Privacy policy

These Terms and Conditions and our Privacy Policy, and any other terms or agreements that may be posted on the Site (as may be amended from time to time) contain the entire agreement between you and us relating to the Site and your use of the Site, and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information shall alter the interpretation of our agreement. You confirm that, in agreeing to accept these Terms and Conditions and Privacy Policy, you have not relied on any representation except insofar as the same has expressly been made a representation in these agreements, and you agree that you shall have no remedy in respect of any representation which has not become a term of these agreements.

NOTICE
‍Except as explicitly stated otherwise, any notice required or permitted by these Terms and Conditions must be in writing. Except as set forth in the Privacy Policy, any written notice to Sipsy, Inc. must be given by: (1) a written letter sent by express carrier (e.g., FedEx or UPS); or (2) by certified mail, postage prepaid, return receipt requested, to Sipsy, Inc., in which case notice will be deemed sufficient three days after the mailing date.

MODIFICATION
‍We may modify these Terms and Conditions at any time, at our sole discretion, without specific notice to you provided, however, that (a) any amendment or modification to the provisions applicable to dispute resolution shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions shall not apply to any charges incurred prior to the applicable amendment or modification (as the Terms and Conditions in effect at the time of the subject dispute or incurred changes shall govern, as applicable). The latest version of these Terms and Conditions will be posted to the Site, and you should review these Terms and Conditions prior to using the Site. Any such changes to these Terms and Conditions will become effective immediately and your continued use of the Site and your Account following such notification will be deemed confirmation of your acceptance of such changes. You will not be eligible for any compensation because you cannot use any part of the Site or because of a failure, suspension or withdrawal of all or part of the Site.

ACCEPTABLE USE POLICY
‍You hereby agree that you are solely responsible for your conduct in connection with your use of the Site and for any and all acts and omissions that occur under your Account or password. In connection with your use of the Site, you further agree not to engage in any of the following prohibited activities: (a) create an Account or make any purchase if you are under twenty-one (21) years of age; (b) interfere with or inhibit the use of the Site by other users; (c) use the Site for commercial purposes for yourself and/or third parties (for example, by selling, or attempting to sell, your purchases to others, etc.); (d) create an Account using a false identity, alter-ego, by impersonating a third party, or creating any other false account; (e) interfere with, disrupt or attempt to gain unauthorized access to other Accounts on the Site or any other computer network; (f) copy, reverse engineer, or attempt to derive the source code of any part of the Site; (g) post any comment or product review on the Site or Social Media Pages that is private, libelous, harassing, abusive, obscene, vulgar, sexually explicit, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or is unrelated to our products or services or is clearly false or misleading; (h) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property of any person; (i) disseminate or transmit viruses, Trojan Horses, or any other malicious code or program; or (j) use the Site in a manner or engage in any other activity that would violate any of the terms and conditions contained in these Terms and Conditions or any applicable laws. Violation of the foregoing restrictions will result in immediate termination of your Account, and may potentially subject you to further liability. We may investigate any reported violation of these Terms and Conditions and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, closing your Account, suspending future shipments under your Membership or Gift purchase, unilaterally removing posted content and/or reporting any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.

LIMITED LICENSE
‍We grant you the limited right to access and make use of the Site as a user. The Site, including, without limitation, all text, graphics, images, logos, software, trademarks, service marks and trade names incorporated in the Site (the “Content”) are owned by or licensed to us. Unless authorized in writing and in advance by us or the applicable rights holder, you may not sell, reproduce, copy, distribute, modify, display, publicly perform or otherwise exploit the Content for any public or commercial purpose. No provisions of these Terms and Conditions shall be construed to convey any property right in or license to the Content unless expressly provided to the contrary.

THIRD-PARTY SERVICERS
‍You may have contact or other interaction with third parties by clicking third-party links on our Site and being directed to third-party webSite (the “Third-Party Servicers”). You acknowledge and agree that you are proceeding at your own risk and any such Third-Party Servicers are not under our control. We shall be in no way responsible or liable for any acts, omissions, breaches, representations or warranties made by any such Third-Party Servicers, or for any losses, injuries, or other damages you incur in connection with your contact or other interaction with them, including the content on, or the privacy practices of, such Third-Party Servicers. If you visit the website of, or submit information to, any Third-Party Servicer, your visit and the information you submit are governed by the privacy statement of that Third-Party Servicer. We encourage you to carefully read the privacy statements of any website you visit.

