Terms Of Service

Pour.Now Inc.

Last Updated: October 1, 2026

Introduction

Welcome to Pour.now, operated by Pour.Now Inc. (“Pour.Now”, “we” or “us”). By using the Services (as defined below), you agree to the following terms and conditions and our Privacy Policy available at https://pour.now/privacy-policy, and, for Customers, each Order Form and, where applicable, the Data Processing Addendum, each of which is incorporated herein by reference (collectively, the “Terms”). If you are using the Services on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts these Terms. The current version of these Terms is available at https://pour.now/terms-of-service. Changes to these Terms, and the order of precedence among the documents that make up the Terms, are governed by the Order Forms, Order of Precedence, and Changes to These Terms section below.

Pour.Now is a consumer facing, third-party service provider to the alcohol beverage industry. Pour.Now’s principal enterprise involves a web-based platform (the “Platform”) through which Pour.Now connects online consumers with licensed retailers and provides digital brand marketing pages for suppliers.

Pour.Now contracts with industry suppliers and brand owners (the “Customers”) seeking to advertise and promote their brands to online consumers. Alcohol beverage suppliers pay a monthly marketing fee (per brand, per month, per market) to build and place advertising campaigns on supplier-branded marketing pages that are hosted on the Platform.

Pour.Now allows consumers to connect with licensed retailers in one of two ways. First, retailers can integrate into the Platform to supply information to consumers regarding their available brands, prices, and direct-to-consumer and curbside delivery options. Where a retailer is integrated with the Platform and so desires, consumers are able to place products directly into a shopping cart linked to the licensed retailer, such that all payments and sale fulfillment are managed and controlled by the retailer. Second, if a retailer is not interested in integrating, the Platform will redirect the consumer to the retailer’s product detail page where the consumer will continue the transaction. Pour.Now is not a licensed retailer, does not take title to any alcohol beverage product, does not collect purchase proceeds on behalf of any retail licensee, and does not facilitate or participate in the licensed sale of alcohol beverages. All transactions for the purchase of alcohol beverages are conducted exclusively by and through licensed retailers in compliance with applicable federal, state, and local laws, including the three-tier system of alcohol beverage distribution.

The Pour Now Platform is a consumer facing site and is primarily deployed on the pour.now website and secondarily and optionally as an embedded window, frame, or page within the websites and digital marketing campaigns of its Customers (the “Embedded Content”). These Terms and our Privacy Policy apply to our website (www.pour.now), the Platform and Embedded Content that has a link to our Terms and Privacy Policy displayed within it (the “Services”). These Terms and Privacy Policy do not apply to the Customer property within which our Embedded Content is embedded, nor to any third party website to which the user may be re-directed from within the Embedded Content.

Scope; Applicable Users. These Terms govern access to and use of the Services by (a) Customers that purchase or receive Services under an Order Form, and (b) individuals who access the pour.now website or Embedded Content (“Consumers”). Provisions that refer to “Customer” apply only to Customers; provisions that refer to “you” apply to all users. Licensed retailers that integrate with the Platform, transmit data feeds to the Platform, or otherwise participate in the Platform (“Retailer Participants”) are bound by the Retailer Indemnification section and any Retailer Participation Agreement they accept, and are not Customers for purposes of these Terms.

Eligibility; Legal Drinking Age; Acceptance

(a) Legal Drinking Age. The Services are intended solely for individuals who are at least twenty-one (21) years of age. By accessing or using the Services, you represent and warrant that you are at least twenty-one (21) years of age (or the minimum legal drinking age in your jurisdiction, if higher) and that you have the legal capacity to enter into these Terms. Pour.Now may require you to affirm your age before accessing the Services and may deny or terminate access to any person who does not satisfy, or who Pour.Now reasonably believes does not satisfy, this requirement. Verification of a purchaser’s age at the point of sale and at delivery is the sole responsibility of the licensed retailer.

(b) Acceptance. Consumers accept these Terms by affirming their age at an age-affirmation screen on which these Terms are presented or linked, by clicking to accept where that option is presented, or by continuing to use the Services after these Terms have been made conspicuously available. Customers accept these Terms by executing an Order Form that references them. If you do not agree to these Terms, you must not access or use the Services.

Fees

Customers’ Services fees are set forth in the applicable Order Form, Insertion Order, or Statement of Work executed by Customer and Pour.Now (each, an “Order Form”), which is incorporated herein by reference. In the absence of an Order Form, fees are as quoted in writing by Pour.Now. Unless the applicable Order Form specifies a different billing schedule (including annual prepayment), fees are invoiced monthly in advance on the first day of each billing period. Fees are calculated per brand and per Market as specified in the applicable Order Form. “Market” means the geographic market identified in the applicable Order Form. Where the Order Form identifies the “United States” as the Market, the entire United States constitutes a single Market for fee purposes. Where no Market is identified, each U.S. state or territory in which the Customer’s brand is activated on the Platform constitutes a separate Market.

