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Upward Projects Terms of Use

Effective: May 6, 2025

Please read the following carefully. These Terms of Use (these “Terms”) govern your access to and use of the Upward Projects Holdings, LLC (“Upward Projects,” “we,” “us,” “our”) websites at https://upwardprojects.com/, https://www.postinowinecafe.com/, https://churnaz.com/, https://www.federalpizza.com/, https://www.joyridetacohouse.com/, https://windsoraz.com/, https://www.postinowinecult.com/ (collectively, the “Site”), your access and use of our mobile application Postino Wine Cult (the “App”) (available at the App Store and Google Play Store), and the and the products and services provided by Upward Projects (collectively, “Service”). 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST PROMPTLY CEASE USING IT.

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described in Section 14 below. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.

Contents

  • Your Access to the Service

  • Permitted Use and Restrictions

  • Privacy

  • Terms of Sale and Payments

  • Idea Submissions

  • Intellectual Property Rights

  • Third-Party Sites and Services

  • Indemnity

  • Warranty Disclaimer

  • Limitation of Liability

  • Termination

  • Communication Between Us

  • Governing Law

  • Dispute Resolution

  • Notice for California Residents

  • Notice for New Jersey Residents

  • Additional Important Terms

  • Changes to These Terms

  • Contact Information

1. Your Access to the Service

  1. Internet Access

When using the Service on your mobile, laptop, desktop, or other device (“Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device and (ii) any Internet connection and telecommunications fees and charges that you incur.

1.2 Your Device

Upward Projects is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Service, including, but not limited to screen display operation features of your Device.

1.3 No Guarantee

Access to the Service may be suspended temporarily and without notice (i) in the event of a system failure, (ii) for maintenance or repair, (iii) where we reasonably suspect there has been a breach of these Terms, (iv) for reasons reasonably beyond our control, or (v) as otherwise explained in these Terms.

1.4 License Grant to App

Subject to these Terms, Upward Projects grants you a limited, non-exclusive, and nontransferable license to download, install, and use the App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”).

1.5 App Updates

Upward Projects may from time to time in its sole discretion develop and provide App 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 Upward Projects has 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 App 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 App 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 App and be subject to all terms and conditions of these Terms.

1.6 Mobile Device and Other Devices

WE DO NOT GUARANTEE THAT THE APP, SITE OR SERVICE CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE OR WITH ANY PARTICULAR SERVICE PLAN. WE DO NOT GUARANTEE THAT THE APP, SITE OR SERVICES WILL BE AVAILABLE IN, OR THAT ORDERS FOR PRODUCTS CAN BE PLACED FROM, ANY PARTICULAR GEOGRAPHIC LOCATION. As part of the Service and to update you regarding the status of deliveries, you may receive push notifications on your Mobile Device (“Push Messages”), as well as via email or other types of messages. You acknowledge that, when you use the App, Site or the Service, your wireless service provider may charge you fees for data, text messaging and/or other wireless or Internet access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through your Mobile Device's operating system (with the possible exception of infrequent, important service announcements and administrative messages). 

1.7 Apple App Store

This Section 1.7 applies to you only if you are using the App from the App Store - Apple. Upward Projects and you, the end-user of the Services, acknowledge that these Terms are entered into by and between Upward Projects and you and not with Apple, Inc. (“Apple”). Notwithstanding the foregoing, you acknowledge that Apple and its subsidiaries are third-party beneficiaries of these Terms and that Apple has the right (and is deemed to have accepted the right) to enforce these Terms. Upward Projects is solely responsible for the App and any content contained therein. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. You and we acknowledge that in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and will have no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. You and we acknowledge that Apple is not responsible for addressing any claims made by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation. You and we acknowledge that in the event of any third party claim that the App, or your possession or use of the App, infringes such third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such claim. You acknowledge that you have reviewed the App Store Terms and Conditions. Capitalized terms not defined in this Section 1.7 shall have the meanings set forth in the App Store Terms and Conditions. Your use of the App must comply with the App Store Terms and Conditions. 

