Last updated: 2014-11-10
WHEREAS, UAB “Market Smart”, trademark “GlobalWineTrade” and domain www.globalwinetrade.com holder, located at Lauru sodu 3-oji 1, LT 10150 Vilnius, Lithuania, company code 303203852, is a global wine marketplace and consultancy service provider (hereinafter – “GlobalWineTrade“, “we”, “us”);
WHEREAS, you (“you” or the “User”) are an individual or entity that uses GlobalWineTrade services;
WHEREAS, www.GlobalWineTrade.com (the “Website“) is an online global Wine products marketplace;
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and enter into the agreement (the “Agreement“) as follows:
- GENERAL PROVISIONS AND ACCEPTANCE OF THE AGREEMENT
- This Agreement comes into effect at the moment you register at the Website and create your Account and is applicable for every user of the Website, including customers and manufacturers of Wine products. For the purpose of your Account creation you may be required to provide an additional information about you and/or your company as requested by GlobalWineTrade.
- By creating the Account you agree and give your full consent to GlobalWineTrade to host various information about your Wine products on the Website and to provide access to it for other users. If you do not agree to such conditions, you must inform us about it in writing.
- GlobalWineTrade may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Agreement or such policies and rules on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website following any such revisions to the Agreement or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use our services.
- We provide two types of services: (1) a global Wine products marketplace where both customers and manufacturers of Wine products can interact, publish and discover products, and engage in business (trade) relationship; (2) consultancy services on various wine related matters, including among others, mergers & acquisitions, marketing, business development. GlobalWineTrade may from time to time introduce new services on the Website which shall be subject to this Agreement or unilaterally modify or discontinue, temporarily or permanently, the services (or any part thereof).
- Subject to the Agreement, you may access and use our services only for your internal business purposes as contemplated by the Agreement. You shall not (1) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make our services and/or content available to any third party, other than as expressly permitted by this Agreement; (2) use our services to process data on behalf of any third party, or (3) use our services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the services and its components.
- GlobalWineTrade service fees are variable. The current pricing schedule, fees and payment options are available at the Website. We reserve the right to change the pricing and fees at any time upon 30 days notice from us, but without your consent.
- If you have chosen to upgrade to a monthly or annual payment plan, you will be billed monthly or annually starting on the day of the upgrade. You can cancel a Paid Plan at any time and you will not be billed again. Upon upgrading or downgrading in plan level, you will be credited pro rata for the time remaining in the current billing cycle.
- GlobalWineTrade may offer individual service fee plans (including individual payment periods) to you. In this case GlobalWineTrade fees applicable to you are determined by such individual service fee plan.
- GlobalWineTrade’s consultancy service fees are custom and are determined according to every individual consultancy project.
- GlobalWineTrade will not provide any refunds of your paid fees, including, but not limited to, unsuccessful transaction between you and the manufacturer/customer.
- GLOBALWINETRADE ROLE
- GlobalWineTrade provides an online platform for third-party business-to-business customers and manufacturers/suppliers to negotiate and complete transactions. GlobalWineTrade is not involved in the actual transaction between customers and manufacturers/suppliers and is not the commercial agent of them and has no authority for either of them for any purpose. As the User, you use the Website and/or our services at your own risk.
- When customers make a purchase from a manufacturer or a manufacturer sells a product through the Website and/or by using our services, customers are purchasing a product from a manufacturer (not from GlobalWineTrade) and manufacturers (not GlobalWineTrade) are selling products directly to customers. GlobalWineTrade has no control over customers and manufacturers/suppliers or the ability of them to pay for products or deliver them. GlobalWineTrade has no responsibility to ensure that you and your contractor complete a successful transaction.
- GlobalWineTrade does not provide Wine consuption advice in any form and cannot be considered as a Wine Sale company of any type. No content, services or products available on our Website or via any form of communication may be taken as a wine advice or recommendation to use a Wine product.
- LIABILITY AND INDEMNIFICATION
- You agree to defend and indemnify GlobalWineTrade and its employees from any claim or demand, including reasonable attorney’s fees, arising from your failure to comply with this Agreement, your violation of any law, or the rights of a third party.
- GlobalWineTrade shall not be liable to you or any third party for an insecure computer and/or internet connection of the User, server failure and technical faults, which result in a loss of ability to access the Website, your data and/or our services; system hacks; data loss; or any modification, suspension or discontinuation of the services.
- GlobalWineTrade is not responsible for information provided at other websites, even if the User followed links to those websites from the Website.
- GlobalWineTrade does not have control of and is not liable for the products that are bought through the GlobalWineTrade marketplace or the risks that are associated with your business/transaction partners. GlobalWineTrade is not a manufacturer of Wine products nor an agent of such manufacturer, therefore GlobalWineTrade takes no responsibility for audits of products, licences and related requirements in the Wine industry.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL GLOBALWINETRADE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, GLOBALWINETRADE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
- INTELLECTUAL PROPERTY
- The URLs representing the Website, “GlobalWineTrade”, and all related logos of our services described in our Website are copyrighted by GlobalWineTrade and are trademarks of GlobalWineTrade. In addition, all page headers, custom graphics, design, button icons, scripts, source code, content (including GlobalWineTrade’s marketplace database) are copyrighted by GlobalWineTrade. You may not copy, imitate, modify, alter, amend or use them without our prior written consent.
- TERMINATION (LIMITATION) OF THE AGREEMENT
- The term of this Agreement is for a period of time when you successfully register for the Account until this Agreement is terminated for whatever reason. You can cancel your Account at any time by sending e-mail to info@GlobalWineTrade. There are no other means of cancelling your Account. All of your content will be deleted from the Website within twenty four (24) hours upon cancellation. This information cannot be recovered once your Account is cancelled. If you are subscribed to the Paid Plan and you cancel our services, your cancellation will take effect immediately and you will not be charged again. Account cancellation shall also mean the Agreement termination.
- At any time and for any reason in its sole discretion GlobalWineTrade may terminate/limit this Agreement and your access to the Website and/or your Account. GlobalWineTrade shall have no liability or obligation for the termination of this Agreement.
- APPLICABLE LAW AND DISPUTE RESOLUTION
- The interpretation, validity and enforcement of this Agreement, and all legal actions brought under or in connection with the subject matter of this Agreement, shall be governed by the law of the Republic of Lithuania and applicable European Union legislation.
- Any disagreements or disputes of the User and GlobalWineTrade, arising from this Agreement, shall be settled in the competent court of the Republic of Lithuania, according to the registration address of GlobalWineTrade.