Pour.Now will continue invoicing Customers in accordance with the applicable Order Form until the expiration or termination of such Order Form. Except as expressly provided in these Terms, fees are non-refundable. Customers shall pay all fee amounts in US dollars. Past-due amounts accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Invoices not paid within thirty (30) calendar days after the invoice date will be deemed past due. Pour.Now will provide Customer with written notice of any payment delinquency, and Customer will have ten (10) calendar days following such notice to cure the delinquency before Pour.Now may suspend access to the Services. Termination of these Terms for non-payment requires a separate written notice of termination following failure to cure within the notice period.

Customers are responsible for payment of all taxes, duties, fees, or other levies or charges which may be imposed on or in respect of the Services, in addition to the Services fee, except for taxes based on our net income. Pour.Now reserves the right to adjust the fees specified in an Order Form upon no less than sixty (60) days’ prior written notice to Customer. Customer’s continued use of the Services following the effective date of any fee adjustment constitutes acceptance of such adjusted fees. Customer may terminate the applicable Order Form without penalty by providing written notice within thirty (30) days of receipt of a fee adjustment notice if Customer does not accept the adjusted fees.

Term and Auto-Renewal. Unless otherwise specified in the applicable Order Form, each Order Form shall have an initial term of twelve (12) months commencing on the Order Form effective date (the “Initial Term”). Upon expiration of the Initial Term, and upon expiration of each Renewal Term thereafter, the Order Form shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either Party provides the other with written notice of non-renewal no later than the non-renewal notice period specified in the applicable Order Form or, if none is specified, sixty (60) days prior to the end of the then-current Term (the “Non-Renewal Deadline”). Either Party may provide such notice by email to the designated contact identified in the applicable Order Form.

Renewal Reminder Notice. Pour.Now shall send Customer a written renewal reminder notice no earlier than thirty (30) days and no later than fifteen (15) days before the Non-Renewal Deadline. Each reminder notice shall include: (i) a statement that the Order Form will automatically renew unless Customer provides timely written notice of non-renewal; (ii) the Non-Renewal Deadline; (iii) fees applicable to the Renewal Term, including any fee adjustment; (iv) steps Customer must take to decline renewal; and (v) notice that Customer may cancel by written notice to help@pour.now. This Renewal Reminder Notice requirement does not apply to any Order Form under which no fees are payable.

Missed Reminder Cure. If Pour.Now fails to deliver the reminder notice within the required period, Customer may cancel the renewal by written notice within fifteen (15) days of receiving the late reminder, notwithstanding the Non-Renewal Deadline.

Upon Non-Renewal. Upon any non-renewal, Customer’s access to the Services shall continue through the end of the then-current Term and shall terminate at its expiration. Fees for any Renewal Term shall be at the then-current rate specified in the applicable Order Form or, if adjusted, as notified in the renewal reminder notice.

Applicable Law. To the extent the law of Customer’s jurisdiction requires additional disclosures, consents, or notices in connection with automatic renewal, Pour.Now will provide them in the applicable Order Form or by separate written notice, and Customer’s rights under such law are preserved.

Order Forms, Order of Precedence, and Changes to These Terms

(a) Order of Precedence. In the event of any conflict among the documents comprising the Terms, the following order of precedence applies: (i) the applicable Order Form, solely with respect to fees, Market, Term, billing schedule, the non-renewal notice period, and any provision of these Terms that the Order Form expressly identifies by section heading and states is modified; (ii) the Data Processing Addendum, solely with respect to the processing of Personal Information; (iii) these Terms; and (iv) any service description or documentation referenced in an Order Form.

(b) Changes to These Terms. Pour.Now may modify these Terms by posting a revised version with an updated “Last Updated” date. Revised Terms apply to Consumers upon posting. Each Order Form is governed by the version of these Terms in effect on the effective date of that Order Form; revised Terms apply to a Customer at the start of the next Renewal Term, provided that Pour.Now has given the Customer written notice of the revision no later than thirty (30) days before the Non-Renewal Deadline. Pour.Now may apply revisions required by applicable law, or revisions that do not materially diminish Customer’s rights, upon thirty (30) days’ written notice.

(c) Service Descriptions. Pour.Now may update any service description referenced in an Order Form, provided that no update materially reduces the overall functionality of the Services purchased under that Order Form during its then-current Term.

License to Use the Services

(a) Access and Embedding License. Subject to these Terms and payment of applicable fees, Pour.Now grants each Customer, during the Term of its Order Form, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to embed the Embedded Content in Customer’s websites and digital marketing campaigns, solely to promote the Customer brands identified in the Order Form in the Market or Markets identified therein.

(b) Embedding Requirements. When deploying Embedded Content, Customer shall not modify, block, obscure, or cover any portion of the Embedded Content or its controls, age-affirmation mechanism, retailer listings, or links to these Terms and the Privacy Policy, and shall remove the Embedded Content promptly upon expiration or termination of the applicable Order Form or upon Pour.Now’s written request.

