GRAPE STARS INTERNATIONAL, INC.
CONDITIONS OF USE

Thank you for visiting the website (“Site”) and/or mobile applications (“Apps”) of and for Grapestars International, Inc. (“Grapestars”), which provides a convenient, safe and responsible way to purchase alcohol beverages from licensed retailers. The terms “GrapeStars.com,” “for Grape Stars International, Inc.,” “Grape Stars”, “Grapestars”, “the Site”, “the App”, “us” or “we” refer to Grape Stars International, Inc. and/or its subsidiaries or affiliates and are collectively (or individually, as applicable) referred to herein as “Grapestars”.  The terms “you”, “your”, “user”, “purchaser”, or “customer” refer to the user or viewer of the Grapestars Site, Apps or any component of the Grapestars Services (as defined herein).  Please read this privacy policy carefully. We provide online features and related services to you when you: (i) visit or shop at grapestars.com (ii) utilize Grapestars’ applications for smartphones and similar mobile technology platforms, or (iii) use software provided by Grapestars in connection with the services we provide for facilitating the safe, convenient and responsible sale of alcohol beverages (collectively, the “Grapestars Services”). Grapestars provides the Grapestars Services subject to the conditions listed below (the “Conditions of Use”).


General Terms and Conditions

By using Grapestars Services, you agree to these Conditions of Use. Please read them carefully. Your use of the Grapestars Services is expressly subject to the following Conditions of Use If you do not agree with any of these Conditions of Use, do not access or otherwise use the Grapestars Services or any information or materials contained on them. Your use of the Grapestars Services shall be deemed to be your agreement to abide by each and all of the Conditions of Use set forth herein. These Conditions of Use may be updated by Grapestars at any time and from time to time with or without notice to you. Your continued use of the Grapestars Services following any such change shall be deemed to indicate your acceptance of any modifications to these Conditions of Use.

By using the Grapestars Services, you agree that you are responsible for maintaining the confidentiality of your account and password, if any, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Grapestars reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

The content of the pages of this Site and Apps is for your general information and use only. It is subject to change without notice. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this Site for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Your use of any information or materials on this Site or Apps is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Site or Apps meet your specific requirements. You agree that Grapestars and its licensors may make improvements and/or changes in the Site and Apps content and services or events described in this Site and Apps, if any, at any time without notice and without liability to you of any kind. You are responsible for compliance with applicable local laws, keeping in mind that access to the Grapestars Services may not be legal by certain persons or in certain countries. If any provision of these Conditions of Use is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Grapestars to enforce any right or provision in these Conditions of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Grapestars in writing. The Conditions of Use, along with the Privacy Policy, comprises the entire agreement between you and Grapestars and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. These Conditions of Use are personal to you and you may not transfer, assign, or delegate these Conditions of Use to anyone without the express written permission of Grapestars. Any attempt by you to assign, transfer, or delegate these Conditions of Use without the express written permission of Grapestars shall be null and void. These Conditions of Use will inure to the benefit of Grapestars, its successors, assigns, and licensors. The paragraph headings in these Conditions of Use, shown in boldface type, are included to help make the agreement easier to read and have no binding effect.

Your use of the Grapestars Services and any dispute arising out of such use is subject to the laws of the United States. Florida law and controlling United States federal laws, without regard to the choice or conflicts of law provisions of any jurisdiction, will govern any action related to these Conditions of Use. You agree to submit to the jurisdiction of the state and federal courts located in Miami-Dade County, in the State of Florida, for the resolution of all disputes arising from or related to these Conditions of Use and/or your use of the Grapestars Services.

YOU AGREE TO THE MANDATORY AND EXCLUSIVE VENUE OF THE FEDERAL AND STATE COURTS IN MIAMI-DADE COUNTY FLORIDA FOR THE RESOLUTION OF ANY AND ALL DISPUTES SURROUNDING YOUR USE OF THE GRAPESTARS SERVICES; YOU WAIVE ALL DEFENSES AND OBJECTIONS IN THAT VENUE AND JURISDICTION BASED ON INCONVENIENT FORUM, VENUE, AND PERSONAL JURISDICTION.

