Terms & Conditions_sommnights.docx

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GENERAL TERMS

These general terms (“Terms”) explain the relationship between you and sommnights®, LLC. (“sommnights™,” “us,” our” or “we”) regarding your purchase of a wine tasting experience as described herein (“Service”).

Eligibility

You represent and warrant that: (i) you, and any participants in the Service, are at least twenty-one (21) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.

Indemnification

Each party shall indemnify and hold harmless the other and its members, directors, officers, shareholders, employees, affiliates and agents from and against any and all loss, liability, costs, damages, and expenses, including reasonable attorneys' fees, which may be incurred by reason of any action, claim, or proceeding arising out of the material breach of representations, warranties, or obligations hereunder.

Warranty

sommnights™ warrants that it will perform its services hereunder with care, skill and diligence, subject to any reasonable requests and/or information disclosed or provided by you, consistent with applicable professional standards and that its performance will comply with all applicable federal, state and local laws and regulations.

THE PROVISIONS OF THE FOREGOING WARRANTY ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). SOMMNIGHTS™ LIABILITY ARISING OUT OF THE SERVICE PROVIDED, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT FOR ANY REASON EXCEED THE ACTUAL PURCHASE PRICE PAID BY PURCHASER FOR THE SERVICE. IN NO EVENT SHALL SOMMNIGHTS™ BE LIABLE TO PURCHASER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR PERSONAL INJURY) ARISING OUT OF THE PROVISION OF THE SERVICE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Intellectual Property.

As between the parties hereto, each party shall at all times retain all right, title, and interest in and to its intellectual property rights. With regard to sommnights™'s trademarks, whether registered or unregistered, whether owned or licensed by sommnights™[the “Trademarks”); Purchaser may use the Trademarks only with sommnights® express written permission. All such uses shall insure to the benefit of sommnights®, and Purchaser understands that it has no rights in or to the Trademarks beyond what is expressly granted. Each party expressly waives any and all claims it may now or hereafter have to the other party’s intellectual properties

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules.

Entire Agreement

These Terms constitute the entire agreement between you and us, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

Electronic Communications

You consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to sommnightswithabby@gmail.com.