(c) Acceptable Use. You shall not, and shall not permit any third party to: (i) use the Services in violation of any applicable law or regulation; (ii) use the Services to direct alcohol beverage marketing to, or collect personal information from, any person under the legal drinking age; (iii) reverse engineer, decompile, or attempt to derive the source code, models, algorithms, ranking logic, or Weights of the Services, except to the extent such restriction is prohibited by law; (iv) use any robot, spider, scraper, or other automated or manual means to access, copy, or monitor the Services or their content without Pour.Now’s prior written consent; (v) access or use the Services to build or benchmark a competing product or service; (vi) resell, sublicense, or provide the Services to any third party except as expressly permitted in an Order Form; (vii) introduce any virus, malware, or other harmful code, or interfere with or disrupt the integrity or performance of the Services, including by denial-of-service attack; (viii) attempt to gain unauthorized access to the Services or related systems; or (ix) impersonate Pour.Now or any other person or entity.

(d) Reports. Customer may use the reports, dashboards, and attribution outputs made available to it through the Services (“Reports”) for its internal business purposes. Pour.Now retains all rights in the methodologies, models, algorithms, and underlying data used to generate Reports.

Customer Content

(a) License to Pour.Now. Customer grants Pour.Now and its subcontractors, hosting providers, and distribution partners, during the Term, a non-exclusive, worldwide, royalty-free license to host, reproduce, display, transmit, format, and adapt Customer IP and all other content, data, and materials supplied by or on behalf of Customer (collectively, “Customer Content”) solely as necessary to provide the Services. Customer further grants Pour.Now a non-exclusive, royalty-free license to use Customer’s name and logo to identify Customer as a customer of Pour.Now in customer lists, presentations, and marketing materials, which license Customer may revoke by written notice with prospective effect.

(b) Customer Warranties. Customer represents and warrants that it owns or has obtained all rights necessary to grant the licenses in this section, and that Customer Content, and Pour.Now’s use of Customer Content as permitted by these Terms, will not infringe, misappropriate, or violate any third-party right or any applicable law, including alcohol beverage advertising and labeling laws.

(c) Content Removal and Service Modification. Pour.Now may, without prior notice or liability, remove, disable, or decline to display any Customer Content, campaign, or Platform configuration that Pour.Now reasonably believes violates these Terms, applicable law, the Neutrality Policy, or an Industry Code (as defined below), or that otherwise creates legal or regulatory risk for Pour.Now, and will notify Customer promptly after taking such action. Pour.Now may modify, update, or discontinue features of the Services, provided that no such change materially reduces the overall functionality of the Services purchased under an Order Form during its then-current Term.

Intellectual Property

You agree that Pour.Now, including without limitation content on the Services, any inventions or works-of-authorship created or contracted by Pour.Now in the course of development of the Services, Pour.Now Confidential Information, and any data (including without limitation Non-Personal Information and Aggregated Data, but excluding Customer Content and Customer Confidential Information) collected by us in the course of providing the Services, and any modifications and derivative works, constitute proprietary information and materials owned by Pour.Now or its licensors (“Proprietary Information”), and is protected by applicable intellectual property and other laws. You agree that you will not use the Proprietary Information in any way whatsoever except for use of the Services in compliance with these Terms.

You shall not reproduce any portion of the Services or Proprietary Information in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services or Proprietary Information, in any manner. You must not (a) modify copies of any materials from this site, (b) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text and (c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You agree not to exploit the Services or Proprietary Information in any way whatsoever that is not authorized by these Terms, including without limitation, by trespass. Pour.Now and its licensors retain all rights to the Proprietary Information not specifically granted in these Terms. Any suggestions, solutions, improvements, corrections, or other feedback provided by Customer regarding the Services shall be deemed non-confidential and Pour.Now shall have a non-exclusive, royalty-free, perpetual license to use such feedback to improve the Services; provided, however, that Pour.Now shall not acquire any ownership interest in Customer’s brand assets, campaign materials, or Customer Confidential Information by virtue of such feedback. Customer retains all right, title, and interest in and to Customer’s brand assets, trademarks, trade dress, creative materials, and campaign content (collectively, “Customer IP”), and nothing herein shall be construed as a transfer or assignment of Customer IP to Pour.Now.

Pour.Now and its licensors own all right, title, and interest in and to the Services, the Platform, the Embedded Content, the Reports (excluding any Customer Content contained in them), all attribution, matching, and ranking models, algorithms, Modalities, Rules, and Weights, all software and documentation, all Non-Personal Information and Aggregated Data, and all improvements and derivative works of any of the foregoing, including all patent, copyright, trade secret, trademark, and other intellectual property rights therein. Pour.Now’s name, logos, and marks are trademarks of Pour.Now, and no right to use them is granted except as expressly provided in an Order Form. The Services may include third-party and open source components licensed under separate terms, which do not expand or alter the rights granted to you under these Terms.

For purposes of these Terms, “Non-Personal Information” means data and information related to the provision, use, and performance of the Services that does not constitute “Personal Information” or “Personal Data” as defined under applicable privacy law, including without limitation aggregated usage statistics, anonymized engagement metrics, de-identified campaign performance data, and technical performance data related to the Platform. Non-Personal Information expressly excludes: (i) any data that identifies or is reasonably linkable to a specific individual; (ii) any data that identifies or is reasonably linkable to a specific Customer or brand without aggregation or de-identification; and (iii) Customer Confidential Information. “Aggregated Data” means Non-Personal Information that has been combined with data relating to other Customers, brands, retailers, or users such that it does not identify, and is not reasonably linkable to, Customer or any Customer brand. “Customer Data” means data supplied by or on behalf of Customer to Pour.Now, and Personal Information that Pour.Now processes on Customer’s behalf as a service provider, contractor, or processor under the Data Processing Addendum. “Customer Confidential Information” and “Pour.Now Confidential Information” have the meanings given in the Confidentiality section.

