Wine Price Exchange Terms of Use

By using the WINE PRICE EXCHANGE (herein referred to as "WPX") website or any of WPX's services, you (the "Customer") thereby legally bind yourself to the terms and conditions of the WPX User Agreement (the "Agreement") stated below. WPX recommends that each Customer regularly review the User Agreement, as it is subject to change at any time.

Customer must completely read, agree with and accept all of the terms and conditions expressly stated in this User Agreement prior to registering as a WPX customer.

Abusive exercise of a registration

Customer cannot share his access to WPX services with any other potential customers. If WPX has doubts about this particular practice or any similar practices, WPX will immediately cancel the concerned subscription, prohibit any subsequent registration and consider the possibility to sue Customer for the financial losses he may have caused.

Liability

Release: Customer agrees to release WPX from any liability, damage, injury or loss (monetary or otherwise), that Customer incurs as a result of his/her use of WPX's website, services or products, except as expressly described herein. WPX expressly disclaims any liability, damage, injury or loss (monetary or otherwise) that Customer incurs through his/her reliance upon the accuracy and completeness of the information within this website or the information attendant to or included in any of the services provided by WPX.

Accuracy and Completeness: WPX makes no representations or warranties with regard to the accuracy or completeness of the information contained within this website or within any of the services provided by WPX.

Third Party Information: The WPX website contains information from third-party sources, including wine reviews, valuations and commentaries, some of which sources have no formal affiliation with WPX. WPX makes no representations or warranties regarding the accuracy, completeness, fitness for use or intended purpose of any third-party information.

Investment Risk: All investments, along with their attendant risks, should be carefully considered by the investor. WPX expressly disclaims any liability, damage, injury or loss (monetary or otherwise) that you incur through your reliance upon or use of this website, its information and WPX services for investment purposes.

Systems, Hardware and Software: WPX makes no representations or warranties as to the freedom of its information technology systems, hardware and software from viruses, code or other systems-, hardware- or software-related flaws that may harm customer's computer or compromise the quality or security of customer's use of the WPX website or its services. Furthermore, WPX makes no representations or warranties as to the availability of its website and disclaims all liability for any losses attributable to the website's lack of availability or reliability in this regard.

Suitability and Fitness: Customer acknowledges and agrees that Customer has made his or her own inquiries as to the suitability and fitness of WPX for the purposes of providing the services described herein, and that Customer has not relied on any representations made by WPX or its representatives other than those described in this Agreement.

Payment: Payment for each month of membership to WPX services described above shall be due and payable to WPX on the first day of each month for the coming month's membership services. Payment may be made to WPX by customer via credit card, direct debit or personal check. WPX reserves the right to validate and authorize credit, debit and checking accounts of Customer for all estimated charges prior to the actual provision of services.

Unpaid Balances: If Customer shall fail to pay when any service charge is due and payable hereunder, then interest at the rate of 1.5% per month shall accrue on such unpaid charge from and after the date on which such charge shall be due and payable, and such interest, together with a late charge of $25.00, shall be paid by Customer to WPX at the time of payment of the delinquent sum. Payments received by WPX may be applied first to late charges and/or the oldest services charges due, at WPX's sole discretion. If Customer shall deliver a check to WPX which is dishonored for any reason, Customer shall pay WPX an additional charge of $50.00 for WPX's expense in connection therewith, and all future payments hereunder by Customer shall be made by bank or cashier's check or money order. In the event that Customer shall fail to pay when due any charge due and payable hereunder, then WPX may deny the Customer access to all services hereunder, until such indebtedness is fully cured.

Indemnity: Customer hereby indemnifies WPX, its officers, directors, employees, agents and assigns against any claims, damages, costs, fines, penalties, liabilities, attorneys' and other professional fees and disbursements, suffered, incurred by, or asserted against, WPX, its officers, directors, employees, agents and assigns, including any amounts incurred or paid in settlement or any judgment of any action, suit, or proceeding brought under any statute, at common law, or otherwise, which arises under or in connection with the performance by WPX of services pursuant to this Agreement and any amendment or modification thereto, except to the extent that such liability is direct result of WPX's gross negligence or willful misconduct. The obligations of Customer under this paragraph are hereinafter collectively referred to as "Indemnity Obligations." The Indemnity Obligations shall survive, for a period of five (5) years, any termination of WPX's services under this agreement and any amendment or modification thereto. Customer agrees to promptly tender any payments due to WPX, its officers, directors, principals, associates, affiliates, employees, agents, and/or counsel, under or in respect of the Indemnity Obligations, within five (5) business days following written demand by WPX, its officers, directors, employees, agents and assigns.

