March 16, 2016
Welcome to the E. & J. Gallo Winery "Grapevine" portal (the "Site"). This Site is intended to provide our distributors, suppliers and trade networks with various services related to your relationship with Gallo, including information on Gallo products and Gallo's advertising and promotional plans; an ordering system that allows you to identify yourself to Gallo, order Gallo products, provide shipment instructions for those orders, and obtain information about those orders and shipments; and a shipment notification system that allows you examine outstanding purchase orders that are specific to your company, provide fulfillment and shipment information relating to those purchase orders and print bar code labels to be affixed by you to each unit you ship to Gallo. The Site may also make available to you certain Gallo Property (as defined below), which you may reproduce and use on your web site and/or product catalogue, solely for the purpose of marketing and selling authorized Gallo products and only if, and during the time period that, specific permission is granted by Gallo. References to "we" or "us" or "Gallo" herein refer to Gallo and our affiliates, subsidiaries, service providers and designees as deemed appropriate by us. The terms "you" or "your" refer to the individual(s) accessing the Site and the distributor, supplier, purchaser or other entity on whose behalf those individual(s) are doing so.
Compliance with Terms
We may amend or terminate any Terms at any time and such amendment or termination will be effective at the time we post the revised Terms on the Site. Each time you use the Site you should visit and review the then current Terms that apply to your transactions and use of this Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. If you are dissatisfied with the Site, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site. The Terms are the entire agreement between you and Gallo with respect to your use of the Site.
The Terms, as we may revise them from time to time, shall remain in full force and effect while you use the Site. You may terminate your right to access the Site at any time, for any reason. We may terminate your right to access the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after your right to access the Site is terminated, the Terms will remain in effect and you will remain bound by them except that your right to use the Site will terminate.
You are required to register in order to use the Site, and when you register, you will be asked to choose a user name and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Site. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account so please be vigilant in protecting its confidentiality. You will be responsible for all access and use of this Site, and all information or orders entered, through and under your password(s) and any information or orders so received by Gallo will be deemed to have been received from you. All orders will be deemed to be made at the time and in the form received by Gallo. You agree immediately to notify Gallo, and to cooperate with Gallo in addressing, if you become aware of:
a) Any loss or theft of your access password(s); or
b) Any unauthorized use of any of your password(s) or of the Site, or any information on the Site; or
c) Any receipt of confirmation of an order that you did not place, or any similarly inaccurate or conflicting report or information.
Upon the reassignment or termination of any of your employees who may have had access to the Site, you will take all steps necessary to secure Gallo's data, software, hardware, and other property from intrusion by such employee. Such steps shall include, but are not limited to, your removing the affected employee's i.d. from the Site and removing or adjusting a reassigned employee's i.d. to match that employee's new responsibilities, or other steps as deemed necessary by Gallo in its sole discretion to prevent unauthorized access by such employee.
Your Use of the Site
Gallo grants you a non-transferable, non-exclusive, limited license to access this Site, to view and, where permitted, download and use certain information and images contained in this Site, and to interact with the Site where permitted, only for your own company's internal business use and solely in connection with your relationship with Gallo, subject to your ongoing compliance with all terms of the Terms. Other than the foregoing limited use license, no other rights or licenses are granted by Gallo hereunder. You are solely responsible for providing and maintaining all equipment, software (other than software expressly provided by Gallo on the Site for your use) and services needed to access and use the Site in accordance with the Terms. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or use it in any manner not expressly authorized by the Terms. Except as expressly permitted by these Terms, you agree not to copy, reverse engineer, translate, port, modify or make derivative works of any of the images or information on the Site. All information and images available for download must be used in the form made available on the Site, and may not be altered or modified in any way. You agree not to use the Site for any use involving the processing of data of other persons or entities. You agree not to attempt to obtain or access any information other than that information to which Gallo intentionally provides you access, and not to attempt to obtain or access any purchase orders other than your company’s purchase orders with Gallo. You will ensure that your hardware, software, data and systems used to access the Site are free of worms, viruses or any other routine that could disable, erase or otherwise harm the Site or Gallo's hardware, software, data or systems.
