8. COMMUNICATIONS & TEXT MESSAGES

When you use the Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages through the Services, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your voluntary provision to ShareVino of your cell phone number represents your consent that ShareVino may contact you by telephone, SMS, WhatsApp, Viber, or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational, or informational purposes. When you provide your phone number to ShareVino, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology. You may unsubscribe from receiving text messages from ShareVino at any time. Additionally, you may receive messages from ShareVino soliciting feedback and/or other information relating to your interaction with the Platform. To revoke your consent to receiving messages from ShareVino, just send us an email at info@sharevino.co, hit the unsubscribe button as applicable, or text us.

If you unsubscribe from receiving text messages from ShareVino through the process described above, you may continue to receive text messages for a short period while ShareVino processes your request(s). If you change or deactivate the phone number you provided to ShareVino, you have an affirmative obligation to immediately update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive ShareVino’s standard messages unless you also unsubscribe via the above procedures.

Standard data and message rates may apply for message alerts, whether you send or receive them. Please contact your mobile phone carrier for details. If you require assistance, please text, WhatsApp, or Viber our Customer Care team at the number indicated on the website.

9. DISCLAIMER

HE PLATFORM, THE SERVICES, THE MATERIALS, AND ALL OTHER CONTENT ON THE PLATFORM ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SHAREVINO DISCLAIMS, WITH RESPECT TO THE SERVICES, THE PLATFORM, THE MATERIALS AND ALL OTHER CONTENT ON THE PLATFORM, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHAREVINO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR THE OTHER CONTENT ON THE PLATFORM WILL BE SECURE, UNINTERRUPTED, AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR OTHER CONTENT ON THE PLATFORM ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. SHAREVINO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR ANY OTHER CONTENT ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE SAFETY, QUALITY, AND/OR TIMING OF A SERVICE ORDERED ON THE PLATFORM, AND/OR THE WINE OR OTHER PRODUCTS PROVIDED. YOU (AND NOT SHAREVINO) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR OTHER CONTENT ON THE PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

SHAREVINO SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHAREVINO'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SHAREVINO IS NOT RESPONSIBLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SHAREVINO RELIES UPON PARTNERS AND OTHER THIRD-PARTY PROVIDERS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. SHAREVINO DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, INCLUDING, WITHOUT LIMITATION, WINE MENUS, NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, WINE AND FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, NUTRITIONAL AND ALLERGEN INFORMATION. IF SHAREVINO TECHNOLOGY INCLUDES LIMITATIONS FOR YOU TO INCLUDE AND PRESENT ALL REQUIRED INGREDIENTS AND NUTRITION INFORMATION MANDATED BY THE LAW BEFORE FINALIZING YOUR WINE LABELS OR OTHER PRODUCTS, YOU MUST NOTIFY SHAREVINO ABOUT THE LIMITATION AND PROVIDE A REASONABLE OPPORTUNITY TO AMEND THE PLATFORM. IF YOU FAIL TO DO SO, YOU ACCEPT AND AGREE THAT THE PLATFORM INCLUDES ALL REQUIRED FEATURES TO COMPLY WITH THE APPLICABLE LAWS. IN NO WAY DOES SHAREVINO GUARANTEE THAT THE PLATFORM INCLUDES ALL POSSIBLE FEATURES MANDATED BY THE LAWS OF ALL JURISDICTIONS, AND IT IS YOUR OBLIGATION TO ENSURE COMPLIANCE.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SHAREVINO BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF SHAREVINO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER ACTION OF ANY TYPE THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE SERVICES PROVIDED ON OR THROUGH THE PLATFORM OR BY SHAREVINO.

SHAREVINO ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE PLATFORM. SHAREVINO ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE PLATFORM, AS WELL AS ANY THIRD-PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS PLATFORM, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL SHAREVINO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER ACTION OF ANY TYPE EXCEED (A) THE AMOUNT PAID BY YOU TO SHAREVINO OR A SHAREVINO PARTNER, IF ANY, OR (B) $1,000 (WHICHEVER IS LESS). IF THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, LIABILITY IS LIMITED TO THE GREATEST EXTENT PROVIDED BY LAW.

YOU AND SHAREVINO AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND SHAREVINO AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES, WHICH YOU MAY DO AT ANY TIME.

