CALLDERA TERMS OF USE

Calldera, LLC ("Calldera," "we" or "us") provides personalized wine recommendation subscription based services utilizing its proprietary Calldera application (the “Calldera Application”) and related offering and features (with the Calldera Application, collectively the "Services") through its website and mobile apps (collectively, the "Site"). These Terms of Use are a legal and binding agreement between you and Calldera governing your use of the Site and the Services ("Terms of Use").

PLEASE READ THESE TERMS OF USE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT USE THE SITE OR THE SERVICES.

Contract Between You and Us By checking the box next to the "I Agree" button on the sign-up page, by logging in to your Calldera Subscription account, or by accessing or using the Site, you agree to these Terms of Use on behalf of yourself and any business or organization you represent (collectively, "you" or “your”).

These Terms of Use constitute a contract between you and Calldera. You must read and agree to these terms before using the Calldera Application, the Services, and/or the Site.

Privacy

Please review our Privacy Notice located at (the “Privacy Notice”), which is incorporated herein and also governs your use of the Site, to understand Calldera’s privacy practices regarding the collection, use, and disclosure of your information.

Modifications

We may update, change, modify, or revise these Terms of Use at any time and for any reason. Any changes will become effective upon posting to the Site, along with the date on which it was most recently updated as indicated by the “Last Updated” section at the end of these Terms of Use. Your continued access to and/or use of the Site and the Services after any such modifications constitute your acceptance of the Terms of Use as modified. It is your responsibility to review the Terms of Use regularly for updates.

Minimum Age

The Site and the Services are not available to individuals under the age of 21. If you do not qualify, you are not permitted to use the Site or the Services.

Use of the Site and the Calldera Application

The Site, the Calldera Application and all content, information, data, and other materials featured, displayed, contained, and available thereon (collectively, the "Content") are owned by or licensed to Calldera and are protected by copyright, trademark, trade dress, patent, and/or other intellectual property rights and unfair competition laws under the United States and foreign laws. Subject to your compliance with these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited right to access, use, display, and download the Site, the Calldera Application (upon your registration for a Subscription), and the Content for personal, noncommercial purposes only. You may not, in any way, otherwise copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, sell, or exploit, in whole or in part, the Site, the Calldera Application, or the Content.

You agree not to remove, obscure, or alter any proprietary right notices which may be affixed to or contained within the Site, the Calldera Application, or the Content.

The Calldera Application may automatically download and install updates from time to time. You agree to receive such updates as part of your Subscription. You acknowledge that in some instances updates may reduce or remove functionality in prior versions of the Calldera Application, or may impose new fees for use of the Services. Calldera will inform you when new fees apply.

Calldera is solely responsible for providing maintenance and support services for the Calldera Application, which, if any, may be provided from time to time at Calldera’s sole discretion.

Mobile Devices

We may make the Calldera Application and Services available via a mobile device (“Mobile App”). To use the Mobile App you must have a compatible mobile device; Calldera does not warrant that the Mobile App will be compatible with your mobile device.

If you access the Mobile App using an Apple iOS or Android powered device, Apple Inc. or Google, Inc., and their subsidiaries, respectively, shall be a third-party beneficiary to this contract and you agree that these third-party beneficiaries have the right to enforce these Terms of Use against you. However, these third-party beneficiaries are not a party to this contract and are not responsible for the provision or support of the Mobile App. You agree that your access to the Mobile App also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service.

Subscription

From time to time, we may offer different Subscription terms, features, and discounts, and the fees for such may vary. We reserve the right to accept or refuse subscribers in our discretion. If you choose to subscribe to use the Services, you represent and warrant to Calldera that: (1) you are 21 years of age or older; (2) you will provide us with accurate, current, and complete registration and contact information, and will timely update such information if it changes; and (3) your subscription to and your use of the Services are not prohibited by law. In registering for a Subscription account, you will create a User ID and password. You are responsible for (1) keeping your User ID and password confidential and secure, (2) preventing unauthorized use of your Subscription account, and (3) all actions taken using your Subscription account. Calldera recommends that you do not select an obvious password and that you change your password regularly. You agree that you will notify Calldera immediately if you believe that a third party has obtained your User ID and password, or if you believe that any unauthorized access or use may occur or has occurred. For your protection, if Calldera believes that any unauthorized access may occur or has occurred, Calldera may terminate your access or Subscription without prior notice to you. You also agree that Calldera is permitted to act upon any instructions received using your User ID and Password and to consider such instructions as authorized by you. We reserve the right to suspend or terminate your Subscription in the event that you breach any of the Terms of Use. You may not use anyone else’s Subscription at any time. You may not in any way transfer or assign your Subscription.

