TERMS OF USE

Last Updated March 14, 2025

THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. DETAILS ARE SET FORTH BELOW.

This agreement (the "Terms of Use ") is a legally binding agreement between you and Drinks Holdings, Inc. ("Company," "We," "Our" or "Us") as operators of the drinks.com website, and governs your access to and use of the website located at URL www.drinks.com and its related social media pages owned or operated by, or licensed to, Us (collectively, the "Site"). By using the Site, you agree to be bound by these Terms of Use and acknowledge and agree to the collection, use and disclosure of your personal information, including without limitation personally identifiable information, in accordance with Our Privacy Policy. Your use of the Site is subject to these Terms of Use and all applicable laws. These Terms of Use may change at any time without prior notice. Any changes will be reflected on the Terms of Use page of the Site.

MINIMUM AGE REQUIREMENT AND BINDING ARBITRATION

If you use the Site, you represent and warrant that you are at least eighteen (18) years of age. In no event shall you use the Site if you are under the age of 18. We may refuse to register any person, or service any request, at any time in Our sole discretion. IF YOU DO NOT COMPLY WITH THIS AGE REQUIREMENT OR IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE WEBSITE AND DO NOT USE ANY SERVICES OFFERED BY DRINKS. THESE TERMS OR USE INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM AGAINST US TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION AGREEMENT ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY CLAIM INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.

USING THIS SITE

To use the Site, you may be asked to provide personally identifiable information such as your name, email address and/or phone number (collectively, your “Personal Information”). By submitting information to Us, you understand and agree that We may share information about you with other companies for the purpose of processing your request including, but not limited to, marketing, vendor processing, and fraud prevention. Please review Our Privacy Policy regarding the information We collect, use and share, and the terms of such collection, use and sharing. You represent and warrant that all personally identifiable information you provide to Us is complete, accurate and non-fraudulent.

PROMOTIONAL EMAILS

When you submit Personal Information through the Site, you agree to receive transactional and promotional emails from Us. We will never rent, sell or share your email address except to the extent set forth in these Terms of Use and in Our Privacy Policy.

ACCEPTABLE USE POLICY

You hereby agree that you are solely responsible for your conduct in connection with your use of the Site. In connection with your use of the Site, you further agree not to engage in any of the following prohibited activities: (a) submit any Personal Information if you are under 18 years of age; (b) interfere with or inhibit the use of the Site by other users; (c) use the Site for commercial purposes for yourself and/or third parties; (d) interfere with, disrupt or attempt to gain unauthorized access to the Site or any other computer network; (e) copy, reverse engineer, or attempt to derive the source code of any part of the Site; (f) post any comment on the Site or social media page that is private, libelous, harassing, abusive, obscene, vulgar, sexually explicit, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or is unrelated to Our products or is clearly false or misleading; (g) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property of any person; (i) disseminate or transmit viruses, Trojan Horses, or any other malicious code or program; or (j) use the Site in a manner or engage in any other activity that would violate these Terms of Use or any applicable laws. Violation of the foregoing restrictions may potentially subject you to liability. We may investigate any reported violation of these Terms of Use and take any action that We deem appropriate. Such action may include, but is not limited to, issuing warnings, denying you access to the Site, unilaterally removing posted content and/or reporting any activity that We suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.

LIMITED LICENSE

We grant you the limited right to access and make use of the Site as a user. The Site, including, without limitation, all text, graphics, images, logos, software, trademarks, service marks and trade names incorporated in the Site (the "Content") are owned by or licensed to Us. Unless authorized in writing and in advance by Us or the applicable rights holder, you may not sell, reproduce, copy, distribute, modify, display, publicly perform or otherwise exploit the Content for any public or commercial purpose. No provisions of these Terms of Use shall be construed to convey any property right in or license to the Content.

THIRD-PARTY LINKS

You may have contact or other interaction with third parties by clicking third-party links on Our Site and being directed to third-party websites. You acknowledge and agree that you are proceeding at your own risk and that any such third parties are not under Our control. We shall be in no way responsible or liable for any acts, omissions, breaches, representations or warranties made by any such third parties, or for any losses, injuries, or other damages you incur in connection with your contact or other interaction with them, including the content on, or the privacy practices of, such third parties. If you visit the website of, or submit information to, any third parties, your visit and the information you submit are governed by the privacy statement of that third party. We encourage you to carefully read the privacy statements of any website you visit.

MODIFICATION

We may modify these Terms of Use at any time, in Our sole discretion, without specific notice to you provided, however, that any amendment or modification to the provisions applicable to dispute resolution shall not apply to any disputes incurred prior to the applicable amendment or modification. The latest version of these Terms of Use will be posted to the Site, and you should review these Terms of Use prior to using the Site. Any changes to these Terms of Use will become effective immediately and your continued use of the Site following such notification will be deemed confirmation of your acceptance of such changes. You will not be eligible for any compensation because you cannot use any part of the Site or because of a failure, suspension or withdrawal of all or part of the Site.