This Site and Apps contain material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these Conditions of Use The “Grape Stars” trademarks, including without limitation, graphics, logos, page headers, button icons, scripts, and service names, are trademarks, or trade dress of Grapestars in the U.S. and/or other countries.  Grapestars’ trademarks and trade dress may not be used in connection with any product or service that is not Grapestars’ in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Grapestars. All other trademarks not owned by Grapestars that appear on the Site or Apps are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Grapestars.  All trademarks reproduced in this Site  or Apps which are not the property of, or licensed to, Grapestars are acknowledged on the Site or Apps.

Unauthorized use of the Grapestars Services may give rise to a claim for damages and/or be a criminal offense. From time to time, the Grapestars Services may also include links to other websites, mobile applications, or similar technology media (“Linked-Out Media”). These links are provided for your convenience to provide further information. They do not signify that we endorse the Linked-Out Media. We have no responsibility for the content of the Linked-Out Media.


Acknowledgments

Grapestars promotes the sale and shipping of alcohol beverages by duly licensed retail merchants. Alcohol beverages are a heavily-regulated commodity. Consequently, as a condition of accessing the Grapestars Site and Apps and using the Grapestars Services, you expressly and affirmatively acknowledge and agree to the following:

  1. GRAPESTARS DOES NOT SELL ALCOHOL BEVERAGES OR PROVIDE SHIPPING SERVICES, AND GRAPESTARS IS NOT A TRANSPORTATION CARRIER. ALL SALES AND DELIVERIES OF ALCOHOL BEVERAGES ARE MADE BY DULY LICENSED, PARTICIPATING RETAIL MERCHANTS.
  2. GRAPESTARS OFFERS INFORMATION AND A METHOD TO CONNECT DULY LICENSED, PARTICIPATING RETAIL MERCHANTS TO YOU AND OTHER LAWFUL CUSTOMERS SEEKING TO PURCHASE ALCOHOL BEVERAGES; GRAPESTARS DOES NOT, AND DOES NOT INTEND TO, MAKE SALES OF ALCOHOL BEVERAGES, PROVIDE SHIPPING SERVICES FOR SUCH PURCHASES, OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, SHIPPING CARRIER, OR COMMON CARRIER.
  3. EACH PARTICIPATING RETAILER IS THE SELLER OF RECORD FOR THE PARTICULAR PRODUCTS IT PROMOTES VIA THE GRAPESTARS SITE AND APPS AND THE GRAPESTARS SERVICES, AND SELLS TO YOU AND OTHER CONSUMERS. GRAPESTARS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SALE OF ALCOHOL BEVERAGES OR DELIVERY OF SUCH PRODUCTS SOLD AND DELIVERED BY PARTICIPATING RETAIL MERCHANTS TO YOU OR ANY OTHER CUSTOMER OR OTHER THIRD PARTY.
  4. GRAPESTARS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTIONS OR OMISSIONS OF ANY PARTICIPATING RETAIL MERCHANT, OR ANY COMMON CARRIER OR DELIVERY AGENT UTILIZED BY SAID MERCHANT, TO EFFECT THE DELIVERY OF PRODUCTS SOLD OR PROVIDED BY ANY PARTICIPATING RETAIL MERCHANTS TO YOU OR ANY OTHER CUSTOMER OR OTHER THIRD PARTY.
  5. GRAPESTARS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTIONS OR OMISSIONS OF YOU OR ANY CUSTOMER THAT MAY RESULT, DIRECTLY OR INDIRECTLY, FROM THE PURCHASE AND/OR CONSUMPTION OF ALCOHOL BEVERAGES PROMOTED BY OR ACQUIRED THROUGH THE GRAPESTARS SERVICES.
  6. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE GRAPESTARS SITE, APP AND/OR SERVICES.
  7. YOU WILL NOT USE THE GRAPESTARS SERVICES UNLESS YOU ARE 21 YEARS OF AGE OR OLDER, AND YOU WILL NOT FURNISH ALCOHOL BEVERAGES OBTAINED THROUGH THE GRAPESTARS SERVICES TO ANY PERSON WHO IS NOT A LAWFUL CONSUMER, i.e., SOMEONE WHO IS EITHER (i) UNDER 21 YEARS OF AGE, OR (ii) OBVIOUSLY INTOXICATED, APPARENTLY INTOXICATED, OR KNOWN TO BE A HABITUAL DRUNKARD WITHIN THE MEANING OF THE LAWS GOVERNING THE STATE IN WHICH YOU RESIDE.
  8. YOU CONFIRM THAT THE PERSON PLACING AN ORDER VIA THE GRAPESTARS SERVICES AND THE PERSON RECEIVING A SHIPMENT OF ALCOHOLIC BEVERAGES PURSUANT TO AN ORDER PLACED VIA THE GRAPESTARS SERVICES IS OVER THE AGE OF 21 AD THAT RECEIPT OF SHIPMENTS CONTAINING ALCOHOL BEVERAGES REQUIRES THE SIGNATURE OF A PERSON 21 YEARS OF AGE OR OLDER WHO IS NOT INTOXICATED.