You agree that the Services may create, use, and disclose the Non-Personal Information for any purpose, including without limitation to generate aggregated, anonymized analytics and demographic reports for internal product development purposes and to share de-identified, aggregated benchmarking data with third parties; provided, however, that Pour.Now shall not (i) sell or license Customer-specific campaign performance data, brand-specific engagement metrics, or any data that is reasonably identifiable as attributable to a specific Customer or brand to any third party, including any competitor of Customer, without Customer’s prior written consent; or (ii) following the expiration or termination of the applicable Order Form, retain Non-Personal Information that identifies, or is reasonably linkable to, Customer or a Customer brand (other than Aggregated Data) for longer than twenty-four (24) months, after which such data shall be deleted or aggregated. Pour.Now may retain and use Aggregated Data, and any models, Weights, and benchmarks trained on or derived from Aggregated Data, perpetually and for any lawful purpose, including after expiration or termination of any Order Form.

Confidentiality

(a) Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. “Pour.Now Confidential Information” includes non-public elements of the Services, pricing, product roadmaps, access credentials, the Neutrality Policy, and the Modalities, Rules, Weights, and attribution methodology. “Customer Confidential Information” includes Customer’s non-public campaign strategies, business plans, pricing information, unreleased brand assets, and Customer Data.

(b) Exclusions. Confidential Information does not include information that the Recipient can demonstrate (i) is or becomes publicly available through no fault of the Recipient; (ii) was known to the Recipient without restriction before receipt from the Discloser; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without use of the Discloser’s Confidential Information. Feedback is not Confidential Information of Customer.

(c) Obligations. The Recipient shall use the Discloser’s Confidential Information solely to perform its obligations or exercise its rights under these Terms, shall protect it using at least the degree of care it uses for its own similar information and no less than reasonable care, and shall disclose it only to its and its affiliates’ employees, contractors, and professional advisors who need to know it for those purposes and are bound by confidentiality obligations no less protective than these. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt written notice (where legally permitted) and reasonable cooperation in seeking protective treatment.

(d) Duration. These obligations continue during the Term and for three (3) years thereafter, except that obligations with respect to trade secrets continue for so long as the information remains a trade secret under applicable law.

Privacy and Data Security

(a) Privacy Policy. Pour.Now’s collection and use of Personal Information from Consumers through the pour.now website and the Services is described in the Privacy Policy.

(b) Data Processing Addendum. To the extent Pour.Now processes Personal Information on behalf of a Customer as a “service provider,” “contractor,” or “processor” under applicable privacy law, including in connection with Embedded Content deployed on Customer properties, the parties’ respective obligations are set forth in Pour.Now’s Data Processing Addendum, which is incorporated by reference into each Order Form.

(c) Customer Responsibilities. Customer is responsible for providing all notices and obtaining all consents required under applicable law for the deployment of Embedded Content, cookies, pixels, and similar technologies on Customer properties, and for the lawfulness of any Customer Data it supplies to Pour.Now.

(d) Security Obligations. Pour.Now will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data and Personal Information processed through the Services against unauthorized access, use, disclosure, alteration, or destruction, appropriate to the nature of the data (the “Security Obligations”). Pour.Now will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming, any unauthorized access to or acquisition of Customer Data in Pour.Now’s possession or control (a “Security Incident”), and will take reasonable steps to contain and remediate the Security Incident. No method of transmission or storage is completely secure, and Pour.Now does not guarantee that the Services will be free from Security Incidents.

Indemnification

You agree to defend, hold harmless and indemnify Pour.Now, and its subsidiaries, affiliates, officers, directors, agents, employees, advertisers, licensors, suppliers or partners from and against any third-party claims arising from or in any way related to your use of the Services or embedding of the Platform, violation or alleged violation of the Terms, or your violation of privacy or data protections laws or any other actions connected with use of the Services, including any claim, investigation, or proceeding by any governmental or regulatory authority arising from Customer Content, Customer’s campaigns, or Customer’s breach of the Regulatory Compliance section, and any claim that Customer Content infringes or misappropriates any third-party right, including without limitation any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Pour.Now will provide you with written notice of such claim, suit or action. Pour.Now may at its own expense participate in the defense and settlement of any claim with Pour.Now’s own counsel, and you may not settle a claim involving and affecting Pour.Now without Pour.Now’s prior express written consent. Pour.Now agrees to defend, hold harmless and indemnify Customer, and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any third-party claims alleging that the Services, as provided by Pour.Now and used in accordance with these Terms, infringe any United States patent, copyright, or trademark, or misappropriate any trade secret, of a third party (an “Infringement Claim”). Additionally, Pour.Now agrees to defend and indemnify Customer against third-party claims to the extent arising from Pour.Now’s breach of the Security Obligations resulting in a Security Incident. Pour.Now will have sole control of the defense of any such indemnified claim, and Customer may not settle such a claim without Pour.Now’s prior written consent.

