Terms of Service

Introduction

By using or subscribing to use any services (the “Services”) offered by VinoCheck Software Inc.
(“VinoCheck”), you are agreeing to be bound by the following terms of service (the “Terms of Service”)
and VinoCheck’s privacy policy (the “Privacy Policy”) published at [privacy policy URL]. Any new
features or tools which are added to the Services shall be also subject to the Terms of Service. VinoCheck
reserves the right to change the Terms of Service and Privacy Policy by publishing updates to [terms of
service URL] and [privacy policy URL], respectively, and you should periodically check these webpages
for such updates.

Your Account

• To access and use the Services, you must register for a VinoCheck account (“Account”) by
  providing your full legal name, the name of the organization you represent (if applicable), phone
  number, email address, and any other information requested by VinoCheck in the signup process.
• You must be of the legal drinking age in your jurisdiction or older to use the Services.
• If you are creating an Account for an organization (e.g. a company, corporation or society), you
  represent and warrant that you are authorized by the organization to do so.
• VinoCheck may reject your application for an Account for any reason in its sole discretion.
• You acknowledge that VinoCheck will use the email address you provide as the primary method
  for communication with respect to your Account.
• You are responsible for keeping the password for your Account secure. VinoCheck will not be
  liable for any loss or damage resulting from your failure to maintain the security of your Account
  and password.

Use of the Services

• You are responsible for all activity on your Account and all data and content that is uploaded to
  your Account (collectively, the “Content”).
• You retain ownership over all Content, however, by using the Services you agree to allow
  VinoCheck to view and use your Content in order to provide the Services. You are responsible for
  compliance of the Content with all applicable laws or regulations.
• You shall ensure that the Content does not infringe on the privacy or intellectual property rights
  of third parties.
• You shall ensure that your use of your Account and the Services complies with all applicable laws
  and regulations.
• You agree to abide by these Terms of Service and all applicable laws and regulations, concerning
  your use of the Services. You agree not to use the Services in violation of any laws or regulations
  of any government or governmental agency.
• VinoCheck may, but has no obligation to, remove Content and Accounts that it determines, in its
  sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, or otherwise
  objectionable.
• You shall not use your Account to transmit worms, viruses, or any code of a malicious or
  destructive nature.
• You shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of VinoCheck’s
  software or the Services without the express written permission of VinoCheck.

Intellectual Property

• You hereby grant VinoCheck a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license to use Content in order to provide the Services and to improve VinoCheck’s software. The foregoing license includes the right for VinoCheck to develop and publish insights regarding aggregated data but only when the data has been aggregated or de-identified so that such insights cannot reasonably be used to identify end-users or your customers.
• You hereby grant VinoCheck a non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your store to promote the Services.
• You acknowledge and agree that VinoCheck (or its licensors) own all right, title and interest in and to the Services, including any intellectual property rights in the Services (whether those rights are registered or not, and wherever in the world those rights may exist). VinoCheck (or its licensors) own all right, title and interest in and to any enhancements, modifications, design changes, software updates, and supplements related to the Services, even if paid for by you.

Limitation of Liability

THE SERVICES, THIS WEBSITE, AND ANY CONTENT OBTAINED THEREFROM ARE
PROVIDED ON AN “AS IS” BASIS AND VINOCHECK EXPRESSLY DISCLAIMS ALL EXPRESS
AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. IN NO EVENT SHALL
VINOCHECK OR ANY OF ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES
OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT)
FOR (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE,
DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VINOCHECK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY OTHER MATTER RELATING TO
THE SERVICES OR THIS WEBSITE, OR (II) ANY DISCLOSURE OF INFORMATION PROVIDED
TO VINOCHECK (EVEN IF SUCH DISCLOSURE IS CAUSED BY THE NEGLIGENCE OF
VINOCHECK), EXCEPT TO THE EXTENT THAT SUCH IMPROPER DISCLOSURE IS DIRECTLY
CAUSED BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF VINOCHECK.
TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS
OF SERVICE ARE EXCLUSIVE AND YOU ARE LIMITED TO THOSE EXPRESSLY PROVIDED
FOR HEREIN. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL VINOCHECK’S
CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY
PAID BY YOU TO VINOCHECK IN THE THREE (3) MONTH PERIOD PRIOR TO THE DATE OF
THE INCIDENT GIVING RISE TO THE LIABILITY.
You agree to indemnify and hold harmless VinoCheck and its affiliates, directors, officers, employees,
contractors, and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or
the rights of a third party.

Termination

• A breach or violation of the Terms of Service, as determined in the sole discretion of VinoCheck,
  may result in an immediate termination of your Account.
• VinoCheck reserves the right to terminate your Account at any time in its sole discretion.
• You may terminate your Account at any time by emailing info@vinocheck.com and then following the specific
  instructions provided to you by VinoCheck.
• Upon termination of your Account by either party for any reason: (a) VinoCheck will cease
  providing you with the Services and you will no longer be able to access your Account; (b) you
  will not be entitled to any refunds of any fees paid to VinoCheck, pro rata or otherwise; and (c)
  any outstanding balance owed to VinoCheck for your use of the Services through the effective
  date of such termination will immediately become due and payable in full.
• If at the date of termination of your Account, there are any outstanding fees payable to
  VinoCheck, you will receive one final invoice via email.

Changes to Services and Fees

• VinoCheck may change the fees charged for the Services upon 30 days’ notice.
• VinoCheck reserves the right to modify or discontinue the Services (or any part thereof) at any time with or without notice.
• VinoCheck shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services.
• Billing commences 30 days after the Account is registered even if you have not yet commenced use of the Services.
• You shall be solely responsible for and agree to pay, indemnify, and hold VinoCheck harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on VinoCheck’s net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the Services or other deliverables in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items.

Marketing and Promotions

• You agree to participate in VinoCheck’s marketing and promotions, including, for example: (a)
  assisting VinoCheck in drafting and issuing press releases that identify you as a user of the
  Services; (b) participating in reference calls with analysts and customers; and (c) participating in
  surveys or case studies (either written or by video) or other co-marketing activities which may be
  distributed via VinoCheck’s webpage, social media channels, sales presentations, etc. 
• You hereby agree that VinoCheck may use your trademarks, brands, and logos (or if you are acting as a representative of your employer, your employer’s trademarks, brands, and logos) in connection with VinoCheck’s marketing and promotions, including in VinoCheck’s webpage,
  social media channels, sales presentations, etc.

General

• You are responsible for providing your end users with copies of these Terms and Conditions and
  the Privacy Policy.
• These Terms of Service shall be governed by and interpreted in accordance with the laws of the
  Province of British Columbia and the laws of Canada applicable therein, without regard to
  principles of conflicts of laws. Any dispute or claim arising out of or in connection with the
  Terms of Service will be dealt with the exclusive jurisdiction of the courts of the Province of
  British Columbia.
• The failure of VinoCheck to exercise or enforce any right or provision of the Terms of Service
  shall not constitute a waiver of such right or provision.
• The Terms of Service constitute the entire agreement between you and VinoCheck and govern
  your use of the Services, superseding any prior agreements between you and VinoCheck
  (including, but not limited to, any prior versions of the Terms of Service).
• If you have any questions about these Terms of Service, please contact us at info@vinocheck.com