 


Additional Legal Requirements

If you intentionally or unintentionally misrepresent your age in order to provide alcohol to a person under the age of 21, Grapestars shall have the right to take action against you or seek indemnification from you for any suit to which Grapestars or its licensed third-party clients may be subject to the full extent allowable by law. As required by the Communications Decency Act of 1996, Grapestars hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to content that may be harmful to minors.


Privacy

Please review our Privacy Policy, which also governs your use of the Grapestars Services, to understand our practices. You can access our Privacy Policy by clicking here.


Electronic Communications

When you use any Grapestars Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, texting or by posting notices on the Site, the Apps, or through the other Grapestars Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any submission of any information or ideas to us will be solely and exclusively owned by Grapestars and that you will retain no rights in such submissions, including no right to exploit or commercialize the content or concepts in your submission. 


Copyright

All content included in or made available through any Grapestars Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Grapestars or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Grapestars Services is the exclusive property of Grapestars and protected by United States and international copyright laws.


Trademarks

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Grapestars Services (“Grapestars’ Intellectual Property”) each and all are trademarks or trade dress of Grapestars in the United States. Grapestars’ Intellectual Property may not be used in connection with any product or service that does not belong to, or is not controlled by, Grapestars. Nor can Grapestars’ Intellectual Property be used in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Grapestars. All other trademarks not owned by Grapstars that appear in any Grapestars Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Grapestars.


Patents

One or more patents that may be owned by Grapestars may apply to the Grapestars Services and to the features and services accessible via the Grapestars Services. Portions of the Grapestars Services may operate under license of one or more patents. You can access a non-exhaustive list of applicable Grapestars patents and applicable licensed patents used by Grapestars by clicking here.


License and Access

Subject to your compliance with these Conditions of Use and your payment of any applicable fees, Grapestars or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Grapestars Services. This license does not include any resale or commercial use of any Grapestars Services, or its contents; any collection and use of any product listings, descriptions, or prices associated with any good furnished or service provided by any participating retail merchant; any derivative use of any Grapestars Services or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or other service terms issued by Grapestars are reserved and retained by Grapestars or its licensors, suppliers, publishers, rights holders, or other content providers. No Grapestars Services, nor any part of any Grapestars Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Grapestars. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Grapestars without Grapestars’ express written consent. You may not use any meta tags or any other “hidden text” utilizing Grapestars’ name or trademarks without the express written consent of Grapestars.

Equally important, all goods and services promoted by Grapestars and sold by participating licensed retail merchants must be purchased, received and consumed responsibly. You may not misuse the Grapestars Services. You may use the Grapestars Services only as permitted by law. This includes the following specific responsibilities:

  • You must be 21 year of age or older to use the Grapestars Services, and you must be willing and able to certify that you are of legal age for the purpose of purchasing, receiving and consuming alcohol beverages;
  • You cannot furnish alcohol to minors or any other person prohibited by law from having or consuming alcohol beverage, i.e., anyone who is (i) under twenty-one years of age; (ii) visibly or obviously intoxicated at the time of delivery to you, or known by you to be a habitual drunkard; or (iii) otherwise legally ineligible to purchase or take possession of alcohol beverages;
  • You will provide your legal signature and a bona fide government-issued photo identification upon delivery of any products purchased from a participating retail merchant using the Grapestars Services.

