Effective Date: November 2023
This Agreement is an electronic contract that sets out the legally binding terms ("Terms") of your use of the Site and the wine subscription service available to you on the Site ("Service"). Each time you use the Site and Service, you signify that you agree to be bound by these Terms. If you do not agree to these Terms, you must discontinue using the Site and terminate your use of the Services. The Site is owned by Bright Cellars Inc. and all references to "us," "our,” or "we" will be deemed to mean Bright Cellars.
Updates to Terms
Bright Cellars reserves the right to update or change these Terms at any time by posting the most current version of the Terms on the Site with a new Effective Date shown. Your continued use of the Site after we post any changes to the Terms signifies your agreement to any such changes. If you do not agree to these Terms, you must discontinue using the Site and if you are a subscriber, the Service.
The Bright Cellars Experience
Bright Cellars is primarily a wine subscription service, but you can shop our Online Store without subscribing to the Service. The subscription Service matches you with unique wines based on your individual preferences. If you subscribe to the Service, you will automatically receive new wines chosen specifically for you! Members are able to adjust their account at any time by contacting our Wine Concierge team or directly through their account login. Members of the Concierge Team are available Monday - Friday between 9:00am CT and 5:00pm CT by phone 1-844-223-5527 or by email. If you contact us outside of these hours, your message will be addressed during business hours on a first come, first served basis.
We currently accept major credit cards for payment. The credit card you provide for your subscription will be charged when your order is processed. If the issuer of your card refuses to or does not, for any reason, authorize payment to us, or we are otherwise unable to charge your card, we will not process and ship your monthly selections and will not be liable to you for any delay or non-delivery of your order.
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE AND AUTHORIZE CHARGES TO ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH YOUR SUBSCRIPTION AND THAT YOU WILL KEEP SUCH ACCOUNT INFORMATION CURRENT AND ACCURATE SO AS TO ALLOW US TO CHARGE THE ACCOUNT IN ACCORDANCE WITH YOUR INSTRUCTIONS.
By submitting such information, you grant us the right to provide such information to third parties for purposes of facilitating the completion of transactions authorized by you. We reserve the right, but not the obligation, to update information regarding your card, such as an updated card number or expiration date, utilizing one or more third party services.
YOU MUST PROMPTLY NOTIFY US OR UPDATE YOUR ACCOUNT ONLINE IF YOUR CARD CHANGES, IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR PAYMENT CARD, EMAIL ADDRESS OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE US ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR PAYMENT CARD, UNLESS WE HAVE KNOWLEDGE THAT YOU HAVE TERMINATED YOUR MEMBERSHIP IN THE SERVICE.
Changing and Canceling Orders
If you would like to make changes to a recurring order (including shipping address, billing information, wine preference, etc.) please contact us at email@example.com or update online by logging into your account within four (4) days of receiving your reminder email.
For all other orders and/or once an order has been processed, we can no longer accept changes or cancellations.
THE RISK OF LOSS OF ANY PRODUCT SHALL PASS TO YOU AS SOON AS YOUR ORDER IS DELIVERED TO THE DELIVERY ADDRESS YOU PROVIDE. IT IS YOUR SOLE RESPONSIBILITY TO PROVIDE A SAFE AND CORRECT SHIPPING ADDRESS ACCESSIBLE TO COMMON CARRIERS FOR DELIVERY OF YOUR ORDER. YOU HEREBY RELEASE US FROM ANY AND ALL LIABILITY IN THE EVENT YOU (A) PROVIDE AN INCORRECT DELIVERY ADDRESS DURING THE ENROLMENT PROCESS AND/OR (B) FAIL TO COLLECT THE PRODUCTS FROM THE DELIVERY ADDRESS YOU PROVIDE DURING THE ENROLMENT PROCESS.
Coupons, Discounts, and Multiple Accounts
Our mission at Bright Cellars is to make wine accessible and fun, particularly if you're just starting out in the wine world. To help support this mission, introductory promotions may be offered for new subscriptions. Each new member is eligible for one introductory promotion per household. Maintaining multiple accounts to continue receiving introductory promotions is strictly prohibited. Further, our subscription program is intended for individual, personal use only and not for resale or wholesale purposes. If we learn or believe that any person or entity has or may violate these Terms including, but not limited to, purchasing products for resale or wholesale, we, in addition to any rights to which we may be entitled in law or equity, reserve the right to cancel any orders and/or accounts without any liability.
Promotions are offered at the discretion of Bright Cellars. Any discounts or coupons are non-transferrable, may not be bartered or sold, may not be used in conjunction with any other offers or used more than once, and are not applicable to successive accounts if a member signs up for multiple subscriptions. Discounts are applicable to the number of orders represented in the promotion of wine subscriptions.
Bright Cellars may offer limited time promotions sent via text or email. These orders are not guaranteed to match up with individual preferences. Bright Cellars Gift Cards may not be applied towards these offers. Special requests cannot be honored outside of the offer. Example: For an offer of a half red, half white case of wine, a request for 8 red wines and 4 white wines cannot be honored.
