1. Acceptance of the Terms and Conditions of Use

These Terms and Conditions of Use (these “Terms”) are entered into by and between you and Terlato Wine Group Ltd., and all of its affiliated entities or brands (collectively, “TWG”, “We”, “Us”, or “Our”).

You agree to these Terms when you click “I Accept” or other similar language, or when you access, use, register for, or obtain products (the “Products”) or services (the “Services”) through TWG and its related websites and applications owned or operated by or on behalf of TWG, including through the secure order process on these websites or other websites and applications provided by or on behalf of TWG (collectively the “Websites”).

Certain Websites may permit you to purchase Products directly from TWG, while other Websites may direct you to third-party websites or platforms (each, a “Third-Party Sales Site”) to complete your purchase.

Purchases made through a Third-Party Sales Site are subject solely to the terms and conditions, policies, and practices of that Third-Party Sales Site, and TWG assumes no responsibility or liability with respect to such purchases, including payment processing, order fulfillment, shipping, delivery, returns, refunds, or customer service.

TWG may modify these Terms at any time. We recommend that you read these Terms carefully each time you use the Websites. If you do not agree with these Terms, you should not access, use, or register for the Websites.

You must be at least 21 years of age to access or use the Websites. The Websites are intended only for individuals who may lawfully view alcohol-related content in their jurisdiction.

All Content, offers, and promotions on the Websites are intended for legal use and may not be used or discussed in a manner that is illegal.

As the consumer, it is your responsibility to know your local, state, and federal laws regarding use. If you are not 21 years of age, you shall not use this Website.

2. User Information and User Account Registration

When you use the Websites or our Services, you expressly consent to our collection of personal information (“User Information”). Our information collection and use policies with respect to such User Information are set forth in the # and #.

Our Privacy Policy contains information about how We use and disclose the personal information We collect about you.

You acknowledge that you are solely responsible for the accuracy and content of the User Information you provide to Us.

To access certain features of the Websites, you may be required to register and select a username and password (a “User ID”) during the secure order process to create an account (your “Account”).

When you register for an Account, you shall provide Us with accurate and complete registration information.

You shall maintain the security and confidentiality of your User ID, and you are not authorized to share your User ID or Account with any other person.

You shall immediately notify Us of any unauthorized use of your User ID or Account of which you become aware.

You acknowledge that TWG is not responsible for any losses arising out of the unauthorized use of your Account.

TWG has the right to refuse registration of, or cancel, your Account in its sole discretion.

In order to purchase any Products, you must supply certain User Information, including your full name, date of birth, billing address, shipping address, telephone number, and payment card information.

By providing this information, you authorize TWG to charge any of your purchases to the payment card provided and retain your billing information for future transactions on your Account.

You represent that all information you provide will be accurate, complete, and current and that you will comply with the terms of any agreement governing your purchase of a Product or Service.

You shall promptly update your Account information if it changes, including your email address and credit card information.

You are responsible for all charges incurred through your Account as well as paying any applicable taxes.

Your right to use a Service or Product is conditional upon Our receipt of payment. If any charge is declined by your payment card, We may immediately suspend or terminate your Account and access to the Websites.

3. Website Purchases; Wine Club Memberships

Where a Website permits direct purchases, We accept orders for Products through the Websites.

Your orders through the Websites constitute an offer to buy all Products listed in your order (“Order”).

You must pay for Products at the time you place your Order using an accepted payment method.

Accepted payment methods may include credit cards, debit cards, and check cards (each a “Payment Card”).

We may obtain a pre-approval from the Payment Card company before processing your Order.

We may refuse or cancel Orders at Our sole discretion even after sending an Order confirmation.

All prices, discounts, and promotions posted on the Websites are subject to change without notice.

Posted prices do not include taxes or shipping charges. These charges will be added to the purchase total.

All wine purchases are non-returnable and non-exchangeable.

We may limit sales of Products to any person, geographic region, or jurisdiction in Our sole discretion.

We offer a variety of wine clubs (“Memberships”). Membership details can be found at #>.

Unless canceled, Memberships automatically renew for additional one-year terms.

Members may receive allocation notices, customization opportunities, and membership benefits according to their Membership level.

All wine deliveries require the signature of a person 21 years of age or older.

Products cannot be shipped to P.O. Boxes.

4. Product Shipping

The shipping terms in this Section apply only to Products purchased directly through the Websites.

We do not ship internationally or to Puerto Rico, Guam, the U.S. Virgin Islands, U.S. territories, or military addresses.

A current list of states to which shipments are available can be found at #.

Risk of loss and title pass from TWG to you when the Product is delivered to the shipping carrier.

TWG is not liable for shipping delays or shipment losses.

Wine purchases are non-refundable.

Proof of legal age using valid government-issued identification may be required upon delivery.

5. Proprietary Rights

We grant you a non-exclusive, non-assignable, and non-transferable license to access the Websites only in accordance with these Terms.

Copying, displaying, publishing, reprinting, distributing, or modifying any Website material for another purpose is prohibited without prior written consent.

