This Terms of Service (the “Agreement”) sets forth the terms and conditions that apply to your access and use of the internet websites owned and operated by Folly Enterprises (“Folly", “we”, “us” or “our”) is committed to protecting the privacy of personal information of identifiable individuals who visit www.winefolly.com, www.gwdb.io, www.folly.ai, or any subdomain websites of said websites (the “Sites”) and the services available thereon, including without limitation the services that enable you to redirect uniform resource locators (URLs) or domain names to other locations on the internet (the “Services”).
BY USING THE SITES OR SERVICES YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE SERVICES.
Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
Your Profile Information and Account
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Services. That email address and password, together with any or other user information you provide, form your “Profile Information” and allow you to access your account (“Account”). You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Folly Enterprises immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
You shall pay all fees related to any plan you have subscribed to using the Services (the “Subscription”). We will charge you a monthly fee based on your selected plan within your Subscription. Such monthly fees shall be billed in advance for each month and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your account remains open but you do not use the Services. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges do not include taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys’ fees incurred collecting late amounts.
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Sites. At our discretion, we may offer free or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs.
Submission of Content
The Sites and the Services available thereon enable you to provide or upload content, including but not limited to text, images, video, data, and other information or content (collectively, “Content”), to Folly Enterprises for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
Folly Enterprises will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Sites and/or the Services, you grant to Folly Enterprises a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.
Folly Enterprises may, at our sole discretion, use, copy, reproduce, process, adapt, modify, publish, transmit, display or distribute your Content to third party service providers solely in connection with providing the Services to you, and for no other reason. Folly Enterprises’s use of third party service providers in connection with providing the Services to you may require your Content to be transmitted across international boundaries.
You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Folly Enterprises use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. Folly Enterprises retains the right to use or distribute any Aggregated Data generated by our customers or users. “Aggregated Data” means records which have been stripped of information potentially identifying customers, or end-users, and which have been manipulated or combined to provide generalized, anonymous information.
Intellectual Property Rights
All right, title, interest and ownership and intellectual property rights in and to the Folly Enterprises trademarks and the Sites, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Folly Enterprises or its software or content suppliers. The Sites are protected under Canada, United States and international copyright, trademark and other laws and treaties.
Subject to the terms and conditions of this Agreement, Folly Enterprises grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Folly Enterprises related to the Services, the Sites or Folly Enterprises or its business (“Feedback”) shall become Folly Enterprises’s property without any compensation or other consideration payable to you by Folly Enterprises, and you do so of your own free will and volition. Folly Enterprises may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Folly Enterprises may decide into the Sites, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Folly Enterprises in any Feedback and, as applicable, waive any moral rights.
You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from Folly Enterprises during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
Acceptable Use and Conduct
You agree that that you will not publish or make available any Content that, or use the Sites in a manner that:
- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- is harmful to minors in any way;
- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Folly Enterprises;
- impersonates a Folly Enterprises employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Sites or a portion thereof without proper authorization;
- interferes or attempts to interfere with the proper working of the Sites or prevents others from using the Sites, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Sites, or that otherwise negatively affects other persons’ ability to use the Sites, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Sites or any other site or system in use by another user of the Services;
- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Sites or the content contained therein;
- facilitates the unlawful distribution of copyrighted Content;
- licenses, sublicenses, rents or leases the Services to third parties, uses the Services for third party training, commercial time-sharing or service bureau use, or otherwise makes the Services available to third parties or otherwise commercially exploits the Services;
- includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Sites to users;
- constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
- stalks or otherwise harasses anyone on the Sites or with information obtained from the Sites;
- collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Sites for the purposes of automating logins to the Sites;
- attempts to gain unauthorized access to the computer systems of Folly Enterprises or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Sites;
- decompiles or reverse engineers or attempt to access the source code of the software underlying the Sites, the Services or any other Folly Enterprises technology;
- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Sites;
- accesses the Sites for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Sites;
- accesses the Sites for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- accesses the Sites to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Sites; (ii) interfering with the proper working, functionality or performance of the Sites; or (iii) preventing others from accessing or using the Sites.
Disclaimer of Warranties
YOUR USE OF THE SITES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Folly Enterprises EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
FOLLY ENTERPRISES DISCLAIMS ANY WARRANTY THAT THE SITES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVERS THAT MAKES THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME FOLLY ENTERPRISES MAY REMOVE THE SITES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITES OR OTHER ACTIONS THAT FOLLY ENTERPRISES, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. GLOBAL WINE DATABASE MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITES; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITES.
FOLLY ENTERPRISES IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY Folly Enterprises, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY Folly Enterprises.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITES. FOLLY ENTERPRISES DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Folly Enterprises OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Third Party Sites and Content
The Sites may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites. These other websites are not under Folly Enterprises’s control, and you acknowledge that Folly Enterprises is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Global Wine Database or any association with its operators. You further acknowledge and agree that Folly Enterprises shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL Folly Enterprises OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF Folly Enterprises HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. GLOBAL WINE DATABASE’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO Folly Enterprises IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, Folly Enterprises’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN Folly Enterprises AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITES OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT Folly Enterprises WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITES.
Folly Enterprises reserves the right to modify, suspend or discontinue the Sites and/or Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Global Wine Database shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.
You agree to indemnify, defend, and hold harmless Folly Enterprises, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or the Sites, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Sites, the Services and any Content, including without limitation your Content and any third party Content, forming part of the Sites; (b) your breach or alleged breach of this Agreement; and © your violation of any rights, including intellectual property rights, of a third party. Folly Enterprises reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Folly Enterprises and you agree to cooperate with Folly Enterprises’s defense of these claims. You agree not to settle any matter without the prior written consent of Folly Enterprises. Folly Enterprises will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Cancellation and Termination
You may cancel your Subscription at any time. To do this, please send an email to email@example.com to request the cancellation of your Subscription.
You will remain liable for all charges accrued on your Account up to the time that you cancel, including full monthly fees for the month in which you cancelled your Account. Folly Enterprises is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation. Folly Enterprises may keep your Account and your Content indefinitely following cancellation.
Folly Enterprises reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Folly Enterprises reserves the right to terminate any portion of the Sites at any time, for any reason, with or without notice.
If there is any dispute between you and Folly Enterprises about or involving this Agreement, the Sites or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Calgary, Alberta with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Sites or the Services, howsoever arising, provided always that Folly Enterprises may seek and obtain injunctive relief in any jurisdiction.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Folly Enterprises does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Folly Enterprises has the benefit of under any applicable law), this will not be taken to be a formal waiver of Global Wine Database’s rights and that those rights or remedies will still be available to Global Wine Database.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
Contacting Folly Enterprises