Calldera shall not be liable for any loss or damage arising from your failure to comply with these obligations.

Subscription Fees and Renewal

Once you have completed any applicable free trial subscription, your continued Subscription will be subject to the fees and payment terms set forth in the Subscription Plans, plus any applicable taxes (the “Subscription Fees”). The Subscription Fees are subject to change at any time in our sole discretion, and if you do not agree to any such changes, you should contact us to cancel your Subscription. We will use good faith efforts to notify you prior to the effectiveness of any significant change to the Subscription Fees, but you are responsible for reviewing the Subscription Fees from time to time and remaining aware of the fees charged by us and any applicable discounts. Only credit cards are eligible for payment of your Subscription Fees. If we are for any reason unable to effect automatic payment by credit card, we will attempt to notify you by email and your Subscription will be disabled until payment is received.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE ARE NO REFUNDS FOR ANY FEES PAID FOR A SUBSCRIPTION. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SUBSCRIPTION, AND CALLDERA IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT THEREOF.

Notwithstanding anything set forth herein to the contrary, any disputes about any charges you incur must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.

Postings and Submissions

You may post reviews, comments, recommendations, photos, and other content through features such as I Drank It; send communications through features such as Friend Recommendations; and submit suggestions, ideas, comments, questions, or other information to Calldera (“User Content”). You are fully responsible for all User Content, which must comply with these Terms of Use.

If you do post or submit any User Content, you grant Calldera an unrestricted, worldwide, nonexclusive, royalty-free, perpetual, irrevocable, and transferable (fully assignable and sublicensable) right and license to use, copy, reproduce, display, publish, publically perform, distribute, edit, modify, adapt, translate, reformat, and create derivative works from your User Content, in whole or in part, for any purposes whatsoever, in any media now known or hereafter developed, without compensation to you or anyone else. You grant Calldera the right to use the name that you submit in connection with your User Content. You also permit any user to access, display, view, store, and reproduce your User Content for personal use. You represent and warrant that (1) you own or otherwise control all of the rights to your User Content (i.e., you do not post content that is the property of another); (2) the content is accurate; (3) your User Content does not violate these Terms of Use and will not cause injury to any person or entity; and (4) you will indemnify Calldera for all claims resulting from your User Content.

Calldera has the right but not the obligation to monitor, edit, or remove any User Content, but Calldera does not regularly review any User Content. Calldera takes no responsibility and assumes no liability for any User Content.

Any information you post may be accessible to anyone and any personal or other information you include in your posting may be read, collected and used by others. Thus, you should not post any personal information that you wish to keep private.

User Conduct

You agree to use the Site, the Services, and the Content and submit User Content in accordance with these Terms of Use and all applicable laws and regulations. Specifically, you agree not to:

modify, adapt, translate, or reverse engineer any portion of the Site, the Services, or the Content;
use the Site, the Services, or the Content for any unlawful, fraudulent, or malicious purposes or other purposes that may give rise to criminal or civil liability, or to solicit any such activity;
attempt to gain unauthorized access to any accounts, features, systems, or networks through hacking, password mining, or any other means;
use the Site or the Services in any way that could disrupt, damage, disable, overburden, or impair it or its systems, servers, or networks;
frame or mirror any portion or feature of the Site or the Services;
use the Site, the Services, or the Content for advertisements, chain letters, spamming, junk mail, solicitations, or any other commercial purposes;
interfere or disrupt the Site, the Services, the Content, or servers or networks connected thereto, including by transmitting any worms, viruses, Trojan horses, time bombs, cancel-bots, spyware, malware, or any other code of a destructive or disruptive nature;
use any device, code, or routine to interfere or attempt to interfere with the proper working of the Site, the Services, the display of the Content, or with any other person’s use thereof;
circumvent or attempt to circumvent any security or authentication measures implemented by or on behalf of Calldera;
forge headers or otherwise manipulate identifiers;
post, transmit, submit, or include any false, misleading, unlawful, harmful, threatening, abusive, harassing, defamatory, invasive of another’s privacy, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable content;
impersonate any person or entity without their consent, including, but not limited to, a Calldera employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; and/or
violate, infringe, or misappropriate the intellectual property, publicity, privacy, or other proprietary rights of Calldera or any other person or entity.

