GSN Terms and Conditions

Last Updated 6/1/2022

TERMS OF SERVICE

  1. Services. The Services comprise:
    1. Storage services.
      1. GSN shall store Customer’s Wine at GSN’s Facility or a similar storage facility providing substantially similar storage conditions at such address as GSN may designate. GSN warrants it will store Customer’s Wine in a suitable facility for wine storage throughout the duration of this agreement. The general hours of operation at the Facility will be Monday through Friday, 9am to 5pm, excluding Federal Holidays.
      2. GSN provides full service wine storage- i.e, the Customer drops off wine or has wine delivered to the GSN facility, and schedules a pick up or schedules packing and shipment for wine to depart from the GSN facility. At no time are Customers permitted into secure areas of the Facility.
      3. Storage fees are set forth in Exhibit 1 of this Agreement. Storage fees do not include fees for shipping or other ancillary services that GSN may provide or the customer may request. Storage Fees and Terms may change with 30 days prior written notice.
      4. Storage term is one month, which shall renew automatically for an additional month if Customer does not remove all wines from GSN during the then-current month.
      5. Wine is deemed to be in storage and subject to storage fees at the start of a storage term if wine is still located in GSN facility on the last day prior to the new storage term, regardless of whether it is scheduled for pick up or shipment.
      6. This agreement is in force and renews month-to-month as long as Customer has at least one bottle in storage at GSN.
    2. Receiving and Inventory services.
      1. Upon delivery, GSN will enter information related to Customer’s Wine into the GSN online inventory platform (the “Platform”) within a reasonable time after receipt, depending on the quantity and condition of the Wine. GSN will affix a unique identifier in the form of a barcode label to every container of Customer Wine if not rejected as provided in Subparagraph v (Rejection of Wine), below. If Customer believes there is any discrepancy between Customer’s Wine delivered to GSN and the corresponding information on our Platform, Customer shall notify GSN by email within 7 calendar days after the date the information becomes available on the Platform. Failure to notify GSN within the 7-day period will remove any obligation of GSN to correct any corresponding information on the Platform, and the information on the Platform will be deemed correct and accurate for purposes of the Services. GSN may revise the information on the Platform if it determines the information does not accurately reflect Customer’s Wine. GSN will use commercially reasonable efforts to accurately reflect information about Customer’s Wine in the Platform, but cannot and does not warrant or guarantee that any information in the Platform will be timely, accurate, reliable, precise, thorough, correct or complete. GSN may repackage your Wine if it determines in its reasonable discretion that the casing or other container containing the Wine is not suitable for storage. While it has no obligation to do so, GSN may, where practicable, open your Wine shipping containers to inspect and photograph the Wine and include the photographs on the Platform.
      2. Sealed and banded original wooden cases may remain unopened if instructed by customer at time of scheduling the delivery online. Any wine in unopened OWC will be deemed as unverified. Upon instruction by the customer, GSN will inventory wine in non-sealed wooden cases or any cardboard carton to inspect and verify contents. GSN neither accepts responsibility for the quantity and type of wine, nor provides confirmation of the actual contents, of any unverified cases.
      3. Customer is entitled to use the GSN website, which will enable Customer to access their inventory, monitor inbound and outbound activity, and schedule pick ups and shipments. Usage of the GSN website is subject to the website terms of use, as may be amended from time to time, including the provisions of the Customer from sharing Customer’s GSN website login information and reproducing material from the GSN website. GSN is not responsible for any typographical or clerical errors found on GSN’s website or related databases, including those regarding Customer’s inventory.
      4. GSN may refuse to store Wine that, in GSN’s sole discretion, is unsuitable for storage or the Services, for any reason, including, without limitation, (a) GSN standards for minimum quality of Wine based on authenticity, condition, and appearance; or (b) storage requirements for the Wine (including, without limitation, the condition of the packaging, including any leakage, stains on labels or bottles or other packaging, and/or mold on labels, boxes, or other packaging). If we reject any Wine, we will work with Customer to remedy the situation. If at any time during GSN’s performance of the Services GSN determines that any of Customer’s Wine is no longer suitable for storage, GSN will notify Customer that the Wine should be removed. If Customer fails to respond with instructions for return of the Wine that comply with Subparagraph c (Returning Customer Wine), below within 120 days after the date of GSN’s notification to Customer, GSN may remove the Wine from storage and dispose of or sell the Wine, the proceeds of which GSN will provide to Customer after deducting any costs incurred in connection with such sale and/or any unpaid fees.
