Terms & Conditions

These Terms and Conditions (“Terms”) apply to the use of the Utopian Shift service (“Service” made available to you by Utopian Shift LLC (“Utopian Shift”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE UTOPIANSHIFT.COM WEBSITE. BY ACCESSING ANY PORTION OF THIS WEBSITE OR ANY SERVICES OFFERED WITHIN, YOU AGREE TO ACCEPT WITHOUT LIMITATION OR QUALIFICATION, AND BE BOUND BY ALL THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL THESE TERMS AND CONDITIONS, OR CANNOT COMPLY WITH THEM, PLEASE EXIT UTOPIANSHIFT.COM IMMEDIATELY.

ACCESSING THE WEBSITE VIA WEB ROBOT OR ANY OTHER MEANS, WHETHER INSTALLED BY YOURSELF OR A THIRD PARTY, IS CONSIDERED SITE USE AND BINDS YOU TO THESE TERMS AND CONDITIONS.

IT IS YOUR RESPONSIBILITY TO REGULARLY REVIEW THESE TERMS AND CONDITIONS, AS UTOPIAN SHIFT RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONGOING USE OF THIS WEBSITE FOLLOWING THE POSTING OF ANY SUCH CHANGES CONSTITUTES YOUR AGREEMENT TO ANY AND ALL SUCH CHANGES. WE RECOMMEND YOU REVIEW THESE TERMS AND CONDITIONS WHENEVER YOU ACCESS ANY PORTION OF THE UTOPIANSHIFT.COM WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY ALL THESE AMENDED TERMS AND CONDITIONS, YOU MUST EXIT UTOPIANSHIFT.COM IMMEDIATELY.


1. Authority

The Service is intended for use by people 21 years of age or older. Thus, by using the Service, you agree that you are at least 21 years. You also agree that you are fully competent and able agree to these Terms.


2. Purchasing Alcoholic Beverages

To purchase alcoholic beverages, you must be at least twenty-one (21) years of age. You agree that you will not order any alcoholic beverages unless you are at least twenty-one (21) years of age, and you will not purchase alcoholic beverages for anyone who is under the age of twenty-one (21). You will be required to present valid State or government-issued identification and proof of age when picking up your wine. You also agree that any alcohol purchased from Utopian Shift is intended for personal consumption and not for resale. If you do not agree with these conditions of use, please do not use this site.


3. Your Account

You will need to register to use parts of the Service. Utopian Shift may reject or require you to change, any account name, password, or other information you provide in the registration process. You are responsible for restricting access to any device you use to access this website. You are responsible for maintaining the confidentiality of your account information. You are responsible for all activities in connection with your account or password, including purchases. You agree to notify Utopian Shift of any suspected or confirmed security breaches related to your account. You agree to keep the account information you provide current and will update such information as needed for it to remain current. Should your account remain dormant, and show no transaction activity for at least twelve (12) consecutive months, we may automatically close your account and disable your access to the website.


4. Your Use of the Service

You agree that you will not:
•Damage, interfere with or harm the Service, or any network, or system underlying connected to the Service.
•Use any robot, spider, site search/retrieval application, or other automatic or manual method to retrieve website content, or reproduce or circumvent the navigational structure or presentation of the website, without Utopian Shift’s prior written consent. This includes the operators of public search engines.
•Reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Service in whole or in part.
•Use the Service for any illegal or fraudulent purpose.
•Frame or mirror any part of the Service.
•Systematically download and store content made available to you through the Service.
•Intentionally or knowingly violate any applicable law or regulation, agreement that you are bound by – including these Terms – nor the rights of any other party.


5. Copyright, Trademarks, and Intellectual Property Rights

Copyright © 2017 Utopian Shift LLC. All rights reserved. All information and content (including but not limited to logos, trademarks, music, video, photos, graphics, illustrations, and text) or other intellectual property contained in this website is owned by Utopian Shift LLC, and is protected by U.S. and international copyright laws, unless attributed to another source or in the public domain. Modifying, copying, creating derivative works, distributing, publishing, storing, selling, leasing, or licensing any part of the materials found on this site, or using any information or content contained in the website for commercial or public purposes is prohibited without the prior written permission of Utopian Shift LLC.


