SOVOS COMPLIANCE, LLC
Terms of Service Agreement

This TERMS OF SERVICE AGREEMENT (" Agreement") is made between Sovos Compliance, LLC (" Sovos") and you, or, if you represent an entity or other organization, that entity or organization (in either case, " You").

Sovos provides certain services relating to the shipment or distribution of alcoholic beverages (the " Services") through web sites designated by Sovos (the " Sites"). You have placed an order with Sovos, either by telephone or by submitting a paper or online application or order form for the Services to Sovos (in each case, Your " Order") seeking to access and use certain of the Services. Sovos is willing to accept Your Order and provide You with access to and use of those Services if You agree to be bound by the terms and conditions of this Agreement.

PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING THE BUTTON ON YOUR SCREEN ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, SOVOS IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SERVICES AND YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ACCESS OR USE THE SERVICES YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement is entered into as of the earlier of the date You first complete an Order relating to the Services or first access or use the Services (the " Effective Date"). This Agreement consists of the following terms and conditions and each Order submitted by You and accepted by Sovos, each of which is incorporated in and made a part of this Agreement. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Services and the Sites and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Services and the Sites. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

1. DEFINITIONS. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.

2. TERM. The term of this Agreement shall commence on the Effective Date and shall continue for as long as You continue to use and access the Site to process registrations.

3. SUBSCRIPTION. Subject to this Agreement and Sovos' then-current access and use policies for the Services, during the term of this Agreement Sovos will provide You with a limited right to access and use the Services under this Agreement, solely for Your internal use in connection with your own business purposes. Your rights are personal, non-exclusive, non-transferable and non-sublicensable. You understand that Sovos may from time to time update, change or revise the Services (or the Sites), and that all such updates, changes and revisions will be deemed part of the Services (and Sites) for all purposes of this Agreement.

4. ACCESS TO THE SERVICES. The rights granted to You under this Agreement entitle You to access the Services through accounts (each, an "Account"). You will be required to create a user identification and password applicable to each Account You have purchased (each such user identification and password, an "Account ID"). Each Account ID is personal in nature and may be used only by You or, if You are an organization, by a single designated employee or contractor within Your organization (such individual, as applicable, the "User" of the Account). You are solely responsible for all use of the Services by each User and for compliance by each User with the applicable terms of this Agreement and Sovos' then-current access and use policies for the Services. You will ensure the security and confidentiality of each Account ID and will notify Sovos immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You are fully responsible for all liabilities and damages incurred through use of each Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In no event will Sovos be liable for the foregoing obligations or the failure by You to fulfill such obligations. You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You and each User to connect to, access, and use the Services and the Sites.

5. RESTRICTIONS. You acknowledge that the Services, the Sites and the databases, software, hardware and other technology used by or on behalf of Sovos to provide the Services and operate the Sites (the "Technology") and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Sovos. You will not, and will not permit any third party to: (1) access or use the Services or the Sites, in whole or in part, except as expressly provided in this Agreement; (2) alter, modify, reproduce, create derivative works of the Services or Technology; (3) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Services, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Services, or access thereto, available to any third party; (4) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Services or the Technology (except to the extent the restriction of any of the foregoing is prohibited by applicable law); (5) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Services or Technology; or (6) interfere in any manner with the operation or hosting of the Sites, Services or Technology, or attempt to gain unauthorized access to the Sites or the Services. You will not allow any access to or use of the Services by anyone other than Your authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

6. FEES AND PAYMENT. You agree to pay Sovos all fees specified through the Services ("Fees") in accordance with the payment methods designated through the Services. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant Sovos the right to charge the credit card or debit the bank account provided to Sovos for all Fees incurred under this Agreement. Except as specified herein, all Fees will be non-refundable once paid to Sovos. Until paid in full, all past due amounts will bear an additional charge of the lesser of one and one-half percent (1½%) per month or the maximum amount permitted under applicable law. Sovos may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next renewal term of this Agreement. If Sovos requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.

7. TERMINATION AND SUSPENSION. This Agreement may be terminated by Sovos immediately upon notice to You from Sovos following any breach by You of this Agreement. This Agreement may also be terminated by either party for any reason or no reason upon 30 days’ notice to the other party. Without limiting Sovos' right to terminate this Agreement, Sovos may also immediately suspend Your access to the Sites and Services, with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or of applicable law. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Sites and Services; (c) all Fees then owed will become immediately due and payable; and (d) You will immediately either return to Sovos or, at Sovos' discretion, destroy the Sovos Information, Account IDs, Sovos Confidential Information, and other information related to this Agreement in Your possession or control. Sections 5, 6, 7, 8, 10.3, 12, 14 and 16 will survive any expiration or termination of this Agreement.

8. OWNERSHIP. Sovos retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Sites, Services, Technology, Sovos Information, and any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from Your right to access the Services under this Agreement. The Sovos name, logo and the product and service names associated with the Services are trademarks of Sovos (or its third party providers), and no right or license is granted to You to use them. For purposes of this Agreement, "IPR" means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

9. DATA AND INFORMATION.

9.1 Sovos Information. Sovos provides You with access to certain data, information and other content through the Services ("Information"). Subject to this Agreement, each User may: (a) access, store, display and print the Sovos Information (without modification) solely for Your internal business purposes; and (b) distribute the Sovos Information (without modification) to customers and service providers of Yours solely for the purpose of facilitating wine shipments from You to those customers and service providers. Except as expressly provided in this Agreement, You will not, and will not permit any User to: (i) alter, modify, reproduce, create derivative works of the Sovos Information; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer the Sovos Information, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Sovos Information. Certain of the Sovos Information includes or is based on data, information and content from independent third party providers ("Third Party Information "). Sovos uses commercially reasonable measures to ensure that the Third Party Information is reliable, but Sovos has no independent basis to verify or contradict the accuracy or completeness of the Third Party Information and will not be responsible for any erroneous Third Party Information provided through the Services.

9.2 Your Information. You will be solely responsible for all data, information and other content provided by, collected or obtained from, You through the Services, including, without limitation, all personally identifiable information relating to You or any of Your Users, customers, service providers, employees or agents ("Your Information"). You grant to Sovos all necessary rights and licenses in and to the Your Information necessary for Sovos to provide the Services under this Agreement. You will not, and will not permit any third parties to, provide Your Information, and You represent and warrant that none of the Your Information: (a) infringes, misappropriates or violates any IPR of any third party, or is defamatory, harmful to minors, obscene or pornographic; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (c) is false, misleading or inaccurate. You will maintain an adequate back-up of all Your Information and Sovos will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Your Information. Sovos may take remedial action if any Your Information violates this Section 10.2, provided that Sovos is under no obligation to review any Your Information for accuracy or potential liability. You represent and warrant to Sovos that You have all necessary right, title, interest and consent necessary to allow Sovos to use the Your Information for the purposes for which You provide Your Information to Sovos, including, without limitation, the delivery of any and all emails and other communications. You will defend, indemnify and hold harmless Sovos from any and all losses, costs, damages, liabilities or expenses (including without limitation reasonable attorney's fees) incurred or arising from any claim by a third party arising out of or relating to the Your Information or the use thereof by Sovos in providing the Services.

10. WARRANTIES AND DISCLAIMER.

10.1 By Sovos. Sovos represents and warrants to You that Sovos will use commercially reasonable efforts to maintain and verify that the Services are operational, accurate, and current with respect to information provided about the shipment of alcoholic beverages. NOTWITHSTANDING THE FOREGOING, YOU REMAIN SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR COMPLIANCE WITH, AND WILL DEFEND, INDEMNIFY AND HOLD HARMLESS SOVOS FROM AND AGAINST ANY CLAIMS ARISING FROM ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF, ALL INTERNATIONAL, FEDERAL, STATE AND LOCAL TREATIES, LAWS, REGULATIONS AND ORDINANCES REGARDING YOUR BUSINESS AND PRODUCTS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SHIPMENT OF WINE OR OTHER ALCOHOLIC BEVERAGES AND THE PAYMENT OF ALL SALES, USE, VALUE ADDED, LICENSING AND OTHER TAXES AND CHARGES THAT MAY BE APPLICABLE TO YOUR BUSINESS AND PRODUCTS).

