Platform Terms of Service

Agreement to These Terms

These Platform Terms of Service (these **Terms**) govern your access to and use of brand storefront websites, mobile experiences, checkout flows, and related services (collectively, the **Platform**) operated by **SipSocial, Inc.**, a Delaware corporation (**SipSocial**, **we**, **us**, or **our**). By accessing or using the Platform, creating an account, placing an order, or clicking to accept these Terms where presented, you agree to be bound by these Terms and our Platform Privacy Policy. If you do not agree, do not use the Platform.

These Terms apply to you as a consumer shopper (**you** or **Customer**) browsing or purchasing through a brand-operated storefront powered by SipSocial technology. Your relationship for the sale of alcoholic beverages is with an independent licensed retailer, not with SipSocial as seller. Please read these Terms carefully, including the disclaimers, limitation of liability, indemnity, governing law, and arbitration provisions in Sections 16 through 20.

We may make these Terms available in additional languages for convenience. If a translation conflicts with the English version, the English version controls.

Definitions

For purposes of these Terms, the following definitions apply:

**Account** means a registered customer profile associated with your email address, phone number, or other credentials used to sign in, save preferences, or complete checkout on the Platform.

**Adult Signature** means a delivery confirmation process requiring the recipient to demonstrate that they are at least twenty-one (21) years of age and to sign for receipt of an alcohol shipment where required by law or carrier policy.

**Alcoholic Beverages** or **Alcohol Products** means beer, wine, spirits, ready-to-drink beverages, and other products regulated as alcoholic beverages under applicable federal, state, and local law.

**Brand** or **Brand Partner** means the beverage company, trademark owner, or marketing licensor whose name, logos, product information, and creative assets appear on a storefront, whether or not that Brand is the seller of record.

**Checkout** means the sequence of pages, forms, payment authorization steps, and order confirmation screens through which you submit an order request.

**Licensed Retailer**, **Retailer**, or **Seller** means an independent third-party business entity holding the licenses and permits required to sell Alcoholic Beverages to you in your jurisdiction, which fulfills your order, processes payment where applicable, and bears responsibility for compliance with alcohol beverage laws.

**Order** means your submitted request to purchase products from a Licensed Retailer through the Platform, subject to acceptance, inventory availability, legal eligibility, and payment authorization.

**Platform** means SipSocial’s technology services, including hosted storefronts, product discovery, cart, Checkout, order routing, customer account tools, notifications, and related features made available at brand-specific domains or subdomains.

**Products** means goods listed on a storefront, including Alcoholic Beverages and any non-alcohol merchandise offered by a Licensed Retailer.

**Storefront** means a brand-dedicated shopping experience on the Platform identified by brand name, subdomain, or custom domain configuration.

**Three-Tier System** means the regulatory framework in the United States under which manufacturers, distributors, and retailers operate under separate licenses, with restrictions on who may sell to whom and how Alcohol Products may be shipped or delivered.

**You** or **Customer** means any individual who accesses or uses the Platform.

Other capitalized terms used in these Terms have the meanings given in context or in our Platform Privacy Policy.

SipSocial’s Role as Platform and Marketplace

SipSocial provides technology and marketplace infrastructure that connects Customers with independent Licensed Retailers and Brand Partners. **SipSocial is not the seller of Alcoholic Beverages** offered through the Platform unless we expressly state otherwise in writing for a specific transaction. We do not take title to Products sold by Licensed Retailers, do not hold alcohol licenses as retailer of record for those sales, and do not act as your agent for purposes of the sale contract between you and the Licensed Retailer.

Our role is limited to facilitating discovery, merchandising, Checkout, payment routing where integrated, order transmission, and customer support tooling as described on the Platform. Licensed Retailers are solely responsible for determining whether they may lawfully sell to you, for pricing and promotions they offer, for fulfilling and shipping Orders, for age verification at delivery, for returns or refunds to the extent permitted by law, and for compliance with alcohol beverage regulations, tax obligations, and carrier requirements.