6. Choice of Law and Venue

These Terms shall be governed by, construed and enforced in accordance with the laws of the State of Texas excluding its conflict of laws provisions. You irrevocably agree that the sole and exclusive jurisdiction for any disputes arising from or related to these Terms or your use of the Service shall be litigated exclusively in the federal or state courts of Travis County, Texas. You and Utopian Shift agree to personal jurisdiction in the courts and waive any inconvenient forum, jurisdictional or venue objections to such court. 


7. Contacting Utopian Shift

If you have any questions or comments regarding the use of the Service or any of the information contained within, please contact us at wecare@utopianshift.com.


8. Security

We have implemented reasonable technical and organizational measures designed to secure your personal and other information from accidental loss and unauthorized access or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures and gain access to your information. You acknowledge that you provide your personal and other information at your own risk.


9. Product Information

At Utopian Shift, we strive to provide you with the most accurate product and service information possible. On occasion, producers may alter their product information and this may not be reflected on the Utopian Shift website. For additional information, or to resolve conflicting information about a product, please contact the producer directly. Neither Utopian Shift or its product producers assume any liability for inaccuracies, misstatements, or omissions. Always read product labels and warnings before consuming any product. Utopian Shift does not warrant or guarantee that the information on the Service is free of errors, and reserves the right to correct any errors and/or update product information at any time without notice or liability.


10. Product Availability and Pricing

Despite our best efforts, it is possible that there may be items available through the Service that have misrepresented availability or are mispriced. Should this happen, Utopian Shift will, at our sole discretion, either cancel your order and notify you your order has been cancelled, or contact you to offer you options and ask for your instructions. Utopian Shift is under no obligation to honor any erroneous price posted via the Service. Utopian Shift reserves the right to limit the availability of or change at any time, without notice, Service features, including product availability, prices, charges, and fees. Utopian Shift also reserves the right to bar any user from making purchases or use any services we offer.


11. Order and Quantity Limitations

Utopian Shift may, at our own discretion, limit or cancel quantities purchased per person, per household or per order, and reserve the right to reject any order you place with us. These restrictions may include orders placed by the same credit card, and orders that use the same billing address. In the event we make a change or cancel an order we will notify you of the change or cancellation. 


12. Privacy

Your use of the Service is subject to the Utopian Shift Privacy Policy. (For more detailed information, see the Privacy Policy tab below.)


13. Privacy of Children

The Service is intended for use by people 21 years of age or older. We do not knowingly collect any personal information from children under the age of 13. If you suspect that we may have collected information from your child, please contact us immediately atwecare@utopianshift.com and we will work to remove that information.


14. Suspension or Termination

Without limiting the Warranty Disclaimer and Limitation of Liability sections of these Terms, we may suspend or terminate you access to the Service, and/or close your account, for any reason, upon notice to you, including if you have violated these Terms, pose an unacceptable credit or fraud risk, or engage in illegal conduct. Upon such suspension or termination, you must immediately stop using the Service. In the event of termination, we additionally reserve the right to delete all your account information stored in our systems. Utopian Shift will not be liable to you for compensation, reimbursement, or damages in connection with your use of the website or any such suspension, termination, or deletion of information.


15. General

You are responsible for obtaining, maintaining, and paying for all hardware, software, telecommunications, or other software needed to use the Service.

These Terms, including any policies (such as the utopianshift.com Privacy Policy) made part of these Terms through a reference via link, represents the entire agreement between you and Utopian Shift and supersedes any and all previous agreements with respect to your use of the utopianshift.com website.

If a court of competent jurisdiction finds any provision within these Terms to be invalid or unenforceable for any reason, the provision found to be invalid or unenforceable will still be enforced to the fullest extent permitted by applicable law. In addition, such invalidity or unenforceability shall not affect the remaining provisions within the Terms which shall continue in full force and effect.

Should Utopian Shift delay in exercising, partially exercise or fail to exercise any provision or right of these Terms, this does not constitute a waiver of such provision or right.


16. Limitation of Liability

TO THE FULL EXTENT PERMITTED BY LAW, UTOPIAN SHIFT OR ANY OF ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSSES, INJURIES OR DAMAGES, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE UTOPIAN SHIFT SERVICE, OR FROM ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION MADE AVAILABLE TO YOU THROUGH THE UTOPIAN SHIFT SERVICE.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UTOPIAN SHIFT HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS DESCRIBED HEREIN WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS.

