Oeno Vaults

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4201 Santa Rosa Avenue, Santa Rosa, California 95407 | (707) 595-3612 
www.oenovaults.com 
 
 
1.  PARTIES  AND  DATE.  This  Agreement  of  Terms  and  Conditions 
(“Agreement”)  is  entered  into  in  duplicate,  as  of  the  date  set  forth in the 
Sign-Up Information by and between Generation Second Investors LLC dba 
Oeno  Vaults  (“OV”),  4201  Santa  Rosa  Avenue,  Santa  Rosa,  California 
95407  (the  “Facility”),  phone  number  (707)  595-3612,  e-mail  address for 
notice: info@oenovaults.com, and the individual(s) named in the Sign-Up 
Information  (“Member”)  for  the  purpose  of  engaging the  services  of  OV, 
which services include the storage of wine, beer, olive oil, other high-valued 
liquids or other items  that may, at OV’s sole discretion, be permitted to be 
stored by Customer at OV’s Facility (each, a “Product,” and collectively, the 
“Products”) and the pick-up and delivery of  such Products in accordance 
with  Section  5,  below  (collectively,  the  “Services”).    By  entering into  this 
Agreement, Customer represents that Customer is of legal drinking age. 
 
2. TERM.  The term of this Agreement shall commence as of the date set 
forth in the Sign-Up Information (“Anniversary Date”) and shall continue on 
a  month-to-month  basis,  unless  sooner  terminated  by  Customer  or  OV 
pursuant to Section 5 below. In the event Customer enters into an annual 
contract, the  term  shall  commence  as  of  the  Anniversary Date and shall 
continue for a period of twelve (12) months thereafter.  After the end of the 
initial  twelve  (12)  month  period,  the  annual  contract  shall  renew  for 
consecutive twelve (12) month periods at the prevailing rental rate, unless 
terminated by Customer or OV pursuant to Section 4 below. 
 
3.  MEMBERSHIP FEE, STORAGE FEES AND LATE FEES.   
         3.1. Membership Fee. The Membership Fee for the Services provided 
shall  be  calculated  at  a  base  rate  of  Ninety  Dollars  per  month 
($90.00/Month) The Membership Fee shall be charged in advance on the 
Member’s Anniversary Date, or first of each calendar month, as defined in 
Section 2 above. 
 
   Member shall pay OV by automatic credit card debit only  (unless an 
alternate payment arrangement has been approved in advance by OV) the 
amount(s) set forth in the Sign-Up Information, or as may be agreed to in 
writing between Member and OV.  Member agrees to keep a valid credit 
card on file with OV at all times, and failure to do so constitutes a material 
breach of this Agreement. The (Membership Fee may be changed at any 
time by OV giving thirty (30) days written notice to Member at the address 
or e-mail set forth in the Sign-Up Information.  
 
3.2 Storage Fee. Each bottle or pre-approved Product stored by Member at 
the OV Facility shall be subject to the rate of $0.45/product/month. 
 
The  daily  storage  fee  will  be  calculated,  and  accrue,  by  multiplying  the 
tiered  pricing  rate  per  product  divided  by  a  30-day  calendar  month.  The 
Member will be charged the total Storage Fee in arrears on the Member’s 
Anniversary Date, or beginning of the month, as defined in Section 2 above. 
The Storage Fee may be changed at any time by OV giving thirty (30) days 
written notice to Member at the address or e-mail set forth in the Sign Up 
Information.  
      
