Subscriber Service Agreement

This Services Agreement (“Agreement”) applies to business customers who become subscribers and governs your purchase and use, in any manner, of all subscription services (the “Services”) provided by WineDirect, Inc., a Delaware corporation, for itself and its subsidiary, WD Ecommerce Canada, Inc., a Canadian corporation doing business as WineDirect, (collectively, “WineDirect”), and any of its affiliates.

You must accept the terms of this Agreement in order to use the Services. If you choose not to become a subscriber of WineDirect Services, this Agreement is not applicable to you as a User, however the Terms of Use Policy remains in effect.

NOTWITHSTANDING, BY BECOMING A SUBSCRIBER AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS.

WineDirect reserves the right to change or modify any of the terms and conditions contained in this Agreement and any policy or guidelines incorporated by reference at any time in its sole discretion. Any changes or modification will be effective upon prominently posting the revisions on the WineDirect Web site (the “Site”) and sending e-mail notifications to your e-mail address on record. Your continued use of Services following WineDirect’s posting of any changes or modifications will constitute your acceptance of such changes or modifications. “Content” means all text, pictures, sound, graphics, video, links, and other data stored by you on WineDirect’s server computers.

Services

WineDirect will provide dedicated or shared server computers with an Internet address for storage and access of the Site, and adequate storage space and bandwidth on our servers to support your business. You understand that WineDirect’s servers are for deployment only, not application development. All application testing must be done on your equipment prior to use on WineDirect’s servers. The Site and Content must be “server-ready.” If your material does not meet this condition, WineDirect has the option at any time to reject this material. WineDirect will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to bring it to the appropriate level. WineDirect will provide hosting services for the Site that meet reasonable commercial standards for, among other matters, packet loss, accessibility, latency, availability, and throughput. If you require additional bandwidth or storage, WineDirect will, in good faith, try to provide it at WineDirect’s current rates unless WineDirect’s server computers cannot accommodate the requested bandwidth or storage. You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. You will be charged additional charges for any excess usage above the agreed upon monthly bandwidth.

WineDirect will take commercially reasonable steps to prevent unauthorized access to the Site, Content, and Confidential Information stored on WineDirect’s server computers.

If requested by you, WineDirect will deliver to you in electronic form the Server Log of Site activity. You will be entitled to one month of log storage free of charge. WineDirect may, at its option, charge a fee for additional space required to store oversized logs.

WineDirect may not have a current backup of your files. Due to power interruptions, “down time” and/or other factors beyond WineDirect’s control or due to any computer or software malfunction, your data may be lost by WineDirect. Therefore, you are responsible for backing up your own files. WineDirect shall not be responsible or liable for lost data.

Term

This Agreement shall be perpetual, effective when you register for the Services. Any notice of termination will be effective following thirty (30) days after receipt. You are liable for the full month’s fee, even if the Service is terminated before the end of the month for any reason.

Termination

Either party may terminate this Agreement at any time and for any reason by providing written notice thirty (30) days prior to the date of termination.

Use of the Service

You may not use the Services or the Site in any manner that violates WineDirect’s then current Terms of Use Policy. The Terms of Use Policy is incorporated into this Agreement and continued use of the Service manifests assent to be bound by it. WineDirect maintains and controls ownership of all IP numbers and addresses that may be assigned to you, and it reserves, at its sole discretion, the right to change or remove any and all IP numbers and addresses.

Enforcement

You understand that WineDirect may, at its discretion, conduct periodic reviews of your website content. WineDirect may take immediate corrective action if it becomes aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights, or laws, which, in WineDirect’s sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes WineDirect to civil or criminal liability or public ridicule. First violations of this Agreement in regard to content will result in your website being taken offline until the content complies fully with the Agreement’s regulations. A second violation of this Agreement will result in your account being terminated and the website being deleted from WineDirect’s servers with no refund due you for any pre-paid service time. All amounts due for the billable contract period will be due upon termination. WineDirect’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services.

To comply with applicable laws and lawful governmental requests, to protect WineDirect’s systems and customers, or to ensure the integrity and operation of WineDirect’s business and systems, WineDirect may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on WineDirect’s servers and systems. WineDirect also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

Content

WineDirect’s policies pertaining to the use in any manner, the grant of licenses, and the ownership rights to Content are governed by our Terms of Use Policy above, which is expressly incorporated herein, and in the WineDirect Privacy Policy.

Warranty Disclaimer

WineDirect is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers. In addition, WineDirect is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond WineDirect’s reasonable control.

WineDirect provides no equipment, software, or communication connections to you. WineDirect makes no representations, warranties or assurances that your equipment, software, and communication connections will be compatible with WineDirect’s hardware and service.