      5. Within a commercially reasonable amount of time after GSN’s receipt of your request to return Wine to Customer, or pursuant to any termination under this Agreement, GSN will prepare the Wine for collection or shipment of the Wine to Customer, per Customer instructions, in the areas in which we are legally permitted to do so. The person who receives the Wine must be 21 years of age or older and must present a valid driver’s license or other state-issued identification card.
    3. Pick, Pack, Pick Up and Shipping services.
      1. GSN will provide pick and pack services in connection with the Customer’s wines stored at GSN at the request of the Customer through the GSN website. There is no charge for these services.
      2. GSN offers pick up appointments for Customer pick ups at GSN facilities. Pick ups should be scheduled at least 24 business hours in advance through the GSN website.
      3. At Customer’s request, GSN will help Customers arrange delivery to themselves or their desired location via common carrier or private third party service. GSN makes no representation as to the legal rights of anyone to deliver or import any alcoholic beverages or other goods into any state or country.
      4. Customer agrees that GSN is not liable for any damage during transit, including but not limited to, carrier errors in delivery, loss, damage, weather exposure. GSN strongly advises Customer to maintain insurance for goods in transit.
      5. Climate Considerations. When the weather is too hot or too cold to safely transport Wine, your Wine will not be released and will remain stored in Global Storage Network’s temperature-controlled warehouse. If you elect to waive Global Storage Network’s weather policy and ship your Wine regardless of the weather, you understand the risks of shipping wine in hot or cold weather include fresh seepage, elevated or depressed corks, and more. You assume all liability and understand you can make no claim against the condition of the Wine upon delivery. All stored owned items are subject to Global Storage Network’s terms regarding Storage Period and Fees.
  2. Storage Insurance. Customer is advised that GSN does not insure the Wine or provide supplemental wine storage insurance for the Wine. Customer is strongly advised to make arrangements for insuring customer’s wine. Failure to do so may result in total loss without compensation.
  3. Membership And Storage Fees.
    1. GSN storage fees are calculated by the bottle per month, with billing occurring at the start of each month. Payments are due in advance on the 1st day of each month. Fees are calculated based on the number of eligible bottles in storage as of the calculation day, and on the tier of membership selected. Wine is deemed to be in storage and subject to storage fees if wine is still located in GSN facility on the calculation day, regardless of whether it is scheduled for pick up or shipment. Fees are not prorated for partial storage months.
    2. Membership tiers, per bottle per month storage fees, and other ancillary services and charges are described in Exhibit 1 attached hereto. Such services and fees are subject to change at any time at GSN’s sole discretion.
    3. The monthly fee includes receiving, basic cataloging, photography, inventory services and use of the GSN Website for picking/packing and scheduling pick ups or shipping of wine. After bottles are received, GSN will enter your wines into your account including wine name, vintage, quantity, bottle size, and a variety of other wine related information. GSN will photograph the front and back label of each bottle and note any condition concerns upon receipt. The details are then available to you online via your GSN account. Each bottle in your account is given a specific barcode on a removable label, placed in its box, and cellared in its assigned location. You may access your wine by scheduling a pick up appointment or a shipping date online via your GSN account.
  4. Billing and Unpaid Balances.
    1. Invoices. An invoice preview for the upcoming month will be sent to the email address associated with your account on the 10th of the prior month. Invoice preview will detail all wines to be charged for storage on the 1st of the following month if such wine is still located in GSN facility on the last day of the previous month. On the 1st of each month a storage invoice will be sent to the email address associated with your account and your payment method on file will be charged for the invoice amount listed. Storage invoice is calculated by the number of bottles eligible for a storage charge after the last day of each month multiplied by the per bottle per month storage fee based on the Customer's membership tier. Storage invoice may include other one-time charges and taxes.
    2. All fees due and payable under this Agreement are non-refundable. Invoices are due upon receipt. If Customer credit card or payment method on file has expired or is no longer valid, GSN will advise customer by email to the email address associated with the account.
    3. In the event Customer elects to withdraw substantially all of Customer’s wine from the Facility, GSN in its sole discretion, may require that Customer pay all unpaid charges, up to and including storage through the date of withdrawal, prior to shipment or pick up.
