Terms of Service

These Terms of Service ("Terms") are a legal agreement between RelaNet, LLC d/b/a Cellarfront ("Cellarfront", "we" or "our") and you as the customer ("Customer", "you" or "your") of Cellarfront.

Definitions
1. "Online Account" means the online account created by Customer with Cellarfront.
2. "Order" means your purchase of the Subscription.
3. "Billing and Payment Information" means the information provided by Customer to pay the Subscription Fee.
4. "Confidential Information" means all confidential information disclosed by you or us (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all the methods, means and tools by which we provide the Subscription Services. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5. "Consumer Data" means all information submitted to Cellarfront by a consumer of your products or services such as a consumer’s name, address, email address and payment information.
6. "Customer Data" means all information that you submit to Cellarfront via the Subscription Services or otherwise.
7. "Subscription Services" means all our services, tools and platforms in your Order or we have otherwise made available to you.
8. "Subscription" means the online subscription process by which you purchase our Services.
9. "Subscription Fee" means the amount you pay for the Subscription Services.
10. "Subscription Term" means the date on which you purchase your Subscription to the date your Subscription ends.
11. "Third-Party Services" means applications, platforms, services, tools or content that are developed, owned or operated by entities other than Cellarfront and that may be integrated into, linked to or used in connection with our provision of the Subscription Services.
12. "Commitment Period" means the amount of time that Customer agrees to maintain a subscription to Subscription Services without changes or cancellation.
13. "Cancellation Fee" means the amount you pay when you change or cancel your Order before expiration of the Commitment Period.
Subscription Services; Subscription Fee; Subscription Term
1. Subscription Services.
  1. Except as otherwise set forth herein, during the Subscription Term we will provide the Subscription Services to you that are set forth in your Order.
  2. During the Subscription Term, you may change the Subscription Services to which you have subscribed by placing a new Order. The changes, including the updated Subscription Fee, will take effect on the date that the Order would have otherwise renewed.
2. Subscription Fee.
  1. The Subscription Fee is payable by Customer at the beginning of the Subscription Term and monthly thereafter until the end of the Subscription Term.
  2. Cellarfront will collect payment for the Subscription Fee pursuant to the Billing and Payment Information provided by Customer when it places the Order.
  3. By providing a credit card or other authorized payment method in your Billing and Payment Information, Customer expressly authorizes Cellarfront to charge such payment method on a recurring monthly basis for the Subscription Fee and any other fees that may arise. Customer represents and warrants that Customer is authorized to use the payment method it provides.
  4. Customer shall keep their Billing and Payment Information current and accurate and promptly notify us of any changes. Customer may change their Billing and Payment Information in the billing and payment portion of their Online Account.
  5. If the payment method provided by Customer in their Billing and Payment Information is invalid or otherwise does not enable Cellarfront to collect the Subscription Fee, Cellarfront at its sole discretion may suspend Customer’s access to the Subscription Services until Cellarfront can collect the Subscription Fee, use Customer’s past Billing and Payment Information to attempt to collect the Subscription Fee and/or terminate Customer’s Order in which case the Subscription Term will expire, provided that Customer shall remain liable to Cellarfront for all Subscription Fees due and payable as of the end of the Subscription Term.
  6. Subscription Fees do not include taxes, which we will charge to you as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to any goods and services tax ("GST"), all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law.
3. Changes to Subscription Services and Subscription Fee. Cellarfront may at its sole discretion and at any time change the Subscription and/or the Subscription Fee to which you have subscribed via an Order. In the event of such a change, Cellarfront will notify you in advance in writing about the changes. Your continued use of the Subscription Services will constitute your acceptance of the changes.
4. Subscription Term; Termination.
  1. Orders are month-to-month commitments. They will automatically renew each month until canceled or terminated by Customer or Cellarfront as set forth herein.
  2. You may cancel your Order at any time in the subscription page of Online Account. The date of cancellation will be the end of the Subscription Term.
  3. You are liable for all Subscription Fees that have accrued as of the date of the end of the Subscription Term.
  4. We will not refund any Subscription Fees that have been paid.
  5. In the event that you change or cancel your Order prior to expiration of the Commitment Period, the Customer shall be required to pay a Cancellation Fee equivalent to four times the Subscription Fee. This fee compensates Cellarfront for administrative costs, lost revenue, and other expenses incurred.