The licenses granted by Grapestars terminate if you do not comply with these Conditions of Use or any other service terms issued by Grapestars.


Your Account

If you use any Grapestars Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Grapestars promotes and facilitates sales of alcohol beverages by duly licensed retail merchants to lawful adults, who can purchase with a credit card or other permitted payment method. Alcohol listings on Grapestars are intended for adults. You must be at least 21 years of age to purchase alcohol, or use any site functionality related to alcohol. If you are under 21 years of age, you may not use the Grapestars Services. Grapestars reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.


Reviews, Comments, Communications, and Other Content

At Grapestars’ sole discretion, the Grapestars Services may allow visitors to post reviews, comments, photos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information. When such functionality is enabled:

  1. You may do so as long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, transmitted to underage recipients (i.e., under 21 years of age) or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”
  2. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Grapestars reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
  3. If you do post content or submit material, and unless we indicate otherwise, you grant Grapestars a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Grapestars and sublicensees the right to use the name that you submit in connection with such content, if they choose.
  4. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Grapestars for all claims resulting from content you supply.

Grapestars has the right but not the obligation to monitor and edit or remove any activity or content. Grapestars takes no responsibility and assumes no liability for any content posted by you or any third party.


Copyright Complaints

Grapestars respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint in writing to us with this information:

  • A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Grapestars’ Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Grape Stars International, Inc.
Attn: Copyright Agent
Two Brickell City Center
78 SW 7th Street
Fifth Floor
Miami, Florida 33130

Please note that this procedure is exclusively for notifying Grapestars that your copyrighted material has been infringed.


Additional Terms of Sale and Shipping

No sales of alcoholic beverages are made by Grapestars. All sales of the alcoholic beverages marketed by Grapestars via the Grapestars Services are made by licensed third parties.  All shipping and fulfillment is also completed by such licensed parties and their affiliates and agents and such licensed parties retain the right to decide whether shipping to your state is permitted by applicable laws and the licenses which they hold.

All alcohol beverage products sold by licensed third party retailers which are marketed via the Grapestars Services are sold in the state in which such licensed retailer is located. Title to the alcohol beverage products purchased by customers and the risk of loss passes from such licensed retailer to the customer in the state in which such licensed retailer is located and licensed upon the shipment of your order by the licensed retailer. The terms of shipment may vary from order to order. You will be notified at the point of purchase as to the applicable shipping charges and taxes, which you are responsible for paying. Grapestars makes no representations as to the legal rights of anyone to ship or import wines into any state or local jurisdiction. The remittance of any and all federal, state, sales use and excise taxes is the responsibility of the applicable licensed retailer.  The licensed retailers do not ship to states, counties or cities where shipping alcohol beverages is prohibited by law. The licensed retailers currently ship to the following states listed on our Shipping Policy page, which is accessible at the following link. Product availability and limitations on orders vary by state. Proof that you are twenty-one (21) years of age will be required upon delivery.

By arranging for transportation of the wine, the licensed retailer from which you make a purchase by way of the Grapestars Services is providing a service, and acting on behalf of the purchaser. You are representing that you are acting in a fashion compliant with the laws and regulations of your state, municipality, any other jurisdiction whose laws apply to you, and any other jurisdiction whose laws apply to you and the purchase, shipping, transportation and delivery of alcohol beverages, including, without limitation, wine. You affirm and represent that you have obtained any and all required permission or consent, paid any required fees, and are working through properly licensed intermediaries where required, and you, or the purchaser or other intended or actual recipient, is legally entitled to receive and take possession of alcoholic beverages, is legally entitled to the quantities ordered and delivered and once again represents that he/she is 21 years of age or older.