10.2 By You. You acknowledge that the laws and regulations applicable to the shipment of alcoholic beverages can and do change frequently and their application can vary widely based upon the specific facts and circumstances involved. You represent and warrant that You will: (a) review Your business and financial records and practices for indications of error prior to using such records and practices for any purpose; (b) review Your shipping decisions, compliance status, and reports for errors prior to using such decisions, status and reports for any purpose; and (c) consult with Your own professional compliance advisors and, as applicable, legal counsel concerning specific direct shipping circumstances.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SITES AND SERVICES (AND ALL SOVOS INFORMATION PROVIDED THROUGH THE SITES AND SERVICES) ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND SOVOS AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOVOS, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 11.

11. INDEMNITY. Sovos will, at its expense, defend You against any claims brought against You by a third party that the use by You of the Services under this Agreement infringes any copyright, trade secret or trademark right. In addition, Sovos will pay any damages that a court finally awards against You in a litigation based on any such claim. The foregoing obligation of Sovos under this Section 12 are conditioned upon You providing Sovos with: (1) notice of any such claim within 10 days after You receive written notice thereof; (2) sole control over the defense and settlement of such claim; and (3) reasonable assistance (at Sovos' expense) in the defense and settlement of such claim. If You are, or Sovos reasonably believes You may be, enjoined from using the Services, Sovos, at Sovos' option and expense, may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing, or provide You a refund of all pre-paid amounts applicable to such Services (if any) and terminate this Agreement with respect to such Services.

12. LIMITATION ON LIABILITY. IN NO EVENT WILL SOVOS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITES, SERVICES (OR ANY SOVOS INFORMATION PROVIDED THROUGH THE SITES OR SERVICES), EVEN IF SOVOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SOVOS'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO SOVOS HEREUNDER IN THE 3 MONTHS PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, $100). YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT SOVOS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SOVOS' LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. REFERENCE. Unless withdrawn upon written request, You allow Sovos to publicize its relationship with Sovos.

14. DATA PRIVACY.You expressly consent to the use and disclosure of personally identifiable and other data and information as described in Sovos' then-current privacy policy displayed on at Sovos.com ("Privacy Policy"). Notwithstanding anything in the Privacy Policy, Sovos will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from the use and operation of the Services under this Agreement (including, by way of example and not limitation, information relating to total volumes of shipments using the Services originating in Your state, total volumes of shipments using the Services from Your state into other states on a state-by-state basis, or any similar information). To the extent any such data or information is collected or generated by Sovos, the data and information will be solely owned by Sovos and may be used by Sovos for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any User or customer of You as the source thereof.

15. CONFIDENTIALITY. For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed or made available under this Agreement that relates to the Technology, the provision or receipt of the Services, or either party's financial condition, operations, customers or business. For the avoidance of doubt, (1) the Services, Technology, and Sovos Information are the Confidential Information of Sovos, (2) all data regarding Your customers, including without limitation, identities, addresses, purchasing patterns, and volume of purchases are the Confidential Information of You, and (3) the data and information specified in Section 15 will not be the Confidential Information of You. Each party agrees to protect the other party's Confidential Information with the degree of care that such party uses to protect its own confidential information of like nature, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement. Each party may disclose Confidential Information to personnel having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and each party uses its best efforts to ensure their compliance therewith. If either party is required to disclose the other party's Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the other party as soon as practicable in order to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party's reasonable expense). In the event of any conflict between the Privacy Policy and the provisions of this Section 16, the provisions of this Section 16 shall control.

16. GENERAL. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to or application of conflicts of law rules or principles. The parties explicitly disclaim the application of the United Nations Convention on the Sale of Goods. Any action or lawsuit related to this Agreement must be brought exclusively in either the Federal or State Courts of Massachusetts (or the courts having jurisdiction over those courts), and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of You hereunder may be assigned by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Sovos. Any assignment in violation of the foregoing will be null and void. Sovos may assign this Agreement to any party that assumes Sovos' obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is the complete and exclusive statement of the agreement between the parties, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.

© Product Registration Online All Rights Reserved