The Services provided by Chai Consulting, LLC (“CC”) under any job agreement are subject to these Terms of Service (“TOS”) and the Client agrees to be bound by these TOS.  For the purposes of these TOS, CC shall also mean all owners, officers, directors, agents, employees, third-party advisors, and contractors of CC.

  1. Services/Authorization to Represent/Exclusivity. CC shall provide Client with the services described in the job agreement (“Services”). Client agrees that CC represents Client exclusively with regard to the Services described in the job agreement, and the wine and spirits subject thereto, for the period of time set forth therein. Client represents and warrants to CC that it is the rightful owner of any wine or spirits for which the Services are provided by CC or that CC sells or brokers for sale on behalf of Client, and that all information, including without limitation as to provenance and/or storage history, provided to CC relating to such wines or spirits is true and accurate.  Client further represents and warrants that it has the authority to make any selling or other decisions related to such wines or spirits. Client acknowledges and agrees that CC shall be entitled to commissions on any sales of Client’s wines to any third party for a period of twelve (12) months after the date of the end of the Services under the job agreement. Client understands and agrees that the term “third-party” shall be interpreted broadly and shall include (without limitation), friends, associates, affiliates, associated companies, or any other entity or person besides Client.
  2. Compensation/Retainer. Client shall pay CC as set forth in the job agreement. Client agrees and understands that fees due to CC are payable upon receipt of CC invoices.  CC also reserves the right to require a reasonable retainer for any or all aspects of the Services and at any time, and to be able to set forth terms for such retainer in the relevant job agreement, as it may be amended from time to time.  Client agrees to pay such retainer promptly and to abide by the terms of any such retainer set by CC.  If CC is entitled to consulting fees, commissions, expenses, or any other costs attributable to Client, Client agrees and authorizes CC to deduct such amounts from any proceeds from sales of any wine of Client’s. Late fees of 10% per month apply and will be charged to all past-due accounts.
  3. Expenses. Client shall reimburse CC for any expenses incurred by CC in the provision of the Services, other than day-to-day business overhead. Specifically, by way of example and not limitation, Company shall reimburse CC for any reasonable travel expenses, wine costs attributable to Services provided by CC, copying, shipping, or fax charges over $10, or any other expense reasonably necessary in order to provide the Services.  Client shall pay any such expenses upon receipt of an invoice from CC. If a particular item or expense will cost more than $250, CC, at its sole discretion, may forward such expense or item to Client for direct payment.  As an example, but not meant as a limitation on the breadth or applicability of the terms of this Paragraph 3, CC’s provision of the Services may require the incurring of vendor purchase invoices, large-scale and temperature-controlled shipping, or storage expenses, for which CC may arrange  agreements on behalf of Client.  Client acknowledges and agrees that CC is in no way responsible for such expenses, and Client agrees to pay such expenses directly once the vendor or CC provides invoices for such services or goods to Client.     
  4. Termination. Either party may terminate the Services for any reason upon thirty (30) days’ written notice.  All fees and costs due to CC as of the date of termination shall be due and payable immediately on the date of termination.
  5. No Warranty. The Services provided by CC are that of professional opinion and recommendation based on its skills, experience, and expertise in the fine wine and spirits industry.  HOWEVER, CC CANNOT AND DOES NOT GUARANTEE THE ACCURACY OF ANY CONCLUSIONS DRAWN BY CC AS TO AUTHENTICITY, PRICE, SALEABILITY, OR VALUE RELATED TO ANY SERVICES PROVIDED TO CLIENT. CC FURTHER DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Such disclaimer of warranties shall extend to any Services or other information provided by CC.  Client acknowledges and agrees that any opinions or recommendations rendered by CC are not fact and are merely opinion.  Client further acknowledges and agrees that it will not at any time make any representations or warranties, orally or in writing, that any wine or spirits analyzed by CC have been deemed “authentic,” “genuine,” “original,” “real,” or any other similar term unless certified in the Chai Vault by CC, and subject to any additional agreements and/or terms & conditions between Client and Chai Vault, Inc.