    4. Warehouseman’s Lien.GSN retains a lien against Customer on all goods received under this Agreement or at any time hereafter for storage by Customer and on the proceeds of any sale thereof for storage and all fees payable under this Agreement (“Fees”) and for any and all charges, costs and expenses (collectively, with Fees, “Charges”) incurred in the maintenance of the goods and their sale pursuant to law. Any good for which Fees remain outstanding after 4 calendar months of notice thereof may be withheld from Customer and/or sold by GSN. The proceeds of such sale shall first be applied to any charges, costs or expense incurred in connection with efforts to collect such indebtedness. Any excess shall be remitted to Customer.
  5. Title and Risk of Loss. Customer retains ownership and all right, title, and interest in Customer’s Wine while the Wine is stored pursuant to this Agreement. Before shipping any Wine in Customer's possession to GSN, Customer will inspect the Wine, its packaging, and shipping containers to ensure that the Wine and any other materials provided to GSN are in good and safe condition, suitable for shipping to and from GSN and storage by GSN. Customer will bear the risk of loss during shipment of Wine (a) until received by GSN at our premises from the carrier (subject to the provisions of Paragraph [8] of this Agreement (Limitation of Liability)), and (b) after GSN has provided the Wine to the carrier for shipment back to Customer. GSN is not responsible for any loss or damage to any Wine due to any causes outside of GSN’s control, including Wine that GSN receives in damaged condition and Wine that is seized, damaged, or destroyed as a result of government inspections and/or violations of applicable law.
  6. Customer Representations, Warranties, and Acknowledgements. Customer represents and warrants to GSN as of the date of this Agreement, and as of each day GSN stores Customer’s wine, as follows:
    1. Customer acknowledges and agrees that Customer (i) has made Customer’s own inquiries, if any, as to the suitability and fitness of the facility; and (ii) has not relied on any representations made by GSN or its representatives other than those described in this agreement.
    2. GSN may rely on Customer’s instructions relating to the receipt, storage, shipment and delivery of wine, whether given or purported to be given by Customer to GSN, without GSN having to verify the accuracy or authenticity of such instructions and directions.
    3. Customer warrants that it is solely responsible for the transport of the Wine and for determining the legality and the tax/duty consequences of bringing the Wine to your chosen destination. Customer hereby represents that it is acting in compliance with all local and state laws regarding the purchase, transportation and delivery of alcoholic beverages. Customer further represents that Customer is at least 21 years old, and that the person to whom Customer has directed the Wine will be delivered is also at least 21 years old. The person picking up or receiving delivery will be required to show photo identification proving that they are at least 21 years old.
    4. Customer holds title to the Wine or legal authorization to arrange for storage of the Wine on behalf of another party.
    5. The Wine is not subject to any third-party rights or claims or potential claims (including, without limitation, by governments or governmental agencies).
    6. Customer is responsible for the legal importation or exportation of Wines to or from any country; including all required declarations and the payment or remission of any applicable duties, tariffs and taxes.
    7. Customer is not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which you reside or do business as well as under the laws of the European Union, the laws of England and Wales, the laws of Hong Kong or the laws and regulations of the United States, (“Sanctioned Person”).
    8. Where you are acting as an agent for the owner of the Wine, the owner is not a Sanctioned Person or Sanctioned Entity.
    9. Customer has full legal power and authority to enter into this Agreement and storing Customer’s wine with GSN does not violate or result in the breach of any agreement to which Customer is a party or any applicable law or regulation to which Customer is subject. No wine placed in the custody of GSN by Customer is subject to any encumbrance or lien that may prevent or restrict Customer from storing with GSN.
    10. Customer acknowledges that sales of alcoholic beverages between unlicensed entities is unlawful and represents that all Wine stored by Customer under this Agreement, shall comply with all laws and regulations applicable to the sale and disposition of alcoholic beverages. For the sale, consignment or disposition of Wines, Customer may contract with GSN’s preferred auction partner WineBid, or any other licensed auction house or wine broker. Customer further acknowledges that it is Customer’s sole responsibility to pay duties, taxes, custom charges, and other similar payments that may be levied or otherwise due with respect to Customer’s Wine.
    11. As a condition of Customer’s use of and GSN’s provision of the Services, Customer agrees that it will not use the Services for any purpose that is unlawful in nature (such as, for example, reselling the Services or otherwise using the Services to store wine for a third party other than as authorized agent where permitted by law or otherwise prohibited by this Agreement, or any other purpose not permitted under this Agreement.
  7. Disclaimer of Warranties. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