Pour.Now’s indemnification obligations are conditioned upon: (i) Customer providing Pour.Now with prompt written notice of any claim for which indemnification is sought, and in no event later than thirty (30) days after Customer becomes aware of such claim; (ii) Customer’s reasonable cooperation with Pour.Now in the defense and settlement of any such claim, at Pour.Now’s expense; (iii) Pour.Now’s obligation to keep Customer reasonably informed of the status of the defense and any settlement discussions; and (iv) Pour.Now shall not settle any claim in a manner that imposes any obligation, restriction, or liability on Customer without Customer’s prior written consent.

Infringement Exclusions and Remedies. Pour.Now has no obligation with respect to any Infringement Claim to the extent arising from (i) Customer Content or Customer IP; (ii) the combination of the Services with any product, service, data, or content not provided by Pour.Now; (iii) any modification of the Services not made by Pour.Now; (iv) use of the Services in breach of these Terms or after Pour.Now has notified Customer to cease use; or (v) retailer-supplied data or content. If the Services become, or Pour.Now reasonably believes they are likely to become, the subject of an Infringement Claim, Pour.Now may, at its option and expense, (A) procure the right for Customer to continue using the Services, (B) modify the Services to be non-infringing with substantially similar functionality, or (C) terminate the affected Order Form and refund any prepaid fees for the period following termination. This section states Pour.Now’s sole liability, and Customer’s exclusive remedy, for any Infringement Claim.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(A) YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, POUR.NOW EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, COURSE OF PERFORMANCE, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES, OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

(B) POUR.NOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SERVICE PROVIDERS, AND CUSTOMERS DO NOT GUARANTEE, REPRESENT OR WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (v) THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, WORMS, TROJAN HORSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, (vi) YOU WILL ACHIEVE ANY PARTICULAR BENEFITS FROM USING THE SERVICES, OR (vii) THE SERVICES ARE COMPATIBLE WITH ANY SOFTWARE OR HARDWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE AND MOBILE HARDWARE AND SOFTWARE.

(C) POUR.NOW DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY RETAILER-SUPPLIED INFORMATION, INCLUDING PRICING, INVENTORY, AVAILABILITY, SHIPPING-REGION, DELIVERY, OR LICENSE INFORMATION, OR OF ANY ATTRIBUTION, CONVERSION, OR SALES DATA DERIVED IN WHOLE OR IN PART FROM THIRD-PARTY SOURCES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM POUR.NOW SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

NOTWITHSTANDING THE FOREGOING DISCLAIMER, POUR.NOW REPRESENTS AND WARRANTS THAT: (A) IT HAS THE LEGAL RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS AND TO PROVIDE THE SERVICES; (B) THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH APPLICABLE INDUSTRY STANDARDS; AND (C) TO POUR.NOW’S KNOWLEDGE, THE SERVICES AS PROVIDED DO NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IN CLAUSE (B) SHALL BE RE-PERFORMANCE OF THE NONCONFORMING SERVICES OR, IF POUR.NOW IS UNABLE TO RE-PERFORM WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE, TERMINATION OF THE AFFECTED ORDER FORM AND REFUND OF PREPAID FEES FOR THE NONCONFORMING SERVICES.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT THIS EXCLUSION SHALL NOT APPLY TO: (I) DAMAGES ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (II) DAMAGES ARISING FROM A BREACH OF THE CONFIDENTIALITY SECTION (EXCLUDING ANY SECURITY INCIDENT, WHICH IS GOVERNED BY THE SUPER CAP); OR (III) DAMAGES THAT ARE THE SUBJECT OF A THIRD-PARTY INDEMNIFICATION OBLIGATION UNDER THESE TERMS TO THE EXTENT AWARDED IN OR SETTLED AS PART OF SUCH THIRD-PARTY CLAIM.

NOTWITHSTANDING ANY PROVISION OF THESE TERMS TO THE CONTRARY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL POUR.NOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SERVICE PROVIDERS, AND CUSTOMERS BE LIABLE TO YOU OR ANY PARTY FOR DAMAGES FOR ANY CAUSE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, RELATED TO OR ARISING OUT OF THESE TERMS, IN AN AGGREGATE AMOUNT EXCEEDING THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO POUR.NOW UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”); PROVIDED THAT THE GENERAL CAP SHALL BE ONE THOUSAND DOLLARS ($1,000) WITH RESPECT TO ANY ORDER FORM UNDER WHICH NO FEES ARE PAYABLE AND ONE HUNDRED DOLLARS ($100) WITH RESPECT TO ANY CONSUMER. THE PARTIES ACKNOWLEDGE THAT THIS LIABILITY CAP HAS BEEN NEGOTIATED AS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT POUR.NOW WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT SUCH LIMITATIONS.

