These Terms and Conditions of Use and Service ("Terms") apply to http://www.winegrower.co (the “Website”) operated by Society of the Original Wine World, LLC (herein, "Company", "we”, or "us"). Please read these Terms carefully before using the Website. By accessing the Website, you agree to these Terms and other applicable law. Please do not use the Website if you do not agree with these Terms. Company reserves the right to alter or modify these Terms at any time. The website and any related services are available on an “as is” and “as available” basis without warranty of any kind. You agree to periodically review the Terms of this Website and agree that your continued use of the Website constitutes your consent to the latest modified Terms. These Terms contain a binding arbitration agreement and a class action waiver for United States residents. If you live in the United States, the binding arbitration agreement and class action waiver affect your rights. Please read the text under the section titled “Binding Arbitration Agreement; Class Action Waiver (U.S. Residents Only)” carefully.

YOUR OBLIGATIONS

You expressly agree not to do any of the following while using the Website: (i) violate any applicable law or regulation; (ii) access, tamper with, or use nonpublic areas of the Website or Company’s computer systems; (iii) access the Website with any manual or automated process for any purpose other than to order products and/or use services as expressly allowed by these Terms; or (iv) frame or link to the Website unless authorized in writing by Company. Use of any automated system or software to extract data from the Website (such as “data scraping”) is strictly prohibited, regardless of whether such use is for commercial or noncommercial purposes.

SALE OF ALCOHOLIC BEVERAGES

Company does not sell alcohol to persons under the age of 21 (a “Minor”). By using the Website, you swear and affirm that you are not a Minor. By using the Website, you are acknowledging that any person ordering or receiving a shipment of alcoholic beverages is not a Minor. You also agree that any alcohol purchased is intended for personal consumption and not for resale. If for any reason you do not agree with these conditions do not use the Website. If you intentionally or unintentionally misrepresent your age in order to obtain or provide alcohol to a Minor, Company may prosecute you fully to the extent allowable by law. Additionally, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to subject matter that may be harmful to Minors.

OWNERSHIP; COPYRIGHT AND INTELLECTUAL PROPERTY

All Content on the Website is owned by Company, other than as explicitly specified herein. (Please see Project-specific NFT terms for additional information which may apply to your NFT.) “Content” includes but is not limited to all text, graphics or code herein. Content is copyrighted as a collective work under the copyright laws of the United States and other applicable copyright laws. Subject to the limitation and restrictions stated herein, you may view, play, print and download content, including audio and video content, for personal and non-commercial use only, and to place an order with Company. All other uses, including, but not limited to the reproduction, distribution, display or transmission of the Content is strictly prohibited unless authorized in writing by Company. All trademarks, service marks and trade names of Company used herein (including, but not limited to the Company name, the Company logo are trademarks or registered trademarks of Company and may not be used without the express written authorization of Company. All other intellectual property in or relating to the Website, whether or not registrable, and including, but not limited to patents, whether pending or issued, is the sole property of Company and/or its licensors.

PRIVACY

Company takes privacy seriously and is committed to safeguarding user’s information. Privacy terms relating to the Website are described in our Privacy Policy.

ORDERS

By placing an order on any of the Website, you agree to the Terms of Sale which terms are made a part of these Terms by this reference. Ordering and/or delivery may not be available in every country. We attempt to ensure that any and all information on the Website is complete, accurate and current. Despite such efforts, information on this Website may occasionally be inaccurate, incomplete, or out of date. Except as may be prohibited by applicable law, we make no representation as to the completeness, accuracy, or currency of any information on the Website. For example, products included on the Website may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Website. In addition, we may make changes in information about descriptions, specifications, prices, and availability without notice. Some products may not be available for delivery to your country of residence. Orders made using the Website are subject to acceptance by Company at its sole discretion. Company may refuse to accept or may cancel any order, whether or not confirmed, for any or no reason, in its sole discretion, and without liability to the purchaser or any third party. Risk of loss and title for all products ordered or purchased from Company will pass to you upon Company’s delivery of such products to its shipping carrier.

