Updated: January 28, 2020

Please carefully read these Terms of Use and our Privacy Policy located on our website, which is incorporated into these Terms of Use by this reference. These Terms of Use apply to the merchant’s applications, services and website (collectively, the “Services”). We may hereinafter be referred to as “Merchant” or “we” or “us.”

Unless otherwise noted, the Services are the property of Merchant and its licensors. By using the Services, you agree to these Terms of Use, our Privacy Policy and all applicable laws and regulations. If you do not agree to these Terms of Use, do not use the Services.

You must be 21 years of age to use this website. The Services are not intended for the use of children or anyone under 21 years of age and no such person is authorized to use them. By using the Services, you are representing that you are at least 21 years old. You also represent, by accessing or using the Services, that you are of legal age to enter into legal agreements. You will be required to enter your birthdate on the website as well as present age-verifying identification at product handover (whether that be in-store pickup or delivery).

Please note that not all jurisdictions allow for the sale or delivery of alcoholic beverages. Our platform programmatically restricts sales pursuant to the interstate and intrastate restrictions on the purchase, fulfillment and/or delivery of alcoholic beverages.

Merchant reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes.

Privacy and Data Security

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. Please do not send us any sensitive personal information.

Content

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to Merchant and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights.

Except as expressly provided in these Terms of Use, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Merchant’s express prior written consent.

User Submissions, Feedback and Information

You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms of Use. Submissions that constitute feedback, comments or suggestions will be the sole and exclusive property of Merchant and you hereby irrevocably assign to us all of your right, title and interest in and to all such Submissions, and Merchant shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant Merchant an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms of Use.

Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by Merchant. You consent, for yourself and on behalf of any other person or child whose information or likeness you submit to Merchant, to the use by Merchant of the information and that it is submitted in compliance with all applicable laws. You are responsible for any Submission you provide and for any consequences arising therefrom.

Your Use of the Services

In connection with your use of the Services, you agree that you will not:

· post, upload, publish, submit or transmit any material that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances;

· interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

· use the Services to transmit, distribute, post or submit any information concerning any other person or entity;

· violate any local, state, provincial, national, or other law or regulation, or any order of a court;

· “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;

· display, mirror or frame the Services, or any individual element within the Services, Merchant’s name, any Merchant trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Merchant’s express written consent;

· access, tamper with, or use non-public areas of the Services, Merchant’s computer systems, or the technical delivery systems of Merchant’s providers;

· attempt to probe, scan, or test the vulnerability of any Merchant system or network or breach any security or authentication measures;

· avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Merchant or any of Merchant’s providers or any other third party (including another user) to protect the Services or any of the content on the Services;

· attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or

· advocate, encourage, or assist any third party in doing any of the foregoing.

Any conduct by a User that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited.

Merchant reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Copyright Policy

We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

· description of the copyrighted work that you claim has been infringed;

· description of the material that you claim is infringing and where it is located on the Services;

· identification of the URL or other specific location on the Services where the material that you claim is infringing is located;

· your address, telephone number, and email address;

· statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

· statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at support@joinbridge.com with “Digital Millennium Copyright Act” in the subject line.

Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation

Fees

Merchant charges fees for transactions made through the Services. You will be presented with the amount of any fee prior to processing the transaction. To the full extent permitted by law, all fees on final transactions are non-cancelable and nonrefundable.

Links to Other Sites

The Services may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Merchant’s control, and Merchant is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.

Disclaimer; Limitation of Liability

THE SERVICES AND ALL TOOLS AND CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

The above disclaimer applies to any damages, liability or injuries, whether for breach of contract, tort, negligence or any other cause of action.

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL MERCHANT OR ITS THIRD PARTY VENDORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF MERCHANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MERCHANT OR ITS THIRD PARTY VENDORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF ONE HUNDRED US DOLLARS ($100.00).

BY ACCESSING THE WEBSITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.

Indemnity

You agree to indemnify and hold Merchant and its third party licensors, vendors and suppliers harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Merchant by any third party due to or arising out of or in connection with (1) your access to or use of the Services; (2) your violation of these Terms of Use or any applicable law or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party.

Violation of These Terms of Use

Merchant may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Merchant’s rights or property, or the rights or property of visitors to or users of the Services. Merchant reserves the right at all times to disclose any information that Merchant deems necessary to comply with any applicable law, regulation, legal process or governmental request. Merchant also may disclose your information when Merchant determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You agree that Merchant may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Use will cause irreparable harm to Merchant for which monetary damages would be inadequate, and you consent to Merchant obtaining any injunctive or equitable relief that Merchant deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Merchant may have at law or in equity.

Governing Law

You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MERCHANT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration. You agree that to the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with these Terms of Use and the use of the Services (collectively, “Disputes”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by these Terms of Use. There shall be one (or if either party so requests, then by a panel of three arbitrators) appointed in accordance with the Rules, and you waive your rights to have any and all Disputes resolved in a court; provided, however, that this agreement to arbitrate does not (i) extend to Disputes in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) seek injunctive relief in a U.S. court of law. The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s).

No Class Arbitrations, Class Actions or Representative Actions. Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Location. The location of the arbitration shall be in the county in which Merchant has its headquarters or other location mutually agreed by the parties.

Authority of Arbitrator(s). As limited by the AAA Rules and these Terms of Use, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator(s) do not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Use, or to award punitive damages or any other damages that are not compensatory. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under these Terms of Use, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in the county in which the Merchant has its headquarters for the purpose of litigating all such disputes. You also waive your rights to a jury trial.

Time Limit for Claims. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You agree to the admissibility of computer records and electronic evidence in any dispute herein.

Severability of Dispute Resolution; Arbitration. In the event the provisions in this Dispute Resolution Section are held invalid or unenforceable, then this Dispute Resolution Section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any Disputes.

Users Outside of the United States

Merchant is organized in the United States. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

Our licensors are intended third party beneficiaries of the rights granted to Merchant in these Terms of Use to the fullest extent permitted by law.

You may preserve these Terms of Use in written form by printing it for your records, and you waive any other requirement that these Terms of Use be evidenced by a written document. You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

All provisions of these Terms of Use are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. These Terms of Use, together with the Privacy Policy and any other legal notices published by Merchant, constitute the entire agreement between you and Merchant with regard to your use of the Services. Merchant’s failure to insist on or enforce strict performance of these Terms of Use shall not be deemed a waiver by Merchant of any provision or any right it has to enforce these Terms of Use. Any such waiver must be in writing in order to be effective. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Canada

The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

Questions and Contact Information

Please contact support@joinbridge.com for platform feedback and technical issues. For services rendered, users can contact Merchant using the contact page on the website.