This Site, all portions thereof, and all data, images and other information contained on the Site, including without limitation our trademarks (whether registered or unregistered), logos, trade name, trade dress, product images, and material protected by copyright provided to you or otherwise accessed by you on the Site (collectively, "Gallo Property") will remain the sole and exclusive property of Gallo (or its licensors, as applicable). Gallo hereby grants to you a nonexclusive, non-transferable, limited, revocable license (to the extent of Gallo’s rights) to use the Gallo Property provided to you on this Site solely for the purpose(s) and as authorized on the Site or in these Terms. You agree to comply with any restrictions relating to your use of such Gallo Property and to only use such Gallo Property as specified in these Terms, on the Site or by Gallo directly. You agree to comply with any terms and conditions that are communicated to you by us that are applicable to any third party intellectual property provided to you as Gallo Property on the Site. You acknowledge and agree that Gallo is the sole owner of the Gallo Property and all associated goodwill. You will not (i) do anything that that might harm the reputation or goodwill of the Gallo Property; (ii) take any action inconsistent with our ownership of the Gallo Property; or (iii) challenge Gallo’s rights in or attempt to register the Gallo Property or any mark or logo substantially similar thereto. Your use of the Gallo Property inures solely and automatically to Gallo’s benefit. If at any time you acquire any rights in, or trademark registrations or applications for, the Gallo Property by operation of law or otherwise in any country or jurisdiction, you will immediately upon our request assign such rights, registrations, or applications to Gallo, along with any and all associated goodwill. Except as expressly provided in these Terms, Gallo does not give or transfer to you any right, property, license, permission or interest of any kind in or to the use of any Gallo Property. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Gallo Property in any manner unless the use is specifically permitted by your other agreement(s) with Gallo or Gallo otherwise gives you express written consent. You agree to reproduce and not to alter or remove any copyright notice, trademark symbol or proprietary legend on any Gallo Property. You further agree to comply with any trademark use guidelines as may be provided by Gallo from time to time. You also agree not to use the information on the Site for any unlawful purpose. You agree to comply with reasonable written requests by Gallo to protect Gallo's rights in the Gallo Property and the Site. In addition, you agree that any ideas, suggestions or other feedback (collectively, "Feedback") you provide to Gallo relating to or through the Site will be the property and confidential information of Gallo, and you agree to assign and do hereby assign all right, title and interest in and to such Feedback to Gallo, including without limitation, all intellectual property and other proprietary rights therein. You further agree to assist Gallo in perfecting and enforcing such rights, at Gallo's request. You acknowledge and agree that any violation directly or indirectly by you of this section shall cause Gallo irreparable harm for which Gallo shall have the right to immediate and permanent injunctive relief against such acts, which relief shall be in addition to all other remedies available to Gallo in law and equity. Gallo may terminate the licenses granted in this section at any time by providing notice of such termination to you.
Your Submissions to/Communications with the Site
The Site may provide you with the capability to send electronic communications, such as e-mail, directly to Gallo or Gallo's representative and to interact within applicable areas of the Site. You agree to the following terms with respect to your use of any electronic communications through the Site:
a) You will not transmit information or orders to Gallo using electronic communications except through those electronic features designated by Gallo for those express purposes. You acknowledge that Gallo will not act upon any information or orders transmitted through electronic communications other than those you transmit through the designated features.
b) Gallo may, but is not obligated to, review or retain your electronic communications for, among other reasons, monitoring the quality of service you receive, your compliance with the Terms or the security of the Site. Gallo is entitled to disclose your electronic communications to the same extent it may disclose other information about you or your account(s) as provided in the Terms and/or the Gallo's other agreement(s) with you. In no event will Gallo be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of such activities by Gallo.
c) You will not use any electronic communication feature of the Site for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or injurious or detrimental to the Site.
d) You agree not to submit to the Site any information that infringes upon or violates the privacy, rights, trademarks, copyrights or other intellectual property rights of others, anything that is illegal, defamatory, obscene, harassing, offensive, objectionable or sexually explicit, that encourages a violation of the law, that contains a virus, that is off-topic, or, without Gallo's permission, that contains any solicitation or advertising.
e) You acknowledge that data, including but not limited to, confidential order, pricing, shipment, and invoicing information, may possibly be accessed by unauthorized third parties when communicated between you and Gallo using the Internet or any other electronic means. To reduce this risk, whenever you access the Site you agree to use the highest level data security protocol supported by the Site. However, because absolute security is impossible to obtain, you recognize and agree that Gallo is not liable for any security breach.
f) Gallo has the right, but is not obligated to, monitor the Site to determine your compliance with the Terms, with your other agreement(s) with Gallo, and with applicable laws.
