Terms of
Service

These Terms of Service ("Terms") govern 123retention and the related 123Commerce website and support services (the "Services"). The Services are operated by Lava Labs, LLC under the 123Commerce brand ("we," "us," or "our").

By installing, configuring, or using 123retention on behalf of a winery or other organization, you agree to these Terms for that organization and represent that you have authority to bind it. "You" and "your" refer to that organization and its authorized users, as applicable. If you do not agree or lack that authority, do not install or administer the service.

Club members use the winery's existing Commerce7 experience. These Terms do not replace the winery's membership terms, require a separate consumer account with us, or make a member responsible for a winery's subscription to 123retention. Our Privacy Policy explains how information is handled. Nothing in these Terms limits privacy or other rights that cannot be waived under applicable law.

123retention lets an eligible winery offer members a temporary membership hold during cancellation, submit the action the member selects through Commerce7, and view basic service reporting. Available features depend on the winery's configuration, Commerce7 permissions and functionality, and the membership's current state.

The winery authorizes the integration and installation of the website snippet. Staff access is verified through Commerce7 administration, and member access is verified through the winery's existing Commerce7 session. You are responsible for keeping those accounts secure and promptly reporting suspected unauthorized access.

Installation does not create a separate consumer account or automatically link a member to another service. Some winery and club configuration may be shared with other services you separately enable from us. Authorized changes to shared settings can affect those services; the permitted uses of member information remain limited by the applicable privacy notices.

You must have authority to connect the Commerce7 account, configure club settings, and install the snippet on the applicable website. Only authorized staff may administer the service. You are responsible for your membership policies, the options you make available, customer-facing notices, and the information and instructions needed to process requests lawfully.

Members select their own requested action. The service verifies access and eligibility and submits that selection subject to the winery's configuration and Commerce7's rules. A displayed offer or submitted request does not guarantee successful processing. For time-sensitive requests, the winery and member should confirm the result in the winery's records.

Processing windows, release schedules, existing holds, winery rules, or provider failures may prevent or delay an action. A pause or cancellation request may not affect charges or shipments already being processed. The winery's records and membership terms control its relationship with the member.

We provide a software interface. We do not sell wine, fulfill shipments, act as merchant of record for wine purchases, or hold an alcohol license for the winery's sales. The winery is responsible for its products, pricing, membership terms, inventory, fulfillment, refunds, age verification, taxes, shipping eligibility, and applicable alcohol laws. Member-facing features are intended for adults age 21 or older.

The winery's subscription to 123retention is separate from members' wine purchases and membership charges. Any subscription price, billing frequency, trial or discount terms, refund terms, and applicable taxes are disclosed at purchase or in a separate written order. These Terms do not introduce a price or billing arrangement that was not disclosed there.

When purchased through Commerce7, subscription billing is handled through Commerce7 under the price and billing terms presented there. Any price change follows the applicable billing channel’s notice and acceptance requirements. Follow the cancellation instructions for the channel through which you purchased the subscription. A subscription billed separately must also be canceled through that billing channel; removing a website snippet alone does not communicate a subscription cancellation.

123retention does not collect or store full payment-card numbers or CVV codes. The winery and its providers handle member charges, wine refunds, and related disputes.

We process club-member information on the winery's behalf to carry out and confirm requested membership actions, provide basic reporting to that winery, maintain necessary security and action records, resolve service issues, and fulfill legal obligations. Our Privacy Policy describes the information, purposes, recipients, retention, and request process.

Installation does not authorize advertising, unrelated marketing, consumer discovery recommendations, cross-winery benchmarking, model training, or consumer profiling using club-member information. You may not submit information you lack authority to provide or use the Services to infringe another person's privacy or other rights.

Processing on your behalf

The winery determines the purposes of its member processing; we act as its service provider or processor. Your settings, members’ selected requests, and lawful support instructions are our documented instructions for the purposes listed above, including processing health- or pregnancy-related cancellation reasons. Processing continues only as needed for these purposes and the retention periods described in the Privacy Policy.

• We will not sell or share member information for behavioral advertising, use it outside this relationship, or combine it with unrelated information, except as applicable law permits and consistently with our stated purpose limits.
• We will maintain reasonable security, restrict access to personnel subject to confidentiality duties, and require service providers handling member information to follow applicable written data-protection obligations. You authorize the providers described in the Privacy Policy to support these purposes.
• We will assist with applicable privacy requests, deletion or return instructions, and other legally required compliance measures, taking account of the processing and information available to us. Legally required retained records remain protected.
• We will notify the winery without undue delay after confirming unauthorized access to its member information, and notify it if we determine we cannot meet applicable data-protection obligations.
• The winery may take reasonable and appropriate steps to verify compliance and, on notice, stop and remedy unauthorized use. We will provide information and cooperation required by applicable privacy law.