Purchasing Process and Protocols

Because Grapestars does not engage in the sale of alcohol beverages, all sales terms and conditions for products promoted through the Grapestars Services are set and confirmed by the participating licensed retail merchants selling those products, which retail merchants always retain the right to decide whether to accept or reject each order placed with them by way of the Grapestars Services. However, the following protocols apply to all sales facilitated by the Grapestars Services:

  1. The customer purchasing the products offered through the Grapestars Services must be the recipient to whom the duly licensed, participating retail merchant delivers those purchased products.
  2. Each customer purchasing alcohol beverages must provide the retail merchant’s delivery agent with a government-issued photo identification confirming the recipient’s age and identity upon delivery. This identification must be an original instrument, and not a copy, photo or facsimile of an identification document.
  3. The name on the proffered identification must match the name on the credit card used by the customer who purchased and paid for the order.
  4. If the customer does not provide sufficient and valid identification to the delivery agent upon delivery (or if the identification is deemed by delivery agent in his/her sole discretion, the expertise of which is acknowledged, to be fraudulent, false, or sufficiently in question to warrant rejection) or if the identification provided does not match the name on the credit card used by the purchaser to pay for the order, the customer agrees that s/he will forfeit the order and the cost of the order will be paid to the participating retail merchant and/or the common carrier in consideration for the time and effort required to prepare, package, and transport the order to the customer and back to the retailer. In such a case of an unverified or unverifiable identification, the customer will not be entitled to any refund or return.

Risk of Loss

All items purchased using the Grapestars Services are sold by a duly licensed, participating retail merchant, who is responsible for both the sale and delivery of the purchased products. When the participating retail merchant uses a common carrier to deliver products purchased by you through the Grapestars Services, this means that the risk of loss and title for such items pass to you upon the retail merchant’s delivery of those purchased products to the common carrier.


Refunds, Returns, and Title

Grapestars at no time owns, sell, takes title to, or otherwise possesses any products sold to you by a participating retail merchant through your use of the Grapestars Services. Consequently, any returns must be effected directly through and with the retail merchant who sold such items to you. At the participating retail merchant’s sole discretion, a refund may be issued to you without requiring a return. For more information about our returns and refunds, please contact the specific retail merchant who sold the products for which you seek a refund or return. For an overview of the refund and return policies put in place by the participating licensed retailers, please see our Return Policy at the following link.


Descriptions of Products

It is always Grapestars’ goal, and Grapestars always attempts to be, as accurate as possible.. However, Grapestars does not warrant that product descriptions or other content of any Grapestars Service sis accurate, complete, reliable, current, or error-free. If a product promoted by Grapestars itself is not as described, your sole remedy is to return it in unused condition and on a timely basis to the retail merchant who sold it to you in accordance with that retail merchant’s return/refund policy.


Pricing-Related Terms

Except where noted otherwise, the List Price or Suggested Price displayed for products on any Grapestars Services represents the full retail price listed on the product itself. Prices are determined in the sole and exclusive discretion of the licensed retailers who sell the products. We cannot confirm the price of an item until you order. Despite Grapestars’ best efforts, a small number of the items listed on our Site and/or Apps  may be mispriced relative to the participating retail merchant’s actual pricing. If the correct price of an item featured by Grapestars is higher than our stated price, either Grapestars or the participating merchant retailer will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.


Grapestars Software Terms

The following terms (the “Software Terms”) apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with Grapestars Services (the “Software”):

  1. You may use Software solely for purposes of enabling you to use and enjoy the Grapestars Services as provided by Grapestars, and as permitted by the Conditions of Use, these Software Terms and any other service terms adopted and issued by Grapestars.
  2. You may not incorporate any portion of the Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part.
  3. You may not use the Software for any illegal purpose, including but not limited to reselling or otherwise furnishing alcohol beverages to minors or other unlawful consumers.
  4. We may cease providing any Software and we may terminate your right to use any Software at any time. Your rights to use the Software will automatically terminate without notice from us if you fail to comply with any of these Software Terms, the Conditions of Use or any other service terms adopted and published by Grapestars.
  5. Additional third-party terms contained within or distributed with certain Software that are specifically identified in related documentation may apply to that Software (or software incorporated with the Software) and will govern the use of such software in the event of a conflict with these Conditions of Use.
  6. All software used in any Grapestars Services is the property of Grapestars or its software suppliers and protected by United States and international copyright laws.

Other Businesses

Duly licensed retail merchants and parties other than Grapestars operate stores, provide the services, or sell the products promoted on the Site and Apps and via the Grapestars Services. In addition, we may provide links to the sites of affiliated companies and certain other businesses. Grapestars is not responsible for examining or evaluating, and we do not warrant the offerings of, any of these participating retail merchants, businesses or individuals, or the content of their respective websites. Grapestars does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.