YOU AGREE THAT THE LIMITATIONS IN THIS ARTICLE SHALL APPLY EVEN IF YOU OR POUR.NOW OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SERVICE PROVIDERS, AND CUSTOMERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. NOTWITHSTANDING THE FOREGOING, THE LIABILITY CAP IN THIS SECTION SHALL NOT APPLY TO: (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (B) EITHER PARTY’S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; OR (C) CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THESE TERMS. POUR.NOW’S AGGREGATE LIABILITY ARISING FROM (I) ITS INDEMNIFICATION OBLIGATIONS AND (II) ANY BREACH OF THE SECURITY OBLIGATIONS OR ANY SECURITY INCIDENT SHALL NOT EXCEED TWO (2) TIMES THE GENERAL CAP (THE “SUPER CAP”). AMOUNTS PAID UNDER THE SUPER CAP DO NOT COUNT TOWARD THE GENERAL CAP. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Regulatory Compliance

Customers are solely responsible for ensuring that their campaign content and brand materials comply with applicable federal and state alcohol beverage advertising laws, including regulations promulgated by the Alcohol and Tobacco Tax and Trade Bureau (TTB), state alcohol beverage control authorities, and applicable tied-house restrictions. Each Customer represents and warrants that it holds all licenses, permits, and regulatory approvals required for it to engage Pour.Now’s Services in each applicable market and that its use of the Services will not violate applicable tied-house, trade practice, or advertising regulations. Pour.Now is not responsible for any regulatory violations arising from Customer-provided campaign content. Customer further represents and warrants that, in connection with its use of the Services: (i) it shall not direct, request, or knowingly permit Pour.Now to configure any campaign or other Platform feature in a manner that would constitute an unlawful inducement, tied-house violation, or unfair trade practice under applicable federal or state law; (ii) any consideration Customer pays to Pour.Now for placement represents fair market value for the services provided by Pour.Now to Customer and does not constitute a thing of value provided by Customer to any retailer; and (iii) Customer has not entered into any side agreement, undisclosed arrangement, or other understanding with any retailer that, if disclosed, would render Customer’s use of the Services non-compliant with applicable law.

Platform Neutrality and Compliance Governance

(a) Neutral Platform Posture. Pour.Now operates the Platform as a neutral, third-party marketing service provider. Pour.Now does not solicit, accept, or share in the proceeds of any sale of alcohol beverages, does not exercise dominion or control over the inventory, pricing, or sales operations of any licensed retailer, and does not act as the agent of any supplier, wholesaler, or retailer in connection with the licensed sale of alcohol beverages.

(b) Modality System Governance. The Platform organizes retailer listings into discrete buying-option configurations (each, a “Modality”) defined by (i) eligibility filters (“Rules”) that determine whether a retailer offer may appear in the result set for a given Modality; and (ii) ranking factors (“Weights”) that determine the order in which eligible offers are presented after they have passed all applicable Rules. Pour.Now maintains a written Neutrality and Compliance Policy (the “Neutrality Policy”) governing the configuration, modification, and auditing of all Modalities, including without limitation: (1) the definition of each Modality’s Rules and Weights; (2) the authorized personnel permitted to configure or change any Modality; (3) the criteria under which any retailer or chain may be designated for prioritization within any Modality, which criteria shall be content-neutral and shall not permit any Customer to select or designate a specific retailer or retail chain for prioritization unless Pour.Now has determined that the feature complies with applicable federal and state trade practice and advertising laws in each Market in which it is offered; and (4) the non-discriminatory terms on which such prioritization is made available. The current version of the Neutrality Policy shall be made available to Customer upon written request and constitutes Pour.Now Confidential Information.

(c) Non-Discrimination. Any placement, retailer grouping, or campaign-targeting capability offered through the Platform shall be made available to similarly situated participants on substantially the same terms and at fair market value. Pour.Now shall not differentially weight or rank any retailer in consideration of any payment, rebate, allowance, credit, equipment, fixture, service, or other thing of value flowing from such retailer to Pour.Now or from Customer to Pour.Now, except as expressly permitted by, and in compliance with, applicable federal and state alcohol beverage trade practice laws. Pour.Now’s revenue from the Modality features described herein flows from Customer (as supplier) to Pour.Now under the applicable Order Form; Pour.Now shall not accept consideration from retailers in exchange for ranking or placement.

(d) Integration Weight Standard. Where the Platform applies a ranking advantage based on the quality, latency, accuracy, or completeness of retailer data feeds (an “Integration Weight”), such advantage shall be governed by a written, content-neutral technical standard published in the Neutrality Policy and shall be available to any retailer satisfying such standard, regardless of the identity of any data integration partner. Pour.Now shall not accept revenue share, referral fees, or other consideration from data integration partners in respect of the Integration Weight.

(e) Shipping Region Disclaimer. The Shipping Region Rule operates as a content-neutral filter that surfaces retailer offers according to shipping-region information furnished by or on behalf of retailers. It conveys no determination, verification, or representation by Pour.Now that a given retailer is licensed or otherwise authorized to ship to a given region. Responsibility for determining the lawfulness of any shipment rests exclusively with the retailer. As Pour.Now is neither a seller nor shipper and facilitates no direct shipment of alcohol beverages, each sale and the resulting delivery are transacted solely between the retailer and the consumer.

Third-Party Delivery and Pricing Compliance

(a) No Facilitation of Delivery. The Platform may surface retailer-operated local delivery options. For the avoidance of doubt, in connection with such options, the licensed retailer (and not Pour.Now) (i) receives and accepts the consumer order, (ii) collects and processes payment, (iii) dispatches the delivery driver (whether employed by the retailer or engaged through a separate third-party delivery service), and (iv) bears responsibility for age verification at the point of delivery and for compliance with applicable state and municipal third-party delivery regulations. Pour.Now does not exercise operational control over any delivery and does not act as a third-party alcohol delivery facilitator within the meaning of any applicable state alcohol beverage control statute or regulation.

(b) Pricing Compliance. The Platform may surface retailer pricing. Each retailer is solely responsible for ensuring that the prices it transmits to the Platform comply with applicable state minimum-markup, minimum-bottle-price, price-posting, volume-discount-restriction, and other pricing laws in the jurisdiction in which the retailer is licensed and from which the retailer fulfills consumer orders.

Third-Party Retailers and Websites

Retailers listed on the Platform are independent licensed businesses and are not agents, affiliates, or partners of Pour.Now. Pour.Now is not a party to any transaction between a Consumer and a retailer. Links to retailer and other third-party websites are provided for convenience only; Pour.Now does not control, endorse, or assume responsibility for those websites, their content, or their products, and your use of them is governed by their own terms and policies. Information presented through the Services is provided for general informational purposes, and any reliance on it is at your own risk.

Arbitration

Either party may elect to submit any dispute arising from or relating to these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), applying California law. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within twenty (20) days, appointed by the AAA. The arbitration shall be conducted in San Francisco, California, or by video conference at the election of either party. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Arbitration of any dispute with a Consumer shall be administered under the AAA Consumer Arbitration Rules.

Termination

(a) Termination by Customer. Customer may elect not to renew any Order Form by giving written notice of non-renewal on or before the Non-Renewal Deadline in accordance with the Term and Auto-Renewal provision, in which case Customer’s access continues through the end of the then-current Term. Customer may terminate an Order Form for Pour.Now’s material breach that remains uncured thirty (30) days after written notice, in which case Pour.Now shall refund any prepaid fees for the period following termination. Except as provided in the preceding sentence, Customer remains obligated to pay all fees for the remainder of the then-current Term.

(b) Termination by Pour.Now. Pour.Now may terminate these Terms or any Order Form: (i) for Customer’s material breach, upon thirty (30) days’ written notice if not cured within the notice period; (ii) immediately upon written notice if Customer fails to pay any amount due following the applicable cure period; (iii) immediately upon written notice if Customer’s use of the Services violates applicable law or creates material regulatory risk for Pour.Now; (iv) upon written notice, with respect to any Order Form under which no fees are payable, if Customer has not deployed the Services within the period specified in the Order Form; or (v) for convenience, upon sixty (60) days’ written notice, in which case Pour.Now shall refund a pro-rata portion of any prepaid Fees for the period following the effective termination date. Pour.Now may also suspend access to all or part of the Services immediately, without prior notice, where Pour.Now reasonably determines that suspension is necessary to prevent a violation of law, a Security Incident, or harm to the Platform or its users, and will restore access promptly after the underlying condition is resolved.

(c) Effect of Termination. Upon termination: (i) all licenses granted to Customer shall immediately terminate; (ii) Customer shall cease all use of the Services; (iii) Pour.Now shall, within thirty (30) days of written request, delete or return Customer’s Confidential Information and Customer Data, except as required by law; and (iv) Pour.Now may retain Non-Personal Information subject to the retention limitations in the Intellectual Property section. The following provisions survive expiration or termination: Fees (as to amounts accrued or payable), Intellectual Property, Confidentiality (for the period stated therein), Privacy and Data Security (as to any data retained), Indemnification, Disclaimer of Warranties, Limitation of Liability, Regulatory Compliance, Platform Neutrality and Compliance Governance clause (e), Third-Party Delivery and Pricing Compliance, Third-Party Retailers and Websites, Arbitration, Governing Law and Forum Selection, Waiver of Claims and Suspension, Retailer Indemnification, and General Provisions.

Governing Law and Forum Selection

(a) Governing Law. These Terms, and all disputes arising out of or relating to these Terms or the Services, including non-contractual disputes, shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

(b) Forum Selection. Any legal suit, action, or proceeding not subject to arbitration under the Arbitration section, including proceedings seeking emergency injunctive or equitable relief, shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City and County of San Francisco. Each party irrevocably consents to personal jurisdiction and venue in such courts. Pour.Now retains the right to bring any action for breach of these Terms in the jurisdiction of Customer’s principal place of business.

(c) Limitation on Time to File Claims. To the extent permitted by applicable law, any cause of action or claim against Pour.Now arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred. This limitation does not apply to claims for nonpayment of fees.