    WITHOUT LIMITING THE FOREGOING, GSN (A) MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES, AND (B) HEREBY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS OR OTHERWISE ON THE GSN WEBSITE OR IN CORRESPONDENCE WITH GSN OR ITS AGENTS. GSN FURTHER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE QUALITY OF THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS.
  8. Waiver and Limitation of Liability.
    1. Except as otherwise expressly provided in this agreement, GSN including its affiliates and its and their respective directors, officers, shareholders, members, employees, contractors, agents, representatives, successors and permitted assigns (the GSN Parties”), shall not be responsible for any damage or injury to Customer or Customer’s property from any cause whatsoever other than the negligence or willful misconduct of GSN. Without limiting the generality, of the foregoing, the GSN Parties shall not be responsible or liable to Customer, or any person claiming by, through or under Customer, for any damage, injury, loss or spoilage of any of Customer’s property or any damage, injury, or loss to any persons or person at any time in or about the Facility from any cause, including theft, fire, explosion, falling plaster, bursting, breakage, leakage, steam, gas, electricity, water, excessive heat, excessive cold, dampness, sewage, earthquake, lighting, rain, wind or snow.
    2. In addition, the GSN Parties shall in no event be liable for (i) consequential or special damages resulting from the physical damage to, loss or spoilage of any property or the breach of any provisions under this Agreement or (ii) any damages in excess of the aggregate storage fees paid by Customer to GSN as of the date of such damages.
    3. Customer herby waives any right of subrogation against the GSN Parties for any damage to, loss or spoilage of Customer’s property while it remains in the Facility, and shall notify Customer’s insurance provider, if any, of the terms of such waiver.
    4. EXCEPT FOR PAYMENTS (AS DEFINED ABOVE) THAT MAY BE DUE TO CUSTOMER UNDER THIS AGREEMENT, IN NO EVENT SHALL ANY OF THE GSN PARTIES BE LIABLE, WHETHER IN AN ACTION BASED ON CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (A) ANY BREACH OF THIS AGREEMENT, (B) THE USE OF, OR THE INABILITY TO USE, THE SERVICES, (C) THE CONDITION OR QUALITY OF CUSTOMER’S WINE, OR (D) LOST BUSINESS OR LOST SALES, EVEN IF GSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
  9. Indemnification.
    1. Customer agrees to indemnify, defend and hold any of the GSN Parties harmless to the fullest extent not prohibited by applicable law, from and against any and all third party claims, demands, suits, actions, causes of action, damages, losses, liabilities, obligations, interest, penalties, costs (including, without limitation, court costs, costs of settlement and costs of pursuing insurance) and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind whatsoever (collectively, “Claims”) alleged, suffered or incurred by any of the GSN Parties arising or resulting from or otherwise in connection with any allegations asserted or demanded by third parties, which, if true, would amount to Customer’s breach of this Agreement.
    2. GSN agrees to indemnify, defend and hold Customer including its affiliates and its and their respective directors, officers, shareholders, members, employees, contractors, agents, representatives, successors and permitted assigns (collectively, the “Customer Indemnified Parties”) harmless to the fullest extent not prohibited by applicable law, from and against any and all third party claims, demands, suits, actions, causes of action, damages, losses, liabilities, obligations, interest, penalties, costs (including, without limitation, court costs, costs of settlement and costs of pursuing insurance) and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind whatsoever (collectively, “Claims”) alleged, suffered or incurred by any of the Customer Indemnified Parties arising or resulting from or otherwise in connection with any allegations asserted or demanded by third parties, which, if true, would amount to GSN’s breach of this Agreement.
  10. Force Majeure. In the event GSN is compelled to reduce or suspend its operations or to cease performance of its obligations under this Agreement due to: (i) the passage after the date of this Agreement of any applicable laws or regulations; (ii) any strikes, boycotts, lockouts or other labor disturbances; (iii) interruption or discontinuation of power; (iv) fire, explosion, earthquake, lightning, windstorm, tornado, cyclone, hurricane, collapse of building or sprinkler systems, or other similar acts of God (each, a “Force Majeure Event”), then GSN shall be relieved from performing its obligations hereunder to the extent necessitated by such Force Majeure Event. In such case, GSN shall take all reasonable measures to resume full performance under this Agreement as soon as reasonably possible. GSN shall not be liable for any damages, costs or diminution in value or quality to the Wines that may arise as a result of any Force Majeure Event, including without limitation any fires, earthquakes or power disruption.
