Welcome, and thank you for your interest in Cult Wines (“Cult Wines,” “we,” or “us”) and our website at
www.wineinvestment.com/us/ along with our related websites,
applications, and other services provided by us
regarding your use of the Service. Please read the following terms carefully before using the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU
AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND
BY, THE FOLLOWING TERMS AND CONDITIONS,
TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND CULT WINES’
PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY CULT WINES AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. WITH THE EXCEPTION OF DISPUTES ARISING FROM THE PLATFORM (WHICH ARE RESOLVED IN
ACCORDANCE WITH THE INVESTMENT AGREEMENT) AND FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 11, YOU AGREE
THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING
THESE TERMS, YOU AND CULT WINES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS
ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR
RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE
DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. (SEE SECTION 11.)
ADDITIONAL TERMS. For the avoidance of doubt, if you are using the Platform (defined below), you are
subject to the additional terms as set forth in the Investment Management Agreement (the “Investment
Agreement”), which is incorporated by this reference into, and made a part of, these Terms. To the
extent that the Investment Agreement conflicts with these Terms, the terms contained in the Investment Agreement
will control. Further, if you are using the Service to purchase wine or spirits, you are subject to the
additional terms as set forth in the Retail and Sales Terms (the “Retail Terms”), which are incorporated
by this reference into, and made a part of, these Terms. To the extent that the Retail Terms conflict with these
Terms, the terms contained in the Retail Terms will control.
- Cult Wines Service Overview. Cult Wines’ Service includes an asset investment platform (the
that allows registered users (each, a “Client”) investment exposure to portfolios of wine or other
(“Assets”) that are offered, held, and managed by Cult Wines and reflect different investment goals
profiles. Neither Cult Wines nor any offering or sale of Assets purchased or sold for a Client’s account are
registered with the Securities and Exchange Commission or any equivalent state regulator.
- Eligibility. You are eligible to use the Service only if you are at least 21 years of age. By
these Terms, you represent and warrant to us that: (a) you are at least 21 years of age; and (b) your use of
the Service is in compliance with any and all applicable laws and regulations. If you are an entity,
organization, or company, the individual accepting these Terms on your behalf represents and warrants that
they have authority to bind you to these Terms and you agree to be bound by these Terms.
- Accounts and Registration. To access most features of the Service, you must register for an
account. When you register for an account, you may be required to provide us with some information about
yourself, such as your name, email address, or other contact information. You agree that the information you
provide to us is accurate and that you will keep it accurate and up to date at all times. When you register,
you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of
your account and password, and you accept responsibility for all activities that occur under your account.
If you believe that your account is no longer secure, then you must immediately notify us at [email protected]
- Licenses and Ownership
- Limited License. Subject to these Terms, Cult Wines grants you a limited, revocable
license to access and use the Service.
- You must comply with all applicable laws when using the Service. Except and solely to the extent
such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute,
publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c)
interfere with or circumvent any feature of the Service, including any security or access control
mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
- If you choose to provide input and suggestions regarding problems with or proposed modifications or
improvements to the Service (“Feedback”), then you hereby grant Cult
Wines an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to
exploit the Feedback in any manner and for any purpose, including to improve the Service and create
other products and services.
- The Service is owned and operated by Cult Wines. We or our licensors retain all right, title, and
interest in and to visual interfaces, graphics, design, compilation, information, data, computer
code (including source code or object code), products, software, services, and all other elements of
the Service and any trademarks, logos, or service marks displayed on the Service
(“Marks”). The Service and Marks are protected by intellectual property
laws, international treaties, and other laws. Except as expressly authorized by Cult Wines, you may
not make use of the Service or the Marks.
- Third-Party Terms
- Links and Third Party Content. The Service may contain links to third-party products,
services, and websites. We exercise no control over the third-party products, services, and websites
and we are not responsible for their performance, do not endorse them, and are not responsible or
liable for any content, advertising, or other materials available through the third party products,
services, and websites. We are not responsible or liable, directly or indirectly, for any damage or
loss caused to you by your use of or reliance on any goods or services available through the
third-party products, services, and websites. Additionally, if you follow a link or otherwise
navigate away from the Service, please be aware that these Terms will no longer govern. You should
review the applicable terms and policies, including privacy and data gathering practices, of any
third-party websites to which you navigate to from the Service.
- Third-Party Software. The Service may include or incorporate third-party software components
that are generally available free of charge under licenses granting recipients broad rights to copy,
modify, and distribute those components (“Third-Party Components”). Although the Service is
provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended
to prevent or restrict you from obtaining Third-Party Components under the applicable third-party
licenses or to limit your use of Third-Party Components under those third-party licenses.
- Changes to the Terms
We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above.
It is your responsibility to review the most recent version of these Terms and remain informed of any
changes. You agree that your continued use of the Service after the effective date of any changes will
constitute your acceptance of the changed Terms for your continued use, on a going forward basis. If a
change to these Terms materially modifies your rights or obligations, we will require that you accept the
modified Terms in order to continue to use the Service. Material modifications are effective upon your
acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising
under these Terms will be resolved in accordance with the version of these Terms that was in effect at the
time the dispute arose.
- Term, Termination, and Modification of the Service
- Term. These Terms are effective beginning when you accept the Terms or first download,
install, access, or use the Service, and ending when terminated as described in Section 7.2.
- Termination. If you violate any provision of these Terms, your authorization to access the
Service and these Terms automatically terminate. These Terms will also automatically terminate upon
termination of the Investment Agreement. In addition, Cult Wines may, at its sole discretion,
terminate these Terms or your account on the Service, or suspend or terminate your access to the
Service, at any time for any reason or no reason. Cult Wines will provide notice of the termination
unless a court order or other legal process prohibits the Cult Wines from providing such notice. You
may terminate your account and these Terms by contacting customer service at [email protected]
- Effect of Termination. Upon termination of these Terms: (a) your license rights will
terminate and you must immediately cease all use of the Service; (b) you will no longer be
authorized to access your account or the Service; and (c) all payment obligations accrued prior to
termination and Sections 4.3, 4.4, 7.3, 8, 9, 10, 11, and 12 will survive.
- Modification to the Service. We reserve the right to modify or discontinue, temporarily or
permanently, all or a part of the Service without notice. We will not be liable to you or to any
third party for any modification, suspension, or discontinuance of the Service.
- Discalimer of Warranties. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS
IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS SET FORTH IN THE INVESTMENT AGREEMENT, CULT WINES DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING: (A) ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT;
AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EXCEPT AS SET FORTH IN THE
INVESTMENT AGREEMENT, CULT WINES DOES NOT WARRANT THAT THE SERVICE, OR ANY PORTION OF THE SERVICE, WILL BE
UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CULT WINES DOES NOT
WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. HOWEVER, CULT WINES DOES NOT DISCLAIM ANY WARRANTY OR
OTHER RIGHT THAT CULT WINES IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
- Limitation of Liability.
CULT WINES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES
(EVEN IF CULT WINES HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE
SERVICE. CULT WINES’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE
(INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION
OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ACTUAL EXPENSES, LOSSES, DAMAGES,
LIABILITIES, DEMANDS, CHARGES OR CLAIMS THAT ARE THE DIRECT RESULT OF AN ACT OR OMISSION TAKEN OR OMITTED BY
CULT WINES WHICH CONSTITUTES GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT, NOT TO EXCEED THE GREATER OF
THE AMOUNT YOU HAVE PAID TO CULT WINES IN CONNECTION WITH YOUR USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO
THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM, HOWEVER SOLELY WITH RESPECT TO PURCHASES PURSUANT TO THE
RETAIL TERMS, SECTION 7 OF THE RETAIL TERMS WILL CONTROL OVER THIS SECTION 9 AND GOVERN THE LIABILITY OF THE
PARTIES WITH RESPECT TO SUCH PURCHASES IN ALL RESPECTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR
EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS
ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS
IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL
APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Indemnity. You will indemnify and hold Cult Wines, and affiliates, officers, agents, and employees,
harmless from any costs, damages, expenses, and liability caused by your use of the Service, your violation
of these Terms, your violation of any rights of a third party through use of the Service, or your breach of
any representation or warranty made by you within these Terms. We reserve the right, at our own expense, to
assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without
limiting your indemnification obligations with respect to that matter), and in that case, you agree to
cooperate with our defense of those claims. These indemnification obligations are in addition to any
indemnification obligations set forth in the Investment Agreement.
- Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and Cult Wines in the most
expedient and cost effective manner, and except as described in Section 11.2 and 11.3, you and Cult
Wines agree that every dispute arising in connection with these Terms will be resolved by binding
arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can
be subject to very limited review by courts. Arbitrators can award the same damages and relief that
a court can award. This agreement to arbitrate disputes includes all claims arising out of or
relating to any aspect of these Terms, whether based in contract, tort, statute, fraud,
misrepresentation, or any other legal theory, and regardless of whether a claim arises during or
after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS,
YOU AND CULT WINES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS
- Exceptions. Despite the provisions of Section 11.1, nothing in these Terms will be deemed to
waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in
small claims court; (b) pursue an enforcement action through the applicable federal, state, or local
agency if that action is available; (c) seek injunctive relief in a court of law in aid of
arbitration; or (d) to file suit in a court of law to address an intellectual property infringement
- Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of
the provisions of this Section 11 within 30 days after the date that you agree to these Terms by
sending a letter to Cult Wines, Attention: Legal Department – Arbitration Opt-Out, Cult Wines, 200
Park Avenue South, Suite 1116, New York, New York, 10003. that specifies: your full legal name, the
email address associated with your account for the Services, and a statement that you wish to opt
out of arbitration (“Opt-Out Notice”). Once Cult Wines receives your Opt-Out Notice, this
Section 11 will be void and any action arising out of these Terms will be resolved as set forth in
Section 12.1. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
- Arbitrator. Any arbitration between you and Cult Wines will be settled under the Federal
Arbitration Act and administered by the American Arbitration Association (“AAA”) under its
Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA
Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or
by contacting Cult Wines. The arbitrator has exclusive authority to resolve any dispute relating to
the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice of Arbitration; Process. A party who intends to seek arbitration must first send a
written notice of the dispute to the other party by certified U.S. Mail or by Federal Express
(signature required) or, only if that other party has not provided a current physical address, then
by electronic mail (“Notice of Arbitration”). Cult Wines’ address for Notice is: 200 Park Avenue
South, Suite 1116, New York, New York, 10003. The Notice of Arbitration must: (a) describe the
nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”).