Waiver of Claims; Suspension

YOU AGREE TO WAIVE ANY CLAIMS YOU MAY HAVE AGAINST POUR.NOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SERVICE PROVIDERS, AND CUSTOMERS ARISING OUT OF YOUR BREACH OF THESE TERMS, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY POUR.NOW AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS HAS OCCURRED. POUR.NOW’S RIGHT TO SUSPEND OR TERMINATE ACCESS TO THE SERVICES SHALL BE EXERCISED IN A COMMERCIALLY REASONABLE MANNER AND, EXCEPT IN CASES OF MATERIAL BREACH OR IMMINENT HARM, ONLY AFTER PROVIDING CUSTOMER WITH WRITTEN NOTICE AND A REASONABLE OPPORTUNITY TO CURE. THE FOREGOING NOTICE AND CURE REQUIREMENT DOES NOT APPLY TO ACTIONS TAKEN UNDER THE CONTENT REMOVAL AND SERVICE MODIFICATION PROVISION, CLAUSE (b)(iii) OF THE TERMINATION SECTION, OR THE SUSPENSION RIGHT IN THE TERMINATION SECTION.

NOTWITHSTANDING THE FOREGOING, THIS WAIVER SHALL NOT APPLY TO ANY CLAIMS ARISING FROM: (A) POUR.NOW’S WRONGFUL TERMINATION OR SUSPENSION OF CUSTOMER’S ACCESS TO THE SERVICES IN A MANNER THAT IS NOT COMMERCIALLY REASONABLE OR THAT VIOLATES THESE TERMS; (B) POUR.NOW’S MATERIAL BREACH OF THESE TERMS; OR (C) POUR.NOW’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. IN ANY SUCH CASE, CUSTOMER RETAINS ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY NOTWITHSTANDING THIS WAIVER.

Retailer Indemnification

The following Retailer Indemnification provision applies to licensed retailers that access the Platform or any of its features, data feeds, embedded content, or redirect services (“Retailer Participants”). Each Retailer Participant accepts this Retailer Indemnification section by integrating with the Platform, transmitting data feeds to the Platform, or accepting these Terms or a Retailer Participation Agreement during onboarding. In the event of any conflict, the Retailer Participation Agreement controls.

To the fullest extent permitted by applicable law, each Retailer Participant shall defend, indemnify, and hold harmless Pour.Now, its affiliates, and their respective officers, directors, employees, and agents from any claim, liability, loss, fine, penalty, or cost, including reasonable attorneys' fees and the expense of regulatory defense, arising out of or relating to: (a) the sale, offer, shipment, transportation, delivery, or attempted shipment of any alcohol beverage by the retailer directly to consumers, including any transaction alleged or determined to be unlawful, unlicensed, or in violation of any applicable law; (b) any inaccuracy, incompleteness, or untimeliness in the retailer's shipping-region information, shipping eligibility certificate, license representations, or in any other information the retailer furnished or caused to be furnished; (c) the retailer's failure to hold or maintain any required license, permit, registration, or authorization, or to comply with any applicable law governing the sale or shipment of alcohol beverages directly to consumers; or (d) any allegation, claim, investigation, or determination by any regulator or other person that Pour.Now solicited, facilitated, induced, transported, or otherwise participated in an unlawful shipment to the retailer’s consumers.

General Provisions

Entire Agreement. The Terms constitute the entire agreement between Pour.Now and you with respect to their subject matter and supersede all prior and contemporaneous proposals, understandings, and communications, whether oral or written. Any purchase order or similar document issued by Customer is for administrative convenience only, and any terms it contains are void.

Severability; No Waiver. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right operates as a waiver of that right, and no waiver is effective unless in writing.

Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, flood, fire, war, terrorism, labor disputes, acts of government, epidemics, internet or utility failures, and failures, outages, or changes of third-party platforms, application programming interfaces, hosting providers, or retailer data feeds.

Assignment. Customer may not assign or transfer these Terms or any Order Form, by operation of law or otherwise, without Pour.Now’s prior written consent, and any attempted assignment without consent is void. Pour.Now may assign these Terms and any Order Form without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which the Terms relate. These Terms bind and benefit the parties and their permitted successors and assigns.

Relationship of the Parties. The parties are independent contractors. No agency, partnership, joint venture, franchise, or employment relationship is created by these Terms or by use or embedding of the Services, and Pour.Now does not act as the agent of any supplier, wholesaler, or retailer.

No Third-Party Beneficiaries. Except for the indemnified parties identified in the Indemnification and Retailer Indemnification sections, there are no third-party beneficiaries of these Terms.

Notices. Notices to a Customer may be given by email to the designated contact identified in the applicable Order Form or, if none, to the Customer’s account email address. Notices to Pour.Now must be sent by email to help@pour.now with a copy by mail to Pour.Now Inc., 1300 First Street, Suite 368, Napa, CA 94559. Notices are effective upon receipt, and email notice is deemed received on the next business day after it is sent. Notices to Consumers may be given by posting on the pour.now website.

Copyright Complaints. Notices of claimed copyright infringement under 17 U.S.C. § 512(c) should be sent to Pour.Now’s designated agent at privacy@pour.now and must include the information required by 17 U.S.C. § 512(c)(3).

Headings; Counterparts. Section headings are for convenience only and have no legal effect. Order Forms may be executed in counterparts and by electronic signature.