  6. Limited Liability. With regard to the Services or information provided by CC, CC shall not be liable to Client, or to anyone who may claim any right due to any relationship with Client, for any acts or omissions in the performance of the Services (including, without limitation, authentication, research, valuation, and sales or brokering of wine) on the part of CC, except when said acts or omissions are due to willful misconduct or gross negligence. Client shall hold CC harmless from any obligations, costs, claims, damages, judgments, attorneys’ fees, and attachments arising from or related to such Services rendered to the Client, except when the same shall arise due to the willful misconduct or gross negligence of CC (which must be first adjudged as such by a court of competent jurisdiction). Further, CC’s liability will be strictly limited to actual damages that are limited to the amounts paid to CC by Client for the specific Services involved that allegedly led to CC’s liability (and not to any other Services provided by CC that are not alleged to have led to any liability on CC’s part).  Client further acknowledges and agrees that it may not seek any special, indirect, incidental, consequential, or non-economic damages in any action or proceeding related to, arising from, or connected to these TOS, the Services, and/or the job agreement.
  7. Indemnity. If CC is made or implicated as, or threatened to be made or implicated as, a party to any action, dispute, claim, or proceeding, whether civil or criminal in nature, in any way related to any Services or information provided by CC, Client agrees to defend and indemnify CC for any costs or expenses related to such action, dispute, claim, or proceeding (including but not limited to costs, expenses, attorney’s fees, and damages of any kind).  Company also agrees to add CC as an additional insured on any policy of insurance of Company that could potentially provide coverage for any of the Services provided by Consultant.  Prior to the commencement of any Services by CC Client shall provide CC with a certificate of coverage that includes CC as an additional insured.
  8. No Waiver. The failure of a party to insist upon strict adherence to any term of these TOS on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of these TOS.
  9. Non-disparagement. Client shall not make any oral or written statement about CC which is intended or reasonably likely to disparage the other party, or otherwise degrade the other party’s reputation in the business community, including, without limitation, in the wine and spirits and restaurant/hospitality industries.
  10. Entire Agreement/Modifications/Section Headings. These TOS contain the entire agreement between the Parties hereto in relation to the provision of Services by CC, except as also stated in a related job agreement.  This Agreement supersedes any other written or oral agreement or arrangement between the Parties, except any related job agreement.  If there is any inconsistency between the terms set forth in these TOS and the job agreement for the Services, the term(s) in question in the job agreement shall control. CC reserves the right to revise or update these TOS from time to time.  Client may request a copy of the most updated TOS in writing; CC shall provide such updated or revised TOS within ten (10) business days of such written request.  The section headings contained in these TOS are for reference purposes only and shall not affect the meaning or interpretation of these TOS.
  11. Choice of Law and Venue; Waiver of Personal Jurisdiction Defense. Interpretation, construction, and enforcement of these TOS are governed by the laws of the State of California. Any action to interpret or enforce, or in any way related to these TOS, the Services, or the job agreement applying to the Services, shall be brought in a federal or state court of competent jurisdiction in San Francisco County, California.  In addition, by engaging CC for the Services, Client agrees to be subject to personal jurisdiction in the referenced venue and waives all defenses based on a lack of personal jurisdiction, improper venue, forum non conveniens, or the like.  Similarly, if any depositions of Client, its representatives, agents, employees, contractors, experts, consultants, investigators, or any other person or entity related to Client, are taken in any such action, Client agrees that such depositions shall take place in the referenced venue, or in a venue mutually agreed upon by the parties, at Client’s own expense.  In addition, if Client agrees to accept service of process of any action that falls within this Paragraph by email to the email address provided by the client and/or used by the client related to the provision of Services.  Client acknowledges and agrees that such email service constitutes sufficient service of process and notice of any such action, and Client waives any and all defenses based on insufficient process.
  12. Attorney’s Fees. In the event any action to interpret, construct, or enforce, or otherwise related to, these TOS, the Services, or the job agreement applying to the Services is brought, the prevailing Party in any such action shall be entitled to its attorneys’ fees and costs (including expert fees and costs) reasonably expended in such action, including through any appeals.
  13. Severability. In the event that any provision of these TOS is held unenforceable or invalid by a court or other judicial body or tribunal of competent jurisdiction, the whole of these TOS shall not be invalidated but instead that term or provision shall be deemed modified so as to be valid and enforceable to the full extent permitted under the law. If such modification is not possible under the law, these TOS shall be construed as if they did not contain the unenforceable or invalid part.
  14. Survival. The obligations relating to any representations and warranties made by Client, or its payment obligations under these TOS, in any way related to the Services and/or these TOS shall survive the end of the Services or the termination of the Services and/or job agreement.  Likewise, the terms of Paragraphs 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 shall survive the end of the Services or the termination of the Services and/or job agreement.