Calldera reserves the right, without notice, to prohibit access, use, conduct, communications, or postings that we, in our sole discretion, deem to be harmful to the Site, the Services, the Content, users, Calldera, our brand, or any other person or entity, or that violates these Terms of Use and/or applicable law. Calldera reserves the right to investigate and take appropriate legal action against anyone who, in Calldera’s sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Site and blocking access to the Site and the Services for such violators.

Ownership of Intellectual Property

Calldera™ and the other trademarks, trade names, graphics, logos, and trade dress included in or made available through the Site and the Services are owned by or licensed to Calldera and protected by U.S. and international trademark laws (collectively, the “Marks”). The Calldera Application and other technology and know-how constituting the Site and the Services, and the data contained therein (collectively, “Site Technology”) are protected under U.S. and foreign patent, copyright and other applicable laws and treaty provisions. You agree not to, directly or indirectly, (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Site Technology, or (ii) modify, translate, or create derivative works based on the Site Technology.

You agree that Calldera owns and retains all right, title and interest (including all intellectual property rights) in and to the Site, the Content, the Marks, and the Site Technology (collectively, the “Calldera Intellectual Property”), and that no interest therein is transferred to you except for a limited, personal right to use such solely in connection with the Site and the Services. Except as expressly set forth herein, nothing herein shall be construed to confer any grant or license of any Calldera Intellectual Property Rights, whether by estoppel, by implication, or otherwise. You are strictly prohibited from using any Calldera Intellectual Property except as expressly provided in these Terms of Use. You are also advised that Calldera will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

Warranty Disclaimer/Limitation of Remedies

Your use of the Site and the Services is at your risk. If you are dissatisfied with the Site or the Services in any way, your sole and exclusive remedy is to discontinue accessing and using the same.

THE SITE, SERVICES, CONTENT, AND SITE TECHNOLOGY ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND CALLDERA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CALLDERA DOES NOT GUARANTEE THAT THE SITE, SERVICES, CONTENT, OR SITE TECHNOLOGY WILL MEET YOUR REQUIREMENTS, OR WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. CALLDERA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTY SERVICE PROVIDERS, BUSINESS PARTNERS, SPONSORS, SUPPLIERS, LICENSORS, LICENSEES, OR THE LIKE (“PROVIDERS”) IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE, SERVICES, CONTENT, OR SITE TECHNOLOGY.

Limitation of Liability

IN NO EVENT SHALL CALLDERA, ITS PROVIDERS OR ANY OF ITS OR THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MONETARY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE CONTENT, THE SITE TECHNOLOGY, OR THESE TERMS OF USE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) AND EVEN IF CALLDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CALLDERA’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING HEREUNDER EXCEED THE AMOUNT YOU PAID FOR THE SUBSCRIPTION SERVICES DURING THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM. BECAUSE SOME STATES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

You agree that Calldera has set its prices for the Services in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between you and Calldera (including the risk that a contract remedy may fail of its essential purpose), and that they form an essential basis of the bargain between you and Calldera for the Services.

Indemnification

You agree to defend, indemnify, and hold harmless Calldera, its Providers, and its and their shareholders, directors, officers, employees, agents, and affiliates from and against any and all claims, causes of action, damages, losses, liabilities, penalties, and expenses (including, without limitation, attorneys’ fees and costs) arising from (1) any actual or alleged breach of these Terms of Use by you, or (2) your use of the Site, the Services, or the Content; (3) your User Content; or (4) any claims by third parties (including other users and any licensor of Calldera) that your activities infringe upon, violate, or misappropriate any of their intellectual property or proprietary rights.

You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the Site, the Services, or the Content for unlawful purposes, in an unlawful manner, or in a manner inconsistent with these Terms of Use, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site, the Services, or the Content, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.

Copyright Infringement Notification

Calldera’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Please visit http://www.copyright.gov/onlinesp/ for details. If you believe in good faith that any Content infringes your copyright, you (or your agent) should send us a DMCA notice that contains the following: (1) your name, address, telephone number, email address; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the Content that you claim is infringing is located (for example, the URL), including clear screenshots of such Content (this is for identification purposes only, not to “prove” your claims); (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (5) 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; and (6) an electronic or physical signature of the copyright owner or of the person authorized to act on his or her behalf These requirements must be followed to give us legally sufficient notice of infringement.

Notices and counter-notices should be sent to:

Calldera, LLC
Attention: DMCA Designated Agent
P. O. Box 8307
Atlanta, GA 31106
Email: support@calldera.net

We suggest that you consult your legal advisor before filing a notice or counter-notice. Please be aware that there may be penalties for false claims under the DMCA.