DISCLAIMER

THE PRODUCTS AND SERVICES OFFERED THROUGH THE SITE ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESS DISCLAIMED TO THE EXTENT PERMITTED BY LAW PROVIDED, HOWEVER, THIS DISCLAIMER OF WARRANTIES IS NOT APPLICABLE TO RESIDENTS OF THE SATE OF NEW JERSEY OR ANY STATE WHERE SUCH DISCLAIMER OR WARRANTIES IS PROHIBITED BY LAW. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.

YOU ALSO HEREBY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, IF APPLICABLE, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS FOR WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM AT SUCH TIME, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

ERRORS AND INACCURACIES

We strive to provide complete, accurate, up-to-date information on Our Site. Unfortunately, despite those efforts, human or technological errors may occur. For example, Our Site or the information, software and services included on or available from the Site may contain typographical errors, inaccuracies, errors or omissions, and some information may not be complete or current. Information is updated periodically. We reserve the right to make improvements, changes and/or corrections to the Site and/or services at any time without prior notice. We do not make any warranty or declaration concerning the appropriateness, reliability, availability, timeliness, lack of viruses/malware or any other components which may cause damage, or regarding the accuracy of the information, the software, the services and corresponding graphical material contained on the Site, or in the services offered in relation to any purpose.

UNLAWFUL ACTIVITY

We reserve the right to investigate complaints We may receive in connection with your use of the Site. Without limiting the generality of the foregoing, We may report any suspected illegal activity to law enforcement officials and regulatory bodies, and in doing so, may disclose any relevant information to such officials and/or regulators, including, without limitation, your Personal Information, other personally identifiable information, IP address(es), and your Site usage history as provided in Our Privacy Policy.

TERMINATION

The agreement contained in these Terms of Use is effective upon your acceptance as set forth herein, and shall continue in full force and effect until terminated. We may suspend or terminate the agreement, or remove or disable access to any portion of the Site, at any time and for any reason with or without cause or notice to you.

INDEMNIFICATION

You agree to indemnify, defend and hold the Company and its employees, officers, directors, agents, contractors, representatives, affiliates, service partners, vendors, licensors, licensees, successors and assigns harmless from and against any losses, costs, liabilities, settlements, fines, payments or damages (including reasonable attorneys' fees and costs) resulting from any claim, suit or proceeding, threatened or otherwise, at law or in equity made or brought against Us, and caused by, arising out of, resulting from, or in any way attributable to: (i) your use of the Site; (ii) anything you submit to the Site; (iii) your violation of these Terms of Use; (iv) your violation of the rights of any third parties; and/or (v) use of the Site by any other person accessing the Site using your computer or Internet access account.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS CORPORATE AFFILIATES, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SERVICE PARTNERS, VENDORS, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS SHALL BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS OR DAMAGES, INCIDENTAL OR INDIRECT OF ANY TYPE, BASED ON CONTRACT, ILLICIT ACTIONS OR OTHER, DERIVING FROM OR IN ANY WAY CONNECTED WITH USE OF THE SITE, DELAYS OR INABILITY TO USE THE SITE OR CORRESPONDING SERVICES, THE SUPPLY OR LACK OF SUPPLY OF SERVICES, YOUR USE OF THE PRODUCTS OR SERVICES OFFERED THROUGH THE SITE, OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICE OR GRAPHICS OBTAINED VIA THE SITE, EVEN IF THE COMPANY HAS NOTICE OR KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES TO DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES YOU OR OTHERS MAY SUFFER, AS WELL AS DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, OR THE LOSS OF DATA OR INFORMATION. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF COMPANY AND ITS CORPORATE AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SERVICE PARTNERS, VENDORS, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON COMPANY’S CHOICE OF LAW PROVISION SET FORTH BELOW.

GOVERNING LAW

These Terms of Use, the Privacy Policy, and all issues collateral thereto shall be governed and construed in accordance with the laws of the State of California and without regard to its conflict of laws principles.

DISPUTE RESOLUTION

WHEN YOU AGREE TO THESE TERMS OF USE, YOU ARE AGREEING TO A DISPUTE RESOLUTION POLICY THAT INCLUDES (1) A REQUIREMENT TO ARBITRATE ANY CLAIM, DISPUTE OR CONTROVERSY, INCLUDING ALL STATUTORY CLAIMS AND ANY STATE OR FEDERAL CLAIMS, THAT MAY ARISE OUT OF OR RELATE TO THESE TERMS OF USE, OUR PRIVACY POLICY OR YOUR USE OF THE SITE OR ANY PRODUCT OR SERVICE PROVIDED THROUGH THE SITE; AND (2) A WAIVER OF ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION, TRIAL BY JURY, OR ADMINISTRATIVE PROCEEDING, IN ORDER TO SETTLE YOUR DISPUTE.