Reports describe observed service activity and confirmed membership actions. A pause selection or completed hold does not establish that a member has been retained, will resume purchasing, or would otherwise have canceled. We do not guarantee a reduction in cancellations, future purchases, or revenue results.

The Services depend on systems including Commerce7, Google Cloud and Firebase, Vercel, and relevant analytics, communications, and billing providers. Those systems may change functionality, experience outages, or delay or reject requests. We do not control their availability or their own terms and privacy practices.

We may communicate with authorized winery staff about installation, support, security, billing, and operation of the service. Using 123retention does not subscribe club members to our marketing communications. The winery or Commerce7 may send its usual confirmations under its own settings and policies. Delivery and timing depend on those systems and their providers.

You agree not to misuse the Services, including by:

• Accessing another winery's or member's information without authority, impersonating another person, or submitting unauthorized requests.
• Interfering with the Services, bypassing access controls or rate limits, introducing malicious code, or attempting to obtain credentials.
• Scraping, reverse engineering, or using automated access outside the functions and integrations we authorize, except where applicable law permits otherwise.
• Submitting unlawful content, violating third-party rights, or using the Services in violation of applicable law or Commerce7's requirements.

We may suspend or restrict access when reasonably necessary to address misuse, security risks, provider restrictions, or violations of these Terms.

We and our licensors own the Services and their content, subject to third-party rights. Winery names, logos, member records, and other winery-provided materials remain subject to their respective owners' rights. You authorize us to process the information and materials you provide only as necessary to perform the Services and as described in the Privacy Policy. This does not expand the permitted uses of club-member information.

You may uninstall through Commerce7 and should remove the snippet from your website when the integration is no longer used. Uninstalling revokes service access. It does not cancel a member's wine-club membership, reverse a completed request, remove a hold already recorded in Commerce7, or disable another service you separately use.

Existing reporting, action history, and records are handled under the Privacy Policy. Uninstalling is not an automatic data-deletion request. Contact the applicable winery or support@123commerce.co for a privacy request. Subscription cancellation is addressed in Section 4.

We may add, modify, suspend, or discontinue features or integrations, subject to applicable law and any separate written commitments. Termination does not affect rights or obligations that arose beforehand, including payment obligations, privacy and data-use limits, intellectual-property rights, disclaimers, liability limits, and dispute provisions that by their nature continue to apply.

To the fullest extent permitted by law, the Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied. We do not guarantee uninterrupted or error-free access, compatibility with every website or provider workflow, successful or immediate processing of every request, timely notifications, or any particular commercial result.

The winery remains responsible for its membership decisions, records, charges, shipments, and customer relationship. These disclaimers do not limit rights or warranties that cannot lawfully be excluded.

To the fullest extent permitted by law, we will not be liable for indirect, incidental, special, consequential, or exemplary damages arising from the Services or these Terms.

To the fullest extent permitted by law, our total aggregate liability for claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) $100 or (b) the total subscription fees you paid for 123retention, directly or through Commerce7 on our behalf, in the twelve months preceding the claim. Wine purchases and winery membership charges are not payments to us for this purpose.

These limits include claims arising from provider failures, lost or delayed data, failed or duplicate submissions, delayed notifications, interrupted access, or reliance on reports, subject to any liability that applicable law does not permit us to limit.

To the extent permitted by law, the winery or organization using the Services agrees to indemnify, defend, and hold harmless Lava Labs, LLC and its officers, directors, employees, and agents against third-party claims, damages, losses, liabilities, and reasonable expenses arising from its misuse of the Services, unauthorized processing instructions or submissions, violation of these Terms or applicable law, or infringement of third-party rights. This organization obligation does not make individual club members responsible for the winery's subscription or administration.

These Terms are governed by California law, without regard to conflict-of-law rules. Subject to rights and requirements that cannot be waived, disputes arising from these Terms or the Services are subject to the exclusive jurisdiction and venue of state and federal courts in California.

These Terms, the Privacy Policy, and any applicable written order constitute the agreement concerning these Services. A separate written agreement controls where it expressly changes these Terms for its subject matter. If a provision is unenforceable, the remaining provisions continue to apply. Failure to enforce a provision is not a waiver.

You may not assign these Terms without our prior written consent. We may assign them in a merger, acquisition, or sale of the relevant business or assets, subject to applicable law and the Privacy Policy. These Terms do not create a partnership, joint venture, employment, or general agency relationship. We are not responsible for delays caused by circumstances beyond our reasonable control, subject to applicable law.

You agree to receive these Terms and service notices electronically. Nothing in these Terms waives mandatory consumer or privacy protections.

We may update these Terms by posting a revised version and effective date. Material changes will be communicated by posting and, where appropriate or required, through the service, email, or other reasonable notice. Changes take effect on the stated date, except where additional agreement is required by law. Updates do not expand the use of previously collected member information contrary to applicable privacy commitments or law.

Questions about these Terms or the service? Contact Lava Labs, LLC, operator of 123retention under the 123Commerce brand, at support@123commerce.co.