1.8 Google Play Store

This Section 1.8 applies to you only if you are using the App from Google, Inc. or one of its affiliates or successors (“Google”) via Google Play. To the extent of any conflict between the Google Terms of Service, the Google Play Business and Program Policies and such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”) on the one hand and these Terms, the Google Play Terms shall apply with respect to your use of the App. The Google Play Terms can be accessed here: Google Play Terms. Upward Projects and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Upward Projects or you (or any other user) under these Terms or the Google Play Terms.

2. Permitted Use and Restrictions

2.1 License Grant

Subject to the terms and conditions of these Terms, Upward Projects hereby grants you a limited, non-exclusive, personal, non-transferrable, non-sublicensable, non-assignable license to access and use the Service (including updates and upgrades that replace or supplement it in any respect and are not distributed with a separate license, and any documentation) solely for your personal use on a Device that you own or control. We reserve all other rights that are not granted in these Terms.

2.2 Use Restrictions

You may not access or use the Service in any way that is not expressly permitted by these Terms. You may not: (i) cause, permit or authorize the modification, copying, creation of derivative works, translation, reverse engineering, decomplication, disassembly, or hacking of the Service; (ii) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Service for any unlawful, prohibited, abnormal, or unusual activity as determined by Upward Projects in its sole discretion. 

2.3 Eligibility

The Service may not be used by anyone under the age of 16. Individuals under the age of 16 are not permitted to use the Service. If you are under 18 years of age you must have a parent or guardian consent to your use of the Service and these Terms to be permitted to use the Service.

By accessing or using the Service, you represent and warrant that you are at least 18 years of age (or the age of legal majority under applicable law), or, if not, that you are at least 16 years of age and have reviewed these Terms with your parent or legal guardian and that they have agreed to be bound by these Terms.

  1. Investigations

We may, but are not obligated to, monitor, or review the Service at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Service pursuant to Section 11 (Termination) below.

2.5 Violation of these Terms 

You must not use (or permit a third-party to use) the Service: (i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; (iv) via use of a robot, spider, or other automated device to monitor or copy the Service or any information provided by the Service, other than as permitted by the robots.txt file for the Site; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; or (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Upward Projects has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.

3. Privacy

These Terms also incorporate the terms of our Privacy Policy (as updated from time-to-time). Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy. By agreeing to these Terms, you are also agreeing to the Privacy Policy, and you consent to (i) the processing of your personal information as explained in the Privacy Policy and (ii) the collection of information from your Device as explained in the Privacy Policy.

4. Terms of Sale and Payments

4.1 Billing Policies

If you choose, at your sole discretion, to purchase products, you acknowledge that you will be required to provide a current, valid, accepted method of payment (“Payment Method”) and you agree that we may charge your Payment Method. Upward Projects uses authorized third parties for the purpose of processing your transactions, and credit card authorizations. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Upward Projects the right to store and process your information with such third parties. You agree to immediately notify Upward Projects of any change in your billing address or the Payment Method used for payment hereunder. You agree that Upward Projects will not be responsible for any failures of such third parties to adequately protect your information.

You shall be responsible for all charges incurred using your Payment Method as well as for paying any applicable taxes and possible transaction fees. By providing Upward Projects with your Payment Method, you agree that Upward Projects (or its third party service providers) is authorized to immediately charge your Payment Method for all fees and charges due and payable to Upward Projects as a result of your order, including but not limited to service fees, transaction fees, overdraft fees, or any other fee or charge associated with your access to the Service and/or purchase of products. 

4.2 Currency

All prices are listed in US dollars and all payments must be made in US dollars. Upward Projects will not be responsible for any exchange rates or fees incurred by you from your chosen Payment Method. 

4.3 Product Availability

We cannot guarantee the availability of a particular product at any particular time, and we reserve the right to change and/or cancel our product offerings through the Service, without notice, at any time. All prices displayed through the Service are exclusive of taxes and shipping charges, if any. All orders are subject to acceptance and availability. In certain circumstances, products may become unavailable after an order has been placed. In such a case, we will either notify you that we are unable to process your order, or a refund will be issued to your Payment Method for the amount paid. 

4.4 Personal Use

All products sold by or received from Upward Projects are intended to be used for personal purposes only, and you may not sell or resell any products or services you purchase or otherwise receive from Upward Projects. Upward Projects reserves the right, with or without notice, to cancel any order that may result in a violation of these Terms, as determined by Upward Projects in its sole discretion.

4.5 Refunds

All products and services purchased through the Service are non-refundable. If you encounter an issue with your order, please contact us at the information in Section 19 (Contact Information) below.

4.6 Wine Cult Membership

The Postino Wine Cult Terms and Conditions governs the terms of the Postino Wine Cult, which are hereby incorporated by reference. Notwithstanding the foregoing, as it relates to the Wine Cult, in the event of a conflict between the Postino Terms and Conditions and these Terms, these Terms will prevail.

5. Idea Submissions

We welcome feedback from our users and appreciate your comments regarding the Service. However, our policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. This policy is intended to help us, and our customers avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.

If, despite our request that you not send us your ideas, you still submit them, then regardless of any conditions you may have attempted to place on your Submission, the following terms shall apply to your Submission: you acknowledge and agree that: (i) such Submissions will be considered non-confidential and non-proprietary; (ii) we have the right (subject to our Privacy Policy), without limit in time and without payment to you, to use, copy, distribute, adapt, and disclose it via the Service or otherwise to third parties for any purpose, in any way, and in any media worldwide now known or later discovered, including, without limitation, the right to create derivative works, make improvements, perform (including through digital performance), and transmit (including through digital transmissions) such Submissions, and the right to transfer or sublicense such rights; (iii) we may have something similar to the Submissions already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us in connection with the Submissions under any circumstances. 

6. Intellectual Property Rights

6.1 Trademarks

Upward Projects (including its group companies) name(s) and logo(s) are trademarks and service marks of Upward Projects. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.

6.2 Ownership

You acknowledge that all intellectual property rights in the Service, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all other content in the Service and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Upward Projects, and are protected by intellectual property laws. You acknowledge and agree that Upward Projects, and/or its licensors, own all right, title, and interest in and to the Service, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge the Service may contain information that Upward Projects has designated as confidential, and you agree not to disclose such information without Upward Projects’ prior written consent. Nothing posted on the Service grants a license to any Upward Projects trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read when accessing the Service is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Upward Projects. When accessing the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.

7 . Third-Party Sites and Services

The Service may contain links to allow you to share content directly with other third-party websites (“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk. 

These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with the Third-Party Terms. 

8. Indemnity

You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, members, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or in connection with: (a) your use of the Service; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as they may reasonably request.

9. Warranty Disclaimer

WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content provided through the Service is accurate, complete, or up to date.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE (INCLUDING OUR PRODUCTS) WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE (INCLUDING OUR PRODUCTS) AND ALL INFORMATION AND CONTENT PROVIDED THROUGH THE SERVICE.

No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

10. Limitation of Liability

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SERVICE (INCLUDING OUR PRODUCTS) OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF UPWARD PROJECTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSIBILITY OF SUCH DAMAGES.

Your sole remedy for dissatisfaction with the Service including, without limitation, content provided through the Service, is to stop using the Service (including our products). Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information or advice received through or advertised in connection with the Service or any links on the Service. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Service.

In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Service or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the greater of: (i) the total amount paid for goods or services purchased through the Service in the preceding 30 days, or (ii) One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Service must be brought within one year after such claim or cause of action arises or be forever barred.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, UPWARD PROJECTS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON UPWARD PROJECTS’S GOVERNING LAW PROVISION SET FORTH BELOW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. Termination

We may terminate these Terms and/or terminate your permission to use the Service immediately, without prior notice or liability, if (a) you commit any breach of these Terms, (b) we discontinue the Service, or (c) we are prevented from providing the Service for any reason.

Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Service and/or your access to it at any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.

On termination of these Terms for any reason: (x) all rights granted to you under these Terms will cease immediately, (y) you must immediately cease all activities authorized by these Terms (including your use of the Service), and (z) you acknowledge that we may restrict your access to the Service. Sections 3, 5-6, and 8-17 will survive any termination or expiration of these Terms.

12. Communication Between Us

If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us as indicated in Section 19 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.

13. Governing Law

These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of Arizona in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of Arizona or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

14. Dispute Resolution

14.1 User Concerns

Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details in Section 19 (Contact Information) below.

14.2 Disputes

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, the remaining portions of the arbitration provisions will remain in force. 

14.3 Arbitration Procedures

In the event your concern cannot be resolved informally, you and Upward Projects agree that, except as provided in Section 14.6 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 14 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail. 

Except as otherwise set forth in Section 14.6 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Upward Projects will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (i) you and Upward Projects may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. 

IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

14.4 Location

The arbitration will take place in Maricopa County in the city of Pheonix, Arizona, United States of America. The parties agree to video, phone, or internet connection appearances.

14.5 Limitations

You and Upward Projects agree that any arbitration shall be limited to the Claim between Upward Projects and you individually. YOU AND UPWARD PROJECTS AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

14.6 Exceptions to Arbitration

You and Upward Projects agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

14.7 Arbitration Fees

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

14.8 Severability

You and Upward Projects agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 14.6), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 14.6 is found to be illegal or unenforceable then neither you nor Upward Projects will elect to arbitrate any Claim falling within that portion of Section 14.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within Maricopa County in the City of Pheonix, Arizona, United States of America, and you and Upward Projects agree to submit to the personal jurisdiction of that court.

15. Notice for California Residents

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Ste N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16. Notice for New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you: Section 9 (Warranty Disclaimer), Section 10 (Limitation of Liability), and the California governing law provision of Section 13 (Governing Law) above (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

17. Additional Important Terms

17.1 Assignment

The rights granted to you under these Terms may not be assigned without Upward Projects’ prior written consent, and any attempted unauthorized assignment by you shall be null and void.

17.2 Severability 

Except as otherwise provided in Section 14.8, if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.

17.3 Attorneys’ Fees 

In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 14.7, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.

17.4 No Waiver

Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Upward Projects of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.

17.5 Equitable Remedies

You acknowledge and agree that Upward Projects would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

17.6 Entire Agreement

These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Upward Projects with respect to the Service and supersedes any and all prior agreements between you and Upward Projects relating to the Service.

17.7 Transfer

We may transfer our rights and obligations under these Terms to another organization but this will not affect your rights or our obligation sunder these Terms.

18. Changes to These Terms

We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Service (we may also email you about any material changes to these Terms). We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.

19. Contact Information

If you have any questions or comments relating to the Service or these Terms, please contact us at: privacy@upwardprojects.com. 

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Wine Cult Program Terms and Conditions

Postino Wine Cult (the “Wine Cult”) is born from a passion for wine, a love of experiences, and a commitment to the Postino WineCafe restaurant (“Postino WineCafe”) community. Wine Cult provides hand-selected, trusted wines to our valued members every quarter (each a “seasonal release”), while also providing members the ability to learn and grow their wine acumen.

By purchasing a membership to the Wine Cult, you acknowledge and agree that you have read these Wine Cult terms and conditions (the “Terms”), understand them, and agree to be legally bound by them.

If you have any questions, please review these Terms and our FAQs. If after reviewing these Terms and the FAQs, you still need assistance, please contact our Wine Cult team via email at hello@postinowinecult.com with a detailed subject line (i.e. “Missed Order”; “Payment Issue”, “Question on Terms and Conditions”, etc.) or via phone at (480) 542-0199. Your acceptance of these Terms creates a binding contract by and between you and Upward Projects Holdings, LLC (“Upward Projects” or “we”) and governs the terms of your membership in the Wine Cult. No other statements, representations, materials or related information will alter or amend these Terms, except as specifically referenced in these Terms and such revisions to these Terms instituted by Upward Projects as in accordance with these Terms. Any updates to the Terms will be communicated via email to the email address applied to your Wine Cult membership account; communications will be sent regardless of your email communication preferences. The Website Terms of Use and Privacy Policy which govern your access and use of www.postinowinecult.com (the “Website”), associated mobile application terms, and any additional terms provided to the public in association with an affiliated promotion, referral campaign, or other event or venture (collectively, the “Additional Terms”) are hereby incorporated into these Terms. Notwithstanding the foregoing, as it relates to the Wine Cult, in the event of a conflict between the Additional Terms and these Terms, these Terms will prevail.

