Terms and Conditions

Important, read carefully: Your use of and access to the website, products and services, and associated software (collectively, the “products”) of CellarStone, Inc. (“CellarStone”) is conditioned upon your compliance with and acceptance of these terms.

By checking the “I agree” button, accessing the CellarStone website, you agree to be bound by these terms and conditions. This is a legal agreement (“agreement”) between you and CellarStone for your access to the website, products and services, and associated software of CellarStone. 

Any software associated with the products and website is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Products. CellarStone will provide a demo and/or information about the products in accordance with this agreement. If you agree to purchase or sign up for CellarStones’s products, you may be required to download content, software, and/or required to agree to additional terms and conditions. 

CellarStone may at its sole discretion, discontinue the products or modify the features of the products from time to time without prior notice. 

Responsibility for registration information and content of your communications. You may be required to provide information about yourself to register for a demo and/or to do a needs analysis. You agree that any such information should be accurate. You agree that you are solely responsible for the content (“content”) sent by you or displayed or uploaded by you in doing so. You agree that you will not use the information learned about the products to send unsolicited commercial e-mail outside your company or organization in violation of applicable law. You further agree not to use any information about our products to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the privacy or intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. 

You also agree not to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality act. You further agree not to upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the products in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of CellarStone or other users of products. Recognizing the global nature of the internet, you also agree to comply with applicable local rules or codes of conduct (including codes imposed by your employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which you reside. CellarStone reserves the right to investigate and take appropriate action against anyone who, in CellarStone’s sole discretion, is suspected of violating this provision, including without limitation, reporting you to law enforcement authorities. 

Although CellarStone is not responsible for any content in violation of this provision, CellarStone may delete any such content of which CellarStone becomes aware, at any time without notice to you. You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the products. You understand and agree that by displaying, exchanging or uploading content to a CellarStone website, transmitting content using the products, or otherwise providing content to CellarStone, you automatically grant (and warrant and represent you have a right to grant) to CellarStone a worldwide, royalty-free, sublicensable (so CellarStone affiliates, contractors, resellers and partners can deliver the products) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the content in the course of offering the products to you and others whom you have authorized to access your content using the products.

Responsibility for content of others. It is possible that other users of the products (“users”) may violate one or more of the above prohibitions. CellarStone assumes no responsibility or liability for such violation. If you become aware of any violation of this agreement in connection with use of the products by any person, please contact CellarStone at . CellarStone may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or user profiles. However, because situations and interpretations vary, CellarStone also reserves the right not to take any action. Under no circumstances will CellarStone be liable in any way for any data or other content viewed while using the products, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. If at any time you are not happy with the products, your sole remedy is to cease using the products.

Eligibility. You affirm that you are of legal age and are otherwise 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. 

Proprietary Rights. CellarStone and/or its suppliers, as applicable, retain ownership of all proprietary rights in the products and in all trade names, trademarks, service marks, logos, and domain names (“CellarStone marks”) associated or displayed with the products. You may not frame or utilize framing techniques to enclose any CellarStone marks, or other proprietary information (including images, text, page layout, or form) of CellarStone without express written consent. You may not use any meta tags or any other “hidden text” utilizing CellarStone marks without CellarStone’s express written consent.

Copyright. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. CellarStone may deny access to the products to any user who is alleged to infringe another party’s copyrights. Without limiting the foregoing, if you believe that your copyright has been infringed, please provide CellarStone’s copyright agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the products; (iv) your address, telephone number, and email address; (v) a written statement by you that you have in good faith believe that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. CellarStone’s copyright agent for notice of claims of copyright infringement can be reached as follows: email:  regular mail: CellarStone, Inc. 80 Cabrillo Hwy, Suite Q216, Half Moon Bay, CA 94019. In the event your content is removed pursuant to this process, you will receive information on how to file a counter-notice. Notices and counter-notices are legal notices distinct from regular product activities or communications. As such, they are not subject to CellarStone’s privacy policy. This means CellarStone may publish or share them with third parties at our discretion, and CellarStone may produce them pursuant to a legal discovery request.

Privacy. You understand and agree that CellarStone may contact you via e-mail or otherwise with information relevant to your inquiry of the products, regardless of whether you have opted out of receiving such notices. You also agree to have your name and/or email address listed in the header of certain communications you initiate through the products.