WineDirect is a provider of software as a service to the alcoholic beverages industry, and does not engage in the buying and selling of any alcoholic beverages, nor is it licensed to do so. All sales of alcoholic beverages on the WineDirect Platform occur under the license and authority of you as a licensed seller. For sales of alcoholic beverages using the WineDirect software, Client acknowledges the following: (i) all accepted offers to purchase will be sold and shipped under the authority of the its licenses and permits as seller of record; (ii) its responsibility for regulatory compliance with all applicable laws for those product(s) offered and sold by it using the WineDirect Platform; and, (iii) it bears all costs solely with respect to its compliance with all alcoholic beverages laws and regulations.

EXCLUSION OF WARRANTIES

ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY WINEDIRECT UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT WINEDIRECT EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH WINEDIRECT’S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. WINEDIRECT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WINEDIRECT DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT.

Warranties by You

You warrant to WineDirect that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, (g) you hold the required license(s) and/or permit(s) necessary to make sell and ship wine to consumers in the states to which it makes such sales and shipment; (h) all sales and shipments made pursuant to this Agreement will be in compliance with federal and state alcoholic beverage and tax laws; and (i) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

Limitation of Liability

IN NO EVENT SHALL WINEDIRECT HAVE ANY LIABILITY WHATSOEVER FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF INFORMATION PROVIDED TO WINEDIRECT, DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES. WINEDIRECT SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF WINEDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF WINEDIRECT TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO WINEDIRECT BY YOU UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY WINEDIRECT UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE WINEDIRECT FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION. BECAUSE SOME STATES DO NOTALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

You acknowledge and agree that WineDirect will not be liable for any temporary delay, outages or interruptions of the Services. Further, WineDirect shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any Act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

You acknowledge and agree that WineDirect reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. WineDirect will use best efforts to notify you of pending maintenance; however, WineDirect is under no obligation to inform you of such maintenance.

Indemnification

You will defend, indemnify and hold WineDirect harmless and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by WineDirect; (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity); or (vi) any compromise of your website security or encryption.

General

Confidentiality

The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will only be used consistent with the terms of this Agreement. “Confidential Information” means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning vendors of either party; or any data exchange between a party and any vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either party or, but in such case, prior to disclosure, the disclosing party shall give written notice to the other party to permit that party an opportunity to challenge such disclosure. If either party is subpoenaed, such party shall give written notice to the other party to permit that party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing party, each party shall promptly return all Confidential Information of the other party. This provision shall survive the termination of this Agreement for two (2) years.

Notices

All notices, reports, requests, or other communications given under this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

Choice of Law and Forum

THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA, AND YOU CONSENT TO THE JURISDICTION OF SUCH COURTS.

Entire Agreement

This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

No Fiduciary Relationship

No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party.

Assignments

You may not transfer or assign your rights, duties, or obligations under this Agreement without WineDirect’s prior written consent. WineDirect may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

No Waiver

WineDirect’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of WineDirect’s right to subsequently enforce such provision or any other provisions under this Agreement.

Severability and Survivability

If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. All provisions of this Agreement relating to your warranties, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

Security

WineDirect shall establish computer security policies and procedures designed to ensure the:

• Security and integrity of your Confidential Information.
• Protection against anticipated threats or hazards to the security or integrity of your Confidential Information; and
• Protection against the unauthorized access or use of your Confidential Information.

Email Policy

This policy (“Policy”) applies to all email and other communications (“Email”) generated or sent through the services provided by WineDirect, whether through the WineDirect platform tools or through any other vendors that WineDirect uses to send email. By generating or sending email through WineDirect's platform, you agree to comply with this policy. WineDirect may suspend or terminate your access to and use of the platform tools if you do not comply with this policy. Your use of the WineDirect platform must comply with all applicable laws. This includes laws applicable to you and also laws applicable to WineDirect and the recipient of each Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email (UCE), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the WineDirect platform and the Emails you generate and send through the WineDirect platform.