Wine Transactions Policy

WPX is a private network helping his customers to contact other costumers.

WPX does not permit the sale of alcoholic beverages on its website. WPX allows Customer to post his "Wines for Sale" Postings, but not to sell on its website.

Customer must be of lawful age in his jurisdiction to get a WPX subscription.

WPX recommends taking all appropriate steps to ensure that any person contacted for a sale is of lawful age in his jurisdiction and the sale complies with all applicable laws and shipping regulations.

Limitation of liability:

Customer expressly acknowledges and agrees that WPX shall not be liable for any special, incidental or consequential damages or lost profits (however arising, including negligence) resulting from or in connection with the sale of property between WPX customers.

Representations & Warranties

Customer represents and warrants that:

• The seller of the wine has the right, power and authority to sell the wine.
• The owner of the wine owns a liquor license.
• The recipient (and buyer if different from the recipient) has proven he/she is of lawful age prior to delivery.
• The transaction will comply with all intra-state and inter-state commerce laws, including all laws around shipping and fulfillment.

Indemnification

The seller is solely responsible for compliance with all laws associated with the sale of wine. The seller indemnifies WPX of all responsibility associated with this sale. It is therefore the seller's sole discretion of the completion of the transaction based on its ability to assure that the transaction is in compliance with all laws associated with the sale of alcohol.
For example, in United States, on December 12th, 2005, whereas updated laws, there is a scope of wine shipping opportunities:
Shipping: Due to State and Federal regulations governing the limitations of shipping alcohol, Sellers can presently ship wine directly to buyers or recipients in the following states only: CA, IA, ID, IL, MN, NM, MO, ND, NE, OR, WV, WA.

Due to State and Federal regulations governing the limitations of shipping alcohol, some sellers may be able to ship wine to participating wholesalers and retailers in the following states: AZ, CO, CT, DC, FL, HI, IN, MA, MD, MI, MN, NC, ND, NH, NY, RI, TX, VA, WI.

Dispute resolution: Jurisdiction and proper law

The Company, this web site and the content (excluding linked web sites or content) are physically located within the Province of Quebec.

The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy brought by Customer against WPX arising out of or relating to this Agreement. Customer may initiate negotiations by providing written notice in letter form to WPX, setting forth the subject of the dispute. If such dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to negotiate, remains unsettled following a negotiation, Customer agrees that the matter shall be governed by and construed in accordance with the laws of the Province of Quebec (Canada) and each party hereby submits to the exclusive Quebec jurisdiction for the purposes of resolving any dispute and /or enforcing any claim arising hereunder. The case shall be administered by laws of the Province of Quebec pursuant to its rules and procedures. Furthermore, Customer acknowledges that none of the foregoing shall limit WPX's rights as described in this Agreement.

Notice: Any notice given under this Agreement or pursuant to law must be in writing and will be sufficient if personally delivered or sent by regular, certified or registered mail, return receipt requested, to the address set forth below, or the last address provided by WPX or Customer in a notice. Notice given in any other manner shall be effective only if and when received by the party to be notified. For purposes of Notice, the addresses of WPX shall be: 1751 Richardson #4110, Montreal (Quebec) Canada H3K 1G6 .
It is agreed that the address of the Customer is as set forth during the registration process, and shall be relied upon by WPX as the address of the Customer until notice of change of address is given in writing to WPX and acknowledged in writing.

Miscellaneous: This Agreement represents the entire and integrated Agreement between the parties herein, and supercedes all prior negotiations, representations or Agreements, either written or oral. Any waiver of a right or duty afforded under this Agreement shall not be effective unless such waiver shall be in writing and signed by the party claimed to have given, consented to or suffered the waiver. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Quebec.

In the event that any other court outside the jurisdiction of the Province of Quebec determines that any provision of this Agreement is unlawful or unenforceable, each and all remaining provisions of this Agreement shall remain in full force and effect

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