Intellectual Property; Customer Data; Data Processing; Privacy Policy
1. This is an agreement for access to and use of the Subscription Services. You are not granted a license to any software by this Agreement.
2. We retain all intellectual property rights to the Subscription Services and any other products or services provided under this Agreement.
3. You shall not copy, rent, lease, sell, distribute or create derivative works based on the Subscription Services or any other products or services provided under this Agreement.
4. You own and retain all rights to the Customer Data. Your grant us permission to use the Customer Data as necessary to provide the Subscription Services.
5. If you are using the Subscription Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
6. We will use the Customer Data to provide the Subscription Services to you, as permitted by this Agreement and applicable law.
7. For more information on our practices regarding Customer Data, and our policies regarding Consumer Data, please review our Privacy Policy and Data Processing Addendum, each of which is incorporated herein by reference.
Third-Party Services; E-Commerce
1. YOU AGREE THAT ANY THIRD-PARTY SERVICES YOU USE ARE AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES THAT YOU USE.
2. To the extent the Subscription Services include an e-commerce function, you acknowledge and agree that you are solely responsible for all transactions conducted THROUGH the e-commerce function, including but not limited to sale, fulfillment, delivery and customer service. We are not a broker, seller, reseller or agent for any such transactions, and YOU AGREE THAT WE HAVE NO LIABILITY FOR ORDER PROCESSING, PAYMENT COLLECTION, CHARGEBACKS, REFUNDS, CUSTOMER SERVICES, COMPLIANCE WITH APPLICABLE LAWS OR ANY DISPUTES BETWEEN YOU AND YOUR CUSTOMERS WHETHER REGARDING AN E-COMMERCE FUNCTION OR TRANSACTION OR OTHERWISE.
Publicity. You grant us the right to add your name and company logo to our customer list, website and any other marketing materials.
Confidentiality
1. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except to the providers of Third-Party Services to the extent necessary for the Subscription Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement.
2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
Disclaimers; Limitation of Liability
1. We will provide the Subscription Services in a manner consistent with generally accepted industry standards. In the event of non-conformance of this warranty, we will use commercially reasonable efforts to correct such non-conformance. We will not have any obligation or liability under this section if the non-conformance is caused by or based on (i) any combination of the Subscription Service with any hardware, software, equipment or data not provided by us including the Third-Party Services; (ii) modification of the Subscription Services by any party other than us; (iii) use of the Subscription Services in violation of this Agreement.
2. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY REGARDING ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
3. EXCEPT AS SET FORTH IN SECTION 7.1 AND WITHOUT LIMITING OUR OBLIGATIONS IN SECTION 3, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF SUBSCRIPTION SERVICES OR DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
4. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
5. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR (i) YOUR LIABILITY FOR PAYMENT OF SUBSCRIPTION FEE, (ii) YOUR LIABILITY ARISING FROM YOUR INDEMNIFICATION OBLIGATIONS AND (iii) EITHER PARTY’S LIABILITY ARISING FROM THEIR OBLIGATIONS REGARDING INTELLECTUAL PROPERTY, IF EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR SUBSCRIPTION SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM;
Indemnification
1. Customer Indemnification.
  1. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers and licensors) by a third party to the extent that such Action is based upon or arises out of (i) unauthorized or illegal use of the Subscription Service by you, (ii) your noncompliance with or breach of this Agreement, (iii) the Third-Party Services or (iv) from e-commerce transactions.
  2. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Miscellaneous
1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana excluding all choice of law provisions. All proceedings relating to the subject matter hereof shall be maintained exclusively in the federal and state courts located in Hamilton County, Indiana, and each party hereby consents to personal jurisdiction and venue therein and hereby waives any right to object to personal jurisdiction or venue.
2. Entire Agreement. This Agreement, which includes all other documents and agreements incorporated herein by reference, constitutes the entire agreement among the parties related to the subject matter hereof.
3. Severability. In the event that a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable in any circumstances, the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby.