Vine Reserve Club, Inc. Digital Asset Terms of Use

1. Introduction

These Terms of Use (“Terms”) apply to this website (the “Site”), all its links, tabs, and other content (collectively, “Site Content”), and all privileges, benefits, obligations and limitations related to any Membership in Vine Reserve Club (the “Club”). The Club is owned and managed by Vine Reserve Club, Inc. (“VRC,” “we,” “our,” “us”). These Terms are incorporated by reference in the Membership Contract any Member has signed and/or any Reservation Application Form any prospective Member has completed.

Please read these Terms carefully, as they set out your rights and responsibilities associated with Membership in the Club. By accessing the Site, signing a Membership Contract, or completing a Reservation Application Form, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. You must be at least 21 years of age to agree to these Terms. If you do not agree to these Terms, you must not access or use the Site, sign a Membership Contract, or complete a Reservation Application Form.

2. The Site

These Terms expressly incorporate all documents or text on site (such as our Privacy Policy and Frequently Asked Questions (“FAQs”)) and govern access to and use of the Site, as well as all content, functionality, and services offered on or through the Site, including any future changes to the Site. In case of conflict between these Terms any other documents or text on the Site, these Terms shall control.

Unless otherwise indicated in writing by us, the Site and all Site Content, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of VRC or our affiliates, licensors, or users, as applicable. The VRC logo and any VRC product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of VRC or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of VRC and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

3. Memberships

The Club Is not currently offering sale of Memberships directly through the Site, but is accepting reservations to purchase Memberships through the Reservation Application Form. The Club reserves the future right to offer sale (or resale) of Memberships directly through the Site, and to change the pricing by which Memberships are offered, including different pricing for a lump sum payment compared to payments under any number of installments. There are currently two categories of Membership offered, Especiale Membership and Founder Membership. A summary comparison of the differences in the attributes is included in the link Which Membership is Right for Me?.

All Memberships must be purchased and held in the names of individuals. There are no “Corporate Memberships.” A Membership can be held in the names of a legally married couple, subject to the terms of the Membership Contract.

The attributes of Membership consist of two main categories: (1) a Member’s rights of use of in the Club’s tangible assets (collectively “Use Rights” of “Club Property”), and (2) intangible ownership rights associated with a Membership (collectively “Digital Assets”). Members have no ownership interest in Club Property or in VRC.

Use Rights include the rights, and any Rules, Restrictions, and Limitations on Use Rights, of a Member to make reservations to visit and for Members and certain approved guests to enjoy privileges associated with Club Property, including wine tastings, musical performances, overnight stays in private suites, and educational or meditative retreats (generically “Events”). The Club Property upon which the facilities and improvements are located is subject to shared use rights in and coordination and non-interference with an active agricultural and horticultural farm and vineyard operation under separate ownership (the “Vineyard Owner”) and over which VRC holds long term lease rights granted by the Vineyard Owner.

Digital Assets include ownership rights associated with purchase, sale, and resale of Memberships, including the Club’s option, should VRC consider it advantageous, to convert any or all categories of Memberships into non-fungible tokens (NFT) with or without storage and accessibility through blockchain vaults or connection to crypto-currency wallets of a Member. Resale of Memberships are subject to the consent of VRC In granting or denying consent to resale of a Membership, VRC has the right to consider the purchase price VRC is then charging for the same or other categories of Memberships compared to the resale price a Member has negotiated with a prospective buyer, the quantity of unsold Memberships VRC is then offering, and any waiting list of other Members who have requested consent to sell their Membership. All resale payments and Membership transfer paperwork shall be processed through VRC. VRC shall be entitled to a 10% royalty of the total resale purchase price.

No Membership rights are granted regrading display of or use of images, trademarks and brands associated with the Club, VRC, or the Site.

6. Risks and Disclaimers.

VRC Digital Assets are digital creations, and their value may fluctuate due to various factors. These assets are not legal tender and may have no intrinsic value outside the platform. Transactions in VRC Digital Assets are logged within the Site’s system and VRC’s records, and we are not responsible for any losses or unauthorized access related to your use of the platform. The Digital Assets exist only within our system unless they are migrated to a blockchain in the future.

7. Limitation of Liability.

To the fullest extent permitted by law, the liability of VRC, the Vineyard Owner, and their respective affiliates for any damages arising from the use of the Site, the Club Property, or the Digital Assets is limited to $5,000. Such limitations of liability extend to consequential damages and punitive damages. Certain aspects of this limitation of liability may be unenforceable with respect to intentional or willful conduct, or gross negligence, in which case, the limitation of liability is intended to be as broad as is legally enforceable.

To confirm acknowledgement of these limitations of liability, Members and their guests may be required to sign a separate waiver and disclaimer of liability upon or as a condition of entry to the Club Property as part of exercising Use Rights.

8. Indemnification.

You agree to indemnify VRC, the Vineyard Owner, and their respective affiliates against any claims arising from your use of the Site or the Club Property, including any violations of these Terms. Your Use Rights may be terminated or restricted separately from your ownership of Digital Assets if you or guests under your invitation commit vandalism, property damage or other egregious conduct.

9. Taxes.

You are solely responsible for determining what, if any, taxes apply to your transactions related to VRC Digital Assets and for reporting and remitting the correct amounts to the appropriate taxing authorities.

10. Privacy.

By using the Site, you agree to our collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms.

11. Governing Law.

These Terms are governed by the laws of the State of California. All claims and disputes must be resolved in accordance with California law, as if these Terms are a contract wholly entered into and wholly performed within the State of California.

12. Arbitration and Dispute Resolution.

Please carefully read the arbitration clause and class action waiver, which requires you to resolve disputes through individual arbitration. You hereby waive your right to a trial by a judge or a jury, to participate in a class action, or to have the resolution of any dispute combined with the resolution of any dispute by any other Member or other person.

All disputes between you and VRC (together with VRC’s affiliates and any other party to the dispute, the “Parties”) that cannot be resolved amicably and internally shall be resolved through final binding arbitration. Binding arbitration shall be conducted by Judicial Arbitration and Mediation Services, Inc. (the “Arbitration Forum”), sitting in San Diego County, California, for resolution by a single arbitrator acceptable to both Parties. If the Parties do not reach agreement on an arbitrator within ten (10) days after a written request for arbitration sent by one Party to the other Party, then the Arbitration Forum shall select the arbitrator. All aspects of the dispute resolution shall be in accordance with the Streamlined Arbitration Rules of the Arbitration Forum then in effect. The award of the Arbitration Forum shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.

The terms of this Arbitration and Dispute Resolution shall survive any termination of your Membership or other relationship with VRC.

13. Severability.

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other terms, clauses, or provisions of these Terms.

14. Entire Agreement.

These Terms, together with our Privacy Policy and other documents incorporated by reference, form the entire agreement between you and VRC regarding the Site, the Digital Assets, and the Use Rights in the Club Property.