The Websites contain text, graphics, images, software, video, audio, and other content (“Content”) protected by intellectual property laws.

All intellectual property rights in the Websites and Content are owned by TWG, its licensors, or other providers.

You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, distribute, or publicly perform the Content without written permission.

You may not reverse engineer, duplicate, adapt, or create derivative works based upon any Website content.

If you violate these Terms, your permission to use Website material automatically terminates.

TWG may withdraw, amend, suspend, or discontinue any part of the Websites at any time without notice.

6. DMCA

If you believe that any of the Content accessible through the Websites infringes your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to Our copyright agent designated below.

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature;
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works;
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow Us to locate that material;
• Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address);
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the written notice is accurate; and
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If you believe that material you posted on the Websites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Us (a “Counter-Notice”) by submitting written notification to Our copyright agent designated above.

Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature;
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
• Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address);
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification;
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you reside outside the United States, for any judicial district in which the Websites may be found) and that you will accept service from the person (or an agent of that person) who provided the complaint.

DMCA allows Us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Websites was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

7. Limitations of Liability

You assume all risk regarding the performance of the Websites and the accuracy of Website material. Changes are periodically made to the Websites and to information contained in the databases from which information is derived.

The information and services included in or available through the Websites may include inaccuracies and/or typographical errors. Use of the Websites is at your own risk, and TWG is not liable for any inaccurate information contained in or derived from the Websites.

TWG may make improvements and/or changes to the Websites, including the correction of any errors, inaccuracies, or omissions, the changing or updating of information, or the cancellation of Orders at any time without prior notice.

YOU ACKNOWLEDGE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE WEBSITES, ALLOW YOU TO PURCHASE PRODUCTS AND SERVICES, AND COLLECT PAYMENT FROM YOU SUBJECT TO THESE LIMITATIONS OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL TWG, ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, GOODWILL, DATA LOSS, OR BUSINESS INTERRUPTION.

THE MAXIMUM LIABILITY OF TWG SHALL BE LIMITED TO THE GREATER OF:

1. The actual amount paid by you for the Order giving rise to the liability; or
2. $100.

Some states or jurisdictions do not allow exclusion or limitation of certain damages. Accordingly, the above limitation may not apply to you.

8. Disclaimer of Warranties

THE WEBSITES, CONTENT, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

TWG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

You expressly agree that your use of the Websites is at your sole risk.

TWG does not warrant:

• The accuracy or reliability of Website content;
• That the Websites will always be available;
• That defects or errors will be corrected;
• That the Websites are free from viruses or harmful components;
• That use of the Websites will produce any specific result.

Some states do not allow exclusion of implied warranties. Accordingly, certain exclusions may not apply to you.

9. Restricted and Permitted Uses

You represent and warrant that:

1. You are at least 21 years of age;
2. You have authority to agree to these Terms;
3. You are located in the United States;
4. You are not on any denied persons list;
5. You are not a specially designated national;
6. You are not otherwise prohibited from accessing the Websites.

Without limiting other provisions of these Terms, you shall not:

• Create Accounts by automated means or under false pretenses;
• Send spam or unsolicited electronic communications;
• Collect personal data from other users;
• Submit unlawful, defamatory, threatening, or abusive content;
• Access Accounts or information without authorization;
• Use the Websites for illegal purposes;
• Use TWG branding without permission;
• Systematically download or store Website content;
• Overload Website systems or infrastructure;
• Use the Websites for fraudulent purposes;
• Probe or test Website security vulnerabilities;
• Upload viruses or malicious code;
• Scrape, index, or data-mine Website content;
• Remove copyright or trademark notices;
• Reverse engineer or create derivative works from the Websites;
• Violate applicable laws or regulations;
• Use the Websites for unintended purposes.

If you inadvertently gain access to information belonging to a third party, you must immediately notify TWG and refrain from copying or disseminating that information.

10. Website User Submissions

Except where protected by law, all comments, feedback, reviews, photographs, suggestions, and other submissions (“User Submissions”) provided to TWG may be used by TWG for any purpose.

By submitting User Submissions, you irrevocably assign to TWG all rights, title, and interest, including intellectual property rights, in such User Submissions.

You waive any copyright or similar rights you may have in User Submissions.

TWG may copy, disclose, distribute, incorporate, modify, or destroy User Submissions for commercial or noncommercial purposes.

• TWG may monitor, evaluate, limit, and analyze User Submissions.
• You may not submit content that infringes third-party rights.
• TWG is not responsible for content posted by users.
• You are solely responsible for your User Submissions.
• You represent that you own or control all rights in your User Submissions.

11. Electronic Communications

By entering into these Terms or using the Services, you consent to receive electronic communications from Us via e-mail, push notifications, or other electronic means, including by posting on the Websites.

These communications may include information about your Order or operational notices about the Services or your Account (e.g., password changes and other transactional information) and are part of your relationship with Us.

Any notices, agreements, disclosures, or other communications that We send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

If you wish to opt out of promotional emails, you can unsubscribe from Our promotional email list by following the unsubscribe options contained in the promotional email itself.

