THE RIGHT OF SELLER TO RETAIN SUCH
4. TERMINATION. Notwithstanding the termination provisions set forth in
Section 3.3, above, either party may terminate this Agreement by giving the
non-terminating party thirty (30) days written notice. Any Membership Fee
paid in advance of the termination shall be forfeited. No Membership Fee
refunds shall be given. Should OV terminate this Agreement with inventory
remaining in MemberвЂ™s Vault Space, OV shall be responsible for all costs
associated with termination, including all packing and shipping of MemberвЂ™s
Products to Member. Should Member terminate this Agreement, Member
shall be responsible for all costs associated with packaging and shipping the
MemberвЂ™s Products to Member. Within forty-eight (48) hours of termination
by either party, Member shall provide OV with a destination address to ship
the contents of MemberвЂ™s Vault Space. If Member fails to provide a
destination address with forty-eight (48) hours, OV shall use the address set
forth in the Sign-Up Information. Regardless of which party terminates this
Agreement, OV shall have sole discretion in selecting the method of
5. OVвЂ™S SERVICES.
5.1. MemberвЂ™s Vault Space. As part of the Services provided by OV
hereunder, OV agrees to let, and Member agrees to rent, space in the Facility
described as a portion of a refrigerated Product vault (вЂњVault SpaceвЂќ), on the
terms and conditions set forth in this Agreement. Notwithstanding the
foregoing, for purposes of Sections 3 and 4 above, вЂњVault SpaceвЂќ shall be
read to include any Products stored by Member at the OV Facility..
5.2. Security of Vault. OV has equipped MemberвЂ™s Vault Space with a
triggered alarm system, and has equipped the Facility with surveillance
cameras and motion sensors that cover entry and exit points as well as major
5.3. Access to Vault Space. Member shall not have physical access to
MemberвЂ™s Vault Space.
5.4. Refrigeration of Space. OV represents that MemberвЂ™s Vault Space
is located within a temperature and humidity controlled environment operated
for the sole purpose of storing the Products. OV has taken reasonable
measures to ensure that the Facility remains at a constant temperature,
including the installation of temperature and humidity monitoring devices and
a backup diesel generator.
5.5. Oeno Vaults Website & Mobile App. Member shall be provided
online access to the вЂњMemberвЂќ section of www.oenovaults.com (вЂњOeno Vaults
WebsiteвЂќ) and may download OVвЂ™s mobile application (вЂњMobile AppвЂќ) from
designated application stores for either iPhone or Android operating systems.
The Oeno Vaults Website and Mobile App will allow Member to view the
inventory of MemberвЂ™s Vault Space, to schedule pick-up by OV of MemberвЂ™s
Products within Napa and Sonoma Counties, to schedule an in-person pick-
up request at the Facility and/or to facilitate the shipment of MemberвЂ™s
Products from the Facility to MemberвЂ™s designated shipping destination.
Member shall access the Oeno Vaults Website or Mobile App using
MemberвЂ™s unique username and password.
5.5.1. Online Inventory Access. Member shall have the ability to
view, using the Oeno Vaults Website or Mobile App, the inventory of
MemberвЂ™s Vault Space using OVвЂ™s inventory tracking system twenty-four (24)
hours a day and seven (7) days a week, subject at all times to routine website
or mobile application maintenance and internet service interruption.
5.5.2. Online Management of MemberвЂ™s Inventory. Member shall
be solely responsible for arranging: (a) the acceptance of Products by OV at
the Facility, (b) off-site pick-up of MemberвЂ™s Products by OV, (c) MemberвЂ™s
pick-up of Products in-person at the Facility, and (d) for the shipment and
delivery of Products to MemberвЂ™s designated shipping destination. OV
reserves the right to provide generalized, nonspecific information as to
MemberвЂ™s overall inventory, and inventory history, located at the Facility to
5.5.3. Verification. OV shall require verification of MemberвЂ™s
password for all orders placed online and via telephone. Should Member
appoint another person(s) or organization(s) to make arrangements on
MemberвЂ™s behalf, Member shall be responsible for the conduct of such
person(s) or organization(s). Member agrees that possession of MemberвЂ™s
password by person(s) or organization(s) making arrangements on
MemberвЂ™s behalf constitutes full authority to give instruction for delivery of
Products to or from MemberвЂ™s Vault Space.
5.6. On-Site Acceptance of MemberвЂ™s Products. OV will accept
deliveries of MemberвЂ™s Products at the Facility.
5.7. Off-Site Pick-Up of MemberвЂ™s Products. OV agrees to pick-up
Products to be stored at the Facility on behalf of Member at wineries or other
facilities within Sonoma and Napa Counties only. Member must arrange such
off-site pick-up request using the Oeno Vaults Website, Mobile App or via
telephone no less than seven (7) days in advance of the requested off-site
pick-up. OV shall use climate-controlled transportation when transporting
MemberвЂ™s Products from the pick-up location to the Facility.
5.8. In-Person Pick-Up of Products. Member may arrange to pick-up
Products from the Facility. Member must schedule all in-person pick-ups on
the Oeno Vaults Website, Mobile App at least seventy-two (72) hours in
advance of MemberвЂ™s arrival.
