spiders, scrapers, scripts, harvesting ‘bots, or similar means or equivalent manual processes; 
•    Impose an unreasonable or disproportionately large load on the infrastructure of the Website or DDO's systems or networks, or any systems or networks connected to the Website or DDO;
•    Restrict or inhibit any other person from using the Website (including without limitation by hacking or defacing any portion of the Website);
•    Solicit, trace or otherwise collect any information from users or visitors of the Website;
•    Reverse engineer, decompile or otherwise extract source code provided on or through the Website;
•    Use the Website for commercial activities such as contests or advertising;
•    Create a database by downloading and storing the Materials or any part thereof;
•    Upload or transmit viruses, worms or other malicious code to the Website;
•    Violate any law in connection with your use of the Website, including export laws and privacy laws.

D.    Submissions

If you submit or post to the Website any ideas, suggestions, information, designs, images, advertisements, data or proposals, you agree that such submissions will be treated as non-confidential and non-proprietary and will become the sole property of DDO without any compensation or credit to you whatsoever.  DDO will have no obligations with respect to such submissions or posts.  DDO may use such submissions and the ideas contained in such submissions or posts for any purpose in any medium in perpetuity.

E.    Shipping and Returns  

You understand and agree to following terms and conditions in placing any order on or through the Website:

Adult Signature Requirement:
•    We strongly suggest shipping your order to a business address. State law, as well as FedEx policy, requires an adult signature at the time of delivery for every package containing wine. It is the shipper's responsibility to ensure an adult is available to sign for the shipment at delivery. Shipments will not be delivered under the following circumstances:
•    The recipient is not 21 years of age or older or does not have an acceptable form of ID.
•    The recipient shows signs of intoxication.
•    If a shipment is returned to us we will bill your card on file for the return shipping. Please contact us directly with any special requests. (503) 864-2700

Weather Restrictions:
•    To protect your wine investment, our shipping schedule will be dictated by weather and heat conditions in your area. Please call the winery (503-864-2700) with any questions regarding our current shipping schedule and to make special delivery arrangements.

Shipment Dates:
•    Please specify your preferred shipping and/or delivery date to guarantee timely receipt of your order. If a preferred date isn't specified, we will send your wine on the next available date. It is our preference to only ship wine on Monday's or Tuesday's, to prevent bottles from spending to much time in a non-temperature controlled environment. Orders for Monday shipments must be received no later than noon on the Friday prior. Tuesday shipments must be received by noon on the day before (Monday), to guarantee same-week shipping. Please call us to discuss exact shipping needs and to make special delivery arrangements. (503-864-2700)
Shipping States:
•    Being compliant with current state laws, DDO currently ships wine to the following states:
Alaska
Louisiana
North Dakota
Arizona
Maine
Ohio
California
Maryland
Oregon
Colorado
Michigan
South Carolina
Connecticut
Minnesota
Tennessee
District of Columbia
Missouri
Texas
Florida
Nebraska
Vermont
Georgia
Nevada
Virginia
Hawaii
New Hampshire
Washington
Idaho
New Jersey
West Virginia
Illinois
New Mexico
Wisconsin
Iowa
New York
Wyoming
Kansas
North Carolina


Returns
•    DDO Oregon stands behind every wine we make, and we want you to be completely satisfied with your purchase. If, for any reason, you are not satisfied with your order, please contact us within 30 days of receipt of your order and we will arrange for replacement (pending availability) or refund. Please contact us at sales@domainedrouhin.com, or call (503) 864-2700.

F.    DDO's Rights

DDO reserves the following rights: 

•    To terminate the use of the Website and/or the account of anyone who violates this Agreement.
•    To change the Website, the Materials, the form and nature of the Website and any products or services provided through the Website, at any time without notice.
•    To honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code, incentive offer or other promotion.
•    To refuse to provide any user or customer with any product or service.
•    To review, modify, filter, delete and remove any and all content, orders and information from the Website.
•    To update and download any software provided on or through the Website.
•    To display advertising and promotions, which may be targeted to certain users or sections of the Website based upon queries made or preferences indicated, and may not be identified as paid advertisements or promotions.
•    To provide you with notices, including those regarding this Agreement your account and your orders, by email, postings to your account or by other means.

You agree that the foregoing are DDO's rights, but not its obligations.

G.    Your Representations and Warranties

By using the Website, you represent and warrant that:

•    You are 18 years of age or older, an emancipated minor or the parent or guardian of a minor who you are authorizing to use the Website;
•    Are authorized to sign for and bind the person or entity using the Website;
•    You have the right to use any credit card(s) or other payment means used to initiate any order or other transaction through the Website;
•    You will provide only true, accurate, complete and current information to the Website and to DDO; and
•    You will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal your identity from DDO or in any information that you provide to DDO.

H.    Disclaimer of Website Warranties

THE WEBSITE AND THE INFORMATION, CONTENT, AND MATERIALS ON THE WEBSITE ARE PROVIDED ON AN "AS IS,” "WHERE IS,” "WHERE AVAILABLE” AND "AS AVAILABLE” BASIS.  TO THE FULLEST EXTENT PERMITTED UNDER LAW, DDO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, OR AS TO THE MATERIALS, SERVICES OR INFORMATION PROVIDED ON OR THROUGH THE WEBSITE.  YOU USE THE WEBSITE AT YOUR OWN RISK. 