Nothing in these Terms creates a partnership, joint venture, employment, or franchise relationship between you and SipSocial. No Brand Partner endorsement of a Licensed Retailer, and no SipSocial display of Brand assets, constitutes a warranty that any particular Product is available in your location or suitable for your purposes.

Licensed Retailers Fulfill Orders

When you complete Checkout, you submit an Order to the Licensed Retailer identified at Checkout (or in your order confirmation). That Licensed Retailer is responsible for:

• Accepting or declining your Order based on inventory, legal restrictions, fraud prevention, or business policies;
• Charging your payment method where the Retailer is merchant of record or confirming payment processed through integrated providers;
• Preparing, packaging, and shipping or delivering Products;
• Providing order status, tracking, and delivery-related communications as required by law;
• Handling product quality claims, mis-shipments, and permissible refunds or replacements under the Retailer’s policies and applicable law; and
• Maintaining records and licenses required for alcohol sales.

SipSocial may provide tools that display order status, facilitate messages, or route support inquiries, but **fulfillment obligations rest with the Licensed Retailer**. If you have a dispute about product condition, delivery, or charges assessed by the Retailer, you must address that dispute with the Licensed Retailer in the first instance, subject to any payment-network or chargeback rights you may have under separate agreements.

No Offer; Invitation to Treat

Product listings, prices, descriptions, images, and availability information on the Platform are provided for informational and merchandising purposes. **Display of a Product does not constitute an offer to sell** that SipSocial or any Licensed Retailer is obligated to honor in all circumstances. Checkout constitutes your **offer** or **order request** to purchase from the identified Licensed Retailer. The Licensed Retailer may accept, reject, or cancel Orders before shipment for reasons including inventory errors, pricing mistakes, suspected fraud, inability to verify eligibility, or legal impossibility of delivery to your address.

We and Licensed Retailers reserve the right to correct errors in pricing, descriptions, or promotions and to limit quantities per Customer or household. If an Order is cancelled after payment authorization, the Licensed Retailer or payment processor will reverse or refund charges in accordance with applicable law and their policies.

Eligibility; Age 21 and Older

The Platform is intended only for individuals who are **at least twenty-one (21) years of age** (or the higher minimum age required in your jurisdiction). By using the Platform, you represent and warrant that you meet that age requirement and that you will not permit minors to use your Account or receive Alcohol Products ordered through the Platform.

We and Licensed Retailers may use age-affirmation checkpoints, identity verification, database checks, or delivery-time verification to enforce age requirements. Providing false age information is prohibited and may result in Order cancellation, Account termination, and reporting to authorities where appropriate.

Accounts, Security, and Checkout

You may browse certain areas without an Account, but Checkout or saved preferences may require registration. You agree to provide accurate, current, and complete information and to update it as needed. You are responsible for safeguarding your credentials and for all activity under your Account. Notify us promptly at legal@sipsocial.com if you suspect unauthorized access.

Checkout may require delivery address, billing information, contact details, and acknowledgments of alcohol shipping restrictions. You authorize us and our service providers to process information you submit as described in the Platform Privacy Policy. Payment cards and digital wallets are processed by third-party payment processors; SipSocial does not store full card numbers on its own systems where prohibited by payment network rules.

You agree not to use the Platform for speculative, false, or fraudulent Orders, reseller arbitrage in violation of Retailer policies, or bulk purchases intended to circumvent legal limits.

Alcohol Laws, Three-Tier Restrictions, and Shipping

Alcohol commerce in the United States is heavily regulated. **Availability of Products and shipping options depends on your location**, the Licensed Retailer’s licenses, distributor relationships, and carrier rules. Many states prohibit or restrict direct-to-consumer shipment of certain categories, impose quantity limits, require separate licenses for interstate sales, or mandate use of licensed wholesalers.

By placing an Order, you represent that:

• The delivery address is in a jurisdiction where the Licensed Retailer is authorized to sell to you;
• You will not reship, redistribute, or export Products in violation of law;
• You understand that title and risk of loss may pass upon delivery in accordance with the Retailer’s terms and applicable law; and
• You will comply with all local laws regarding possession, consumption, and open-container rules.