SMS Terms & Conditions. Users can expect to receive SMS messages such as commission notifications, payment alerts, account updates, and other relevant communications. The Terms & Conditions must also include:

• Messaging frequency may vary.
• Message and data rates may apply.
• To opt out at any time, text STOP.

For assistance, text HELP or visit our website at www.cellarstone.com.

Visit https://www.cellarstone.com/privacy-policy.html  for our privacy policy and https://www.cellarstone.com/terms-and-conditions.html  for Terms of Service.

Example language:

SMS Terms of Service

By opting into SMS from a web form or any other medium, you agree to receive SMS messages from CellarStone. These messages may include commission statements, payment notifications, account updates, and other related alerts. Message frequency varies. Message and data rates may apply. See our privacy policy at https://www.cellarstone.com/privacy-policy.html Message HELP for assistance. Reply STOP to any message to opt out.

GDPR Disclaimer. The information given by us relating to the GDPR (General Data Protection Regulation) is for information purposes only. It is not designed to be an exhaustive guide to the requirements of the GDPR. It is your responsibility to ensure that you comply with the provisions of the GDPR and related legislation. Each company’s responsibilities relating to the GDPR will vary depending on individual circumstances; accordingly, we will not be liable to you for your reliance on information provided in relation to the GDPR.

You warrant, represent, and undertake to us that Personal Data shall comply with the GDPR in all respects including, but not limited to, its collection, holding, and processing.

You shall be liable for, and shall indemnify (and keep indemnified) us in respect of any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by, awarded against, or agreed to be paid by, us and any of our Sub-Processors arising directly or in connection with any non-compliance by you with the GDPR or other applicable legislation and any Personal Data processing carried out by us and any of our Sub-Processors in accordance with instructions given by you that infringe the GDPR or other applicable legislation.

Data processor GDPR Compliance

Data processing – Personal Data

The provisions of these Terms and Conditions shall apply to the processing of Personal Data carried out for the Customer by CellarStone and to all Personal Data held by CellarStone in relation to all such processing whether such Personal Data is held at the date of this Agreement or received afterwards. This Agreement shall continue in full force and effect for so long as CellarStone is processing Personal Data on behalf of the Customer. CellarStone will only process the Personal Data received from the Customer:

• For the purposes of this Agreement and not for any other purpose
• To the extent and in such a manner as is necessary for those purposes
• Strictly in accordance with these Terms and Conditions or otherwise with the express written authorisation and instructions of the Customer (which may be specific instructions or instructions of a general nature or as otherwise notified by the Customer to CellarStone). 

Processing of Data

When processing the Personal Data on behalf of the Customer, CellarStone shall:

• Not process Personal Data outside the European Economic Area
• Not transfer any Personal Data to any third party without the written consent of the Customer and, in the event of such consent, Personal Data shall be transferred strictly subject to the terms of a suitable agreement;
• Implement appropriate technical and organizational measures, and take all steps necessary to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure;

If CellarStone becomes aware of any form of Personal Data breach, it shall inform the customer within 48 hours of gaining knowledge of the breach. This includes any unauthorised or unlawful processing, loss of, damage to, or destruction of any of the Personal Data.

Miscellaneous

Choice of law and forum. This agreement shall be governed by and construed under the laws of the state of California, USA, as applied to agreements entered and to be performed in California-by-California residents. The parties’ consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the northern district of California.

Waiver and severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this agreement will remain in full force and effect.

General provisions. This agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the products, then such agreement shall control to the extent that any provision of this agreement conflicts with the terms of such agreement. CellarStone may elect to change or supplement the terms of this agreement from time to time at its sole discretion. Within five (5) business days of posting changes to this agreement, they will be binding on you. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this agreement. This agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this agreement is solely for accommodation purposes. All notices or other correspondence to CellarStone under this agreement must be provided to the email address set forth in the above section, or other contact information as provided by CellarStone for such purpose. All rights and remedies of CellarStone upon your breach or other default under this agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this agreement or by law or equity on CellarStone, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this agreement are for reference only and will not be considered in construing this agreement.