Terms & Conditions

TERMS OF USE – Updated November 2021 

1.  This Agreement governs your use of this web site (www.southbridgenapavalley.com) (“Site”). This Site is available only to individuals and entities that can form legally binding contracts under applicable law. You must be eighteen (18) years of age or older to reserve accommodations on this Site. Any such reservation is subject to the terms of the reservation, which are separate from these Terms of Use. 
2. The content and information displayed on this Site is the copyrighted property of Sulphur Creek Associates II L-PSHIP, d/b/a Southbridge Napa Valley (“Southbridge”), hereafter referred to as “we,” “our” or “us,” or third party licensors. The downloading, reproduction or retransmission of Site material is prohibited. All trademarks, service marks, trade names and trade dress are proprietary to us. No license to or right in any of the foregoing is granted to or conferred upon you. 
3. By using this Site, you are accepting all of the terms and conditions set forth below. If you do not agree to each and all of these terms and conditions, please do not use the Site. We reserve the right, at our discretion, to change and/or modify portions of these terms at any time without notice and, unless otherwise indicated, such changes will become effective immediately; therefore, it is your responsibility to check theses terms periodically for changes. 
4. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of our Site, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our Site pages or the content contained herein, or frame, mirror or otherwise incorporate any part of this Site into any other website, without the prior express written consent from an authorized Southbridge representative. You may not reproduce, decompile, modify, or otherwise use the Site or its underlying source code for any purposes other than for its intended use by Southbridge. You may not use the site for testing, analysis, or other similar purposes without our express approval. You may not use any meta-tags or any other “hidden text” utilizing Southbridge’s name, portion thereof, abbreviation, or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by these Terms and Conditions. Contact info@southbridgenapavalley.com for requests involving any of the uses in this section. 
5. You agree that you will make only legitimate reservations in good faith for use by you and your invited guests only, and not for other purposes, including without limitation, reselling, impermissibly assigning or posting on third party websites, or making speculative, false or fraudulent reservations, or any reservation in anticipation of demand. 
6. By using this Site, you agree that you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, device or online account, and any account information saved thereon; and you agree to accept responsibility for all activities that occur under your account or password.  
7. “Forum” means a photo/message board, chat area, or e-mail function offered as part of the Site.  If you participate in a Forum within the Site, if applicable, you must not:  (i) defame, abuse, harass or threaten others; (ii) make any bigoted, hateful or racially offensive statements; (iii) advocate illegal activity or discuss illegal activities with the intent to commit them; (iv) post or distribute any material that infringes and/or violates any right of a third party or any law; (v) post or distribute any vulgar, obscene, discourteous or indecent language or images; (vi) advertise or sell to, or solicit others; (vii) use the Forum for commercial purposes of any kind other than to facilitate a transaction on the Site; (viii) post or distribute any software or other materials which contain a virus or other harmful component;  (ix) post material or make statements that do not generally pertain to the designated topic or theme of any chat room or bulletin board; or (x) post the personal information of any other person without their express consent. You shall remain solely responsible for the content of your messages and shall indemnify and hold us harmless for the content of such messages. We reserve the right to remove or edit content from any Forum at any time and for any reason. By uploading materials to any Forum or submitting any materials to us either directly or indirectly, you automatically grant (or warrant that the owner of such materials expressly granted) us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called “moral rights” in those materials have been waived. Southbridge is not responsible for the content of materials on any Forum or any other third-party content created by any person other than Southbridge that may be accessed via the Site. 
8. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to our Designated Agent. Notification must be submitted to the following Designated Agent: Marcelle Adderley, Sulphur Creek Associates, II-PSHIP, d/b/a Southbridge Napa Valley, 1020 Main Street, St. Helena, CA 94574, 707-967-9400, info@southbridgenapavalley.com. To be effective under the law, the notification must be a written communication that includes the following:  

   • A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

   • Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works, a representative list of such works; 

   • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; 

   • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; 

   • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

   • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

9. YOU AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SOUTHBRIDGE INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. To the maximum extent permitted by law, we, our employees, agents and contractors and third parties connected to us hereby expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Site or in connection with the use, inability to use, or results of the use of our Site, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law. 
10. With respect to all communications you make to Southbridge including but not limited to feedback, questions, comments, suggestions and the like; (a) you shall have no right of confidentiality in your communications and Southbridge shall have no obligation to protect your communications from disclosure; (b) Southbridge shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (c) Southbridge shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information. The above is limited only by our commitment and obligations pertaining to your personal information (See Privacy Policy). 
11. The Site may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to your transaction. Southbridge shall not assume responsibility or liability for such inaccuracies, errors or omissions, and shall have no obligation to honor reservations or information affected by such inaccuracies. Southbridge reserves the right to make changes, corrections, cancellations and/or improvements to the Site information, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction. 
12. If you choose to leave this Site via links to other non-Southbridge sites, including those of advertisers, Southbridge is not responsible for the privacy policies or terms of use of those sites. In addition, Southbridge has no control over such sites and resources. You acknowledge and agree that Southbridge is not responsible for the availability or such external sites or resources and does not endorse, and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. We reserve the right to disable links from any third party sites to the Site. 
13. Southbridge is not responsible for telephone, electric, electronic, network, internet, computer, hardware or software program malfunctions, failures, delays or difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected, mutilated or postage due mail, form postings, connections, messages or entries, or the security of any and all such matters. Further, we are not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Site or by any technical or human error which may occur in the processing of any information related to the Site. We are not liable for any injury, loss or damage to your computer or interception or use of credit card information, related to or resulting from use of the Site or any sites, services or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss claim or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks. 
14. You hereby indemnify, defend and hold us, our owners, partners, subsidiaries, affiliates and each of such person’s or entities’ officers, directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permittees and employees (“Indemnified Parties”) harmless from and against any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatever nature (including reasonable attorneys’ and accountants’ fees) arising out of or in any way connected with this Agreement, the services or products provided to you by the Site or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of Southbridge or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws. 
15. This is a United States website and is subject to the laws of the United States. Southbridge will disclose any information regarding the use of this Site including personal information pertaining to you without your permission when required by law, or in good faith belief that such action is necessary to investigate or protect against harmful activities to Southbridge, its guests, visitors, associates, or property, or to others. 
16. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the terms of this Agreement shall be filed only in the United States District Court for the Northern District of California, or if there is not federal jurisdiction over the action, in the courts of California, located in Napa. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 
17. You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein and shall not be modified except as otherwise set forth herein. No waiver of any term, provision or conditions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute a waiver of any other term, provision or condition hereof, whether or not similar, nor shall any waiver constitute a continuing waiver of any such term, provision or party making the waiver. You agree that you will execute and deliver to us, in recordable form if necessary such further documents, instruments or agreements, and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Agreement.