This Policy is a part of and incorporated into the terms and conditions applicable to the WineDirect platform. It is your responsibility to read and understand the all terms and conditions applicable to your use of the WineDirect platform and the Emails you generate and send through the WineDirect platform. Your use of the WineDirect platform must follow all applicable guidelines established by WineDirect. The guidelines below are examples of practices that may violate this Policy when generating or sending Emails through the Services:

• Using non-permission based Email lists (i.e., lists in which each recipient has not explicitly granted permission to receive Emails from you by affirmatively opting-in to receive those Emails).
• Using purchased or rented Email lists.
• Using third party email addresses, domain names, or mail servers without proper permission.
• Sending Emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com).
• Sending Emails that result in an unacceptable number of spam or UCE complaints (even if the Emails themselves are not actually spam or UCE).
• Failing to include a working "unsubscribe" link in each Email that allows the recipient to remove themselves from your mailing list.
• Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request.
• Failing to include in each Email a link to the then-current Privacy Policy applicable to that Email.
• Disguising the origin or subject matter of any Email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any Email.
• Failing to include in each Email your valid physical mailing address or a link to that information.
• Including "junk mail," "chain letters," "pyramid schemes," incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any Email that encourages a recipient to forward the Email to another recipient.

If you know of or suspect any violations of this Policy, please notify WineDirect at info@WineDirect.com. WineDirect will determine compliance with this Policy in its sole discretion.

SMS/Texting

What is required on my short code Terms of Service page and Privacy Policy?

The following guidelines are based on carrier conditions of short code service and other industry standards. Your company is required to comply with these guidelines in the use of any WineDirect-provided number. Please note: each carrier reserves the right to suspend short code service for any user at any time. US mobile carriers require a Terms of Service page and a Privacy Policy for each short code program. Please note: All instances of “HELP” and “STOP” on your Terms of Service page must be in bold text to be compliant.

What are the requirements for US short code advertisements and opt-in forms?

The following guidelines are based on carrier conditions of short code service and other industry standards. Your company is required to comply with these guidelines in the use of any provided short code. Please note: each carrier reserves the right to suspend short code service for any user at any time. Carriers require that certain information be included wherever the short code is advertised, or wherever users are invited to opt in to receive messages from the short code. This includes any paper form or web page through which the end user submits their phone number and will receive a message from a short code as a result. Advertisements and opt-in forms are also known as Calls to Action, or CTAs. The wording of your short code CTA will vary depending on the sign up method, since it tells users how to opt into a short code campaign. An SMS keyword Call to Action, for example, should look like this:

Text {Keyword} to ##### to sign up for alerts.

For all sign up methods, the following language must appear wherever the short code is advertised (on the web, in print, etc.):

Message and data rates may apply. {Message frequency}. Text HELP to ##### for help. Text STOP to ##### to cancel. For terms: {URL to SMS terms of service}. For privacy: {URL to privacy policy}

Keep the following points in mind when writing your Call to Action:

Message frequency must be specific, for example: “1 message/day” or “4 messages/month.” If the message frequency will vary, it must be user-prompted (for example, “1 message/user request”).

WineDirect provides sample compliant terms and privacy language, which can be integrated directly into an existing terms page.

“HELP” and “STOP” must appear in bold.

You may also wish to review the CTIA’s Mobile Commerce Compliance Handbook and the MMA’s Best Practices Guide. Please note that WineDirect is cannot, and will not, interpret any laws, rules, or regulations and is providing this information only as a courtesy. It is very important that customers seek their own legal counsel for any questions about how the CTIA and other laws will apply to a company’s specific practices.

What are the requirements for short code HELP and STOP messages?

Wireless carriers require certain information to be included in HELP and STOP message content for all US short codes. WineDirect recommends including that information in the following format for your HELP and STOP messages to be considered compliant if your short code is tested by a carrier. The following guidelines are based on carrier conditions of short code service and other industry standards. Your company is required to comply with these guidelines in the use of any provided short code. Please note: each carrier reserves the right to suspend short code service for any user at any time.

HELP Message

A compliant response is required whenever users text HELP to your short code, regardless of whether the user is subscribed to the program. Example:

• End user: HELP or INFO
• Short code: {Campaign Name} {Description} Alerts: Help at {source of help #1} or {toll free number}. Msg&data rates may apply. {Message frequency}. Text STOP to cancel.
• The “description” should be a single word to define the kind of alerts, e.g. “Account Alerts,” “News Alerts,” “Promo Alerts,” etc.
• The first “source of help” is preferably a support email address or a link to your terms of service.
• The message frequency must be specific, but can be any interval, for example: “1 message per day,” “4 messages per month,” “2 messages per transaction,” etc. If the message frequency will vary based on user interaction, “1 message/user request” is standard.

STOP Message

A compliant response is required whenever users text STOP to your short code, regardless of whether the user was subscribed to the program previously. Example:

• End user: STOP, END, QUIT, CANCEL or UNSUBSCRIBE
• Short code: You are unsubscribed from {Campaign Name} {Description} Alerts. No more messages will be sent. Reply HELP for help or {toll free number}.