Electronic Communications

When you visit the Site, register for a Subscription, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

Linked Sites

The Site may contain links to other third-party websites and social media platforms, such as Facebook, Twitter, or Foursquare (collectively, “Linked Sites”). Linked Sites are provided only for your convenience. If you decide to visit any Linked Site, you do so at your own risk. Calldera has no responsibility or liability for any Linked Sites, or the content, policies, or actions thereof. If you choose to purchase any product or service from a Linked Site, your relationship is with that third party. You agree that we are not responsible for the quality of third-party products or services, or fulfilling any of the terms of your agreement with the seller, including, but not limited to, the delivery of products and services and warranty obligations related to products and services. Links do not imply that we sponsor, endorse, are affiliated with or associated with, or are legally authorized to use any trademark, trade name, service mark, design, logo, symbol, or other copyrighted materials displayed on or accessible through such Linked Site.

Modification/Termination

Calldera may at any time, for any reason, and without notice or liability: (1) modify, suspend, or terminate operation of or access to the Site, your Subscription, the Services, or any part thereof; (2) change, revise, or modify the Site, your Subscription, the Services, the Content, or any portion thereof; (3) interrupt the operation of the Site, the Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or for any other purposes; (4) impose limits on certain features and services, or restrict your access to parts of or the entire Site, your Subscription, or the Services; and/or (5) terminate the authorization, rights, and licenses granted herein.

Calldera shall have no liability to you or any third party because of such modification or termination, except that we will refund a pro rata portion of any prepaid amounts if we terminate your Subscription without cause. Calldera will not give any refund for termination related to conduct that we determine, in our discretion, violates these Terms of Use or any applicable law. Calldera’s failure to insist upon or enforce your strict compliance with these Terms of Use will not constitute a waiver of any of our rights.

Upon termination of your Subscription by you or us, any rights or licenses granted to you hereunder shall immediately and automatically terminate, except that all sections of these Terms of Use that by their nature should survive termination will survive such termination, including, without limitation the Ownership of Intellectual Property, Warranty Disclaimer/Limitation of Remedies, Limitation of Liability, Indemnification, Governing Law/ Jurisdiction/Claim Limitation, and General Provisions sections.

International Use/Compliance With Laws

The Site and the Services are controlled, operated, and administered by us and our Providers from offices within the United States of America. We make no representation that the Site or the Services are appropriate or available for use at other locations outside of the United States. Those who access the Site and the Services from locations outside the U.S. do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. You may not use the Site or the Services or export the Calldera Application or transmit any technical data in violation of U.S. export laws and regulations. We do not offer the Site or the Services where prohibited by law.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government “watch list” of prohibited or restricted parties.

Governing Law/Jurisdiction/Claim Limitation

This Terms of Use shall be governed in all respects by the laws of the State of Georgia, USA, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. You and Calldera agree to submit to the exclusive jurisdiction and venue of the courts located in Fulton County, Georgia. Notwithstanding this provision, you agree that Calldera shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction. Any cause of action brought against Calldera must be commenced within one (1) year after the claim or cause of action arose.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

General Provisions

You may not assign or transfer any of your rights hereunder. Calldera may freely assign its rights and obligations, in whole or in part, to any third party. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever. If, for any reason, a court of competent jurisdiction finally determines any provision of these Terms of Use, our Privacy Policy, or any portion thereof to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to give the intended effect thereof, and the remainder of these Terms of Use and Privacy Policy shall continue in full force and effect. Calldera’s failure to act with respect to a breach by you or others does not waive Calldera’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Calldera hereof shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Calldera. Nothing contained herein shall be construed to limit Calldera’s rights and remedies available at law or in equity. You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice, and will cause irreparable and unquantifiable harm to Calldera, such that monetary damages would be inadequate for such harm, and thus you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These Terms of Use, together with our Privacy Policy and any other applicable terms included within the Site, as each is currently posted on the Site, constitute the entire agreement between Calldera and you with respect to your use of the Site, the Services, and the Content and supersede all previous written or oral agreements relating to the subject matter hereof.

Notices

All questions and notices relating to the Site, the Services, your Subscription, and these Terms of Use should be sent as follows:

Calldera, LLC
P. O. Box 8307
Atlanta, GA 31106
Email: support@calldera.net

Last Updated

Terms of Use last updated on August 8, 2014