Terms of Use for Sedona Taphouse, NAPA Kitchen and Wine, DJB Hospitality, and DJB Franchising

  1. User’s Acknowledgment and Acceptance of Terms

Sedona Taphouse, LLC (“Sedona Taphouse”) NKW1, LLC (“NAPA Kitchen and Wine”), DJB Hospitality, LLC (“DJB Hospitality”), and DJB Franchising, LLC (“DJB Franchising”) (collectively referred to as “Us”, “We” or the “Companies”) provides the Companies’ websites, Mobile Application (as defined in Section 6), and various related products and services (collectively, the “Applications”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us and you. In addition, when using particular services or materials on our Applications, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING OUR APPLICATIONS, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE DO NOT USE AND/OR DOWNLOAD THE APPLICATIONS. YOUR REMEDY FOR DISSATISFACTION WITH OUR SERVICES, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH OUR APPLICATIONS, IS TO STOP USING THE APPLICATIONS AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF OUR APPLICATIONS.

These Terms of Use are effective as of 4/12/2023. We expressly reserve the right to change these Terms of Use from time to time without notice to you. All changes are effective immediately when we post them and apply to all access to and use of the Applications thereafter. You acknowledge and agree that it is your responsibility to review the Applications and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of the Applications after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, members, licensors, licensees, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Applications and/or their contents.

  1. Description of Services

We make various services available on the Applications including, but not limited to, information about the Companies’ locations, promotions, news, events, service items, and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a smartphone, computer, modem, and Internet access (including payment of all fees associated with such access).

We reserve the sole right to either modify or discontinue the Applications, including any of the Applications’ features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on the Applications shall also be subject to these Terms of Use.

  1. Registration Data and Privacy

In order to access some of the services on the Applications, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”), and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Applications, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

  1. Conduct on Applications

Your use of the Applications is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Applications. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through the Applications, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content—including text, communications, software, images, sounds, data, or other information—that:

  1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
  6. impersonates any person or entity, including any of our employees or representatives.

Additionally, you agree not to:

  1. use the Applications in any manner that could disable, overburden, damage, or impair the Applications or interfere with any other party’s use of the Applications, including their ability to engage in real time activities through the Applications.
  2. use any robot, spider, or other automatic device, process, or means to access the Applications for any purpose, including monitoring or copying any of the material on the Applications.
  3. use any manual process to monitor or copy any of the material on the Applications, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  4. use any device, software, or routine that interferes with the proper working of the Applications.
  5. introduce any viruses, Trojan horses, worms, logic bombs, or other material to the Applications that is malicious or technologically harmful.
  6. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Applications, the server on which the Applications are stored, or any server, computer, or database connected to the Applications.
  7. attack the Applications via a denial-of-service attack or a distributed denial-of-service attack.
  8. otherwise attempt to interfere with the proper working of the Applications.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the Applications. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through the Applications. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for the Applications, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “Unauthorized Use of Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on the Applications infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Applications may be available to you or other authorized users of the Applications. You shall not interfere with anyone else’s use and enjoyment of the Applications or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with the Applications without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other mobile applications or websites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

  1. Third Party Applications and Information

Our Applications may link you to other mobile applications or websites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These mobile applications or websites may contain information or material that some people may find inappropriate or offensive. These other mobile applications or websites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such mobile applications or websites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, such mobile application, website, or party by us, or any warranty of any kind, either expressed or implied.

  1. Sedona Taphouse Rewards Mobile Application

The following terms apply specifically to the Sedona Taphouse Rewards Mobile Application (the “Mobile Application”).

Subject to any other provision in these Terms of Use, the Companies grant you a limited, non-exclusive, and nontransferable license to download, install, and use the Mobile Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you strictly in accordance with the Mobile Application’s documentation. You shall not:

  1. copy the Mobile Application, except as expressly permitted by this license;
  2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Application;
  3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile Application or any part thereof;
  4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Mobile Application, including any copy thereof;
  5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Application, or any features or functionality of the Mobile Application, to any third party for any reason, including by making the Mobile Application available on a network where it is capable of being accessed by more than one device at any time; or
  6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Mobile Application.