DDO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE MATERIALS, SERVICES AND INFORMATION PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

NEITHER DDO, NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, SPONSORS OR LICENSORS OR THE LIKE (COLLECTIVELY "PROVIDERS”) WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY OR CURRENCY OF THE MATERIALS.  FURTHER, DDO DOES NOT WARRANT THE RELIABILITY OF, OR GUARANTEE OR ENDORSE ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE.  DDO IS NOT RESPONSIBLE IN ANY WAY FOR ANY TRANSACTION BETWEEN YOU AND ANOTHER USER OF THE WEBSITE.  DDO HAS NO OBLIGATION TO MAKE ANY CORRECTIONS TO THE WEBSITE OR MATERIALS. 

I.    Limitation of Liabilities

You agree that DDO and its Providers shall not be liable to you or any third party for any damage, loss or expense whatsoever, based in tort, contract, or otherwise, including but not limited to  direct, indirect, special, incidental, consequential or punitive damages (including without limitation, loss of profits, loss or corruption of data, loss of goodwill, computer failure or malfunction, or business interruption), arising out of or related to (1) this Agreement or your purchase of Product, (2) your use of or inability to use the Website or any of the Materials, services or information provided on or through the Website, (3) any products, services or information offered, sold or displayed on or through the Website, (4) personal injury or property damage of any nature, (5) any unauthorized access to or use of our servers and/or any and all information concerning you stored therein, (6) any interruption or cessation of the website or transmissions to or from the website, (7) any bugs, viruses, Trojan horses or the like that may be transmitted to or through the website by any third party.  These limitations apply regardless of whether DDO or any of its Providers have been advised of the possibility of such damages.  Because some jurisdictions do not allow the limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

J.    Indemnification

You agree to indemnify, defend, and hold harmless DDO, its officers, directors, agents, employees, affiliates and Providers from and against any and all claims, expenses, liabilities, costs and damages (including attorneys' fees), arising out of or related to any act or omission of you or your employees, agents, end users, or subcontractors, including but not limited to use of the Website, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.

K.    Choice of Law

This Agreement shall be governed by the laws of the State of Oregon, without giving effect to its conflict of law provisions.  You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Multnomah County, Oregon.  The United Nations Convention on the International Sale of Goods will not apply to any transactions under this Agreement.

L.    Dispute Resolution

If you reside outside of the United States, any dispute relating in any way to this Agreement shall be submitted to binding arbitration in Portland, Oregon, except that DDO may seek injunctive or other appropriate relief in any state or federal court in the state of Oregon, and you consent to exclusive jurisdiction and venue in such courts for that purpose. 

Arbitration under this agreement shall be conducted under the rules of the American Arbitration Association.  The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

If you reside within the United States, any dispute arising from or relating to this Agreement must be brought in a federal or state court in Multnomah County, Oregon.

You are responsible for your use of the Website, including all interactions with other users of the Website.  DDO is not an arbiter of user disputes.  DDO reserves the right, but has no obligation, to become involved in any such dispute.

M.    Limitations on Claims

Any cause of action you may have with respect to your use of the Website must be commenced within one (1) year after the claim or cause of action arises.

N.    Term and Termination

Without limiting its other remedies, DDO may temporarily suspend, indefinitely suspend or terminate this Agreement and your access to the Website and your account if you fail to comply with any term or condition of this Agreement.  DDO may take such actions at its sole discretion, without prior notice to you.  Upon such violation, you agree to terminate access to the Website.  Upon termination, those provisions of this Agreement that expressly or by their nature survive will continue in full force and effect.

O.    Links to this Website

DDO reserves the right in its sole discretion to terminate a link with any website that it deems inappropriate or inconsistent with this Website and/or this Agreement.

P.    Promotions

The Website may, from time to time, include contests, promotions, sweepstakes or other activities ("Promotions”) that require you to submit material or information concerning yourself.  Promotions may be governed by separate rules that contain certain eligibility requirements, such as restrictions as to age or geographic location.  You are responsible to read all Promotions rules to determine whether or not you are eligible to participate.  If you enter any Promotion, you agree to abide by and to comply with all Promotions rules.

Q.    Entire Agreement and Modifications to the Agreement

Additional DDO terms and conditions may apply to the order, purchase, pricing, delivery, return or exchange of Products.  The Agreement, together with any such additional DDO terms and conditions, is the entire agreement between DDO and you, and supersedes all prior or contemporaneous communications and proposals in any medium between you and DDO, unless such agreement expressly provides that it shall not be superseded by the terms of this Agreement.

 If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

You agree that DDO may amend these terms at any time by posting a revised version of the Agreement on the DDO website. DDO will also post any amendments or modifications to this Agreement on its website at www.domainedrouhin.com.  Any such modifications will become effective upon the date they are first posted to this Website.

R.    Severability

If any provision in or obligation under this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of other provisions in or obligations under this Agreement will not in any way be affected or impaired thereby.