 
 3.3.  OV’s Remedies for Late Payment of Service Fee. 
   3.3.1.  Courtesy  Notices.  If  on  the
 
Anniversary  Date  of  any 
month during the term of this Agreement Member’s credit card payment is 
dishonored, or if  any amounts are due  and  owing on  Member’s account, 
Member’s account shall be deemed overdue, and all of OV’s obligations to 
fulfill Member’s shipment pick-up, or delivery requests will be  terminated. 
Upon  receiving  notification  that  Member’s  credit  card  payment  is 
dishonored,  OV  shall  send  to  Member  a  courtesy  e-mail  to  the  e-mail 
address  on  file  providing  a  link  for  Member  to  update  Member’s  online 
credit card information and to submit payment  (“First Attempt”).  Ten (10) 
days after the First Attempt, OV will attempt to charge Member’s credit card 
on file a second time (“Second Attempt”). If Member does not take action to 
update  Member’s  credit  card  information,  and/or  the  Second  Attempt  is 
dishonored,  OV  will  send  Member  a  second  courtesy  e-mail  informing 
Member that the Second Attempt was dishonored, and that Member may 
be subject to an administration fee in the amount of $25.00. Thirty (30) days 
after the First Attempt, OV will attempt to charge Member’s credit card on 
file a third time (“Third Attempt”).  Should Member fail to update Member’s 
credit card information, and/or the Third Attempt is dishonored, OV will send 
a third courtesy e-mail informing Member that a $25.00 administration fee 
has been charged to Member’s Account, that Member’s right to access the 
Oeno  Vault’s  Website  (defined  below)  will  be  terminated  if  Member’s 
account is  not paid in full within  thirty (30)  days  of the date of  the  Third  
Attempt, and requesting that Member update Member’s online credit card 
information and to submit payment.    
    3.3.2. Notice  of  Abandonment.  Sixty  (60)  days  after  the  First 
Attempt, OV will attempt to charge Member’s credit card a fourth and final 
time (“Fourth Attempt”). If the Fourth Attempt is dishonored, OV shall send 
to Member via certified mail a Notice of Abandonment of Member’s Vault 
Space (“Notice of Abandonment”).  The Notice of Abandonment shall inform 
Member that: (a) Member’s account has been overdue for a period of sixty 
(60) days, (b) Member’s right  to  access  the  Oeno  Vault’s Website and/or 
Mobile App (defined below) is terminated unless and until Member pays in 
full all amounts due and owing on Member’s account, and (c) all property 
remaining in Member’s Vault Space (defined below) thirty (30) days after 
the date of the Notice of Abandonment shall become the sole and exclusive 
property of OV.  
    3.3.3. Abandonment of Member’s Property.  Member agrees that 
any Products of Member remaining at OV’s Facility thirty (30) days from the 
date  of  the  Notice  of  Abandonment  is  evidence  of  Member’s  intent  to 
relinquish  the  property  without  the  intention  of  reclaiming  possession 
(“Member’s Abandonment”).  Should Member fail to respond to the Notice 
of Abandonment, or if Member fails to take action to reclaim possession of 
Member’s  personal  property  within  thirty  (30)  days  from  the  date  of  the 
Notice  of  Abandonment,  all  of  Member’s  Products  remaining  at  OV’s 
Facility  shall  become  the  sole  property  of  OV,  and  shall  be  considered 
adequate  consideration  for  all  amounts  due  and  owing  on  Member’s 
account as provided in Section 3.2.4., below. 
  3.3.4. LIQUIDATED DAMAGES.  MEMBER AND 
OV  EACH  AGREE  THAT  IN  THE  EVENT  OF  A 
MATERIAL DEFAULT OR BREACH HEREUNDER BY 
MEMBER AND/OR IN THE CASE MEMBER FAILS TO 
PAY  THE  SERVICE  FEE  PURSUANT  TO  THIS 
AGREEMENT,  THE  DAMAGES  TO  OV  WOULD  BE 
EXTREMELY  DIFFICULT  AND  IMPRACTICABLE  TO 
ASCERTAIN.  THEREFORE,  IN  THE  EVENT  OF  A 
MATERIAL  DEFAULT  OR  BREACH  BY  MEMBER, 
THE  CONTENTS  OF  MEMBER’S  VAULT  (THE 
“VAULT  CONTENTS”)  SHALL  SERVE  AS 
LIQUIDATED  DAMAGES,  WHICH  LIQUIDATED 
DAMAGES  SHALL  SERVE  AS  A  REASONABLE 
ESTIMATE  OF  THE  DAMAGES  TO  OV,  INCLUDING 
COSTS  OF  NEGOTIATING  AND  DRAFTING  THIS 
AGREEMENT,  COSTS  OF  STORING  THE  VAULT 
SPACE CONTENTS, UNREIMBURSED PICK-UP AND 
DELIVERY COSTS INCURRED BY OV AT MEMBER’S 
DIRECTION  AND  OTHER  COSTS  INCURRED  IN 
CONNECTION  HEREWITH.  MEMBER’S 
ABANDONMENT OF THE VAULT SPACE CONTENTS 
AND  THE  RETENTION  OF  VAULT  SPACE 
CONTENTS  BY  OV  SHALL  BE  OV’S  SOLE  AND 
EXCLUSIVE  REMEDY  AGAINST  MEMBER  FOR  A 
MATERIAL  BREACH  OR  DEFAULT  BY  CUSTOMER 
HEREUNDER,  AND  OV  WAIVES  ANY  AND  ALL 
RIGHT  TO  SEEK  OTHER  REMEDIES  AGAINST 
MEMBER,  INCLUDING  WITHOUT  LIMITATION, 
SPECIFIC PERFORMANCE AND PAYMENT OF PAST 
DUE  SERVICE  FEES.  THE  RETENTION  OF  VAULT 
SPACE  CONTENTS  AS  LIQUIDATED  DAMAGES  IS 
NOT  INTENDED  AS  A  FORFEITURE  OR  PENALTY 
WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 
SECTIONS  3275  OR  3369,  BUT  IS  INTENDED  TO 
CONSTITUTE  LIQUIDATED  DAMAGES  TO  SELLER 
PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 
1671,  1676  AND  1677.  OV  HEREBY  WAIVES  THE 
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 