Orders; Shipment Notifications
You acknowledge that it may not be possible to change or cancel an order, shipment notification or other communication once you have placed it, and you agree to exercise caution before placing all orders, shipment notifications or other information. Any attempt you make to change or cancel an order, shipment notification or other information is simply a request. Gallo will not be liable to you if Gallo is unable to change or cancel your order or change the shipment notification or other communication for any reason whatsoever. If you wish to try to change or cancel your order, shipment notification or other communication, you agree to call Gallo's Customer Services representative at the applicable telephone number designated by Gallo on the Site. If such information or order cannot reasonably be changed or canceled, you agree that you are bound by the terms of the original order you placed, or the terms of the shipment notification or other communication as originally entered by you. If you use the shipment notification system, you agree to fulfill orders in accordance with the information provided in your shipment notifications, and to affix the appropriate bar code labels to each item in your shipment, as provided through the Site.
Third Party Software
The Site may include or provide links or access to third party software ("TPS") or other software that may be downloaded by you for your use with (or relating to) the Site. You are solely responsible for downloading, properly using and supporting TPS (and any other such software), and for compliance with any and all terms of the applicable license agreement relating to such TPS (or other software). Gallo provides no warranty for TPS or any other software and disclaims all liability relating thereto.
Access to the Site may be limited or unavailable during periods of peak demand, systems upgrades, maintenance, or for other reasons. If the Site is unavailable or delayed at any time, you agree to use alternative means to obtain information from or communicate with Gallo. For ordering, this includes (but is not limited to) placing and obtaining information about your orders by means such as calling a Gallo Customer Services representative. Gallo will not be liable to you if you are unable to access your information or order through the Site. When you use the Site to place an order, you acknowledge that a Gallo Customer Services Representative might not review your order and you also may not have the opportunity to ask questions or otherwise interact with a Gallo Customer Services representative. By placing an order through the Site, you voluntarily agree to assume any risk that may result from the lack of human review of your order in exchange for the potentially greater convenience of Internet access.
Limitations of Our Liability
IN NO EVENT SHALL WE BE LIABLE FOR
ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION
COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF,
OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION
BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS.
IF THE WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS USE
AGREEMENT ARE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE
THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
We may use one or more third party
service providers to design and/or operate parts of the Site. In such cases,
each such service provider is also included in the terms "we" and "us" for
purposes of the Terms.
Your personal data is collected by Gallo whenever you submit such information to the Site (for example, when logging on or placing orders). Information collected from you includes without limitation your contact information (company name, individual name, address, and telecommunications numbers, e-mail address), distributor or supplier identification number (if applicable), authorized representative name(s), quantities and types of goods ordered, prices for such goods, and shipping date, data, method and address. When you place an order for product or provide other information using the Site, the information you submit is used internally by Gallo for the following types of activities, among other things: process, fill and ship your order, prepare and forward your invoice, collect payment from you, calculate and provide you with applicable allowances or other credits, track and verify compliance with applicable laws, agreements and policies, and analyze, prepare and respond to marketing and sales performance reports, plans, and strategies. When you provide shipment notification or provide other information using the Site, the information you submit may be used internally by Gallo for the following types of activities: point-of-sale, supply chain and production planning and processing, authorizing payment to you, tracking and verifying compliance with applicable laws, agreements and policies, reviewing and planning capital, energy and MRO projects and technology projects, and analyzing, preparing and responding to marketing and sales performance reports, plans, and strategies. This information may be shared with third parties, including without limitation affiliates, partners, distribution centers, consultants, shippers and financial institutions, for the above types of purposes. Under some circumstances, information may also be used or disclosed to third parties such as governmental agencies for law enforcement and compliance purposes, and when appropriate to identify, contact or bring legal action against someone who may be causing injury to or interference with Gallo's, or others', rights or property.
Except for the types of uses set forth in this Agreement, personal data submitted to Gallo will not be distributed or published. You can request correction of purported inaccuracies in the information on the Site by contacting the appropriate person indicated on the Site. However, with respect to errors in an order, the order may be filled before a correction can be implemented.