WEBSITE LINKS TO THIRD PARTIES

Links to websites owned by third parties may be provided on the Website from time to time. These links take you outside the Company's service and off the Website. This includes links to third parties that may use Company's logos as part of a licensing agreement or contractual relationship. Such third-party sites may have their own separate privacy policy, and Company is not responsible and cannot be held liable for the content and/or activities of these third-party sites. You therefore visit and access these third-party sites entirely at your own risk. Please note that these third-party sites may send their own cookies to users, collect data and/or solicit personal information, and you are advised to check the Terms and/or privacy policies on those third-party sites prior to using them.

USER GENERATED CONTENT

Company does not, and you agree that Company has no obligation to, review the communications, materials, information, opinions, and other content posted and/or submitted by users accessing the Website (including, by way of example and not limitation, in or on bulletin boards, chat rooms, comment pages, community pages or other forums on the Website) (collectively, “User Generated Content”). You agree that Company is not in any manner responsible for User Generated Content, you acknowledge and understand that Company does not guarantee the accuracy, integrity or quality of any User Generated Content, and that Company cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Generated Content will not appear on the Website. You acknowledge that by providing you with the ability to access and view User Generated Content on the Website, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation, responsibility, or liability relating to any User Generated Content or activities of users on the website. Without limiting the generality of the foregoing, you acknowledge and agree that the information, materials, and opinions expressed or included in any User Generated Content are not those of Company or its affiliated or related entities or content providers, and you further acknowledge and agree that Company has the absolute right to monitor User Generated Content posted to the Website in its sole discretion. Company reserves the right to alter, edit, refuse to post, or remove any such User Generated Content, in whole or in part, for any reason or for no reason, and to disclose such User Generated Content and the circumstances surrounding their transmission to third parties. You agree that we do not have any obligation to use or respond to any User Generated Content or maintain it on the Website for any period of time. You agree that you shall immediately notify the Company in writing of any objectionable content appearing on the Website. Company will make efforts to consider or review allegations that any User Generated Content violates these Terms, but Company expressly makes no warranty to you that it will edit, remove, or continue to permit the display of any specific User Generated Content, whether or not subject to such allegations, and Company will have no liability whatsoever for editing, removing, or continuing to permit the display of any User Generated Content whatsoever. Any use of any content on the Website, including, without limitation User Generated Content, will be at your own risk. You may not post or otherwise distribute content to the Website which Company in its sole discretion determines to be abusive, harassing, threatening, defamatory, obscene, an impersonation of others, fraudulent, deceptive, misleading, in violation of a copyright, trademark or other intellectual property right of another, invasive of privacy or publicity rights, in violation of any other right of Company or another party, illegal, or otherwise objectionable to Company. You may not upload commercial content on the Website or use the Website to solicit others to join or become members of any other commercial online service or other organization. You may be required to register and/or agree to additional terms prior to being permitted to post or otherwise distribute User Generated Content to the Website.

USE OF INFORMATION SUBMITTED

You agree that Company is free to use, free of any charge, restriction or limitation whatsoever, any comments, feedback, information, designs, ideas, or other content contained in any User Generated Content posted by you to the Website, or created by you while accessing the Website (including, without limitation, any designs or other materials created or submitted by you on the Website), or contained in any communication you send to Company or submit to the Company and/or the Website, without notice, compensation or acknowledgement to you, for any purpose whatsoever, including, but not limited to developing, manufacturing and marketing products and/or services, and creating, modifying or improving the Website or other products and/or services.

ADDITIONAL TERMS AND CONDITIONS

Additional terms and conditions may apply to orders for goods or services as well as to specific portions or features of the Website, including without limitation, contests, promotions, or other similar features, all of which are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Website or for any service offered on or through the Website, such terms posted for or applicable to a specific portion of the Website or for any service offered on or through the Website terms shall control with respect to your use of that portion of the Website or the specific service.