11. IMPORTANT NOTE TO NEW JERSEY CONSUMERS

IF YOU ARE A CONSUMER RESIDING IN NEW JERSEY, THE FOLLOWING PROVISIONS OF THESE TERMS OF USE DO NOT APPLY TO YOU (AND DO NOT LIMIT ANY RIGHTS THAT YOU MAY HAVE) TO THE EXTENT THAT THEY ARE UNENFORCEABLE UNDER NEW JERSEY LAW: (A) THE DISCLAIMER OF LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (FOR EXAMPLE, TO THE EXTENT UNENFORCEABLE UNDER THE NEW JERSEY PUNITIVE DAMAGES ACT, NEW JERSEY PRODUCTS LIABILITY ACT, NEW JERSEY UNIFORM COMMERCIAL CODE, AND NEW JERSEY CONSUMER FRAUD ACT); (B) THE LIMITATION ON LIABILITY FOR LOST PROFITS OR LOSS OR MISUSE OF ANY DATA (FOR EXAMPLE, TO THE EXTENT UNENFORCEABLE UNDER THE NEW JERSEY IDENTITY THEFT PROTECTION ACT AND NEW JERSEY CONSUMER FRAUD ACT); (C) APPLICATION OF THE LIMITATIONS OF LIABILITY TO THE RECOVERY OF DAMAGES THAT ARISE UNDER CONTRACT AND TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY (FOR EXAMPLE, TO THE EXTENT SUCH DAMAGES ARE RECOVERABLE BY A CONSUMER UNDER NEW JERSEY LAW, INCLUDING, WITHOUT LIMITATION, THE NEW JERSEY PRODUCTS LIABILITY ACT); AND (D) THE NEW YORK GOVERNING LAW PROVISION (FOR EXAMPLE, TO THE EXTENT THAT YOUR RIGHTS AS A CONSUMER RESIDING IN NEW JERSEY ARE REQUIRED TO BE GOVERNED BY NEW JERSEY LAW).

12. THIRD-PARTY LINKS & ADDITIONAL TERMS

The Platform may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties or Partners and which may be subject to additional terms and conditions (“Third Party Websites”). ShareVino does not review, monitor, operate and/or control the Third Party Websites and ShareVino makes no guarantees, representations, and/or warranties as to, and shall have no liability for, the content available on or through and/or the functioning of the Third Party Websites. By providing access to Third Party Websites, ShareVino is not recommending and/or otherwise endorsing the products and/or services provided by the sponsors and/or owners of those websites. Your access to and/or use of the Third Party Websites, including, without limitation, providing information, materials and/or other content to the Third Party Websites, is entirely at your own risk. ShareVino reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.

Your use of the Platform is subject to any and all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post or link to on the Platform (collectively, the "Additional Terms"), such as end-user license agreements, or other agreements or rules applicable to particular features, promotions, or content on the Platform, including, without limitation:

• Google Maps/Google Earth Additional Terms of Service located at

  https://maps.google.com/help/terms_maps.html

• Google Privacy Policy located at

  https://www.google.com/intl/ALL/policies/privacy/index.html

• Google Looker Studio terms

  https://support.google.com/looker-studio/answer/7019158?hl=en

• Calendly terms and conditions

  https://calendly.com/legal/customer-terms-conditions

• Amazon Web Services (AWS)

  https://aws.amazon.com/service-terms/

• Stripe applicable service as the case may be, and any other service terms used by ShareVino. All such Additional Terms are hereby incorporated into this Agreement by reference.

  https://stripe.com/legal/ssa

All such Additional Terms are hereby incorporated into this Agreement by reference.

13. PRIVACY POLICY

ShareVino is committed to protecting your privacy and data. All personal data collected will be processed in accordance with our Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR) for users in the European Union. The terms and conditions of the Privacy Policy, posted on our website at https://sharevino.co/privacy-policy, are incorporated into this Agreement by reference.

When registering with our Platform, you provide us with certain information, including email, password, username, name, country of origin, images, etc. When registering and signing in via third-party application login (e.g., Facebook), the User authorizes us to access certain account information from that third-party application, such as profile information: name, profile picture, e-mail address (optional), current city (optional). Some of this information, such as passwords, will not be made public. Other information can be either hidden by default (email address, country of origin) or public by default (name and profile picture if third-party application signs up). The User/Registered User may or may not be able to manage the visibility of this information.

Where we process your personal data, personal information, or personally identifiable information to provide you with Services, you acknowledge that ShareVino is acting on your behalf, and you determine the means and purposes of the processing.