  11. Governing Law and Dispute Resolution Through Arbitration.
    1. This Agreement shall be governed by California law, without regard to its conflict of laws provisions.
    2. Any dispute related to anything referred to in this Agreement shall be resolved by arbitration in San Francisco under the Comprehensive Rules and Procedures of JAMS, or its successor then in effect. The decision of the arbitrator shall be final and binding on the parties. The arbitrator shall render a reasoned award, is empowered to award compensatory damages only, and shall award to the prevailing party (as determined by the arbitrator) reasonable attorneys' fees and costs, whether or not such fees or costs would otherwise be recoverable under applicable statutes or rules of court. The parties consent to the jurisdiction of the State and Federal Courts in San Francisco, where any judicial action regarding this Agreement, or any aspect of the parties’ relationship, shall be filed, including, without limitation, any action to compel arbitration, or to confirm, modify or enforce the arbitral award.
    3. Customer understands that Customer and GSN are agreeing to give up any rights to litigate claims before a jury.
    4. Customer understands and agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both Customer and GSN specifically agree to do so in writing. This provision is not applicable to the extent such waiver is prohibited by law.
  12. Miscellaneous.
    1. Relationship. The relationship between GSN and Customer shall be solely that of independent contractor and this Agreement shall not be deemed to create any relationship of agency, employment, partnership or joint venture between the parties.
    2. Assignment. This Agreement may not be transferred or assigned in whole or in part by Customer without the prior written consent of GSN (which consent may be withheld in GSN’s sole discretion).
    3. Successors and Assigns. This Agreement will bind and benefit Customer and GSN, and their respective heirs, executors, administrators, successors and permitted assigns.
    4. Third Party Beneficiaries. This Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties thereto.
    5. Entire Agreement. This Agreement, together with all Addenda, Exhibits, and the GSN Website Terms of Use accessible at www.globalstoragenetwork.com/terms-of-use, all of which are incorporated into the Agreement, constitutes the final and complete understanding of the parties regarding the subject matter hereof, and supersedes and merges all prior.
    6. Amendments. Any amendment of this Agreement or waiver of a right or duty afforded under this Agreement shall not be effective unless such amendment or waiver is in writing and signed by the parties hereto.
    7. Waiver. Any failure by a party hereto to exercise any of its rights under this Agreement shall not be construed as a waiver of such rights, or of any other rights under this Agreement, and such failure shall not preclude exercise of such rights at any later time.
    8. Material Breaches. If Customer materially breaches Customer’s obligations under this Agreement and, if curable, fails to cure such breach within 30 days of notice from GSN providing notices of such breach, GSN shall have the right to exercise any remedy determined in GSN’s sole discretion, including suspension of use of the GSN website or termination of this Agreement.
    9. Severability.   In the event any of the terms or provisions of this Agreement are in violation of, or prohibited by, any applicable law or regulation, such terms or provisions shall be deemed to be amended or deleted to conform to such law or regulation without invalidation or amending or deleting any of the other terms or conditions of this Agreement.
    10. Notices. All notices shall be in writing and sent to the addresses set forth below. All notices shall be deemed delivered: (i) one (1) business day after such are deposited for delivery via Federal Express or other nationally recognized overnight courier service; or (ii) three (3) business days after such are deposited in the United States mails, certified or registered mail, with all postage prepaid. Written notice may be given by email or by facsimile to the email address or fax number set forth below, provided that such notice shall not be deemed effective unless it is confirmed within twenty-four (24) hours by courier delivery or mailing of a copy of such notice in accordance with the requirements set forth above.
    11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument.    Any counterpart may be executed and electronically transmitted with the same force and effect as if such counterpart was an ink-signed original.