Managing Opt-Out Requests

Unlike on long codes, WineDirect does not manage opt-out requests for short codes. This allows the short code application to independently manage subscription lists and requests from end users to re-opt in. End users may be subscribed to multiple campaigns running off of one short code and may want to unsubscribe from a particular campaign. This is achieved using

STOP Filtering

When a short code is created, a database for managing opt-in and opt-out will need to be created for it. A short code program will ask an end-user to text STOP to opt-out of all further messages from the short code. If the end-user doesn’t want to opt-out of all messages, he or she can differentiate which campaign to unsubscribe from by adding an additional keyword of STOPALL. For example:

• End user: STOP
• Short code: To unsubscribe from {Campaign 1} Alerts, text 1; {Campaign 2} Alerts, text 2. Text STOPALL to unsubscribe from all messages.
• End user: 1
• Short code: You are unsubscribed from {Campaign 1} Alerts. No more messages will be sent from this program. Reply HELP for help or {toll free number}.

OR

• End user: STOPALL
• Short code: You are unsubscribed from all {Campaign} Alerts. No more messages will be sent. Reply HELP for help or {toll free number}.

Payment Gateway Service Agreement

The agreement is made by and between you and your gateway. It is not a direct agreement with WineDirect. WineDirect is not liable for the connectivity, up-time, or service availability of your gateway. WineDirect is not accountable for any refunds, credit, or other compensation for the gateways and/or merchant account. Any grievances should be directed to your gateway.

Service And Fee Schedule

The monthly fee begins 30 days from the day you sign up with WineDirect. This fee is not dependent on the use or launch of your instance on the WineDirect platform as you have access to all of the tools within 2 to 5 business days after sign-up. All fees are billed through credit card (Visa, MasterCard, and AMEX) and in the currency of your country (i.e. if your winery is from the USA, we'll bill you in USD; if your winery is from Canada, we'll bill you in CAD, etc.).

You agree to pay for all charges attributable to your use of the Services at the then current WINEDIRECT prices. WINEDIRECT may at any time, providing thirty (30) days’ notice, amend the rates and/or charges for any future server usage and/or services. If you do not request that your service be terminated, it will be conclusively presumed that you consent to the new terms, conditions and rates as notified.

All charges for Services must be paid in advance according to the then current prices applicable to the Services. You must notify WINEDIRECT of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information necessary for WINEDIRECT to obtain the monthly payment. Returned checks and declined credit cards may incur a fee. Overdue amounts shall accrue late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law. In addition, your failure to fully pay any fees and taxes within five (5) days after the applicable due date will be deemed a material breach of this Agreement, and WINEDIRECT may, in addition to any other remedy it may have, suspend its performance of the Services and/or terminate this Agreement. Any such suspension or termination of the Services would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys’ fees, court costs and collection agency fees. All charges are considered valid unless disputed in writing with sixty (60) days of the billing date. Adjustments will not be made for charges that are over 60 days old. Delinquent accounts may be suspended or cancelled at WINEDIRECT’s sole discretion; however charges will continue to accrue until the account is cancelled.

You are solely liable for any taxes or fees payable for products or services sold by you on the Site. You are also responsible for the payment of all federal, state, and local sales, use, value-added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on WINEDIRECT’s net income.

The monthly fee includes licensing of the WineDirect platform depending on which option you choose while signing up, or upgrade/downgrade to after you signup. The ecommerce package also includes hosting, unlimited emails sent through our system, SSL certificate, and nightly backups. If the monthly fee goes unpaid for three consecutive months, or 3 months within a 6 month period, WineDirect holds the right to cancel access to your admin panel and to remove the website from WineDirect's servers and to delete all of your data in WineDirect's platform. WineDirect will contact you prior to this process with both verbal (phone call) and written (email) notice.

WineDirect has the right to change the price of the ecommerce and other services WineDirect offers at any time for any reason. This fee does not cover any fees for training or support (see the ‘Support Fees’ section below for a breakdown of those fees).

Prices are available upon request and may vary based upon your use of our services. For a list of our current pricing, please visit our Pricing page or contact sales@winedirect.com

Volume Pricing Limitations

Several of WineDirect's packages have volume-based pricing, meaning the price level you pay may vary from month to month based on the usage of the WineDirect platform. Information on each limitation is listed below. Exceeding any one of the limits will bump your monthly fee to be in the next volume group.

Transactional Limitations

The transactional limit listed in your WineDirect package includes all orders generated through WineDirect's platform tools you're using (i.e. website orders, wine club orders, admin panel order, POS orders, corporate orders, etc.) but it does not include orders inserted into WineDirect's system by a third party tool or import (i.e. your order history import from your previous system won't count against your limit, and a third party system like a different POS system wouldn't count against the total).

