CellarPass Plus Plan Service Agreement
This USER Service Agreement (the "Agreement") and the policies referred to herein contain the complete terms and conditions that apply to your use of the reservation and ticketing services being offered with respect to guest management technology (the "Services") at web sites and apps owned and operated solely by CellarPass (collectively, the "CellarPass Site"). As used in this Agreement, "CellarPass" refers to CellarPass, Inc., and "USER" or "you" refers to you.
- DESCRIPTION OF SERVICES CellarPass will provide to User the following services (collectively, the “Services”) Use of CellarPass providing User access and full usage of online reservations and User account management based on the selected subscription plan.
- TERM Twelve (12) months. Subscription will automatically renew for the same term length at the end of the current term. At User’s choosing, service may be terminated by written notice received by CellarPass at least ninety (90) days prior to end of term.
- ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties, and there are no other promises, guarantees or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. The Agreement supersedes any prior written, oral or implied agreement between the parties.
- PAYMENT FOR SERVICES In exchange for the Services, User will pay CellarPass according to the Fee Schedule. All monies are in $USD and due upon receipt. All fees will be reconciled on a monthly basis and charged via a single credit card transaction by the 5th of the month. As a courtesy, CellarPass will email a receipt to the email address associated with your Account upon completion of a transaction using the Payment Services. You may save and print copies of these receipts, as CellarPass does not provide a printed copy.
- ACCOUNT LOCK OUT
Access to your account will be automatically locked out if your payment fails and the credit card on file has not been able to be successfully charged after 45 days. Full payment is required to bring your account current before account can be unlocked.
- SERVICE FEES Service fees will be automatically calculated based on the experience or event fee set by User. All reservations processed through the platform are subject to a minimum service fee of $4.00 or 2% of the published experience/event fee whichever is greater. Service fees are passed to the guest and paid upon booking. Service fees are non-refundable. The Plus plan is a service fee supported plan as such all experiences and events must be pre-paid and $0.00 or complimentary experiences/events are not permitted. Fees listed must be the actual fee guests expect to pay you for the experience or event. Intentionally charging a fee significantly lower on CellarPass than the experience actually costs in an effort to avoid the service fees will result in account termination.
- PAYMENT CARD INFORMATION In order to use the Services, you must provide account information for at least one valid credit card through the CellarPass Application. You may manage credit card account information you have provided from time to time directly through the CellarPass Application. To help protect credit card and personal data, CellarPass follows the payment industry-recommended security and privacy guidelines and is committed to maintaining Payment Card Industry Data Security Standards (PCI DSS). A copy of the current certification of compliance is available in the CellarPass Application.
By providing credit card account information through or to the CellarPass Application, you represent, warrant, and covenant that: (1) you are legally authorized to provide such information to us; (2) you are legally authorized to perform payments from credit card account(s); and (3) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account via the CellarPass Application, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the supplied credit card account. Payments not received by the due date, including declined payments are subject to late fees and/or account suspension or termination if account is not brought current within (15) fifteen days.
- DATA PROTECTION & SECURITY POLICY CellarPass is committed to safeguarding your information online. Therefore, CellarPass takes reasonable steps to help protect your information in an effort to prevent loss, misuse, unauthorized access, disclosure, alteration and destruction. CellarPass follows industry security policies and requires User to issue unique credentials for every employee, company representative or authorized third-party agent that is required to utilize the Services. Access to the Services should be limited to only those individuals and systems that require it. Sharing of User login credentials is strictly prohibited. CellarPass recommends that User and any device that connects to the Services has a virus protection system installed and virus definition updates are kept current. CellarPass will notify User immediately if it discovers any security breach with respect to any confidential information or other data, and CellarPass will cooperate with Customer to mitigate the effects of and remedy such security breach.
- CONFIDENTIALITY CellarPass and User, and its employees, agents or representatives will not at any time or in any manner, either directly or indirectly, use, divulge, disclose or communicate in any manner, any information that is proprietary or deemed confidential to CellarPass or User. Both parties agree to protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Upon written request, CellarPass or User will destroy or return to the requesting party all documents provided to the other party during the term of the Agreement. In the event that either party is required by law to
disclose any confidential information, it will give the other party reasonable advance notice to seek confidential treatment or otherwise protect the confidential information.
- SEVERABILITY If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- AMENDMENT This Agreement may be modified in whole or in part in writing, if the writing is signed by both parties obligated under this agreement.
- NOTICE Any notice or communication required or permitted under this Agreement shall be sufficiently given if declared in person or by certified mail, return receipt requested, to the address of the recipient.
- ASSIGNMENT Neither party may assign or transfer this Agreement without prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
- INTELLECTUAL PROPERTY AND GRANT OF RIGHTS TO USER The materials and services provided for and depicted on the CellarPass Site are protected by copyright, trademark, patent and other intellectual property laws. All text, graphics, video, data or other content on the CellarPass Site ("CellarPass Content") is provided to USER by CellarPass for the sole purpose of using the Services. USER shall not copy, display, modify, create derivative works of, publish, or sell the CellarPass Content or any information, software, or services provided by CellarPass hereunder. The CellarPass Content may be modified from time to time by CellarPass in its sole discretion. Except as expressly set forth herein, no license is granted to USER for any other purpose, and any other use of the Services or the CellarPass Content by USER shall constitute a material breach of this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement.
- REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT At CellarPass’ invitation, if any, GUEST may submit reviews, comments, and ratings, send e-mails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties, so long as the content is not illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties or objectionable and does not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of "spam" or references to illegal activity, or malpractice. CellarPass reserves the right (but not the obligation) to remove or edit such content, but may not regularly review submitted content.
- LINKING TO 3RD PARTY TRANSACTIONAL SYSTEMS User agrees to not utilize the CellarPass service to publish any content that may include links to 3rd party transactional systems or otherwise circumvent the CellarPass platform that are designed to facilitate bookings, event registrations or ticket purchases. Any links found will be immediately removed without notice. Continued violation will lead to immediate account termination.
- ARBITRATION Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision with respect to this Agreement, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach of this Agreement shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in San Francisco, California, USA, and may be conducted by telephone and/or online. The arbitrator shall apply the laws of the State of California, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement.
- INDEMNITY Each party ("Indemnifying Party") agrees and shall indemnify, defend and hold harmless the other party ("Indemnified Party"), and its members and managers from and against any and all claims, costs, losses, and damages (including but not limited to reimbursement of reasonable fees and charges of attorneys and other professionals) incurred by the Indemnified Party arising out of, in connection with or relating to this Agreement, but only to the extent caused by the misconduct or any negligent act or omission of the Indemnifying Party. Each party shall comply with all federal, state, and local laws and regulations governing its business and the services provided under this Agreement.
- LIABILITY LIMITATIONS IN NO EVENT SHALL CELLARPASS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE CELLARPASS SITE FOR RESERVATIONS), OR (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUBSCRIBER IN CONNECTION WITH THE SERVICES. IN ADDITION, ALL USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING GUESTS TO THE CELLARPASS SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT. CELLARPASS IS NEITHER AN AGENT OF NOR IS CONNECTED WITH ANY AFFILIATED SUBSCRIBER IN WHICH A GUEST HAS MADE A RESERVATION. ASIDE FROM THE SERVICES PROVIDED ON THE CELLARPASS SITE. CELLARPASS IS NOT LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH A GUEST’S VISIT TO AN AFFILIATED SUBSCRIBER.
- DISCLAIMER OF WARRANTY THE INFORMATION, PROGRAMS, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED ON THE CELLARPASS SITE, INCLUDING, WITHOUT LIMITATION, THE SERVICES AND THE CELLARPASS CONTENT, ARE PROVIDED TO USER ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. CELLARPASS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THE CELLARPASS SITE, THE CELLARPASS CONTENT AND RELATED MATERIALS PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING.
- GOVERNING LAW The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- ATTORNEY FEES In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.
- TRAINING, SETUP & TRAVEL: All configuration, setup and training is done remotely with training sessions conducted online. However, User may request and pay for onsite training, setup, and/or consulting. Travel Expenses are defined as the reasonable expenses incurred by CellarPass while performing this work, including, air and surface transportation, lodging, and meals, and other miscellaneous necessary expenses incurred while conducting authorized User business.
- CONTACTING CELLARPASS For questions about your CellarPass Subscriber account, please contact customer support at 855-423-4448. Technical Support is available online to all Users base on the subscription level for the account. User may submit technical support requests by going to http://www.cellarpass.com/support. Our mailing address is located at CellarPass 50 California Street, Suite 1500 San Francisco, CA 94111.
- Booking Sources
Booking Fees Overview
Backoffice Bookings (B/O) are reservations processed through the Admin Panel or Guest Link Pro.
Widget Bookings (WGT) are reservations processed through your own website via the provided account specific direct booking widget.
Referral Bookings (REF) are reservations processed through CellarPass.com or any other network partner that has been enabled to accept reservations for your property.
Affiliate Bookings (AFF) are reservations processed through the CellarPass marketing partner network.
Concierge Bookings (CON) are reservations processed by hospitality professionals, concierges or other 3rd parties booking reservations on behalf of others.
Incorrect Link or Missing Widget
It is your responsibility to make sure the CellarPass widget is properly installed on your website on a publicly-available web page such as 'Visit Us', 'Contact Us'. Your account specific booking widget code options are available to you through the Admin Panel located under the Content menu section.
24. Account Lock Out
Access to your account will be automatically locked out if your payment fails after 45 days. Full payment is required to bring your account current before account can be unlocked.
25. Notify Us of Infringers
If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this Section.
In order for us to take action, you must do the following in your notice:
(a) Provide your physical or electronic signature;
(b) Identify the copyrighted work that you believe is being infringed;
(c) Identify the item that you think is infringing your work and include sufficient information about where the material is located so that we can find it;
(d) Provide us with a way to contact you, such as your address, telephone number, or email;
(e) Provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used in connection with the Services; and
(f) Provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury) you are authorized to act on behalf of the copyright owner whose work is being infringed.
Here is the contact information for our copyright agent:
Copyright Infringement Notification
50 California Street, Suite 1500
San Francisco, CA 9411
We cannot take action unless you give us all the required information as set forth above.
A VALID CREDIT CARD ON FILE IS REQUIRED TO UTILIZE CELLARPASS. User must provide valid credit card to maintain use of CellarPass services. If you need to update your credit card on file, log into the CellarPass back office and go to Member Configuration in the Settings area.
Last Modified 7/21/2021