DISCLAIMER

EXCEPT AS PROHIBITED BY APPLICABLE LAW, COMPANY, ITS SUBSIDIARIES, DIVISIONS AND AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) DO NOT WARRANT THAT ANY INFORMATION, CONTENT OR MATERIAL ON THE SERVICE OR WEBSITE OR ANY COMPANY MATERIALS IS NON-INFRINGING, ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THE CONTENT OR MATERIAL ON THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE COMPANY PARTIES MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. TO THE FULLEST EXTENT OF APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY OTHER WARRANTIES UNDER THE UNIFORM COMMERCIAL CODE AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROHIBITED UNDER APPLICABLE LAW, THE COMPANY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE WEBSITE, SERVICE OR MATERIALS, WHETHER IN TERMS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE COMPANY PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROHIBITED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH CONTENT. YOU (AND NOT THE COMPANY PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. YOU UNDERSTAND AND AGREE THAT THE DISCLAIMERS SET FORTH HEREIN APPLY TO ALL CAUSES OF ACTION NOW KNOWN OR WHICH MAY ARISE IN THE FUTURE. IF YOU ARE A RESIDENT OF CERTAIN STATES, INCLUDING WITHOUT LIMITATION, NEW JERSEY: THIS DISCLAIMER SECTION IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION. 

LIMITATION OF LIABILITY

EXCEPT AS PROHIBITED UNDER APPLICABLE STATE LAW, THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE, SERVICE, PRODUCT OR ANY CONTENT ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE OR COMPUTER VIRUS. EXCEPT AS PROHIBITED UNDER APPLICABLE LAW, THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR MATERIALS ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, EVEN IF THERE IS NEGLIGENCE BY THE COMPANY PARTIES OR IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BOTH. EXCEPT AS PROHIBITED UNDER APPLICABLE LAW, THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM LINKING TO ANY THIRD-PARTY WEBSITE. IF YOU ARE A RESIDENT OF CERTAIN STATES, INCLUDING WITHOUT LIMITATION, NEW JERSEY: THIS LIMITATION OF LIABILITY SECTION IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION. 

INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless Company and its subsidiaries, divisions and affiliates and each of their officers, directors, representatives, agents and employees (collectively, the “Indemnitees”) from and against any and all liability, damages and costs (including, without limitation, attorneys’ fees) incurred by the Indemnitees in connection with your use of the Website, service or any related materials or products, including without limitation with respect to any claim arising out of any User Generated Content that you submit or breach or alleged breach of any of your obligations set forth herein. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Company. You shall cooperate as fully as required by the Company in the defense of any claim. IF YOU ARE A RESIDENT OF CERTAIN STATES, INCLUDING WITHOUT LIMITATION, NEW JERSEY: THIS INDEMNIFICATION SECTION IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY, 

BINDING ARBITRATION AGREEMENT; CLASS ACTION WAIVER (U.S. RESIDENTS ONLY)

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CONTROVERSY OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE, INCLUDING ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, WILL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION AND CONDUCTED BY A SINGLE ARBITRATOR APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION, IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND ITS SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. You may learn more about the American Arbitration Association and its rules for arbitration by visiting www.adr.org or by calling 800-778-7879. Since this arbitration agreement concerns a transaction in interstate or international commerce, the Federal Arbitration Act will apply. To the greatest extent permitted by applicable law, the filing fees to begin and carry out arbitration will be shared between you and Company, but in no event will your fees ever exceed the amount allowable by the American Arbitration Association, at which point Company will cover all additional administrative fees and expenses. Company waives its right to recover attorneys’ fees in connection with any arbitration under these Terms. If you are the prevailing party in an arbitration to which the Supplementary Procedures for Consumer-Related Disputes applies, then you are entitled to recover attorneys’ fees as the arbitrator may determine. Any dispute relating to these Terms and Conditions will be governed by the applicable federal and state laws of the State of California, USA, without regard to conflict of laws provisions. The place of arbitration will be Los Angeles County, California, or your county of residence (if in the United States), as determined by the Company in its sole discretion. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator will not award consequential damages, and any award will be limited to monetary damages and will include no equitable relief, injunction, or direction to any party other than the direction to pay a monetary amount. Judgment on the award rendered by the arbitrator will be binding and final, except for any right of appeal provided by the Federal Arbitration Act and may be entered in any court having jurisdiction. Except as may be required by law, you may not disclose the existence, content, or results of any arbitration under this arbitration agreement without the prior written consent of the Company.

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. COMPANY AND YOU AGREE THAT NO PARTY WILL HAVE THE RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED AS A CLASS ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.