For Plus plans, refer to the volume thresholds here.

For DTC plans, there is no transactional limitation. The % of sales fee is applied each month to the corresponding sales amount. Refer to the Billing FAQ for more details.

Setup Fees

Any/all setup fees billed by WineDirect are due as follows: 50% upon sign-up, and 50% within 30 days of sign-up. Setup fees are non-refundable once processed, but if you cancel before the second 50% of fees are due, you will not be required to pay remaining 50% to WineDirect. If you're contracting a 3rd party that has setup fees, WineDirect is not responsible for billing, collection, payment of those fees in any way.

Support Fees

Support fees (phone, email, and ticket) are included in the software monthly/licensing fees and WineDirect offers a month to month 'Pro' support plan. Plans are month-to-month and cannot be set up for a specific time frame (i.e. only for 3 months). If you would like it to last for 3 months, sign up on month '1', then cancel on month '3.'

Free support includes support by the methods listed below. Training is not included in free support and is billed separately.

• Phone support
• Email support
• Ticket support
• User forum support
• Online documentation website
• Weekly training webinars

Pro Support includes all of the free support options, as well as the benefits listed below. Monthly plans do not roll over, so any unused time in a plan at the end of a month expires. Your plan will kick in immediately and you'll see the change on your next invoice. Plans will auto-renew each month until you cancel it.

Paid options include, but are not limited to:

• Live chat support
• Priority ticket support
• Priority email support
• Priority phone support

Any database, SQL, design, RMS, or programming work is considered 3rd level support and billed per incident at $200 per hour. We'll let you know the time needed if you're requesting a task that involved 3rd level support (it's not common, but it happens from time to time and we'll make sure you're aware before doing any of this 3rd level billable work).

Credit Card Updater Fees

Account/Credit Card Updater fee is billed directly through WineDirect. It is $1 per successful account update. It will update any/all active club members or members that are on hold. It will not update any members that are marked cancelled in WineDirect.

Email Cleaning/Check Fees

WineDirect uses a tool to make sure the email addresses of your contacts are legit (i.e. that they are real, not on a spam list, etc.) and any email address that is associated with a contact inside your WineDirect platform that is not an active club member and/or does not have a purchase from your winery in WineDirect's order system will be sent through the tools to be checked. An email will only be checked once and there is a $0.02 per check fee.

Designer Launch

There is no setup fee for a designer launch using the WineDirect design API. Your designer will need to create HTML and CSS for your website and can create either a responsive website or a standard website and mobile site. We recommend addressing mobile options with your designer in your design process. HTML will be needed for the homepage, inside pages, and optionally html for club, products, cart, and other pages. The designer then embeds our javascript file (one line) at the top of the html file. The designer replaces snips of html and inserts tags. They will be able to get a live preview of the design of the website and mobile website. Once ready the designer FTPs the html along with their CSS and other assets to our server. WineDirect will reach out to you before we support the designer so that you’re aware of any future design support time and costs.

Please note that WineDirect is not able to take over for an outside designer.

Website Templates

The initial setup fee for a template is determined by the template you select. If the template is $0, there is not template setup fee. If there is a cost for the template, the payments are 50% upon signup and 50% in 30 days. Some of the template designs are created by WineDirect, and some are created by external design firms. If the template is created by WineDirect, you have access to the HTML and CSS to make changes to the website layouts. If the template is created by an external design firm, they may not offer HTML and CSS access. Templates are used ‘as-is’ and any updates needed are not included in the setup costs (we do upload your logo for you, but you would make all other changes yourself). The use of the template is exclusive to use on WineDirect’s platform and if you leave, you do not own the design.

Cancellation Fees

There is a $500 fee associated with exporting your club members’ credit card data (we must pass it to a PCI Compliant vendor). Should you have outstanding bills, you will be required to establish a payment plan with Accounting before data migration can be completed.

Cancellation

You can cancel your plan and/or service with WineDirect at any time for any reason. Please submit a Change Plan Request form and we'll contact you to confirm details such as the date you’d like to shut down the services, if you’ve already exported your data, etc. Once you have cancelled, any monthly fees you’ve paid are non-refundable, so we suggest timing the cutover of WineDirect’s tools to your new provider based on your monthly billing date. Please contact accounting@WineDirect.com to find out the day of the month you are billed if you do not know already.

Verbal communication of a cancellation is not valid in any form (phone call, personal conversation, voice mail, etc.).

Contact

Please contact us with any questions or concerns regarding our terms and conditions:

WineDirect

450 Green Island Road

American Canyon, CA 94503

800-819-0325 info@winedirect.com

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