  • Wine Cult Membership Benefits & Perks; Accounts: Subject to these Terms, Wine Cult members are eligible to receive the Member Perks set forth at Website (collectively, with the “Member Perks”). Member Perks are subject to change at any time. Please visit the Website regularly for updated Member Perks. Notwithstanding the foregoing and for the avoidance of doubt, not all Wine Cult membership benefits are the same for all members, as some special promotional offers, benefits and communications may be based on geographic location, Wine Cult participation, information supplied by the member, the volume or type of purchases made by a member, or other factor(s) as determined by Upward Projects from time to time.Only one person can be enrolled per Wine Cult membership, and accounts under the same name and address will automatically be combined.

  • Member Identification: To receive Member Perks at a Postino WineCafe, you must present your Wine Cult membership number, or alternative identification (which may include: first and last name, phone number, and/or email address) with every transaction. In order to be eligible for Member Perks your account must be: (1) in compliance with the Terms, (2) active, (3) up-to-date with current personal information (address, phone number, email address, etc.) and (4) up-to-date on membership fees.In the event your membership is used without your authorization, or you experience other issues, immediately notify Upward Projects via email at hello@postinowinecult.com with a clear subject matter or via phone at (480) 542-0199. Such notification must be received by Upward Projects within thirty (30) days of the issue or original transaction in order to be able to assist you.

  • Quarterly Seasonal Release Wine Availability/Inventory:All Wine Cult members acknowledge that the seasonal release wines provided to Wine Cult members are available on a quarterly basis, are limited in quantities and may not always be available at the time of your pick-up, especially in the event that you do not pick up your wine in the timeframe for which such wine was offered or pickup was designated. In all cases, a Postino WineCafe, in its sole discretion, may substitute another wine for any wine that is no longer reasonably available, without any adjustment or refund. For more information on this process please visit our FAQs.

  • Membership Fees: All fees for Wine Cult memberships and associated charges, such as other related charges, are automatically billed to the credit card you designate for your membership. At sign-up, members are immediately charged for their chosen membership; quarterly memberships are $60.00 USD per Member plus tax and annual memberships are $220 USD per Member plus tax. If your membership is a quarterly membership, automatic renewal fees are charged on the first day of the beginning month of each quarter preceding your initial membership charge. For example, at sign up, you will be charged immediately for $60 USD plus tax and receive a seasonal release of four wines, and then subsequently charged for the next seasonal release on the first day of the beginning month of each quarter. Yearly memberships are $220 USD per Member plus tax. Yearly memberships include four seasonal releases. You will be charged your yearly membership fee immediately and then automatically renew after four seasonal Wine Cult releases. Postino WineCafe and Upward Projects gift cards are not redeemable toward Wine Cult membership fees. Promotional rates or membership offers may have additional terms which would be subject to and in accordance with these Terms. All fees charged are non-refundable except as expressly set forth in these Terms. Notwithstanding when fees are billed to a member, all Wine Cult perks are activated promptly following registration in the Wine Cult.

  • Membership Term; Changes and Renewal: Quarterly memberships are on a quarter-to-quarter basis (3-month time period), and your membership automatically renews each quarter on the first day of the beginning month of each quarter preceding the seasonal release (when the wine is available for pickup). Yearly memberships are on a year-to-year basis (12 months or 4 seasonal releases). Your membership will automatically renew each year following four seasonal releases. You’ll be charged the beginning month of the next seasonal release following four seasonal releases and preceding the next seasonal release.If you wish to cancel your membership, you must let us know via your member profile on the Website at least thirty (30) days before the renewal date for which your cancellation is to be effective, and any fees already charged for any membership, including any quarterly or annual fees, are non-refundable.In addition, it is your responsibility to inform Upward Projects of any changes to your membership record and information. Changes to your membership account and information, including cancellations, may be submitted online through your member profile on Website or by emailing hello@postinowinecult.com. All changes, including cancellations, must be received at least thirty (30) days prior to any charge in order to be effective to avoid that charge or shipment. Fees will be due for any cancellations or changes not submitted prior to the Wine Cult’s processing time for a particular charge, as specified above.