By providing your phone number to Us, you consent to receive calls or text messages at such phone number sent by Us or on Our behalf. Texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems.

Standard text messaging charges applied by your cell phone carrier will apply to text messages that We send.

If you wish to opt out of promotional calls or texts, you may respond to any promotional text received on your mobile device with the word “STOP” to opt out of promotional texts.

You acknowledge that your use of a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Websites, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing.

12. Indemnity

You hereby indemnify, defend, and hold TWG and its respective officers, directors, owners, agents, information providers, and licensors harmless from and against any and all claims, liabilities, losses, costs, and expenses (including attorneys’ fees) (collectively, the “Claims”), regardless of whether such Claims are brought rightfully or wrongfully, incurred by TWG in connection with:

1. Your use or alleged use of any of the Websites;
2. Any use or alleged use of any of the Websites under your Account by any person, whether or not authorized by you; or
3. The use of any Product or Service obtained through the Websites, whether such use complies with or occurs in violation of applicable laws, rules, regulations, product labeling, instructions, or these Terms.

TWG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you shall cooperate with TWG’s defense of such Claim.

13. Termination

These Terms will remain in full force and effect while you use the Websites.

We reserve the right, in Our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Websites at any time for any reason without prior notice or liability.

TWG will not be liable to you or to any third party for any unavailability, modification, suspension, or termination of any of the Websites, Content, or Website features.

Upon termination of access to the Websites, your right to use the Services will automatically terminate immediately.

14. Third-Party Websites

The Websites may contain links to websites operated by third parties (“Linked Sites”), including Third-Party Sales Sites.

These links are provided for your convenience only. TWG does not control Linked Sites or Third-Party Sales Sites and is not responsible for their content, performance, availability, pricing, payment processing, shipping, refunds, customer service, legal compliance, privacy practices, or terms of sale.

Any purchases you make through a Third-Party Sales Site are governed solely by the terms and conditions of that Third-Party Sales Site.

Our inclusion of links does not imply endorsement of any Linked Site or Third-Party Sales Site.

TWG does not operate, control, or endorse any information, products, or services provided by third parties through Linked Sites or Third-Party Sales Sites.

We accept no responsibility for Linked Sites or Third-Party Sales Sites or for any loss or damage that may arise from your use of them.

If you choose to access any Linked Site or Third-Party Sales Site, you do so entirely at your own risk and subject to the applicable terms and conditions of those sites.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict-of-law principles.

16. Arbitration; Waiver of Right to Jury Trial; Class Action Waiver; Forum

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE.

IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS.

Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court.

You will submit any and all demands, disputes, or claims arising out of or relating to these Terms, your use of the Websites, or the purchase or use of any Products or Services to final and binding arbitration before a single arbitrator.

The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

The site of any arbitration will be Chicago, Illinois.

YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY AND EXPRESSLY WAIVE ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION.

Unless you and TWG agree otherwise in writing, the arbitrator may not consolidate claims or preside over any representative or class proceeding.

All arbitration proceedings are confidential unless both parties agree otherwise.

If for any reason a claim proceeds in court rather than arbitration, you and TWG each waive any right to a jury trial.

Any cause of action or claim arising out of or relating to these Terms or the Websites must be commenced within one (1) year after the cause of action accrues. Otherwise, such claim is permanently barred.

17. Entire Agreement

These Terms, including any incorporated terms, comprise the full and final understanding between you and TWG and supersede all prior agreements, understandings, and representations relating to the subject matter herein.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

If any provision is deemed unenforceable, it will be modified only to the extent necessary to make it enforceable while preserving its original intent whenever possible.

18. Changes To These Terms

TWG reserves the right to make changes to these Terms, including its membership program, at any time and for any reason.

If TWG makes changes to these Terms, the date last updated at the top of the page will be modified and notice of such changes may be displayed on the Websites.

The Terms in effect at the time of your use of the Websites shall apply.

Updated Terms are binding on you with respect to your use of the Websites on or after the effective date of the updated Terms.

If you do not agree to the updated Terms, you must stop using the Websites.

Continued use of the Websites constitutes acceptance of the updated Terms.

19. Contact Information

To contact Us with questions, concerns, or notices relating to this Agreement:

20. General

You may not assign, transfer, or sublicense your rights under these Terms without TWG’s prior written consent.

TWG’s failure to act regarding a breach does not waive its right to act regarding subsequent or similar breaches.

Any waiver by TWG must be in writing and signed by TWG.

Neither party relies on any representation, statement, warranty, or assurance not expressly set forth in these Terms.

No person other than you, TWG, and TWG’s successors and assigns shall have any right to enforce these Terms.

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and TWG.

TWG shall not be liable for delays or failures to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, pandemics, riots, embargoes, governmental actions, fires, floods, accidents, strikes, or shortages of labor, materials, fuel, transportation, or energy.

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

The section headings used in these Terms are for convenience only and do not affect interpretation of the Terms.