All Bright Cellars wine orders require an adult signature upon delivery. FedEx/UPS will not accept a signature or note left on your door, so someone 21+ will need to be present for your delivery. Be prepared to show a government issued photo ID & sign for the package.
Unfortunately, we are unable to have your package delivered to a P.O Box or any USPS locations since our packages do require a signature.
Bright Cellars orders are subject to local law and regulation restrictions and may only be delivered to select states within the contiguous United States. Please contact us if you have a question about shipping.
Severe weather conditions can impact the delivery date of your order. To ensure orders arrive in the best possible condition, our fulfillment center may delay shipping if the forecast predicts extreme conditions. If you have any questions about weather delays, please contact the Concierge Team.
UPS and/or FedEx will make three delivery attempts. If you miss all three delivery attempts, these shippers will return your order to Bright Cellars.
Any packages returned to Bright Cellars may be eligible for a partial refund at Bright Cellars’ discretion. The total for a partial refund will include the cost of your order minus a $25 returned shipment fee.
Gift Card Policy
All gift card purchases are final sale and may not be returned for credit or refund. If your gift card recipient lives in a state to which we are unable to ship*, you will not be able to complete your transaction. Gift codes/cards purchased from third-party sellers will not be honored.
*Gift cards are not available for purchase if the recipient’s shipping address is in one of the following states: Alaska, Delaware, Hawaii, Mississippi, and Utah. Additionally, gift card purchase availability is subject to the same local law and regulation restrictions as our subscription service. Please contact us if you have a question about shipping.
Member Rewards Program
Bright Cellars members are eligible to receive and redeem points earned from various activities related to their account, such as rating wines and referring new members. Points are awarded by Bright Cellars for promotional and loyalty purposes only and are redeemable for items and discounts specified on our Rewards page. Points have no cash value, are non-transferrable, may not be bartered or sold or redeemed for cash, may not be pooled with points of other individuals (across multiple accounts). The point values of rewardable actions, or the point values of redeemable rewards, may change at any time. Items purchased by point redemption may not be returned or refunded, with the exception of damaged or defective products. Bright Cellars reserves the right to modify, suspend or terminate the Rewards Program at any time.
For Active Subscription Members, in the event you are not satisfied with a bottle in your subscription order, please reach out to the Concierge team. We are happy to add reward points (not to exceed 800 reward points per order) to your account to make up for anything that you might have found unsatisfactory. This guarantee is limited to 4 orders per year per active member.
Refunds and Returns
While most items are not refundable, if you received a damaged or defective product, or if your shipment was never delivered, we may issue a refund at our discretion if we are notified within 30 days of the order date. Please be aware that gift card purchases are non-refundable.
If your package has been marked as delivered, the Concierge Team is no longer able to make any changes to the order. Any delivered packages are not eligible for returns. To avoid this, look out for your order receipt each month!
When you opt-in to our SMS service, Bright Cellars will send you a text message to confirm your signup. Message frequency varies. If you opt into SMS messages, you will receive marketing and promotional messages including cart reminders as well as messages regarding your order such as order updates, account alerts, and other account related information. SMS messages will be sent from Bright Cellars via text messages through your wireless provider to the mobile number you provided. Texts may be sent using an automatic telephone dialing system or other automated system.
You can cancel our SMS service at any time. Just text "STOP" to 84410. After you send the text message "STOP" to us, you'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Bright Cellars mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms. For Service support or assistance, text HELP to 84410 or email firstname.lastname@example.org. SMS consent is not a condition of purchase.
If at any time you forget what keywords are supported by our SMS service, just text "HELP" to 84410. After you send the text message "HELP" to us, you will receive a text with instructions on how to use our SMS service as well as how to unsubscribe.
Bright Cellars is able to deliver messages to the following major mobile phone carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile.
Bright Cellars is able to deliver messages to the following minor mobile carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
Neither Bright Cellars nor Carriers are liable for delayed or undelivered messages
ALL DISPUTES OR CONCERNS REGARDING OUR SMS COMMUNICATIONS SHALL BE HANDLED AND RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION SECTION BELOW.
The Site and all material published on the Site, including but not limited to text, photographs, video, text, graphics, music, sounds, messages, comments, ratings, and other materials, is owned by Bright Cellars or its licensors and is protected by copyright, patents, trademarks, trade secrets, and/or other proprietary rights, including under the United States copyright laws. Bright Cellars and its logos are trademarks of Bright Cellars and are protected by state and federal laws. All other trademarks appearing on this Site ("Marks") are trademarks of their respective owners. Users are prohibited from using any Marks without the written permission of Bright Cellars or such third party that may own the Marks. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit any of the content, in whole or in part, without Bright Cellars' prior written consent. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any aspect of the Site or Service. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may download content for your personal, non-commercial use only as provided in these Terms, provided that you keep intact all copyright and other proprietary notices. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us, or the copyright holder identified in the copyright notice contained in the content.
No License Granted
Except for allowing you to use the Site and Service for your personal use as set forth in the paragraph above, when you use the Site or Service, you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of Bright Cellars. You understand that you have no rights to the Service or any other Bright Cellars property except as indicated in these Terms.
You must be at least 21 years old or the age of majority in your state of residence, whichever is older to use the Service.
