1.1 Our NFTs. NFTs that we provide:
- may, where expressly stated in the description of such NFTs, include additional functionality,
content, or subscription access to goods, services and/or experiences;
- may be unique or part of a limited series, or redeemable only once;
- may include the ability to redeem an electronic certificate for goods, services and experiences,
which may be unique or part of a limited series, or redeemable only for a specified number or
amount of goods, services and experiences;
- may be subject to additional terms or qualifications as stated in the description of the NFT; and
- are subject to applicable laws as in effect from time to time.
1.2 Ownership of NFTs
“Own” means your rights with respect to an NFT you have purchased or
otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded
on the applicable blockchain. You agree, in relation to any NFT that you Own, that you Own that
NFT in accordance with any description which accompanies that NFT. Issuer may, at its option,
use third party platforms or wallet extensions (which may be owned or operated by third parties)
to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or
privacy policies applicable to the use of any Third Party Sites.
UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, AN
NFT THAT YOU OWN WILL BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE
SUBJECT TO THESE NFT TERMS. NFTS THAT WE PROVIDE ARE UTILITY TOKENS
TIED TO UNIQUE GOODS, SERVICES AND EXPERIENCES. YOU SHOULD NOT
PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION.
THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE,
TRANSFERABILITY OR MARKETABILITY.
1.3 Ownership of Creative Materials.
You acknowledge and agree that Issuer (or, as applicable,
its licensors) own all rights, title and interest in and to any artwork, designs, drawings, photographs,
labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas and other creative
materials that may be associated with any NFT that you Own (collectively, “Creative Materials”),
and all intellectual property rights therein. The rights that you have in and to the Creative Materials
are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and
Restrictions.” Notwithstanding any purchase of NFTs, all right, title, and interest in the Issuer
Intellectual Property (as defined below), including the Creative Materials and other Issuer
Intellectual Property incorporated in any NFTs (including NFTs that you Own) and including all
copyrights, trademarks, and other intellectual property rights therein, are held by Issuer or its
licensors, and you agree not to infringe, violate or misappropriate those exclusive rights.
1.4 Risks of NFTs.
Once you Own any NFT, you are responsible for any loss or damage to, or
loss of access to, the NFT and neither Issuer nor any of its licensors shall have any liability in such
circumstances, regardless of cause. You expressly understand and agree that your use of the
Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is”
and “as available.”
1.5 Terms of Sale.
All sales of NFTs are final. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs using real or virtual/cryptocurrency, where multiple payment options are made available to you. You may resell or otherwise transfer an NFT that you Own where this is permitted by these NFT Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these NFT Terms. You are strictly forbidden to sell, swap, donate, give away, transfer, or otherwise dispose of your purchased NFT to any person who is not twenty-one (21) years or older. You agree to comply with the Constellation Brands Global Code of Responsible Practices in Beverage Alcohol Marketing and Advertising (the “Code”), available at www.cbrands.com at all times, including, without limitation, when commenting on, purchasing, showcasing, offering for sale, swapping, selling, giving away, altering or creating derivative works (only to the extent permitted) or otherwise dealing with NFTs or using the Platform. Any and all use of NFTs on social media websites and on any websites or in (electronic) media must comply with the Code. Removal of responsible drinking messages included in our NFTs is prohibited. We expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of non-compliance with the foregoing.
1.6 NFT Offering 1.0 (December, 2021).
1.6.1 Limited Edition.
Our sale of NFTs pursuant to these NFT Terms being launched in
December, 2021 will be capped at 1,966 NFTs, each with a unique design featuring artwork
based upon the traits of three wines, as follows:
||Number of NFTs & Bottles
||Mondavi Red + Platinum
|Thomas Rivers Brown
||Mondavi Red + Gold
We reserve the right to issue new NFTs and related goods and experiences in the future.
Each NFT will be priced at $3,500 (or the equivalent value in ethereum (ETH) as
determined by us in our sole discretion and displayed on the Platform at the time of purchase),
inclusive of all applicable NFT minting and “gas” costs, excise taxes and U.S. domestic shipping.
Additional sales tax may be charged.
1.6.3 Wine and Experience.
Each NFT will include (a) the right to receive one (1) bottle of
RMWxBernardaud wine (the “Wine”), and (b) admittance for four (4) individuals to attend an
estate tasting at the To Kalon® Vineyard at the Robert Mondavi Winery, Oakville, California (a
“To Kalon® Tasting”).
1.6.4 Redemption Process: Wine.
Each NFT includes a certificate that may be redeemed for the Wine beginning on September 30, 2022 and ending December 31, 2022 (the “Wine Redemption Period”), by visiting the Platform to confirm your election to redeem the certificate and to verify your age and shipping address and certain other details. If you do not make a redemption election within the Wine Redemption Period, then the Wine will be shipped to the address of the original purchaser of the NFT, following the Wine Redemption Period, without refund or other compensation. If you direct us to ship Wine to an Ineligible Address State or a Non-U.S. Address (each as defined in Section 2.1), we have no obligation to do so. Our obligations hereunder are subject to Section 2. You acknowledge and agree that the Wine is intended for personal consumption and may not be resold to any person or entity holding a license to resell wine at retail.
1.6.5 Redemption Process: To Kalon® Tasting
Each NFT includes a certificate that may be
redeemed for the To Kalon® Tasting beginning on September 30, 2022 and ending September 29,
2023 (the “To Kalon® Tasting Period”), by visiting the Platform to confirm your election to
redeem the certificate and reserve your To Kalon® Tasting using the Robert Mondavi Winery
reservation system (subject to availability of your desired date). Please note that other costs of
participation in the To Kalon® Tasting, such as travel, lodging and food, are not included. If you
do not make a redemption election for a date within the To Kalon® Tasting Period, then the right
to attend a To Kalon® Tasting will lapse, without refund or other compensation.If you direct us to ship Wine to an Ineligible Address State or a Non-U.S. Address (each as defined in Section 2.1), we have no obligation to do so. Our obligations hereunder are subject to Section 2. You acknowledge and agree that the Wine is intended for personal consumption and may not be resold to any person or entity holding a license to resell wine at retail.