DISCLAIMER AND LIMITS ON LIABILITY
‍THE SITE AND THE CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY LAW. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL SIPSY, INC. OR ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, CLIENTS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS RELATING TO THE PURCHASE, SALE, DELIVERY AND/OR CONSUMPTION OF THE ALCOHOLIC BEVERAGE OR ANY CONSEQUENCES WHICH MAY RESULT THEREOF.THE PRODUCTS AND SERVICES OFFERED THROUGH THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESS DISCLAIMED TO THE EXTENT PERMITTED BY LAW PROVIDED.TO THE EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, YOUR PLACEMENT OR DELIVERY OF ORDERS OF ALCOHOL, MEMBERSHIPS OR GIFTS, OR YOUR USE OF THE PRODUCTS OR SERVICES OFFERED THROUGH THE SITE EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

ERRORS AND INACCURACIES
‍We strive to provide complete, accurate, up-to-date information on our Site. Unfortunately, despite those efforts, human or technological errors may occur. For example, our Site may contain typographical errors, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted, and to change or update information at any time without prior notice. In addition, you acknowledge that the particular technical specifications and settings of your computer and its display could affect the accuracy of its display of the colors and look of products offered on the Site.

UNLAWFUL ACTIVITY
‍We reserve the right to investigate complaints we may receive in connection with your use of the Site, your Account, or placement of orders of any alcohol. Without limiting the generality of the foregoing, we may report any suspected illegal activity to law enforcement officials and regulatory bodies, and in doing so, may disclose any relevant information to such officials and/or regulators, including, without limitation, your Personal Information, IP address(es), and your Site usage history as provided in our Privacy Policy.

INDEMNIFICATION
‍You agree to indemnify, defend and hold the Company and its employees, officers, members, directors, agents, representatives, affiliates, service partners, clients, Licensed Retailers, licensors, successors and assigns harmless from and against any losses, costs, liabilities, settlements, fines, payments or damages (including reasonable attorneys’ fees and costs) resulting from any claim, suit or proceeding, threatened or otherwise, at law or in equity made or brought against us, and caused by, arising out of, resulting from, or in any way attributable to: (i) your use of the Site; (ii) anything you post to the Site; (iii) your violation of these Terms and Conditions; (iv) your violation of the rights of any third parties; and/or (v) use of the Site or your Account by any other person accessing the Site using your computer or Internet access account.

GOVERNING LAW
‍These Terms and Conditions, the Privacy Policy, and all issues collateral thereto shall be governed and construed in accordance with the laws of the State of California pertaining to contracts made and to be performed entirely therein and without regard to its conflict of laws principles.