SERVICES AND RATE SCHEDULE (EXHIBIT 1)

Effective September 1, 2021
STORAGE FEES AND TERMS MAY CHANGE WITH 30 DAYS NOTICE 
Membership Tier
Cru
Collector
Pro
Monthly Storage Cost Per Bottle
$0.50
$0.40
$0.35
Shipping Discount
10%
25%
Promotions
Collector exclusives
Collector & Pro exclusives
Membership Cost
Free
$49 annually
$99 annually

WEBSITE TERMS OF USE

Welcome to our website, located at www.globalstoragenetwork.com (this “Site”).  Access to and use of this Site, including the opportunity to use or purchase the services offered through this Site, is provided to each user of this Site (“you” or “Customer”), subject to the following terms and conditions of use (the “Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS OF USE, WITHOUT MODIFICATION OR QUALIFICATION, AS IF YOU HAD SIGNED AND DELIVERED A WRITTEN AGREEMENT TO THIS EFFECT. If you do not intend to be legally bound by these Terms of Use, do not access or use this Site.

Bespoke Storage LLC, d/b/a Global Storage Network (“GSN”) owns this site and provides wine storage and related services offered through this Site.  The terms “we,” “us,” "our," and “the Company” as used in these Terms of Use refer to GSN and any affiliate or successor entities that may be identified on this Site as providing goods or services through this Site.

You must be at least 21 years of age to order any services from the Company, whether through this Site or otherwise.  If you use this Site, you are responsible for maintaining the confidentiality of your account and password, and for protecting and restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.  You may not use a false email or other address, impersonate any person or entity, or otherwise mislead the Company, whether in relation to credit or payment information or any other matter. The Company reserves the right to refuse service or terminate accounts, or cancel orders in its sole discretion, without prior notice. You also agree that we will not be liable to you or to any third party for any such action.

Wine Storage Terms of Service

Wine storage and related matters are also governed by the Wine Storage Terms of Service included above, and are hereby incorporated into and made part of these Terms of Use.

Additional Services

We may offer additional services for Customers that are not covered under our Wine Storage Terms of Service.  These services will be arranged separately with each Customer.  These Terms of Use, including the Wine Storage Terms of Service, however, to the extent applicable, will govern except to the extent they conflict with the written arrangements between GSN and the Customer.

Privacy Policy

Please review our Privacy Policy, which is also hereby incorporated into and made part of these Terms of Use.

Electronic Communications

When you visit this Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may send you emails or push notifications concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. We may communicate with you by email or by posting notices on this Site, and reserve the right to communicate by other means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically via email or by via this Site will satisfy any legal requirement that those communications be in writing. Similarly, your acknowledgement or agreement to any terms or arrangements specified by us by electronic means, including, without limitation, by means of any “click-through” or similar agreement, will satisfy any legal requirement that those communications be in writing. Email and other electronic communications are not encrypted and may not be secure. Please bear this in mind when transmitting any private or confidential information through this Site or by other electronic means.

Territory

The Site may be viewed in the United States and elsewhere, and contains references to products or services not available in all states or countries. References to a particular product or service do not imply that the Company intends to make such products or services available in all states, countries or other jurisdictions, and nothing in this Site will constitute an offer of any products or services in any jurisdiction, or to any person or entity, if the offer or provision of the products or services would be contrary to applicable law.

License and Site Access

The Company grants you a nonexclusive, nontransferable, limited right and license to access and make personal use of this Site and the material provided hereon for your personal, noncommercial use, provided that you fully comply with these Terms of Use. You agree not to download (other than page caching) or modify this Site, or any portion of it. This license does not include: any rights of resale or commercial use or exploitation of this Site or its contents; any collection or use of any product or service listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant or service provider; or any use of data mining, robots, or similar data gathering and extraction tools. This Site (including any portion of this Site) may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without the express, written consent of the Company.

Linking to this Site

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Company so long as the link does not portray the Company, or its products or services, in a false, misleading, derogatory, or otherwise offensive matter. You may not use any proprietary graphic, trade name, trademark, or service mark of the Company as part of these links without the express, prior written consent of the Company.

Prohibited Communications

You may not send the Company (or any other person or entity if such communication is through this Site) any email, e-card and other communication, or submit any suggestion, idea, comment, question, or other information, if it is in any manner illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. We may, in our discretion, terminate the rights of any user to visit or utilize this Site as a result of conduct that we deem unacceptable.

Intellectual Property Rights

All content included on this Site (and the compilation of that content) is the property of the Company or its content suppliers and is protected by United States and international copyright laws. The term “Content” includes, but is not limited to: text, design, graphics, logos, button icons, images, audio and video clips, digital downloads, interfaces, data compilations, programs, software, and code. The Company is also the owner of the registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin that appear on this Site (other than any third-party marks or other intellectual property), including, without limitation, GSN, GSN, and the associated logo. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Content or other intellectual property contained in this Site. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of the Company or use any metatags or any other “hidden text” utilizing any of the names of the Company.