EXCEPTIONS TO BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, THEN: (1) you must notify Company in writing within sixty (60) days of the date that you ordered a product or visited the Website; (2) your written notification must be mailed to Company at 3636 N. Causeway Blvd., Suite 300, Metairie LA 70002; Attn: Legal; and (3) your written notification must include (a) your name, (b) your address, (c) the date you purchased the product, and (d) a clear statement that you wish to opt out of the binding arbitration agreement and class action waiver. In addition, you may pursue an individual claim in small claims court in your county of residence or in Los Angeles County, California. In such a case the provisions of the section titled “Binding Arbitration Agreement; Class Action Waiver” will not apply, but the rules and limitations of the small claims court shall apply.

MISCELLANEOUS

These Terms constitute the entire agreement between you and Company with respect to your use of the Website and supersedes all prior agreements or communications. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction (or any court), the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of these Terms. You agree that any notice, agreement, disclosure, or other communication that Company sends you electronically will satisfy any legal communication requirements, including that such communications be in writing. Company's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Company may assign its rights and duties hereunder to any party at any time without notice to you. Company reserves the right to amend, revise or update the terms and conditions from time to time, at its sole discretion.

CONTACT US

The Website is operated by Society of the Original Wine World, LLC, 3636 N. Causeway Blvd., Suite 300, Metairie LA 70002 and/or our team at legal@openworldlabs.io, or toll-free at 888.609.4608.

Last revised December 19, 2022.

__________________

(i) WineGrower NFTs

WineGrower NFT Terms and Conditions

By acquiring a WineGrower NFT made available under this NFT License (the “Project NFT”) created by the owner or entity that has created this Project NFT (“Creator” or “we” or “our”), you agree to these NFT License Terms and Conditions (the “WG Terms”). When you lawfully own a Project NFT, you own all personal property rights to the NFT underlying the Project NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Project NFT). However, your rights to the associated artwork, images, video, content, or other works of authorship linked to your specific Project NFT which was developed by Creator (“NFT Media”) are only as outlined below.

The Project NFT is a collection of digital artwork known as non-fungible tokens (“NFTs”) that run on the Ethereum blockchain. You are solely responsible for your Ethereum wallet and all related transactions, as well as for validating and confirming your transactions including those generated by this Website and or the underlying Project NFT smart contract. The initial mint of WineGrowers will be a gas-only mint and no secondary market royalties will be imposed by the Creators (Society of the Original Wine World, LLC) with respect to the WineGrower collection. 999 WineGrower NFTs will be initially minted. The Project NFT is not intended or offered as an investment of any kind, nor are the Project NFTs or related functionality meant to represent an offer and/or sale of any form of an investment instrument as understood within the context of applicable law. The Project NFT is not a security of any kind, but rather, the Project NFT is a digital consumer asset intended for household enjoyment and consumptive purposes only, and is intended by the Creators to function similarly to a club membership. The Project NFT grants you certain rights, including commercial rights, subject to compliance with these terms and conditions, however you understand and acknowledge that under no circumstances are you engaged in a joint venture, employment relationship, or any other sort of profit sharing or employment-based relationship with the Creators. The Project NFT, Creator Website, and all related services are provided “as is” and “as available” without warranty of any kind. In the event of any inconsistency, conflict, or ambiguity between the Terms and the WG Terms, these WG Terms shall prevail, govern, and control. 

In addition to compliance with all other terms and conditions contained herein, you further agree not to create or sell, or attempt to create or sell, fractionalized interests of any kind in the Project NFT or use any Creator content to create or develop a new cryptocurrency. Any transfers of your Project NFT must be undertaken in accordance with applicable law and must apply with any terms and conditions of related marketplaces. 

The Creator intends to utilize the publicly available instance of a16z’s published “Can’t Be Evil” Licensing models, specifically, Exhibit 3 – Non-Exclusive Commercial Rights with Creator Retention & Hate Speech Termination (“CBE-NECRHS”) – Full non-exclusive commercial rights granted, with hate speech termination. Please note - Creator retains exploitation rights.

Deployed to: https://arweave.net/_D9kN1WrNWbCq55BSAGRbTB4bS3v8QAPTYmBThSbX3A/3

For purposes of clarity and proper construction of these WG Terms, reference to the word “Terms” in the above-referenced license above are hereby replaced with “WG Terms”. 

______________

(ii) Season Pass NFT – SPECIFIC TERMS AND CONDITIONS

[intentionally reserved for Season Pass offering]