You acknowledge and agree that the Mobile Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile Application under these Terms of Use, or any other rights thereto other than to use the Mobile Application in accordance with the license granted, and subject to all terms, conditions, and restrictions under these Terms of Use. The Companies reserve and shall retain their entire right, title, and interest in and to the Mobile Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

You acknowledge that when you download, install, or use the Mobile Application, the Companies may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and about your use of the Mobile Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Mobile Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Mobile Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

The Companies may from time to time in their sole discretion develop and provide Mobile Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either (a) the Mobile Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Mobile Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile Application and be subject to all terms and conditions of these Terms of Use.

  1. Intellectual Property Information

For purposes of these Terms of Use, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our Applications. This includes message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on the Applications is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of the Companies and/or their Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Applications in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Applications. Any unauthorized use of the materials appearing on the Applications may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Applications will not infringe the rights of third parties. See “Unauthorized Use of Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on the Applications infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of the Companies or their Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of the Companies or their Affiliates.

  1. Unauthorized Use of Materials

Subject to our Privacy Policy, any communication or material that you transmit to the Applications or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of the Applications believes its copyright, trademark or other property rights have been infringed by a posting on the Applications, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must:

  1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed).
  2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above.
  3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).
  4. Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing content (email address is preferred).
  5. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”
  6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
  7. Be signed by you or the applicable user.

The written notification should be sent, if by email, to [email protected], and/or, if by mail, 10800 Midlothian Turnpike Suite 120, Richmond, VA 23235.

 

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the Applications without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

  1. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THE APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE APPLICATIONS FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE APPLICATIONS COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THE APPLICATIONS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THE APPLICATIONS MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE APPLICATIONS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Applications, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE APPLICATIONS, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE APPLICATIONS FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Applications often represents the opinions and judgments of an information provider, application user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized the Companies and/or their Affiliates spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Applications for further information, which policies are incorporated by reference into these Terms of Use.

You understand and agree that temporary interruptions of the services available through the Applications may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Applications, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on the Applications are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability

IN NO EVENT SHALL WE, OUR AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APPLICATIONS OR OF ANY WEB MOBILE APPLICATION REFERENCED OR LINKED TO FROM OUR APPLICATIONS.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE APPLICATIONS OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE APPLICATIONS, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Indemnification

You agree to defend, indemnify, and hold harmless us and our Affiliates and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from your use or misuse of the Applications. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

  1. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Applications or portions of it using your user name, password, or other security information. Our personnel will never ask you for your password. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

  1. Participation in Promotions

From time to time, the Applications may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Applications. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

  1. E-mail, Messaging, Blogging, and Chat Services

We may make email, messaging, blogging, or chat services (collectively, “Communications”) available to users of our Applications, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

  1. International Use

Although the Applications may be accessible worldwide, we make no representation that materials on the Applications are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Applications from other locations do so, on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Applications is void where prohibited.

  1. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Applications with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Applications immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Applications. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

  1. Governing Law

The Applications (excluding any linked mobile applications) are controlled by us from our offices within the Commonwealth of Virginia. All matters relating to the Applications and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Applications shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country or state of residence or any other relevant country or state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at [email protected], if by email, or to DJB Hospitality, 10800 Midlothian Turnpike, Suite 120, Richmond, VA 23235, if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Applications to inform you of changes to the Applications or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

  1. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with the Applications is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

  1. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Applications, or use of or access to the Applications.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Applications arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

  1. Contact Information

Except as explicitly noted on the Applications, the services available through the Applications are offered by Sedona Taphouse, NAPA Kitchen and Wine, DJB Hospitality, and DJB Franchising, located at 10800 Midlothian Turnpike, Suite 120, Richmond, VA 23235. If you notice that any user is violating these Terms of Use, please contact us at [email protected].