Copyright or Intellectual Property Complaints

The Company respects the intellectual property rights of others, and we ask our users to do the same. We will not post any user communications on our website without appropriate permission. We may, in our discretion, terminate the rights of any user to visit or utilize this Site if a user infringes, or is alleged to have infringed, the intellectual property rights of others.

Links to Other Web Sites

These Terms of Use apply only to this Site, and not to the web sites of any other person or entity. We may provide, or third parties may provide, links to other web sites or resources. You acknowledge and agree that we are not responsible for the availability of such external web sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, services, or other materials on or available from such other web sites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products, services or other resources available from any other web site (regardless of whether we directly or indirectly link to such content, advertisements, products, services or other resources). You should direct any concerns with respect to any other web site to that web site’s administrator or webmaster.

Prohibited Actions

Site By accessing or using the Site, you agree not to do any of the following Site:

o   Breach these Terms of Use;

o   Use the Site in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, to provide false information, or to impersonate other users;

o   Modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of the Site;

o   Post any material that infringes upon any third party's copyright, trademark, patent or other intellectual property, personal or proprietary right;

o   Harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity;

o   Post or transmit information or content that is false, hateful, abusive, threatening, libelous, defamatory, harmful to minors, discriminatory, obscene, pornographic or otherwise inappropriate, offensive, illegal, improper or disorderly, or contains or constitutes excessive messages or information;

o   Post or transmit any unauthorized commercial, advertising or promotional materials, including without limitation, “spam” or mass distributions;

o   Upload viruses or other malicious code;

o   Use any scripts, crawlers, bots, or other automated means to access the Site for any purpose without the express written permission of Global Storage Network, or use software to determine architecture of or extract usage data from the Site;

o   Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or that may interfere or attempt to interfere with the proper working of the Site; or

o   Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.

 

We reserve the right to set and enforce limits on the amount of data and other content that may be accessed by users of the Site and Services. We may change, limit, suspend, or discontinue any aspect of the Site and Services at any time without prior notice, including the availability of any feature, account, database or content. By using the Site and Services, including without limitation the “Global Storage Network Cellar” feature, all users represent and agree that they are using the Site and Services solely for their personal, non-commercial use.

User Content

If you post or submit any content or materials to or through the Site and Services (User Content), you represent and warrant that (1) you own all necessary rights and permissions in such User Content; and (2) said User Content does not violate the intellectual property, proprietary, or personal rights of any person or entity (e.g., the User Content does not infringe any third party’s trademark, copyright, patent or trade secrets, and is not libelous or defamatory) and does not violate any law. You grant the Company a perpetual, nonexclusive, worldwide, royalty-free, sublicensable license to your User Content, which includes without limitation the right for GSN or any third party it designates to use, copy, transmit, excerpt, modify, publish, translate, create derivative works from, perform, store and display the User Content, in any format or media whether now known or hereinafter developed. You are solely responsible for your User Content and any claims relating to same. However, while GSN does not and cannot review all User Content and is not responsible for User Content, the Company reserves the right to delete, move, or edit User Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.

Fees and Financial Issues

We reserve the right at any time to charge fees for access to features of the Site and Services. However, in no event will you be charged for access to fee-bearing features unless we obtain your prior agreement to pay such charges. Thus, if at any time we require a fee for features of the account services that are now free, we will give you advance notice of such fees. You may cancel your access to fee-bearing features at any time, though we will not prorate the applicable fees. You agree to pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. All fees and charges shall be billed to and paid for by you. You agree to pay all applicable taxes relating to use of the fee-bearing features through your account.

In the United States Global Storage Network is bonded. Our bond number is 106971518.

The balance of any accounts with GSN represents an unsecured claim against GSN and is not insured by any third party. If you have an amount owed to GSN and the amount is not the subject of a dispute, GSN may debit any of your accounts to offset any amount you owe to the Company.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND SERVICES AT YOUR OWN RISK, AND THAT THEY ARE BEING PROVIDED TO YOU BY GSN ON AN “AS IS” AND “AS AVAILABLE” BASIS. GSN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, GSN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, GSN MAKES NO WARRANTY THAT THE SITE AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GSN NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES NOR THEIR RELATED COMPANIES SHALL BE LIABLE FOR:

(i) ANY DAMAGES (UNDER ANY THEORY) RESULTING DIRECTLY OR INDIRECTLY FROM (a) YOUR USE OR MISUSE OF OR YOUR INABILITY TO USE THE SITE AND SERVICES, (b) DELAYS OR DISRUPTIONS IN THE SITE AND SERVICES, (c) ERRORS OR INACCURACIES OF ANY KIND IN THE SITE AND SERVICES, (d) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE SITE OR SERVICES, OR (e) ANY SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT BY GSN; NOR FOR

(ii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OR MISUSE OF OR YOUR INABILITY TO USE THE SITE AND SERVICES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL GSN’S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY NOR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED THE GREATER OF (i) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED TO TOTAL FEES YOU PAID TO GSN IN THE 1 MONTH PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR (ii) $50.00. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.

Indemnification

You agree to indemnify, defend and hold harmless GSN and its officers, directors, employees, parents, partners, successors, agents, distribution partners, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including interest, penalties, and attorney fees and amounts paid in investigation, defending or settling any of the foregoing) arising out of or related to: (i) your access to or use or misuse of the Site and Services; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use or of any representation, warranty or covenant that you have made to Global Storage Network; (iv) your violation of the law; (v) your negligent or willful misconduct; or (vii) your violation of the rights of any third party. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

Dispute Resolution

You and Global Storage Network each agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to these Terms and Conditions, any prior version of these Terms and Conditions, or your use of or access to the Site and Services, will be resolved in accordance with the provisions of this Dispute Resolution section. Please read this section carefully as it affects your rights.

You and GSN agree to first contact each other with regard to any claim or dispute, and to provide a written description of the problem, all relevant documents/information and the proposed resolution. GSN will contact users of the Site based on the contact information provided to us. Notice to Global Storage Network must be sent to: Global Storage Network, 755 Skyway Court, Napa, CA 94558.

IF AFTER 60 DAYS THE PARTIES ARE UNABLE TO RESOLVE ANY DISPUTE RAISED UNDER THE PREVIOUS PROVISION, THE PARTIES AGREE THAT THE DISPUTE MUST BE SUBMITTED TO ARBITRATION CONSISTENT WITH THIS DISPUTE RESOLUTION SECTION, EXCEPT THAT YOU MAY ASSERT ELIGIBLE CLAIMS IN SMALL CLAIMS COURT. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

You and GSN each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not parties to these Terms of Use, whether related to these Terms of Use or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by American Arbitration Association (“AAA”) under its rules and procedures in effect, as modified by these Terms of Use (as permitted under such rules and procedures), when the claim is filed, and such arbitration shall occur in Napa County, California. You hereby waive any objection to such arbitration based on jurisdiction or venue.  The rules and procedures and other information, including information on fees, may be obtained from AAA's website (www.adr.org) and a form for initiating arbitration proceedings is available on that same site. In addition to filing such form with AAA in accordance with its rules and procedures, you must send a copy of the completed form to us at the following address to initiate arbitration proceedings: Global Storage Network, 755 Skyway Court, Napa, CA 94558. If the value of the relief sought is $10,000 or less, you or GSN may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and GSN. Attendance at an in-person hearing may be made by telephone by either of us, unless the arbitrator requires otherwise. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Further, each party agrees that any arbitration will be solely between GSN and the user of the GSN Site and/or Services, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the classwide dispute must be brought in court.

Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court in Napa County, California.

Agreement

These Terms of Use, (including the Wine Storage Agreement and/or Privacy Policy) as may be amended from time to time in GSN’s discretion, and Additional Terms (as defined below), govern your access to and use of the Site and Services.

GSN may revise these Terms of Use (and/or the incorporated Wine Storage Agreement and/or Privacy Policy) from time to time and will provide users of the Site with notice of any such changes by posting the new Terms, Agreement, and/or Policy on the Site and providing an updated effective date. By using the Site subsequent to any revision of these Terms of Use (including the Wine Storage Agreement and/or Privacy Policy), you agree to be bound by such changes. If you do not agree to anything in these Terms of Use (including anything in the Wine Storage Agreement and/or the Privacy Policy, you must immediately terminate use of the Site and Services.

GSN may, in some instances, need to provide users with operating rules or additional terms that govern the use of parts of the Site (“Additional Terms”). Unless otherwise expressly set forth as part of any such Additional Terms, any such Additional Terms are made in addition to and part of these general Terms of Use, and are incorporated herein by reference. Users of the Site agree that GSN may provide Additional Terms at any time. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.