You may be able to access other websites or resources through links on the Site. Because Bright Cellars has no control over such sites and resources, you acknowledge and agree that Bright Cellars is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials available from such sites or resources. You further acknowledge and agree that Bright Cellars shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
You understand that you are personally responsible for your behavior while on the Site and agree to indemnify, defend and hold Bright Cellars, and its affiliates, business partners, and suppliers and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) that an Indemnified Party may incur arising out of or related to any products or services purchased by you in connection with the Site or the Service and in connection with a third-party claim or otherwise, in relation to your use of the Services or access to the Site, or your violation of either these Terms, applicable law, or the rights of any third party.
In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
Disclaimers of Warranties
YOU UNDERSTAND THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE OR SERVICE, ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT BRIGHT CELLARS AND ITS AFFILIATES, BUSINESS PARTNERS AND SUPPLIERS, MAKE NO WARRANTY THAT THE SITE OR SERVICE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT YOUR USE OF AND ACCESS TO THE SERVICE MAY BE AFFECTED BY THIRD PARTY ACTS AND OMISSIONS THAT ARE BEYOND BRIGHT CELLARS’ AND ITS AFFILIATES, BUSINESS PARTNERS AND SUPPLIERS CONTROL, AND THAT SUCH PARTIES WILL NOT BE RESPONSIBLE FOR YOUR ACCESS TO OR INABILITY TO USE THE SERVICE DUE TO SUCH THIRD-PARTY ACTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, BRIGHT CELLARS AND ITS AFFILIATES, BUSINESS PARTNERS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE AND SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRIGHT CELLARS OR ITS AFFILIATES, BUSINESS PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE SERVICES, EVEN IF BRIGHT CELLARS HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. BRIGHT CELLARS LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN BRIGHT CELLARS OR ITS AFFILIATES’, BUSINESS PARTNERS' OR SUPPLIERS' AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED TEN DOLLARS ($10).
Bright Cellars may suspend or terminate your subscription and your access to the Site or the Service, in whole or in part, at any time, immediately and without notice if, at Bright Cellars' sole discretion, you fail to comply with any of these Terms.
No Third-Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
Dispute Resolution – Mandatory Arbitration/Class Action Waiver
- General. In the interest of resolving disputes between you and us in the most expedient and cost-effective manner, subject to the Exceptions set forth in sub-section B below, you and we agree that any dispute arising out of or in any way related to these Terms or your use of the Site or Services, including without limitation, your receipt of text messages from us or our service providers will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms, or your receipt of text messages from Bright Cellars or its service providers whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND BRIGHT CELLARS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT DISPUTES SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
- Exceptions. Notwithstanding subsection (A) above, nothing herein will be deemed to waive, preclude, or otherwise limit the right of you or Bright Cellars to: (i) bring an individual (non-class) action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) file suit in a court of law to address an intellectual property infringement claim. In such case, any such action will be governed in all respects by the laws of the State of Wisconsin, without regard to any conflict-of-law provisions and brought, heard and resolved by a state or federal court located in Milwaukee County, Wisconsin, USA and the parties agree to submit to the personal jurisdiction of such courts for such purpose.
- Arbitrator. Any arbitration between you and Bright Cellars will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Messaging Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Bright Cellars. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice; Process. If you or Bright Cellars intends to seek arbitration, then the party seeking arbitration must first send a written notice of the dispute to the other party by U.S. Mail ("Notice"). Bright Cellars address for Notice is: 313 N. Plankinton Ave. Ste 207, Milwaukee, WI 53203, Attn: Dawn Miedler. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). You and Bright Cellars will make good faith efforts to resolve the claim directly, but if you and Bright Cellars do not reach an agreement to do so within 30 days after the Notice is received, you or Bright Cellars may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Bright Cellars must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- Fees. If you commence arbitration, Bright Cellars will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. If the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Bright Cellars for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. You and Bright Cellars agree that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from you or Bright Cellars made within 14 days of the arbitrator's ruling on the merits.
- No Class Actions. YOU AND BRIGHT CELLARS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Bright Cellars agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. Notwithstanding anything to the contrary in this Dispute Resolution Section, if Bright Cellars makes any future change to this Section, other than a change to Bright Cellars address for Notice, you may reject the change by sending us written notice within 30 days of the change to Bright Cellars address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Bright Cellars.
- Enforceability. If an arbitrator decides that applicable law precludes enforcement of any of the limitations above (addressing class, representative and consolidated proceedings) as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in court. If any other provision of this Section is found to be unenforceable, the applicable provision shall be deemed stricken and the remainder of this Section shall remain in full force and effect.
These Terms and policies incorporated herein are the entire agreement between you and Bright Cellars. They supersede any and all prior or contemporaneous agreements between you and Bright Cellars relating to your use of the Site or the Service. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. The failure of Bright Cellars to exercise any rights partially or fully, or the waiver of Bright Cellars of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by Bright Cellars or be deemed a waiver by Bright Cellars of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Bright Cellars under these Terms and any other applicable agreement between you and Bright Cellars shall be cumulative, and the exercise of any such right or remedy shall not limit Bright Cellars' right to exercise any other right or remedy.