If you are (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal information” and “personal data” (as those terms are defined under the aforementioned Laws).

Notwithstanding any other provision of this Agreement, we may collect, use, and publish Anonymous Information (defined below) relating to or generated by your use of the Services and/or Sites and disclose it for the purpose of providing, operating, improving, and publicizing our products and Services to you or others, and for other business purposes. You agree that ShareVino may obtain and aggregate technical and other data about your and your Users’ use of the Services and Platform on a de-identified or anonymized basis, and ShareVino may use the Anonymous Information in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Platform provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports. Anonymous Informationmeans information that does not enable the identification of an individual, such as de-identified, aggregated, and/or analytics information, including IP addresses identified on the fly that may not be stored in our systems and Platform. ShareVino owns all Anonymous Information collected or obtained by us.

14. INTELLECTUAL PROPERTY & COPYRIGHT

ShareVino and its licensors retain all rights, titles, and interests in and to the Services, Platform, and Content, including all intellectual property rights therein. This includes, but is not limited to:

• Copyrights: All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively, 'Content')
• Trademarks: ShareVino’s name, logo, and all related trademarks, service marks, and trade dress
• Patents: All inventions, discoveries, and improvements related to the Services and Platform

ShareVino respects the intellectual property of others, and we ask all of our users to do the same. If you believe that your copyrighted work has been copied and is accessible on the Platform or a website through which our Services may be accessed in a way that constitutes copyright infringement, please provide us with a notification containing the following information required by the Digital Millennium Copyright Act, 17 U.S.C. §512 (“DMCA”):

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner of the work that allegedly has been infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works allegedly have been infringed, then a representative list of such copyrighted works;
3. Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the allegedly infringing material, e.g., the specific webpage on the Platform;
4. Information reasonably sufficient to permit us to contact the party alleging infringement, including an email address;
5. A statement that the party alleging infringement has a good-faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner or its agent, or is not otherwise permitted under the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the party alleging infringement is authorized to act on behalf of the copyright owner of the work that allegedly has been infringed.

Please send this notification to:
251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, AND to legal@sharevino.co.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying ShareVino and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with ShareVino’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, ShareVino has adopted a policy of terminating, in appropriate circumstances, Users/Registered Users who are deemed to be repeat infringers. ShareVino may also, in its sole discretion, limit access to the Platform and the Services and/or terminate the Accounts of any Users/Registered Users who infringe the intellectual property rights of others, whether or not there is any repeat infringement.

15. TERM, TERMINATION, AND SUSPENSION

Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement. Further, ShareVino reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform and/or Services offered on or through the Platform (or any part thereof), including but not limited to the Platform's features, look and feel, and functional elements and related Services. We will have no liability whatsoever on account of any change to the Platform or any suspension or termination of your access to or use of the Platform. You may terminate this Agreement at any time by closing your Account, uninstalling all Mobile Application(s) (if applicable), and ceasing use of the Platform and Services provided herein.

Upon termination of this Agreement for any reason or no reason: (1) your access rights will terminate and you must immediately cease all use of the Platform and Services; and (2) any provision of this Agreement that contemplates or governs performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement, including without limitation the following sections: (i) “Your Content and Conduct;” (ii) “Disclaimer;” (iii) “Limitation of Liability;” (iv) “Important Note to New Jersey Consumers;” (v) “Termination and Violations of this Agreement;” (vi) “Dispute Resolution;” (vii) “Indemnification” and (viii) “Waiver and Severability.”

ShareVino reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Platform and/or Services from a particular account, device, and/or IP address.

You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.

Termination. You may find information on how to terminate your account and Services. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice. You may terminate this Agreement by providing written notice of termination if ShareVino has materially breached this Agreement and has not cured such material breach within thirty (30) business days of ShareVino’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend ShareVino has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

ShareVino Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, ShareVino may (i) immediately suspend your access to the Services or (ii) terminate this Agreement, effective immediately. If ShareVino chooses to suspend your Services and the failure to comply continues, ShareVino may exercise any or all of its termination rights. Additionally, ShareVino may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.

Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services. No expiration or termination of this Agreement will affect your obligation to pay all charges that may have become due before such expiration or termination, including that ShareVino may retain any charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all charges due and owing during the period of suspension.