YOU AGREE THAT YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST UTOPIAN SHIFT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE UTOPIAN SHIFT SERVICE, OR FROM ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION MADE AVAILABLE TO YOU THROUGH THE UTOPIAN SHIFT SERVICE.

SHOULD YOU BE DISSATISFIED WITH THE UTOPIAN SHIFT SERVICE, OR ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION MADE AVAILABLE TO YOU THROUGH THE UTOPIAN SHIFT SERVICE YOUR ONLY AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE UTOPIAN SHIFT SERVICE. THIS ONLY AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS UTOPIAN SHIFT’S LIABILITY OR YOUR REMEDIES UNDER THESE TERMS AND CONDITIONS.

IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF UTOPIAN SHIFT OR ANY OF ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO TEN US DOLLARS ($10).

NOTHING IN THESE TERMS AND CONDITIONS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS AND CONDITION.


17. Warranty Disclaimer

THE FOLLOWING DISCLAIMER IS AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS.

THE UTOPIAN SHIFT SERVICE AND ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION, FOUND ON THE WEBSITE OR MADE AVAILABLE TO YOU VIA THE UTOPIAN SHIFT SERVICE, ARE PROVIDED BY UTOPIAN SHIFT ON AN “AS IS” AND “AS AVAILABLE BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, UTOPIAN SHIFT DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT AS TO THE ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION FOUND VIA THE UTOPIAN SHIFT SERVICE.

UTOPIAN SHIFT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF UTOPIAN SHIFT SERVICE OR THE MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION INCLUDED VIA THE UTOPIAN SHIFT SERVICE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE UTOPIAN SHIFT SERVICE.

UTOPIAN SHIFT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE UTOPIAN SHIFT SERVICE, ITS SERVER(S), INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, OR ANY ELECTRONIC COMMUNICATIONS FROM UTOPIAN SHIFT ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, UTOPIAN SHIFT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED VIA THE UTOPIAN SHIFT SERVICE. PRODUCT PROVIDERS MAY PROVIDE THEIR OWN LIMITED WARRANTIES OR REPRESENTATIONS REGARDING THEIR PRODUCTS. THIS DISCLAIMER DOES NOT APPLY TO ANY SUCH PRODUCT WARRANTIES OR REPRESENTATIONS.

BY USING THE UTOPIAN SHIFT SERVICE, YOU EXPRESSLY AGREE THAT YOUR USE OF THE UTOPIAN SHIFT SERVICE, AND ANY MATERIALS, PRODUCTS, SERVICES, CONTENT, AND INFORMATION FOUND VIA THE UTOPIAN SHIFT SERVICE IS COMPLETELY AT YOUR OWN RISK.


18. Indemnification

You agree to defend, indemnify and hold harmless, Utopian Shift and any of its members, officers, directors, employees, agents, vendors, and suppliers, from and against any and all claims, liabilities, investigations, inquiries, costs, damages, expenses (including reasonable legal fees and expenses), arising from, or related to, your use of the utopianshift.com website (including, but not limited to, any content submitted or transmitted through the website by you), or any breach by you of these Terms.


19. Changes to Terms and Conditions

Utopian Shift reserves the right to change, modify, add, or remove any portion of these Terms, at any time. Changes in the Terms will be effective immediately when posted to the Service. Your continued use of the Service after any changes to the Terms are posted will be considered your agreement to any and all such changes, and your acceptance of the revised Terms in their entirety. 


20. Service Modifications

Utopian Shift reserves the right to modify any of the Service content or structure, at any time. By using the Service, you agree in advance to accept any and all such modifications.


21. Jurisdictional Issues

The Service is operated in the United States and is not intended for use in any jurisdictions other than the United States, and thus is not intended to subject Utopian Shift to any non-U.S. jurisdiction or law. The use of the Service is at your own risk and you must comply with all applicable laws, rules, and regulations in doing so. Utopian Shift may limit the website’s availability at any time to any person or jurisdiction that we choose.
22. NextSeed Investor Information
Here's a link to our annual report for 2017:
https://www.sec.gov/Archives/edgar/data/1701604/000172409118000002/document.pdf