The parties will make good faith efforts to resolve the claim directly, but if the parties do not
reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Cult
Wines may commence an arbitration proceeding. All arbitration proceedings between the parties will
be confidential unless otherwise agreed by the parties in writing. During the arbitration, the
amount of any settlement offer made by you or Cult Wines must not be disclosed to the arbitrator
until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an
amount higher than the last written settlement amount offered by Cult Wines in settlement of the
dispute prior to the award, Cult Wines will pay to you the higher of: (i) the amount awarded by the
arbitrator; or (ii) $10,000.
- Fees. If you commence arbitration in accordance with these Terms, Cult Wines will reimburse
you for payment of the filing fee, unless your claim is for more than $10,000, in which case the
payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a
location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less,
you may choose whether the arbitration will be conducted: (a) solely on the basis of documents
submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an
in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
If the arbitrator finds that either the substance of your claim or the relief sought in the Demand
is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal
Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In
that case, you agree to reimburse Cult Wines for all monies previously disbursed by it that are
otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the
arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to
explain the essential findings and conclusions on which the decision and award, if any, are based.
The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or
expenses at any time during the proceeding and upon request from either party made within 14 days of
the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND CULT WINES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY
IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. Further, unless both you and Cult Wines agree otherwise, the arbitrator
may not consolidate more than one person’s claims, and may not otherwise preside over any form of a
representative or class proceeding.
- Modifications to this Arbitration Provision. If Cult Wines makes any future change to this
arbitration provision, other than a change to Cult Wines’ address for Notice of Arbitration, you may
reject the change by sending us written notice within 30 days of the change to Cult Wines’ address
for Notice of Arbitration, in which case your account with Cult Wines will be immediately terminated
and this arbitration provision, as in effect immediately prior to the changes you rejected will
- Enforceability. If Section 11.7 or the entirety of this Section 11 is found to be
unenforceable, or if Cult Wines receives an Opt-Out Notice from you, then the entirety of this
Section 11 will be null and void and, in that case, exclusive jurisdiction and venue described in
Section 12.1 will govern any action arising out of or related to these Terms.
- Governing Law and Venue. These Terms are governed by the laws of the State of New York,
without regard to conflict of law provisions of that State. Any legal suit, action, or proceeding
relating to these Terms must be instituted in the federal or state courts located in New York
County, New York. You irrevocably submit to the exclusive jurisdiction of such courts in any such
suit, action, or proceeding.
- Severability. If any provision of these Terms or its application is invalid, illegal, or
unenforceable in any respect, such provision or its application shall be enforced to the fullest
extent permissible under the law, and these Terms shall be deemed to be amended accordingly. The
validity, legality, and enforceability of all other applications of the provision in question and of
all other provisions and applications shall not in any way be affected or impaired.
carefully for information relating to our collection, use, storage, disclosure of your personal
incorporated by this reference into, and made a part of, these Terms.
- No Waiver. The failure to require performance of any provision will not affect our right to
require performance at any other time after that, nor will a waiver by us of any breach or default
of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or
a waiver of the provision itself.
Agreement, the Retail Terms, and any other agreements expressly incorporated by reference into these
Terms, are the entire and exclusive understanding and agreement between you and Cult Wines regarding
your use of the Service.
- Assignment. . You may not assign or transfer these Terms or your rights under these Terms, in
whole or in part, by operation of law or otherwise, without our prior written consent. We may assign
these Terms at any time without notice or consent.
- Interpretation. These Terms shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any
instrument to be drafted. Use of Section headers in these Terms is for convenience only and will not
have any impact on the interpretation of any provision. Throughout these Terms the use of the word
“including” means “including but not limited to.”
- Contacting Cult Wines
If you have any questions or concerns about the Service or these Terms, you may contact us by email at [email protected] or write to us at:
200 Park Avenue South
New York, New York, 10003
Tel: +1 (914) 401 8417