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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
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
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
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
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
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