  • Third Parties:Upward Projects utilizes certain third-party service providers in order to provide the full experience for Wine Cult members. Your membership to the Wine Cult and receipt of Member Perks is also subject to their terms of use and privacy policies (as applicable). At this time, we utilize the services of the following: Paytronix (TERMS AND CONDITIONS and PRIVACY POLICY) and Stripe (TERMS AND CONDITIONS and PRIVACY POLICY) (each a “Third Party”, and collectively, the “Third-Parties”). Please review their terms carefully and reach out to them directly if you have any questions or concerns.

  • Personal Information:To become a member of the Wine Cult you must provide certain personal information to verify and administer your Wine Cult membership. Upward Projects does not directly receive the information you provide and does not store such information in our systems. Our interaction with your personal information is governed by our Privacy Policy. The Third Parties may obtain and/or store the information that you provide in relation to your Wine Cult membership in order to assist Upward Projects with providing the Wine Cult experience to you. Please review each Third Party’s applicable privacy policy (linked above in Section 7 (Third Parties)) as it details how your personal information will be used by such Third Party and what rights you may have in relation to such Third Party. For more information about how we collect, use and share personal information, please review the terms of our Privacy Policy. If you are concerned about the information you have provided, or have any questions regarding the retention of that information, your member profile on Website, review the Wine Cult’s Frequently Asked Questions, call (480) 542-0199, or email hello@postinowinecult.com with your concerns. Upward Projects will make reasonable efforts to resolve any concerns.

  • Email Communications: When joining the Wine Cult, you will automatically be enrolled into the Wine Cult email marketing program. You authorize Wine Cult to send you marketing communications and special offers regarding Upward Projects and its affiliates, partners, and service providers, and its and their related projects as part of your Member Perks. To change your marketing preferences, please visit your member profile on Website. Upward Projects will provide all statements, communications, and updates about the Wine Cult and your membership via email to the address in your account. Marketing emails may include, but not be limited to, detailed information on seasonal releases, promotional offers, Wine Cult events, and more related to Postino WineCafe and the Wine Cult. To stop receiving email communications, please UNSUBSCRIBE through any of the email communications from the Wine Cult emails from Upward Projects. Please be aware that unsubscribing from email communications could result in complications with seasonal releases, program updates, and Wine Cult perks.

  • Limitations; Legal Compliance: Member Perks are not valid with other special offers or discounts offered by Postino WineCafe locations. Member Perks are non-transferable. All goods, services and benefits provided via Postino WineCafe, including wines, are only provided in states in which Upward Projects or its applicable affiliate are licensed to provide such goods, services and benefits. None of Upward Projects or its affiliates are engaged in the shipping or importing of wines or other products into or from any state, country or other jurisdiction where it is not so licensed.Membership in the Wine Cult is void where prohibited, and by joining the Wine Cult, you represent that your membership in the Wine Cult and receipt and use of any goods, services or other items received through the Wine Cult does not and will not violate any applicable law or regulation. In joining the Wine Cult, you represent to Postino WineCafe that you and the person to whom delivery of any wine will be made are at least 21 years old. When your wine and quarterly seasonal release is picked up, the person receiving the product will be required to show identification proving Wine Cult membership and that they are at least 21 years old. Wines will be provided only to persons who are at least 21 years old. You agree to comply with all applicable laws, rules and regulations, including without limitation, laws governing the possession and use of wine and alcoholic beverages. Wines provided or delivered by the Wine Cult are not for resale and are for personal consumption only. Upward Projects has the right to terminate or suspend the Wine Cult, or your membership in the Wine Cult, at any time and for any reason whatsoever and without liability, including, without limitation, following a change in law or your violation of these Terms.

  • Unavoidable Delay:In the event of any circumstances outside of the control of Upward Projects which prevent, hinder or delay Upward Projects from performing its obligations, such obligations shall be suspended for the term of such event or Upward Projects may elect to cancel the Wine Cult or Wine Cult membership for the affected members. Such circumstances include, but are not limited to, acts of God, earthquake, flood, severe weather conditions, or other natural calamity, disease outbreaks, epidemics or pandemics, strikes, insurrection or acts of terror, governmental action or inaction, including delays or failure to issue permits and authorizations or an inability to obtain supply and materials or means of shipping.