You and We agree that in the event of any dispute between Us, you and We will first try to resolve the dispute by talking with each other. Accordingly, neither you nor We may start a formal proceeding for at least thirty (30) days after one of Us notifies the other in writing of a dispute. The parties shall attempt to resolve any controversy or claim arising out of, or relating to, any provision of the agreement or the breach thereof by good faith negotiations between the parties.

If you and We are unable to resolve Our dispute by talking to each other, you and We each agree that, to the fullest extent permitted by law, any controversy or claim arising out of or relating to Our relationship, either the Terms of Use or the Privacy Policy (including any dispute as to their breach, termination, enforcement, interpretation or validity), the Site or any Product or service provided under or in connection with Our relationship that is not resolved will be resolved exclusively by final and binding arbitration before one arbitrator in the county of Los Angeles, California under the rules of the American Arbitration Association then in effect. The prevailing party, as determined by the arbitrator, shall be entitled to collect its reasonable costs, expenses, and interest (including reasonable attorneys' fees, arbitration fees, and other such costs). EACH PARTY UNDERSTANDS THAT BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH PARTIES GIVE UP THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. You have a right to hire an attorney, at your own cost, to represent you in arbitration. The arbitrator's decision shall be final and binding and may be enforced by any state or federal court that has jurisdiction; provided, however, that the arbitrator shall not have authority to make errors of law and any arbitration award may be challenged if the arbitrator does so. The arbitrator shall give a written statement of the disposition of each claim and the award, including any award of costs, expenses or interest, shall provide a concise written statement of the essential findings and conclusions upon which it is based. Notwithstanding any provision in these Terms of Use to the contrary, We agree that if We make any future material change to this arbitration agreement, it will not apply to any individual claim(s) of which you had already provided notice to Us.

You and We agree not to join or consolidate claims in arbitration by or against the other. You and We also agree that you and We will not be entitled to bring any claim as a representative member of a class or in a private attorney general capacity against the other, or against Our service partners, any Licensed Retailers, licensors, officers, directors, members, agents, employees, representatives, affiliates and predecessors. YOU HEREBY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. You and We retain Our respective rights to make any complaint to regulatory agencies or governmental investigators. A court may sever any portion of this provision that it may find to be unenforceable, except for the prohibition on class, representative or private attorney general arbitration.

Notwithstanding any of the foregoing, if We are suffering irreparable harm arising out of or related to your use of the Site, We are not precluded from bringing an action or claim with respect thereto before the appropriate federal or state court located in the county of Los Angeles, California, and you consent to personal and subject matter jurisdiction of such court related to any such action or claim.

ASSIGNMENT

These Terms of Use are personal to you. You may not assign these Terms of Use. We may assign any of Our rights and delegate any of Our duties hereunder at any time, without your consent, at Our sole discretion. These Terms of Use and the Privacy Policy will inure to the benefit of Our successors, assigns and licensors.

FORCE MAJEURE

Neither Company nor its corporate affiliates, nor its or their directors, officers, employees, agents, contractors, representatives, service partners, vendors, licensors, licensees, successors or assigns shall be liable for performance of its obligations under these Terms of Use if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation or any act of any state or agency of the United States, (ii) any act of God, pandemic, war, civil unrest, emergency condition, pandemic or state or national emergency, (iii) the unavailability, failure or interruption of the Internet; (iv) any business closure mandated by local, state or federal authority; or (v) any other circumstances beyond the reasonable control of the Company or its service providers including, but not limited to, service partners, vendors, licensors, licensees, officers, directors, , agents, employees, representatives or affiliates.

WAIVER

Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

SEVERABILITY

In the event that any provision of these Terms of Use is declared void or unenforceable, such provision shall be deemed severed from these Terms of Use, and these Terms of Use shall otherwise remain in full force and effect unless its purpose cannot be effected absent the severed provision.

ENTIRE AGREEMENT

These Terms of Use and Our Privacy Policy, and any other terms or agreements that may be posted on the Site (as may be amended from time to time) contain the entire agreement between you and Us relating to the Site and your use of the Site (collectively, the “Agreement”), and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and Us in relation to such matters. No oral explanation or oral information shall alter the interpretation of Our Agreement. You confirm that you have not relied on any representation except insofar as the same has expressly been made a representation in this Agreement, and you agree that you shall have no remedy in respect of any representation which has not become a term of this Agreement.