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TERMS AND CONDITIONS


  1. PRELIMINARY.

    The following terms and conditions apply to the agreement between FreeRun Technologies, Inc. dba WineCountry.com (“WineCountry.com”) and each advertiser (“Client”) using any of the websites offered by WIneCountry.com (“Websites”). In the event of any inconsistency between these terms and conditions and any other specified terms, these terms and conditions shall prevail.

  2. PAYMENT TERMS.

    Client will pay all fees for services as specified. There will be a $25.00 service fee to re-process a returned check or denied credit card payment. If any payment is not received by the due date Client will be charged a late fee penalty of 2.0% of the overdue amount for each month, or part thereof, that the payment is late (or, if lower, the maximum amount permitted by law). If any payment is more than 15 days overdue, WineCountry.com will be entitled (but not obliged) to remove all links to Client’s site from the Websites until full payment of all outstanding amounts is received or may, at its option, terminate the contract with Client. Re-linking will be at the absolute discretion of WineCountry.com and a re-linking fee will apply. If preferred services are lost, they may or may not be reinstated at the sole discretion of WineCountry.com. If WineCountry.com terminates any contract with cause, prepaid fees will not be refunded.

  3. PRICE INCREASES.

    WineCountry.com reserves the right to increase prices for all contracts (other than pre-paid annual contracts) subject to 60 days prior written notice to Client. Unless terminated by Client by written notice within 30 days of such notice, the new prices will automatically apply. If a marketing partner/return link discount is agreed upon and Client removes the link to WineCountry.com’s URL any such discount may be terminated by WineCountry.com without further notice.

  4. RENEWAL; TERMINATION.

    Neither WineCountry.com nor Client is under any obligation to renew or extend any contract. After the initial one year term, either party can terminate the contract at any time for any reason upon not less than [60] days written notice. In addition, WineCountry.com shall have the right to terminate any contract at any time for cause as specified in these term and conditions. Either party may cancel this Agreement without notice in the event of insolvency or bankruptcy of the other party or in the event of non-payment or any other material breach or non-performance of this Agreement by the other party or in the event of non-payment or any other material. There are NO REFUNDS of any prepaid charges.

  5. WEB-BASED ADVERTISING.

    The following terms and conditions shall apply to all web-based advertising:

    (a) WineCountry.com has no responsibility for the design or maintenance of Client’s web pages or files.

    (b) Client is responsible for reviewing the content, URLs, and design of any posted advertising to ensure that it conforms to agreed specifications. WineCountry.com will make such changes as are necessary to ensure conformity with such specifications. WineCountry.com will be entitled to charge for any changes that Client may wish to make to a previously agreed specification in accordance with its standard rates but reserves the right to decline to make changes to agreed specifications that will not otherwise conform to the configuration of any WineCountry.com website. Client is responsible to keep WineCountry.com informed of any changes or modifications which may affect advertising content and/or linking, including changes of URL(s).

    (c) Client is solely responsible for ensuring that its data is correctly and timely uploaded to any on-line services (e.g. lodging booking engines) that link to the Websites which Client desires such data to be displayed or otherwise be available. This is not WineCountry.com’s responsibility.

    (d) Client represents and warrants that the use, display and distribution of the content of Client’s web pages or the publication of Client’s advertisements (including all images) will not infringe or violate any third party’s copyright or other intellectual property rights, rights of privacy, or other legal rights, or any applicable government regulations or Internet guidelines or protocols. Client represents and warrants that the contents of all advertising materials are true, accurate and not misleading in any respect and that WineCounty.com is authorized to publish the entire contents and subject matter thereof. If WineCountry.com receives any indication that content posted by Client in any way violates or may violate the forgoing representations, WineCountry.com will notify Client accordingly. If Client does not promptly take steps to cure the same, WineCountry.com may take down or suspend any advertising containing such content until such time as it is reasonable satisfied that the offending content has been cured or may, at its option, terminate the contract with Client. Client shall indemnify, defend and hold WineCountry.com and its directors, officers, employees and agents harmless from and against any cost, damages or expenses, including without limitation any attorney’s fees, arising out of or in any way connected with any breach of the foregoing provisions. Notwithstanding the foregoing, WineCountry.com reserves the right to refuse to publish any advertising deemed inappropriate in its absolute discretion and, in such case, will refund all amounts pre-paid with respect to any advertising that is so refused.

  6. MISCELLANEOUS.

    (a) If any legal proceedings are commenced to collect payments due or to enforce or interpret any of the terms of the contract between WIneCountry.com and Client, the prevailing party shall be entitled to recover all costs and expenses incurred, including legal costs and expenses.

    (b) Client represent and warrants that the person entering into the contract with WineCountry.com or with whom WineCountry.com interacts at any time is duly authorized to do so and WineCountry.com is not obligated to make any further or other enquiry as to such person’s authority. Client is solely responsible for advising WineCountry.com of any limits or lack of authority of any of its employees or agents.

    (c) Client hereby confirms that it is not entering into any contract with WineCountry.com in reliance upon any express or implied promise, representation, warranty, undertaking or obligation not otherwise specified herein.

    (d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE REMEDY OF CLIENT IN CONTRACT OR IN TORT FOR ANY CLAIM, LOSS OR DAMAGE IN ANY WAY RELATED TO, OR ARISING OUT OF, THIS AGREEMENT SHALL IN BE LIMITED TO ITS ACTUAL, DIRECT DAMAGES, AND SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO WINECOUNRTY.COM BY CLIENT IN CONNECTION WITH THE SERVICES THE SUBJECT OF ANY SUCH CLAIM. IN NO EVENT SHALL WINECOUNTRY.COM BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR HOWSOEVER CAUSED, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF PROFIT OR FAILURE TO REALIZE EXPECTED SAVINGS ARISING DIRECTLY OR INDIRECTLY FROM BREACH OF THE CONTRACT (INCLUDING FUNDAMENTAL BREACH OR OTHERWISE), NEGLIGENCE, ANY ACT OR OMISSION, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, EVEN IF WINECOUNTRY.COM HAD BEEN ADVISED OF, HAD KNOWLEDGE OF, OR REASONABLY COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

    (e) WineCountry.com will not be liable for, and will not be considered to be in breach of contract or otherwise in default as a result of any causes or conditions which are beyond its reasonable control, including, without limitation, acts of God, acts of war, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, government act, failure of the Internet or loss of power for any period. If such an event occurs, WineCountry.com will use commercially reasonable efforts to minimize the impact of such event.

    (f) The agreement between the parties will be governed by the laws of the State of California, constitutes the complete and exclusive agreement of the parties regarding its subject matter, and supersedes all prior understandings and agreements, whether written or oral. Any waiver or modification of any of the foregoing terms and conditions will be effective only if signed by both parties. The parties submit to the exclusive jurisdiction of the courts located in Napa County, California.

    (g) The agreement between the parties may be assigned by WineCountry.com at any time. Client may only assign this agreement with the prior written consent of WineCountry.com which will not be unreasonable withheld.

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