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:
firstname.lastname@example.org, 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.
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 Eighty Dollars per month
($80.00/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 following tiered pricing structure
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
3.3. OV’s Remedies for Late Payment of Service Fee.
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
Memnber’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 feehas 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
, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT
CALIFORNIA CIVIL CODE SECTIONS 1671
. OV HEREBY WAIVES THE PROVISIONS OF
CALIFORNIA CIVIL CODE SECTION 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.
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.
5.1. 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
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
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
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 or via telephone at least twenty-four
(24) 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 ship more than
10-packages per calendar month (Shipping Allowance). Any shipments made in
excess of Member’s Shipping Allowance may be subject to an additional
handling fee of $25 dollars per additional package shipment.
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
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 $50/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
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 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.
. 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.
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
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.
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 Memebrship 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.
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.