16. MODIFICATIONS TO THIS AGREEMENT

General Changes. ShareVino may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time. Changes to these Terms of Use will be posted on ShareVino’s website, which you should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, ShareVino will indicate the effective date of the Changes. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, ShareVino may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, ShareVino will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

Other Changes. You agree that ShareVino may modify, delete, and add to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In most instances, you may subscribe to these webpages using an authorized email to receive certain updates to policies and notices.

Change Notifications. It is your responsibility to keep your email address up to date for any notices that ShareVino may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Use.

17. PROPRIETARY RIGHTS; FEEDBACK

Feedback. If you or any of your employees, contractors, agents, or Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Platform, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Platform, including suggesting or recommending changes to the Platform such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) ShareVino owns, and ShareVino shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) ShareVino may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to ShareVino on your behalf, and you shall cause your employees, contractors, agents, and Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as ShareVino Confidential Information until ShareVino, in its sole discretion, chooses to make any specific Feedback non-confidential.

Ownership of ShareVino Property. ShareVino, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Platform Generated Data, (ii) all Feedback, (iii) the Platform, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Platform, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“ShareVino Marks”) associated or displayed with the Platform, together with the goodwill associated with any of the foregoing ShareVino Marks (all of the foregoing, collectively “ShareVino Property”). You may not frame or utilize framing techniques to enclose any ShareVino Marks, or other proprietary materials or information (including images, text, page layout, or form) of ShareVino without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing ShareVino Marks without our express prior written consent. No rights to use the ShareVino Marks are provided to you herein.

Reservation of Rights. ShareVino reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any ShareVino Property or other intellectual property provided in connection with this Agreement or the Platform.

18. CONFIDENTIALITY

“Confidential Information” means: (i) with respect to ShareVino, any information disclosed by, for, or on behalf of ShareVino, directly or indirectly, to you or any User/Registered User in connection with this Agreement, the Platform, or learned or accessed by you or any User/Registered User in connection with the Platform, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or User/Registered User or reasonably should be understood by you or User/Registered User to be confidential (“ShareVino Confidential Information”); and (ii) with respect to you, any information disclosed by you to ShareVino that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected appropriately.

Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

Obligation of Confidentiality. You and ShareVino shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor ShareVino will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, ShareVino also may disclose Customer Confidential Information to its consultants, contractors, service providers, sub processors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

Permitted and Compelled Disclosures. Notwithstanding the restrictions herein and without limiting any other rights of ShareVino, including our disclosure rights without notice, we may disclose Customer Confidential Information received in connection with this Agreement, the Platform as required by applicable Law; provided, however, that ShareVino will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by ShareVino in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Platform, Software, or ShareVino’s rights or property.

19. THIRD PARTY PROPRIETARY RIGHTS

You agree to not permit any User/Registered User to post, modify, distribute, or reproduce in any way in connection with your or your Users’/Registered Users’ use of the Platform any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by ShareVino in connection with your or your Users’ use of the Platform. ShareVino may deny access to the Services to any User alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon ShareVino’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify ShareVino as specified here.

20. EXPORT RESTRICTIONS

You acknowledge that the Platform, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and may be subject to other applicable country export control and trade sanctions Laws, including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and programs maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). You and your Users/Registered Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Platform or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) you and your Users/Registered Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your Users/Registered Users will not access or use the Platform, or export, re-export, divert, or transfer the Platform, in or to such countries or territories; (b) are not persons, or owned or controlled by 50% or more, individually or in the aggregate, by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists or any similar applicable list maintained by a country’s regulatory authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) you and your Users/Registered Users located in Belarus, Myanmar (Burma), Cambodia, China, Russia, or Venezuela are not Military Users and will not put Platform to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Customer Content created or submitted by you or your Users/Registered Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) you and your Users/Registered Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. Any list of countries included explicitly in this clause will be deemed to be updated to the extent that any country or territory is added or removed under the Export Control and Sanctions Laws. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

21. NO WARRANTIES

YOU AGREE THAT THE SERVICES AND PLATFORM ARE PROVIDED “AS IS,” AND SHAREVINO, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHAREVINO, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S/REGISTERED USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR PLATFORM. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. SHAREVINO DOES NOT ASSUME ANY RESPONSIBILITY FOR THE RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, USER/REGISTERED USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS/REGISTERED USER. USE OF THE SERVICES AND PLATFORM IS AT YOUR SOLE RISK.

