Terms & Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS AND DISCLAIMER CAREFULLY BEFORE USING OUR WEBSITE(S) AND/OR OUR MOBILE APPLICATION(S).

These Terms and Conditions (“Terms”), together with the Privacy Policy (the “Privacy Policy”) incorporated herein by reference (collectively with the Terms and Conditions, the “Agreement”) form an agreement between you (“you,” “your” or “User”) and Fine Mexican Spirits LLC dba Club Cierto (“Club Cierto”), the marketing agent operating the ClubCierto.com website. Club Cierto and its affiliates are collectively referred to herein as  “We,” “Us,” and “Our” and the ClubCierto.com website and any related mobile applications are collectively referred to as the “Website.”  The Agreement states the terms and conditions under which you may use the Website and receive Our services, which includes providing the Website to enable shopping for products and for placing product orders (the “Website Services”). Your use of the Website Services and the Website constitutes your agreement to the terms and conditions set forth below. You further confirm that you are at least 21 years of age and that you will provide photo identification upon delivery of alcoholic beverages to verify your age. If you do not agree with all of the terms and conditions and the Agreement, do not use the Website or the Website Services.

 

1. The Marketing and Sale of Alcoholic Beverages

Club Cierto holds no alcoholic beverage licenses and does not sell alcoholic beverages. Club Cierto is a marketing agent for one or more licensed sellers of alcoholic beverages, each a “Seller,” through which all orders for, and purchases of alcoholic beverages are processed. At the time you submit an order for alcoholic beverages on the Website, your credit card will be charged by a third party credit card processing provider, and We will submit your order to a licensed Seller for acceptance. If the Seller accepts your order, the payment processor will transfer and deliver your funds to the Seller. No Seller will accept an order from anyone who is not at least 21 years of age and by using this site you swear and affirm that you are  21 or older. You also agree that any alcohol purchased through the Website from Seller is intended for personal consumption and not for resale.

 

2. Title and Ownership of Products

Title to, and ownership of, all alcoholic beverages passes from Seller to you at the Seller’s licensed premises in the State of California. By arranging for transportation of your products, Seller is providing a service to you, and acting on your behalf. By utilizing this service, you are representing that you are acting in compliance with your applicable state and local laws regarding the purchase, transportation and delivery of alcohol. You represent and warrant that you have obtained any required permission, paid any required fees, and/or are working through properly licensed intermediaries where required.

 

3. Membership Fees and Special Offers

We or Our affiliates may from time to time offer certain benefits, rewards, loyalty programs, subscription services, membership clubs, or other special offers (“Offers”), which may include a fee payable by the Users accepting such Offers. In such cases, any fees paid by you that are not applied to a purchase of alcoholic beverages will be retained by Us or Our affiliates as marketing fees and will not be transferred to Seller. The Terms herein, including but not limited to the requirement that you be 21 years of age or older, and the Warranty Disclaimer, Limitations of Liability, and Indemnification provisions, as well as any additional terms and conditions related to such Offers, apply to all Offers and any transactions related thereto or resulting therefrom.   

 

4. Intellectual Property Rights

Other than content you own, which you may have opted to provide to the Website under this Agreement, We and/or Our licensors own all rights to the intellectual property and material contained on the Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in this Agreement, for purposes of viewing the material contained on the Website. All graphics, logos and service names used on the Website depicting, identifying, or relating to Club Cierto and Cierto Tequila are Our trademarks and may not be used in connection with any product or service except with Our written permission, and may not be used in any manner that is likely to cause confusion among the public, or in any manner that disparages or discredits Us or Cierto Tequila, or our respective products or services. You acknowledge and agree that the content accessible through the Website that is not expressly designated as being provided by a third party is the property of Club Cierto or its content providers, and the party owning such property retains all right, title, and interest in the content.

 

5. Restrictions

You are expressly restricted from all of the following:

• publishing any Website material in any media;
• selling, sublicensing and/or otherwise commercializing any Website material;
• publicly performing and/or showing any Website material;
• using the Website in any way that is, or may be, damaging to the Website;
• using the Website in any way that impacts user access to the Website;
• using the Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Website, or while using the Website;
• using the Website to engage in any advertising or marketing;

Certain areas of the Website are restricted from access by you and We may further restrict access by you to any areas of the Website, at any time, in Our sole and absolute discretion. Any user ID and password you may have for the Website are confidential and you must maintain confidentiality of such information.

 

6. Your Content

In this Agreement, “Your Content” shall mean any audio, video, text, images or other material you choose to display on the Website. With respect to Your Content, by displaying it, you grant Us a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media. Your Content must be your own and must not be infringing on any third party’s rights. We reserve the right to remove any of Your Content from the Website at any time, and for any reason, without notice.