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3389. UPON ANY SUCH BREACH OR DEFAULT BY

MEMBER HEREUNDER, THIS AGREEMENT SHALL

BE TERMINATED AND NEITHER PARTY SHALL

HAVE ANY FURTHER RIGHTS OR OBLIGATIONS

HEREUNDER, EACH TO THE OTHER, EXCEPT FOR

THE RIGHT OF SELLER TO RETAIN SUCH

LIQUIDATED DAMAGES.

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 Member’s Vault Space, OV shall be responsible for all costs

associated with termination, including all packing and shipping of Member’s

Products to Member. Should Member terminate this Agreement, Member

shall be responsible for all costs associated with packaging and shipping

the Member’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 Member’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 shipment.

5. OV’S SERVICES.

5.1. Member’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 (“Vault

Space”), on the terms and conditions set forth in this Agreement.

Notwithstanding the foregoing, for purposes of Sections 3 and 4 above,

“Vault Space” shall be read to include any Products stored by Member at

the OV Facility..

5.2. Security of Vault. OV has equipped Member’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 corridors.

5.3. Access to Vault Space. Member shall not have physical access

to Member’s Vault Space.

5.4. Refrigeration of Space. OV represents that Member’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 “Member” section of www.oenovaults.com (“Oeno

Vaults Website”) and may download OV’s mobile application (“Mobile App”)

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 Member’s Vault Space, to schedule pick-up by OV of

Member’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

Member’s Products from the Facility to Member’s designated shipping

destination. Member shall access the Oeno Vaults Website or Mobile App

using Member’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

Member’s Vault Space using OV’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 Member’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 Member’s Products by OV, (c)

Member’s pick-up of Products in-person at the Facility, and (d) for the

shipment and delivery of Products to Member’s designated shipping

destination. OV reserves the right to provide generalized, nonspecific

information as to Member’s overall inventory, and inventory history, located

at the Facility to third parties.

5.5.3. Verification. OV shall require verification of Member’s

password for all orders placed online and via telephone. Should Member

appoint another person(s) or organization(s) to make arrangements on

Member’s behalf, Member shall be responsible for the conduct of such

person(s) or organization(s). Member agrees that possession of Member’s

password by person(s) or organization(s) making arrangements on

Member’s behalf constitutes full authority to give instruction for delivery of

Products to or from Member’s Vault Space.

5.6. On-Site Acceptance of Member’s Products. OV will accept

deliveries of Member’s Products at the Facility.

5.7. Off-Site Pick-Up of Member’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 Member’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 Member’s arrival.

5.9. Delivery of Products.

5.9.1. Scheduling Shipment. OV, at the direction of Member,

agrees to facilitate the shipment of Member’s Products to such locations

using such parcel carriers as directed by Member or Member’s authorized

representative (the “Shipment Services”). Member shall submit a shipping

request, designating what inventory from Member’s Vault Space is to be

shipped and to what location, no less than seventy-two (72) hours in

advance of Member’s requested shipment date. In order to avoid delays in

shipping Member’s Products, Member shall also provide to OV sufficient

information to allow OV to facilitate Member’s shipment with the desired

parcel carrier, including the parcel carrier’s name and contact information,

Member’s account number and any negotiated rate codes. OV shall use its

best reasonable effort to facilitate Member’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 Member’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 Member’s Products for all purposes. Member

agrees and accepts that OV’s role in the shipment of Products shall be

limited to preparing Member’s Products for shipment. Member agrees and

accepts that OV shall incur no liability as a result of Member shipping

Member’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 Member’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 Member’s Vault Space.

5.9.3. Carrier Contract. By clicking “Accept,” Member, as the

shipper of all Member’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 Member’s

responsibility as the shipper to coordinate with the shipping company

regarding the specific terms and conditions applicable to Member’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 Member’s

Products shall be billed to Member’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 Member’s Products using OV’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 $150/hour for travel time to and from the OV facility to the

designated delivery address.

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. Member’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 Member’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 “Products” in Section

1 above. Member waives any claim for emotional or sentimental

attachment to the Products stored in Member’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. OV’S AUTHORITY.

6.1. Authority to Process Member’s Product Orders. Member grants

OV full authority to accept and open packages addressed to Member for the

purpose of inventorying the contents of Member’s packages and placing the

Products contained in such packages in OV’s custom packaging containers

for the purpose of storing the Products in Member’s Vault Space.

6.2. Authority to Enter Member’s Vault Space. Member irrevocably

grants to OV for the term of this Agreement full authority to enter Member’s

Vault Space for the purpose of fulfilling a request described in Section 5, for

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conducting an internal audit, to consolidate inventory, or any other

reasonable safety or operational purpose.

6.3. Limitations on OV’s Authority. OV’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 Member’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.

7. INSURANCE. MEMBER ACKNOWLEDGES THAT OV CARRIES

LIMITED INSURANCE PROVIDING COVERAGE AGAINST THE LOSS

OF CONTENTS STORED AT OV’S FACILITY. MEMBER

ACKNOWLEDGES THAT THE INSURANCE COVERAGE CARRIED BY

OV EXTENDS ONLY TO SUCH LOSS TO MEMBER’S PRODUCTS THAT

(A) WITHIN OV’S EXCLUSIVE CONTROL AT THE FACILITY AT THE

TIME THE DAMAGE TO SUCH PRODUCTS OCCURS AND (B) THE

SOLE RESULT OF OV’S NEGLIGENCE OR WILLFUL MISCONDUCT.

NOTWITHSTANDING THE FOREGOING, MEMBER AGREES TO SELF-

INSURE (I.E. NOT TO CARRY INSURANCE) OR MAINTAIN, AT

MEMBER’S EXPENSE, A POLICY OF FIRE AND EXTENDED

COVERAGE INSURANCE THROUGH A LICENSED INSURANCE

CARRIER WITH LIABILITY, THEFT, VANDALISM, AND MALICIOUS

MISCHIEF ENDORSEMENTS FOR THE FULL VALUE OF MEMBER’S

PRODUCTS STORED AT THE FACILITY. MEMBER SHALL NAME OV

AS ADDITIONAL INSURED FOR EACH INSURANCE POLICY MEMBER

MAINTAINS. THIS POLICY OF INSURANCE (OR SELF-INSURANCE) IS

FOR THE BENEFIT OF BOTH MEMBER AND OV. MEMBER

EXPRESSLY AGREES THAT THE CARRIER OF SUCH INSURANCE

SHALL NOT BE SUBROGATED TO ANY CLAIM OF MEMBER AGAINST

OV, OR OV’S AGENTS OR EMPLOYEES. MEMBER FURTHER

AGREES TO INDEMNIFY AND HOLD OV HARMLESS FROM ANY

EXPENSE, COST, OR DAMAGE INCURRED BY REASON OF ANY

CLAIM OR ACTION BASED IN WHOLE OR IN PART UPON SUCH

SUBROGATION. ALL SUCH INSURANCE REQUIRED HEREUNDER

SHALL ALSO CONTAIN CROSS-LIABILITY ENDORSEMENTS, BE

PRIMARY AND NON-CONTRIBUTING WITH RESPECT TO ANY

POLICIES CARRIED BY OV AND SHALL STATE THAT ANY

COVERAGE CARRIED BY OV SHALL BE EXCESS INSURANCE.