22. INDEMNIFICATION

To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold ShareVino and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your Users/Registered Users’ use of the Services or Platform, (ii) your or your Users/Registered Users’ breach of this Agreement or violation of applicable Law, (iii) your or your Users/Registered Users’ infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your Users/Registered Users or any dispute between you and your Users/Registered Users, or (v) a personal injury or property damage to a third party relating to your or your Users/Registered Users’ acts or omissions.

23. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER

IMPORTANT: PLEASE REVIEW THE “DISPUTE RESOLUTION” SECTION SET FORTH BELOW CAREFULLY AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SHAREVINO THROUGH BINDING INDIVIDUAL ARBITRATION, REGARDLESS OF WHEN ARISING OR ASSERTED.

Any disputes arising out of or related to this Agreement, including claims of breach of contract, tort, or statutory claims, will be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (“Arbitration Agreement”). The arbitrator will be neutral and independent, with no affiliation with ShareVino or its affiliates or the other party or its affiliates. The arbitrator's decision will be final and binding. The parties agree to maintain confidentiality of all information disclosed during arbitration. This arbitration agreement is governed by and will be construed in accordance with the laws of the State of New York.
Arbitration means that an arbitrator, not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action.

Covered Disputes and Exceptions.You and ShareVino agree that any dispute or claim between you and ShareVino arising out of or relating to this Agreement, Platform, or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with ShareVino, will be resolved by binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS HAVE BEEN FILED OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION IN THOSE ACTIONS.
This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or ShareVino: (i) small claims court actions if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights, and patents.

Informal Dispute Resolution First. We want to address any Disputes without needing arbitration. If you have a Dispute with ShareVino, prior to initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: Legal Team, ShareVino Inc, Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, AND to legal@sharevino.co, so that we can work together to resolve the Dispute amicably. A Pre-Arbitration Demand is only valid when it pertains to and is on behalf of a single individual or Partner. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid to all. The Pre-Arbitration Demand must include (i) your name, telephone number, mailing address, and email address associated with your Account; (ii) the name, telephone number, mailing address, and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if ShareVino has a Dispute with you, ShareVino will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your ShareVino account. If the dispute is not resolved within sixty (60) calendar days of when either you or ShareVino submitted a pre-arbitration demand (unless extended by the agreement of both parties), arbitration can be brought in. If you or ShareVino have a Dispute involving claims under the exception to arbitration included therein, then this section does not apply to such Dispute. You agree that compliance with this section is a condition precedent to commencing arbitration and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

Arbitration Procedure.If, after completing the informal dispute resolution process set out in this section, either you or ShareVino wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration shall be sent to the ShareVino Legal team at the address indicated above. ShareVino will send any arbitration demand to the email address associated with your ShareVino account or your counsel, if any. You and ShareVino agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for whatever reason, then the state laws governing arbitration procedures where you reside apply.
Arbitration hearings will take place through videoconferencing by default unless you and ShareVino agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award shall have no preclusive effect in another arbitration or court proceeding involving ShareVino and a different individual. The arbitrator shall have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Mass Action Waiver, including any claim that the section is unenforceable, illegal, void, or voidable, or that it has been breached.
If a request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. If you or ShareVino challenge the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election shall be severed from this Arbitration Agreement as to your Dispute. However, such court determination shall have no preclusive effect in another arbitration or court proceeding involving ShareVino and a different individual.

Jury Trial Waiver.You and ShareVino waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and ShareVino are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

Mass Action Waiver. You and ShareVino agree that, except as specified in the section below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and ShareVino agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the state or federal courts located in New York, New York. This subsection does not prevent you or ShareVino from participating in a class-wide settlement of claims.

Bellwether Arbitrations. To increase the efficiency of administration and resolution of arbitrations, you and ShareVino agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands shall be filed with the arbitration provider, and the parties shall hold in abeyance, and not file, the non-Bellwether Arbitrations. ShareVino will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the requirement to file within one (1) year in the section below, shall remain tolled when non-Bellwether arbitration demands are held in abeyance. While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance.

All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement. In an effort to expedite the resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. ShareVino may at its sole discretion decide to pay the Administrative Arbitrator’s costs, and if not, both parties will equally share the costs.

The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals not selected for a Bellwether Arbitration.

Following the resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”). The Global Mediation shall be administered by the arbitration provider administering the Bellwether Arbitrations. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.