5.9. Delivery of Products.
5.9.1. Scheduling Shipment. OV, at the direction of Member,
agrees to facilitate the shipment of MemberвЂ™s Products to such locations
using such parcel carriers as directed by Member or MemberвЂ™s authorized
representative (the вЂњShipment ServicesвЂќ). Member shall submit a shipping
request, designating what inventory from MemberвЂ™s Vault Space is to be
shipped and to what location, no less than seventy-two (72) hours in advance
of MemberвЂ™s requested shipment date. In order to avoid delays in shipping
MemberвЂ™s Products, Member shall also provide to OV sufficient information
to allow OV to facilitate MemberвЂ™s shipment with the desired parcel carrier,
including the parcel carrierвЂ™s name and contact information, MemberвЂ™s
account number and any negotiated rate codes. OV shall use its best
reasonable effort to facilitate MemberвЂ™s shipment by the date specified by the
shipping request, however, failure to do so shall not constitute a breach by
OV of this Agreement. Member may not order more than 10-packages per
calendar month (Order Allowance). Any shipments made in excess of
MemberвЂ™s Order Allowance may be subject to an additional handling fee of
$25 dollars per additional boxes ordered. In leu of Order Allowance fee, a
Palletization fee of $250/pallet will be charged for larger shipments.
5.9.2. Role of Member. Member warrants and agrees that
Member will be the shipper of MemberвЂ™s Products for all purposes. Member
agrees and accepts that OVвЂ™s role in the shipment of Products shall be limited
to preparing MemberвЂ™s Products for shipment. Member agrees and accepts
that OV shall incur no liability as a result of Member shipping MemberвЂ™s
Products to third parties, and Member further agrees to indemnify, defend
and hold OV harmless from and against any damages incurred by OV as a
result of OV facilitating the shipment of such Products on MemberвЂ™s behalf.
Member warrants and agrees that Member is familiar with the laws governing
the shipment of alcohol and other Products that may be delivered to or
shipped from MemberвЂ™s Vault Space.
5.9.3. Carrier Contract. By clicking вЂњAccept,вЂќ Member, as the
shipper of all MemberвЂ™s Products, represents to OV that Member fully
understands and agrees to comply with all applicable shipping-related terms
and conditions of the shipment carrier, including those terms and conditions
relating to intrastate and interstate shipment of alcoholic beverages. Member
acknowledges and agrees that it is MemberвЂ™s responsibility as the shipper to
coordinate with the shipping company regarding the specific terms and
conditions applicable to MemberвЂ™s shipment of the Products.
5.9.4. Costs of Shipping and Handling. Except as otherwise
provided in Section 3 above, Member agrees and accepts that all costs
incurred by OV associated with picking, packaging and shipping MemberвЂ™s
Products shall be billed to MemberвЂ™s credit card on file. Member also
acknowledges that OV reserves the right to modify its shipping rates at
anytime without notice to Member.
5.9.5. Delivery of Products. OV at the direction of Member may
deliver MemberвЂ™s Products using OVвЂ™s refrigerated vehicle, or other vehicle
as OV deems appropriate, to an address specified by Member so long as the
address is within the designated delivery area as defined by OV, which may
change from time-to-time. A delivery fee will be charged to Member at a rate
of $50/hour for travel time to and from the OV facility to the designated
5.10. No Warranties. OV disclaims any/all implied warranties of
suitability or fitness for a particular use or purpose. Member agrees to use
Vault Space only for the storage of Products that are lien-free and wholly
owned by Member. MemberвЂ™s property is stored under the supervision and
control of Member. Except as otherwise set forth herein, OV exercises
neither care, custody, nor control over MemberвЂ™s stored property.
5.11. Member Waiver of Emotional Attachment. Member shall not store
any collectibles, heirlooms, jewelry, works of art or any property of any type
or kind that does not conform to the definition of вЂњProductsвЂќ in Section 1
above. Member waives any claim for emotional or sentimental attachment
to the Products stored in MemberвЂ™s Vault Space. Member specifically agrees
that, with the exception of property prohibited by this Agreement, OV is not
concerned with the kind, quality or value of the goods stored.
6. OVвЂ™S AUTHORITY.
6.1. Authority to Process MemberвЂ™s Product Orders. Member grants
OV full authority to accept and open packages addressed to Member for the
purpose of inventorying the contents of MemberвЂ™s packages and placing the
Products contained in such packages in OVвЂ™s custom packaging containers
for the purpose of storing the Products in MemberвЂ™s Vault Space.
6.2. Authority to Enter MemberвЂ™s Vault Space. Member irrevocably
grants to OV for the term of this Agreement full authority to enter MemberвЂ™s
Vault Space for the purpose of fulfilling a request described in Section 5, for
conducting an internal audit, to consolidate inventory, or any other
reasonable safety or operational purpose.
6.3. Limitations on OVвЂ™s Authority. OVвЂ™s employees are forbidden from
providing any service on behalf of OV that are outside the scope of the
Services expressly outlined in Section 5 of this Agreement. Should
employees of OV provide Services outside the scope hereof at MemberвЂ™s
request, such employee(s) shall be deemed to be the agent of Member
regardless of whether payment for such service is made or not, and Member
agrees to hold OV harmless from all liability in connection with or arising,
either directly or indirectly, from such Services performed by one or more
employees of OV.