Terms of Service

These Terms of Service ("Terms") govern your use of CellarList, a marketplace operated by CellarList, Inc. ("CellarList," "we," "us," or "our") that connects wine collectors, restaurants, and diners. By creating an account, joining our waitlist, or otherwise using the service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the service.

We may update these Terms from time to time. Material changes will be communicated by email or in-product notice before they take effect. Continued use of the service after a change becomes effective means you accept the revised Terms.

You must be at least 21 years old — the federal minimum drinking age in the United States — to create an account or use the service. CellarList's MVP launch market is the United States; if you live outside the United States, the service is not designed for you and you use it at your own risk.

Each person may hold a single individual account. Restaurant and collector organizations operate through organization accounts that may have multiple individual members; team-member seats are governed by the inviting organization's billing terms.

CellarList is a three-sided marketplace. Wine collectors consign bottles to participating restaurants; restaurants list those bottles on their wine programs; diners discover and reserve bottles to drink at the restaurant.

CellarList does not sell alcohol to diners. The app displays restaurant wine availability. Final sale, age verification, service, and payment happen at the restaurant.

CellarList is not an alcohol retailer, distributor, importer, or licensee. Every bottle is sold by a licensed restaurant under that restaurant's own license, on that restaurant's premises, to an in-person guest of the restaurant. A diner who reserves a bottle on CellarList is expressing interest in drinking that bottle on a future restaurant visit; no sale is consummated until the diner is present at the restaurant and the restaurant elects to serve.

When a diner reserves a bottle through CellarList, the reservation is an interest signal, not a purchase. The restaurant may, at its sole discretion, accept and hold the bottle, decline the reservation, or substitute. The diner is not charged through the CellarList app for the bottle or for any food, tax, or gratuity associated with the visit.

Payment for the bottle, along with any other restaurant charges, happens at the restaurant at the time of service. The restaurant is solely responsible for verifying the diner's age at point of service, confirming the diner's intent to consume responsibly, and otherwise complying with applicable alcohol-service law.

CellarList provides participating restaurants with a software subscription, a discovery surface, and a consignment-handling workflow. Restaurants subscribe under separate billing terms communicated at sign-up. Use of the service is conditioned on the restaurant maintaining valid, current alcohol-service licensing for each location where consigned bottles are stored or served.

Restaurants are solely responsible for verifying each diner's age at point of service, refusing service where appropriate, and complying with the alcohol-service laws of the jurisdiction in which the restaurant operates. CellarList does not pre-clear individual diners and makes no representation that any individual diner is of legal drinking age.

Restaurants accept consigned bottles on terms negotiated through the in-app consignment workflow, including listing price and split. The restaurant is the seller of record to the diner at the point of service.

Wine collectors who consign bottles to a participating restaurant retain ownership of those bottles until the restaurant records a sale to a diner. Until that point, the bottles are held by the restaurant on consignment under the workflow described in the in-app consignment record.

Payouts to collectors are processed through Stripe Connect, which is governed by its own terms of service. Collectors must complete Stripe's identity verification and bank-account linking before payouts can be released. Collectors are responsible for the accuracy of provenance information they provide for each bottle, and for any taxes due on payouts received.

CellarList enforces strict collector anonymity: a collector's personal identity is not disclosed to diners, and is disclosed to the restaurant where a bottle is stored only at the point that bottle is reserved for service by a diner.

CellarList collects a platform fee on each sale of a consigned bottle to a diner. The platform fee is computed at sale time from the restaurant's collected sale proceeds, before the remaining proceeds are split between the collector and the restaurant according to the agreed split tier for the bottle's listing. The split tier is recorded in the in-app consignment record and is visible to both the collector and the restaurant before consignment.

Tax and gratuity collected by the restaurant are not part of the marketplace split and are retained by the restaurant for the account of the relevant taxing authority and service staff.

Restaurants collect payment from diners directly, at the restaurant, by the restaurant's own means (credit card terminal, POS, cash, etc.). CellarList does not process diner payments.

CellarList uses Stripe and Stripe Connect to process platform fees and collector payouts, and Stripe Financial Connections to verify bank-account ownership during account setup. Your use of those Stripe products is also subject to Stripe's terms of service and privacy policy; you authorize CellarList to share the information necessary to operate Stripe Connect on your behalf.

If a collector, restaurant, or diner believes that a recorded transaction is inaccurate — wrong bottle, wrong price, missing inventory — they may open a dispute through the in-app dispute workflow. Disputes are mediated by CellarList's operations team. CellarList may withhold settlement of a contested payout until the dispute is resolved.

CellarList's dispute decisions are intended to be a practical resolution between marketplace participants and are not a substitute for legal process available to any party.

You retain ownership of the content you submit to CellarList — bottle listings, restaurant profiles, photographs, descriptions. You grant CellarList a worldwide, non-exclusive, royalty-free license to host, display, reproduce, and distribute your content for the limited purpose of operating, marketing, and improving the service.

You represent that you have the rights necessary to grant this license, that your content does not violate applicable law or anyone's intellectual-property or privacy rights, and that you will not submit content that promotes unlawful activity.

You agree not to: scrape, crawl, or extract data from CellarList by automated means; impersonate another person or organization; misrepresent your age; submit fraudulent reservations or fake bottle listings; reverse engineer, decompile, or interfere with the operation of the service; or use the service for any purpose that violates applicable law, including state and federal alcohol law.

We reserve the right to suspend or terminate accounts that violate this acceptable-use clause, with or without notice.

You may close your account at any time through the account settings or by contacting us. CellarList may suspend or terminate your access to the service, in our reasonable discretion, for violation of these Terms, for risk to other marketplace participants, or for legal or regulatory reasons. We will attempt to give reasonable notice when practical. Sections intended to survive termination — payment obligations, content licenses already exercised, dispute resolution, limitations of liability, indemnification, and governing law — survive termination.

The service is provided on an "as is" and "as available" basis. CellarList disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. CellarList does not warrant that any specific bottle will be available at any specific time, that any reservation will be honored, that any payout will clear on a specific date, or that the service will be uninterrupted.

To the maximum extent permitted by law, CellarList's aggregate liability for any claim arising from or related to the service will not exceed the greater of (a) the platform fees you paid to CellarList in the twelve months preceding the claim, or (b) one hundred U.S. dollars. CellarList will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or business interruption.

You agree to defend, indemnify, and hold harmless CellarList, its officers, directors, employees, and agents from any claim, damage, loss, or expense (including reasonable attorneys' fees) arising from: (a) your use of the service; (b) your violation of these Terms; (c) your content; or (d) your violation of any third-party right, including any intellectual-property, privacy, or alcohol-service-law obligation. Restaurants specifically indemnify CellarList against claims arising from alcohol service that is the restaurant's responsibility under applicable law.

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising under these Terms that is not subject to arbitration under §16 shall be brought exclusively in the state or federal courts located in the County of New York, and you consent to personal jurisdiction in those courts.

Disputes between you and CellarList that are not resolved through the usual customer-support channels will be handled in accordance with applicable law in the venue identified in §15. Specific arbitration provisions and any class-action provisions are being finalized; we will update this section before relying on it in any specific dispute.

We will notify users of material changes to these Terms via email or in-product notice prior to the effective date of the change. Non-material changes — for example, clarifying language, fixing typographical errors, or updating contact information — may be made without notice. Continued use of the service after a material change becomes effective means you accept the change.

Questions about these Terms can be sent to legal@cellarlist.com. TODO: confirm the legal contact address and registered office once counsel review is complete.