The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Bellwether Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. The statutes of limitation applicable to each arbitration demand within a Mass Filing, including the requirement to file within one (1) year in the section below, shall remain tolled from the time a party makes a Pre-Arbitration Demand to the time when that party files the arbitration demand with the arbitration provider.

Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for the arbitration hearing, you or ShareVino may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer (which, solely for purposes of offers of judgment, may include reasonable attorneys’ fees to the extent they are recoverable by statute, in an amount not to exceed the damages awarded).

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual settlement offer(s) or offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

Arbitration Costs. Except as provided for in a Mass Filing (see Section 27.7), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. If your gross monthly income is less than 300% of the federal poverty guidelines, you may be entitled to a waiver of certain arbitration costs.

Requirement to File Within One Year. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement must be filed within one (1) year after such claim or cause of action arose, or else it will be permanently barred. The statute of limitations and arbitration cost deadlines shall be tolled while the parties engage in the informal dispute resolution process required above.

Opt-Out. If such right is required under the applicable Law, you may reject this Arbitration Agreement and opt out of arbitration by sending an email to legal@sharevino.co within thirty (30) calendar days of the date you created your account. Your opt-out notice must be individualized and must be sent from the email address associated with your individual ShareVino account. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of other individuals. Your notice to opt-out must include your first and last name, address, the email address associated with your ShareVino account, and an unequivocal statement that you decline this Arbitration Agreement referring to a specific legal provision under which you have such right. If you do decide to opt-out, that opt-out will apply to this Arbitration Agreement and all previous versions thereof, and neither party will have the right to compel the other to arbitrate any Dispute. However, all other parts of this Arbitration Agreement will continue to apply to you, and opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

Agreement to court jurisdiction for matters not covered by arbitration. Except as otherwise provided above in this Arbitration Agreement and in the case when where under the applicable mandatory Law you opt out of arbitration, the parties consent to the exclusive jurisdiction and venue of the state courts in New York, New York, and the federal courts in the United States District Court for the Southern District of New York. Notwithstanding the above, you and ShareVino agree that this paragraph does not preclude either you or us from initiating any proceedings (including nullity proceedings) before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or ShareVino. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.

Severability. Except as provided above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

24. MARKETING

You grant ShareVino permission and the right to (i) identify you as a customer and to use your logo across ShareVino marketing materials (e.g., the ShareVino Website, emails, presentations, brochures), and (ii) develop content around your experience as a ShareVino customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section will be created in cooperation with you and used only upon your approval. ShareVino will use any trademarks provided by you pursuant to clause (i) of this Section in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

Opt-Out. If you do not wish to be featured in marketing materials, you may opt-out by sending an email to info@sharevino.co with the subject line "Marketing Opt-Out" and including your name, email address associated with your ShareVino account, and a clear statement of your opt-out request within 30 days from creating your account. We will process your request within a reasonable time and ensure that you are not featured in any future marketing materials.

25. MISCELLANEOUS

Assignment, Successors, and Assigns. You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

Governing Law. IMPORTANT: PLEASE REVIEW THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES BETWEEN YOU AND SHAREVINO WILL BE RESOLVED. This Agreement, including its interpretation, construction, performance, enforcement, or any dispute arising out or in relation thereto, except that the Federal Arbitration Act governs provisions relating to arbitration, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Language and Translations. All notices and communications under this Agreement must be in English. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency. Certain features of the Platform may be presented in multiple languages. We do not represent or guarantee that any translation is accurate but are striving to provide the most suitable translation to ensure a great experience for Partners and Users/Registered Users.

Merger; Integration. This Agreement constitutes and embodies the final agreement between you and ShareVino and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and ShareVino regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an order form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an order form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor ShareVino has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

No Agency Relationship. ShareVino and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency.

No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than ShareVino and you.

Notice. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by ShareVino) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to ShareVino at “Attention Legal Team, ShareVino Inc, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, USA” AND to legal@sharevino.co.

Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and ShareVino intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement, and the rest of this Agreement will remain in full force and effect.

Survival. All sections of this Agreement that, by their nature, should survive termination or expiration will survive, including sections pertaining to confidential information, ShareVino’s Proprietary Rights, license rights granted by you to ShareVino, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

Waiver. ShareVino’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by ShareVino’s duly authorized representative.

Interpretation. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

26. CONTACT

If you have any questions regarding this Agreement or the Platform, please visit our “Contact Us” page for answers and our contact information.