8. RELEASE OF OV’S LIABILITY. MEMBER UNDERSTANDS AND

ACKNOWLEDGES THAT OV HAS TAKEN REASONABLE

PRECAUTIONS CONSISTENT WITH INDUSTRY STANDARDS TO

PROVIDE CONSTANT INTERNAL TEMPERATURE AND HUMIDITY

CONTROL IN MEMBER’S VAULT SPACE, BUT OV DOES NOT

WARRANT OR GUARANTEE A PARTICULAR TEMPERATURE OR

HUMIDITY LEVEL WITHIN MEMBER’S VAULT SPACE. BECAUSE

MEMBER IS SOLELY IN CONTROL OF THE PRODUCTS PLACED IN

MEMBER’S VAULT SPACE, OV CANNOT WARRANT OR GUARANTEE

THAT (A) MEMBER’S VAULT SPACE IS SUITABLE FOR ANY

PRODUCTS MEMBER ELECTS TO STORE IN MEMBER’S VAULT

SPACE, (B) STORING THE PRODUCTS IN THE VAULT SPACE WILL

PRESERVE THE TASTE OR QUALITY OF SUCH PRODUCTS, OR (C)

THE ITEMS DELIVERED TO OV PURSUANT TO SECTIONS 5.7 OR 5.8

HEREOF CONFORM TO MEMBER’S ORDER OF SUCH PRODUCTS OR

ARE IN A CONDITION ACCEPTABLE TO MEMBER. IN THE EVENT

THAT THE TEMPERATURE AND/OR HUMIDITY CONTROL

MECHANISMS FAIL, OV SHALL CONTACT THE APPROPRIATE

REPAIR PERSONNEL WITHIN ONE (1) HOUR OF LEARNING OF SUCH

FAILURE AND SHALL TIMELY SCHEDULE ALL NECESSARY REPAIRS

SO AS TO MINIMIZE THE IMPACT OF SUCH FAILURE. PROVIDED

THAT OV TAKES THE STEPS SET FORTH IN THIS SECTION 8, OV

SHALL HAVE NO LIABILITY FOR DAMAGE CAUSED TO MEMBER’S

PRODUCTS AS A RESULT OF THE FAILURE OF THE TEMPERATURE

AND/OR HUMIDITY CONTROL MECHANISMS. AS FURTHER

CONSIDERATION FOR THE USE AND OCCUPANCY OF THE VAULT

SPACE, MEMBER AGREES THAT OV, ITS AGENTS, EMPLOYEES,

AND ASSIGNS SHALL NOT BE LIABLE TO MEMBER, HIS/HER

AGENTS, GUESTS, LICENSEES, OR INVITEES FOR ANY LOSS OR

DAMAGE, INJURY, OR DEATH CAUSED TO THEM OR TO THEIR

PROPERTY, AS A RESULT OF THE USE AND OCCUPANCY OF THE

VAULT SPACE, UNLESS SUCH LOSS, DAMAGE OR INJURY ARISES

FROM AN EVENT OR CIRCUMSTANCE WITHIN OV’S EXCLUSIVE

CONTROL AND IS CAUSED SOLELY BY OV, ITS AGENTS,

EMPLOYEES AND/OR ASSIGNS. MEMBER ACKNOWLEDGES THAT,

DESPITE THE PRECAUTIONS UNDERTAKEN BY OV IN THE STORAGE

OF MEMBER’S PRODUCTS, OV CANNOT SECURE AGAINST

HAZARDS BEYOND ITS SOLE CONTROL, INCLUDING DAMAGE

CAUSED BY THIRD-PARTY PARCEL CARRIERS OR MOLD, MILDEW

OR AIRBORNE CONTAMINANTS. MEMBER FURTHER

ACKNOWLEDGES THAT OV CANNOT INSURE AGAINST ACTS OF

GOD, INCLUDING BUT NOT LIMITED TO, THE ELEMENTS OF

WEATHER OR NATURAL DISASTER, INCLUDING EARTHQUAKES,

TORNADOES, OR VIOLENT ACTS, INCLUDING TERRORIST ACTS,

NUCLEAR RELEASE, OR EXPLOSIONS OF ANY OTHER NATURE. IT

IS AGREED BY MEMBER THAT THIS RELEASE OF OV’S LIABILITY IS

A BARGAINED FOR CONDITION OF THE SERVICE FEE SET FORTH

HEREIN, AND THAT WERE OV NOT RELEASED FROM LIABILITY AS

SET FORTH HEREIN, A MUCH HIGHER SERVICE FEE WOULD NEED

TO BE AGREED UPON.