  • Disclaimer of Warranties:YOU UNDERSTAND AND AGREE THAT YOUR MEMBERSHIP IN THE WINE CULT, THE GOODS AND SERVICES PROVIDED BY UPWARD PROJECTS AND/OR A POSTINO WINECAFE LOCATION AND ALL OTHER BENEFITS RELATED TO THE WINE CULT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. UPWARD PROJECTS AND ITS AFFILIATES, INVESTORS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR PARTNERS (EACH A “POSTINO PARTY” AND COLLECTIVELY, THE “POSTINO PARTIES”), TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

  • Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE POSTINO PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, RESULTING FROM OR RELATED TO YOUR MEMBERSHIP IN THE WINE CULT OR ANY GOODS, SERVICES OR BENEFITS YOU RECEIVE OR FAIL TO RECEIVE FROM THE WINE CULT, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ANY OF THE POSTINO PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF A POSTINO PARTY FOR CLAIMS ARISING UNDER THESE TERMS EXCEED THE ANNUAL MEMBERSHIP FEE THAT YOU PAID IN THE TWELVE (12) MONTHS PRECEEDING THE CLAIM. YOU ACKNOWLEDGE THAT POSTINO WINE CAFE WOULD NOT PROVIDE MEMBERSHIP IF NOT FOR THE FOREGOING LIMITATIONS, AND THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THESE TERMS. THESE LIMITATIONS OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  • Indemnification:By joining the Wine Cult, you agree to defend, indemnify, and hold harmless the Postino Parties, from and against any and all losses, claims, demands, actions, suits, or other proceeding brought by a third party, and associated losses, liability, penalties, damages, costs and expenses that arise out of or relate to your negligence, willful misconduct, failure to comply with applicable law, misrepresentation or false information provided to the Wine Cult, your breach of any of these Terms or any use or misuse of any goods, services or other benefits of Wine Cult membership.

  • Governing Law; Venue; Arbitration:These Terms are governed by the substantive laws of the State of Arizona, without respect to its conflict of laws principles. You agree to submit to the jurisdiction of the state and federal courts residing in Maricopa County, Arizona with respect to any dispute, disagreement, or cause of action related to or involving the Wine Cult and/or these Terms. YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE AFOREMENTIONED COURTS AND WAIVE ANY OBJECTION WHICH YOU MAY HAVE AT ANY TIME TO THE VENUE OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE WINE CULT AND YOU IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

  • Arbitration; Class Action Waiver: Please read this section carefully as it affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of these Terms. For all disputes, whether pursued in court or arbitration, you must first send a written description of your claim to us via certified mail sent to 3443 N. Central Ave. North Rotunda, Phoenix, Arizona 85014, Attention: Chief Financial Officer, to allow us an opportunity to resolve the dispute. You and we each agree to negotiate your claim in good faith. You may request arbitration if your claim or dispute cannot be resolved within 60 days. You agree that any and all disputes arising out of your membership in the Wine Cult, the Website, or these Terms conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (as applicable), as modified by these Terms. Such arbitration to be held in Maricopa County, Arizona before one (1) arbitrator. Any judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

  • Waiver of Class Actions and Jury Trials: Please read this section carefully as it affects rights that you may otherwise have. You and we each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, the arbitration agreement will be void as to you. If for any reason a claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

  • Miscellaneous:If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver shall be deemed a further or continuing waiver of such term or any other term. These Terms constitute the entire agreement between you and Upward Projects with respect to your membership in the Wine Cult and the goods, services and benefits provided by Postino WineCafe, which are related to or provided in conjunction with the Wine Cult.

  • Change in Terms:These Terms shall remain in full force and effect while you are a member of the Wine Cult, and only Upward Projects may, in its sole discretion, modify the Terms or add or delete any of the Member Perks rules, conditions, benefits or rewards, in whole or in part. Upward Projects may make any such changes at any time, with or without notice, even though such changes may affect the Wine Cult, the value of the program and its benefits and/or the time of redemptions. Provided, however, that any revision shall not apply to disputes of which Upward Projects had notice on or before the date the change or revision is instituted. To review the most recent version of these Terms, please regularly visit these Terms and the accompanying FAQs available on the Website.