DISPUTE RESOLUTION
‍WHEN YOU AGREE TO THESE TERMS AND CONDITIONS, YOU ARE AGREEING TO A DISPUTE RESOLUTION POLICY THAT INCLUDES (1) A REQUIREMENT TO ARBITRATE ANY CLAIM, DISPUTE OR CONTROVERSY, INCLUDING ALL STATUTORY CLAIMS AND ANY STATE OR FEDERAL CLAIMS, THAT MAY ARISE OUT OF OR RELATE TO THESE TERMS AND CONDITIONS, OUR PRIVACY POLICY OR YOUR USE OF THE SITE OR ANY PRODUCT OR SERVICE PROVIDED THROUGH THE SITE; AND (2) A WAIVER OF ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION, TRIAL BY JURY, OR ADMINISTRATIVE PROCEEDING, IN ORDER TO SETTLE YOUR DISPUTE.You and we agree that in the event of any dispute between us, you and we will first try to resolve the dispute by talking with each other. Accordingly, neither you nor we may start a formal proceeding for at least thirty (30) days after one of us notifies the other in writing of a dispute. The parties shall attempt to resolve any controversy or claim arising out of, or relating to, any provision of the agreement or the breach thereof by good faith negotiations between the parties.If you and we are unable to resolve our dispute by talking to each other, you and we each agree that, to the fullest extent permitted by law, any controversy or claim arising out of or relating to our relationship, either the Terms and Conditions or the Privacy Policy (including any dispute as to their breach, termination, enforcement, interpretation or validity), the Site or any product or service provided under or in connection with our relationship that is not resolved will be resolved exclusively by final and binding arbitration before one arbitrator in the county of Los Angeles, California under the rules of the American Arbitration Association then in effect. The prevailing party, as determined by the arbitrator, shall be entitled to collect its reasonable costs, expenses, and interest (including reasonable attorneys’ fees, arbitration fees, and other such costs). EACH PARTY UNDERSTANDS THAT BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH PARTIES GIVE UP THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. You have a right to hire an attorney, at your own cost, to represent you in arbitration. The arbitrator’s decision shall be final and binding and may be enforced by any state or federal court that has jurisdiction; provided, however, that the arbitrator shall not have authority to make errors of law and any arbitration award may be challenged if the arbitrator does so. The arbitrator shall give a written statement of the disposition of each claim and the award, including any award of costs, expenses or interest, shall provide a concise written statement of the essential findings and conclusions upon which it is based. Notwithstanding any provision in these Terms and Conditions to the contrary, we agree that if we make any future material change to this arbitration agreement, it will not apply to any individual claim(s) of which you had already provided notice to us.You and we agree not to join or consolidate claims in arbitration by or against the other. You and we also agree that you and we will not be entitled to bring any claim as a representative member of a class or in a private attorney general capacity against the other, or against our service partners, Licensed Retailers, clients, local fulfillment retailers, licensors, officers, directors, members, agents, employees, representatives, affiliates and predecessors. YOU HEREBY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. You and we retain our respective rights to make any complaint to regulatory agencies or governmental investigators. A court may sever any portion of this provision that it may find to be unenforceable, except for the prohibition on class, representative or private attorney general arbitration.Notwithstanding any of the foregoing, if we are suffering irreparable harm arising out of or related to your use of the Site, we are not precluded from bringing an action or claim with respect thereto before the appropriate federal or state court located in the county of Los Angeles, California, and you consent to personal and subject matter jurisdiction of such court related to any such action or claim.

NOTICE TO CALIFORNIA USERS
‍Residents of California who use the Site is entitled to know there are no charges to the consumer for use of our Site, other than the cost of any products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. Unless otherwise stated, these charges appear for each purchase on the order confirmation pages relating to each purchase and e-mailed to the consumer after purchase. We reserve the right to change our pricing. You may contact us to resolve a complaint regarding any aspect of our service by emailing us at flow@heavensake.com.

ASSIGNMENT
‍These Terms and Conditions are personal to you and your Account. You may not assign these Terms and Conditions without our prior written consent. We may assign any of our rights and delegate any of our duties hereunder at any time, without your consent, at our sole discretion. These Terms and Conditions and the Privacy Policy will inure to the benefit of our successors, assigns and licensors.

FORCE MAJEURE
‍Neither the Company nor any service provider, including but not limited to Licensed Retailers, clients, service partners, local fulfillment retailers, licensors, licensees, officers, directors, members, agents, employees, representatives or affiliates , shall be liable for performance of its obligations under these Terms and Conditions if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation of any state or of the United States, (ii) any act of God, war, civil unrest, or emergency condition, (iii) the unavailability, failure or interruption of the Internet; or (iv) any other circumstances beyond the reasonable control of the Company or its service providers including but not limited to Licensed Retailers, clients, service partners, local fulfillment retailers, licensors, licensees, officers, directors, members, agents, employees, representatives or affiliates.

WAIVER
‍Any waiver or failure to enforce any provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

SEVERABILITY
‍In the event that any provision of these Terms and Conditions is declared void or unenforceable, such provision shall be deemed severed from these Terms and Conditions, and these Terms and Conditions shall otherwise remain in full force and effect unless its purpose cannot be effected absent the severed provision.

ENTIRE AGREEMENT
‍These Terms and Conditions and the Privacy Policy constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior agreements, whether written or oral.