9. INDEMNIFICATION. Member will indemnify, hold harmless, and

defend OV from all claims, demands, actions, or causes of action (including

attorney’s fees and all costs whatsoever) that are hereafter made or

brought in part or wholly as a result of or arising out of Member’s use of the

Vault Space, including all such claims relating to Member’s shipping of

Products in accordance with Section 5.10. This indemnity specifically

includes, but is not limited to, all liabilities released by Member in this

Section 9.

10. NOTICES--CHANGE OF ADDRESS. All notices required or permitted

by law, or by this Agreement, shall be sent in writing (i) to Member at

Member’s physical address and/or e-mail address set forth in the Sign-Up

Information, and (ii) to OV at the physical address and e-mail set forth in

Section 1.

11. CHANGE IN AGREEMENT’S TERMS. With the exception of the

Membership Fee charged to Members who have entered into this

Agreement for a term for twelve (12) months, any of the terms of this

Agreement may be changed by OV by thirty (30) days written notice to

Member. Any change in the terms of this Agreement shall not affect the

validity or enforceability of this Agreement.

12. ASSIGNMENT. Member shall not sublet or assign the Vault Space or

store property owned by others without the prior written consent of OV.

13. LIMITATIONS ON ACTIONS TO BRING SUIT.

13.1. Mediation of Disputes. Any dispute arising out of this Agreement

(“Dispute”) shall be submitted to mediation by a mediator mutually agreed

upon by the parties. The mediation shall consist of no less than two full

days of mediation. In mediating the Dispute, the parties agree to use good

faith, due diligence and sincere effort to resolve the Dispute. In mediating

the Dispute, each party shall bear their own attorneys’ fees and costs. If

the parties are unable to resolve the Dispute after two full days of

mediation, either party may commence litigation. Compliance with this

Section shall constitute a condition precedent to the filing of any action

against OV.

13.2. Limitation on Action. Any claims, suits or defenses to any action

brought by Member which may arise out of this Agreement or out of the

parties performances hereunder, or for the loss or damage to stored

property shall be barred unless commenced by Member within one year

after the date of the acts, omissions or alleged negligence giving rise to

such claim, suit or defenses.

14. ATTORNEY’S FEES. In the event that a Dispute results in litigation, the

prevailing party shall be entitled to recover from the other party all

reasonable fees, costs and expenses of attorneys incurred by the prevailing

party.

15. GOVERNING LAW AND JURISDICTION. This Agreement shall be

governed by and construed in accordance with the laws of the State of

California as applied to agreements made between residents of California

for performance entirely within California. The federal and state courts

residing in Sonoma County, California shall have jurisdiction over any claim

brought under this Agreement, and the parties hereby consent to the

personal jurisdiction of such courts.

Addendum A

ADDENDUM A

Shipment Services Addendum

In the event Member does not store any Products at the Facility and instead uses only OV’s Shipment

Services, the following provisions of the Agreement shall govern the relationship between Member and OV:

• Section 5.5 (Oeno Vaults Website & Mobile App)

• Section 5.6 (On-Site Acceptance of Member’s Products)

• Section 5.7 (Off-Site Pick-Up of Member’s Products)

• Section 5.9 (Delivery of Products)

• Section 6.3 (Limitations on OV’s Authority)

• Section 7 (Insurance)

• Section 8 (Release of OV’s Liability)

• Section 9 (Indemnification)

• Section 10 (Notices – Change of Address)

• Section 11 (Change in Agreement’s Terms)

• Section 12 (Assignment)

• Section 13 (Limitations on Actions to Bring Suit)

• Section 14 (Attorney’s Fees)

• Section 15 (Governing Law and Jurisdiction)

In addition to the foregoing, Member expressly acknowledges and agrees that OV may use personal

information Member provides for purposes of corresponding with Member regarding other of OV’s Services. OV

will not, however, sell Member’s personal information to third parties for any reason, nor will OV disclose

Member’s personal information to unaffiliated third parties who wish to offer their own products and services,

unless Member specifically requests or authorizes OV to do so.