 

7. Severability

If any provision of this Agreement is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

 

8. Variation of Terms

We are permitted to revise this Agreement at any time as We see fit, and by using the Website you are expected to review our Terms and Conditions and Privacy Policy on a regular basis to ensure you understand all terms and conditions governing use of the Website.

 

9. Assignment

We shall be permitted to assign, transfer, and subcontract Our rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

 

10. Third Party Properties

We may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by Us of any such Third Party Properties. You acknowledge that We are providing any references to such Third Party Properties to you solely as a convenience, and you agree that We are not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. We do not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to through the Website, you do so at your own risk.

 

11. Termination

You agree that We may, in our sole discretion and without prior notice, terminate your access to or use of the Website or any part thereof at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Us for which monetary damages would be inadequate. You consent to Our obtaining any injunctive or equitable relief that We deem necessary or appropriate in such circumstances, without the need for a bond or the requirement to prove the likelihood of irreparable damages. These remedies are in addition to any other remedies We may have at law or in equity.

 

12. Entire Agreement

These Terms and the Privacy Policy, including any legal notices and disclaimers contained on the Website, constitute the entire agreement between Us and you in relation to your use of the Website, and supersede all prior agreements and understandings with respect to the same.

 

13. Access and Use Where Prohibited

Access to and use of the Website are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this section.

 

14. Operation of the Platform from the United States of America

By accessing and using the Website, you acknowledge and agree that We control and operate all parts of the Website from our location(s) in the United States of America and that the Website is intended for use by users located in the United States of America. Unless expressly stated to the contrary, We make no representation that the Website is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Website are solely directed to individuals, companies, or other entities located in the United States of America. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Website is void where prohibited. If you access or use the Website from outside the United States of America, you are entirely responsible for compliance with any and all applicable laws. You may not use any portion of the Website in violation of applicable export laws and regulations. If you access the Website from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

 

15. Governing Law & Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of California, and you submit to the exclusive jurisdiction of the state and federal courts located in California for the resolution of any disputes.

 

16. Dispute Resolution

Although We do not anticipate any disputes arising between Us and our users in connection with the Website Services, We intend to resolve any and all disputes that may arise among Us and you in a cost-effective and non-disruptive manner. Pursuant to that objective, you agree to the following dispute resolution procedure for disputes arising between you and Club Cierto. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Us in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. We shall respond as quickly as We are reasonably able and will attempt to resolve the matter. If, within sixty (60) days of the first communication, We and you fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration administered by JAMS or the American Arbitration Association (“AAA”) before a single arbitrator in Los Angeles, California, in accordance with the then-current Commercial Rules of the AAA, provided that We will have the right to petition any court of competent jurisdiction for the entry of injunctive relief and orders for specific performance relating to any alleged violation of Our intellectual property rights. You agree to pursue your claims in your individual capacity and you will not bring or be a party to any class-action lawsuit against Club Cierto.

 

17. Warranty Disclaimer; Limitation of Liability; Indemnification

In processing any alcoholic beverage order(s), neither Us nor any officer, director, employee, member, shareholder, affiliate, representative, or agent of Ours (collectively the “Club Cierto Parties”) shall be liable to the User or any third-party for any claims relating to the use of the Website, the purchase, sale, delivery and/or consumption of alcoholic beverages or any consequences which may result thereof. User shall indemnify and hold harmless the Club Cierto Parties from and against any and all claims, demands, losses, costs and expenses (including the cost of any investigation and reasonable attorneys’ fees), damages, obligations, deficiencies, and liabilities, which arise or result from or are related to your use of the Website or the Website Services, or your improper or illegal: (a) placing of an alcoholic beverage order; (b) purchase of alcoholic beverage(s); (c) receipt of delivery of alcoholic beverage(s); or (d) consumption of alcoholic beverage(s), and/or any consequences which result therefrom. You hereby further indemnify to the fullest extent the Club Cierto Parties from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of this Agreement.

THE WEBSITE SERVICES, THE WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE WITH RESPECT TO THE WEBSITE OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE SERVICES OR THE WEBSITE.

THE CLUB CIERTO PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE WEBSITE. WE DO NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE WEBSITE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, THE CLUB CIERTO PARTIES SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE WEBSITE SERVICES, OR THE CONTENT, EVEN IF THE CLUB CIERTO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE RESERVE THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, THE CLUB CIERTO/FMS PARTIES SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES, THE WEBSITE SERVICES, OR THE CONTENT, EVEN IF THE CLUB CIERTO/FMS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE RESERVE THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER.