Diderot

User Agreement

By using this Website or any of the services, information or materials made available on or through the Website (the “Services”), you agree to comply with the terms and conditions of this User Agreement (the “User Agreement”). If you do not agree to the terms and conditions of the User Agreement do not use the Website. As used herein “we”, “our” and “us” refers to Diderot, Inc. and its affiliates.

1. Wine Reservations. The Services allow Diderot registered members to make wine reservations at certain participating restaurants (each a “Restaurant”). You agree to comply with our wine reservation procedures as revised from time to time. We request that if a reservation needs to be cancelled you cancel the reservation by 4:30pm or earlier on the day of the reservation. Failure to purchase a wine you have reserved can be very disruptive to the Restaurant and us. Your Diderot membership may be terminated for failure to timely cancel reservations. The Restaurant is the seller of the wine; we do not sell wine.

2. Restrictions on Use. The Services are made available to you for your personal use only. All text, images, marks, logos, compilations, wine information (including without limitation wine names, descriptions, vintages, types, regions, tasting notes and styles), data and other content made available through the Website, email or otherwise by us (the “Content”) are proprietary to us and our licensors, and may only be used by you in connection with the Services. You shall not copy, display, modify, create derivative works of, reverse engineer, disassemble, decompile, attempt to discover source code of, transfer, sell, or distribute the Services including the Content and any software or data provided or used by us in connection with the Services and the Website. We reserve all rights not expressly granted to you herein, and no other rights and licenses are granted or will be deemed to be granted.

You shall not use or permit the Services to be used

  1. (i) in violation of any applicable laws or regulations,
  2. (ii) to violate the rights of others (including without limitation intellectual property or privacy rights), or
  3. (iii) in an abusive or inappropriate way, including without limitation in a way that is defamatory, libelous or obscene.

We reserve the right to suspend or terminate access to the Services (or a portion thereof) without notice if you breach your obligations under the preceding sentence, or for any other reason or no reason whatsoever. You agree, swear and affirm that you are over the age of 21 and that wine reservations you make are for people over the age of 21. You shall not use an automated software program, spider, web-crawler, computer “robot” or other program to access the Website, Services or Content without our express written consent. In addition and without limitation, you agree to comply with the Robots Exclusion Standard.

3. Submissions. The Services may allow you to submit comments, ideas, suggestions, materials and other information regarding wine information and more generally the Website, Content and Services (“Submissions”). Submissions shall be, and will remain, our sole property. Your provision of any Submissions shall constitute an assignment to us of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Submissions. We will be entitled to use, reproduce, disclose, publish and distribute any Submissions for any purpose whatsoever, without restriction and without compensating you in any way.

4. Links to Third Party Websites; Wine Information and Ratings. The Website may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents or use of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by us. The Website may also contain wine information and ratings from different publications for your convenience. We are not affiliated, connected or associated with these publications or their publishers, nor have they sponsored our goods or services.

5. Emails. You may receive emails from us relating to wines, and other promotional and marketing emails. If you do not want to receive such emails from us, please update your user preferences in your membership profile. You will continue to receive emails relating to wine reservations and other Services for which you have subscribed.

6. Changes to Services and User Agreement. We may modify or terminate Services from time to time for any reason without notice and without any liability to you. We may modify the User Agreement from time to time without notice. Please review the User Agreement periodically for changes. In addition, when using any particular Service, you may be subject to additional guidelines or terms and conditions applicable to such Service that may be posted by us from time to time, which are hereby incorporated into the User Agreement.

7. WARRANTY DISCLAIMERS. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE WITH RESPECT TO THE SERVICES, WEBSITE AND CONTENT. THE SERVICES, WEBSITE AND CONTENT ARE PROVIDED “AS IS”, AND WE AND OUR LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING:

  1. (I) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE;
  2. (II) THAT THE SERVICES, WEBSITE AND CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR,
  3. (III) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES, WEBSITE OR CONTENT, AND
  4. (IV) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES, WEBSITE OR CONTENT.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER FROM US OR OUR LICENSORS ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO

  1. (I) THE SERVICES, WEBSITE OR CONTENT,
  2. (II) THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, WEBSITE OR CONTENT, OR
  3. (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES, WEBSITE OR CONTENT, EVEN IF WE OR OUR LICENSORS HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. YOU USE THE SERVICES, WEBSITE AND CONTENT AT YOUR OWN RISK, AND NEITHER WE NOR OUR LICENSORS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION. IN ADDITION, YOU AGREE THAT THIRD PARTIES DIRECTING YOU TO THIS WEBSITE BY LINK OR OTHERWISE SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE SERVICES, WEBSITE AND CONTENT AS A RESULT OF SUCH ACTION.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. Digital Millennium Copyright Act Compliance; Notice of Claimed Copyright Infringement. Diderot respects the rights of copyright holders and asks users of the Website to do the same. It is Diderot's policy, in appropriate circumstances and in its discretion, to disable and/or terminate Website accounts, memberships and/or access of users that may infringe or repeatedly infringe the copyrights of others. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. ยง512, as amended). If you believe in good faith that copyrighted work has been copied, adapted, reproduced or exhibited on this Website in a manner that constitutes copyright infringement, you may submit written notification of the claimed infringing activity to our Designated Agent, William J. Ryan, at: P.O. Box 220341, Charlotte, NC 28222; facsimile (800-975-6370); email (bill.ryan@diderot.com); telephone (800-975-6370). To be effective, the notification must include the following information:

  1. (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
  5. (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. In appropriate circumstances, we, at our sole discretion, may disable and/or terminate Website accounts, memberships and/or access of users where infringing activity is apparent, regardless of whether the material or activity is ultimately determined to be infringing.

10. Privacy Policy. We are concerned about privacy and operate the Website under the Privacy Policy published here. We urge you to read this Policy now and review it periodically in the future because the Policy may be updated from time to time.

11. Parental Control Protections. Diderot hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that may be harmful to minors. Among the many companies that provide Internet blocking and screening software are CyberPatrol, NetNanny, Safe Eyes, and Cybersitter. Other companies may be identified by searching “parental control protections” using Google.com or another web searching website. Diderot does not sponsor or endorse any of the companies identified by the prior two sentences or their services.

12. Miscellaneous.

  1. (a) The User Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. Any litigation arising from or relating to the User Agreement will be filed and prosecuted before a court of competent subject matter jurisdiction in Boston, Massachusetts, the parties consent to the jurisdiction of such courts over them, and stipulate to the convenience, efficiency and fairness of proceeding in such courts.
  2. (b) The User Agreement and the rights and obligations hereunder may not be transferred, assigned or delegated in any way by you, but may be transferred, assigned or delegated by us.
  3. (c) The User Agreement, along with the Privacy Policy, constitutes the entire agreement between the parties concerning the subject matter hereof.
  4. (d) If any provision of the User Agreement should be held illegal or unenforceable by a court, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from the User Agreement if no such modification is possible, and other provisions of the User Agreement shall remain in full force and effect.
  5. (e) We may provide any notices hereunder via email to you.
  6. (f) No delay or omission by us in exercising any right under the User Agreement will operate as a waiver of that or any other right.

©2010

by MODE