Limitation of Liability and Disclaimer of Warranties

THE GRAPESTARS SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GRAPESTARS SERVICES ARE PROVIDED BY GRAPESTARS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. GRAPESTARS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE GRAPESTARS SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GRAPESTARS SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE GRAPESTARS SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GRAPESTARS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GRAPESTARS DOES NOT WARRANT THAT THE GRAPESTARS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GRAPESTARS SERVICES, GRAPESTARS’ SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM GRAPESTARS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT ALLOWED BY LAW, AND AS CONSIDERATION FOR YOUR USE OF OUR WEBSITE AND THE GRAPESTARS SERVICES, YOU EXPRESSLY AND AFFIRMATIVELY WAIVE ALL CLAIMS ASSERTING LIABILITY AGAINST GRAPESTARS OR ENTITLEMENT TO DAMAGES FROM GRAPESTARS, SO THAT GRAPESTARS WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY GRAPESTARS SERVICES, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY GRAPESTARS SERVICE, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL, DIRECT, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, AND SPECIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.


Indemnification

You agree to defend, indemnify, and hold Grapestars and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of these Conditions of Use.


Dispute Resolution

Any dispute or claim relating in any way to your use of any Grapestars Services, or to any products or services promoted through the Grapestars Services, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.

To begin an arbitration proceeding, you must send Grapestars a letter using our address as provided below requesting arbitration and describing your claim.

The arbitration will be conducted by the American Arbitration Association (AAA) or a similar professional arbitration organization under the organization’s rule for resolving consumer-related commercial disputes. The AAA’s rules are available at www.adr.org. Payment of all filing, administration and arbitrator fees will be governed by the arbitration organization’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Grapestars will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a location in the County of Miami-Dade in the State of Florida.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. YOU EXPRESSLY AGREE TO WAIVE ANY RIGHTS TO PARTICIPATE IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. In all cases, ALL PARTIES AGREE TO WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY, regardless of the nature of the action. We and you also agree that Grapestars shall have the right to bring an action for equitable relief to enjoin (stop) any violations of its intellectual property rights or violation of these Conditions of Use and that you will not seek the imposition of any bond in order for us to get temporary, preliminary or permanent injunctive relief.


Applicable Law

By using any Grapestars Services, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the State of Florida, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Grapestars.


Site & Apps Policies, Severability and Modification

Grapestars reserves the right to make changes to our Site, Apps, Grapestars Services,, policies, service terms, and these Conditions of Use at any time. If we modify these Conditions of Use, any such modifications will take effect proactively, upon your subsequent access to the Grapestars Services. Please feel free to print out a copy of these Conditions of Use for your records. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.


Our Address

Grape Stars International, Inc.
Two Brickell City Center
78 SW 7th Street
Fifth Floor
Miami, Florida 33130


How to Serve a Subpoena

If you have a subpoena to serve on Grapestars, please note that Grapestars does not accept service via e-mail or fax and will not respond to the subpoena. All subpoenas must be properly served on Grape Stars International, Inc. in accordance with applicable Florida law.


Use of Third-Party Services

When you use the Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.


No Reverse Engineering

You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Software, whether in whole or in part, or create any derivative works from or of the Software.


Updates

In order to keep the Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.


Relationship of the Parties

Nothing contained herein will be construed as creating any relationship of employer/employee, partnership, agency, joint venture, or otherwise between you and Grapestars, nor will these Conditions of Use be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party.


Force Majeure

Grapestars shall not be liable for performance of its obligations under these Conditions of Use if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation of any state or of the United States, (ii) any act of God, war, civil unrest or emergency condition, or (iii) any other circumstances beyond the reasonable control of Grapestars.


General Applicability of These Conditions of Use

These Conditions of Use shall be governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law provisions. Both you and Grapestars submit to the personal jurisdiction of and venue in the state and federal courts in the State of Florida, in the judicial district that includes Miami, Florida. Subject to the Arbitration provision set forth above, you and Grapestars further agree that any cause of action arising under these Conditions of Use not governed by arbitration shall be brought exclusively in the aforementioned Florida courts.


Headings

Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.


No Waiver by Grapestars

Grapestars’ failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.