We may block Checkout, modify available carriers, or cancel Orders when geolocation, address validation, or compliance rules indicate that a sale cannot lawfully occur. **It is your responsibility to know the laws applicable to you.** SipSocial does not provide legal advice regarding alcohol regulations.

Adult Signature and Delivery

Alcohol shipments typically require **Adult Signature** at delivery. Carriers may refuse delivery if no eligible adult is present, if the recipient cannot produce acceptable identification, or if the delivery location is undeliverable under alcohol policies (for example, certain post office boxes or restricted facilities). Failed delivery attempts may result in return shipment, additional fees, or forfeiture of Products where permitted by law and Retailer policy.

You agree to provide a deliverable address and to arrange receipt by an adult authorized to sign. Risk of loss or damage during transit may be allocated between you and the Licensed Retailer as stated in their policies or under applicable default rules.

Relationship with Brand Partners

Brand Partners license trademarks and product content for use on Storefronts. **A Brand Partner is not the seller** unless explicitly identified as seller of record at Checkout. Brand Partners do not control Licensed Retailer inventory, pricing, or fulfillment decisions unless separately disclosed.

Communications that appear to come from a Brand may be sent through Platform tooling on behalf of the Brand or Retailer. Marketing opt-outs are handled as described in the Privacy Policy and any brand-specific preferences presented to you.

Intellectual Property

The Platform, including its software, design, compilation of content, and SipSocial trademarks, is owned by SipSocial or its licensors and protected by intellectual property laws. Brand Partners retain rights in their respective trademarks and product assets. You receive a limited, revocable, non-exclusive license to access and use the Platform for personal, non-commercial shopping in compliance with these Terms.

You may not copy, scrape, reverse engineer, frame, or exploit the Platform except as permitted by law. User-generated content you submit (such as reviews, if enabled) may be used by us and Retailers as described at submission, subject to applicable privacy rights.

Prohibited Conduct

You agree not to:

• Violate any law, regulation, or third-party right;
• Misrepresent age, identity, or delivery eligibility;
• Use bots, scripts, or automated means to access the Platform without permission;
• Interfere with security, rate limits, or infrastructure;
• Upload malware or harass personnel or other users;
• Attempt to purchase for minors or for illegal resale;
• Circumvent geographic restrictions or Retailer quantity limits; or
• Use the Platform to infringe intellectual property or publicity rights.

We may investigate violations and cooperate with law enforcement. Remedies include suspension, termination, Order cancellation, and legal action.

Disclaimers

THE PLATFORM AND ALL CONTENT ARE PROVIDED **“AS IS” AND “AS AVAILABLE.”** TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIPSocial AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OF PRODUCT DESCRIPTIONS, LABEL INFORMATION, ALLERGEN STATEMENTS, OR AVAILABILITY PROVIDED BY BRANDS OR RETAILERS. **ALCOHOL CONSUMPTION CARRIES HEALTH AND SAFETY RISKS.** DRINK RESPONSIBLY. DO NOT OPERATE VEHICLES OR MACHINERY WHILE IMPAIRED.

California Proposition 65

Certain products offered through the Platform may expose you to chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm. Product labels, Licensed Retailer disclosures, and manufacturer information may contain additional warnings. For general information, visit [www.P65Warnings.ca.gov](https://www.P65Warnings.ca.gov).

SIPSocial IS NOT RESPONSIBLE FOR ACTS OR OMISSIONS OF LICENSED RETAILERS, BRAND PARTNERS, CARRIERS, OR PAYMENT PROCESSORS. ANY DISPUTE ABOUT PRODUCT QUALITY, LEGAL COMPLIANCE OF A SALE, OR DELIVERY IS BETWEEN YOU AND THE LICENSED RETAILER, SUBJECT TO APPLICABLE CONSUMER PROTECTION LAWS THAT CANNOT BE WAIVED.

Some jurisdictions do not allow certain disclaimers; in those jurisdictions, disclaimers apply to the fullest extent permitted.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIPSocial OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.

OUR **TOTAL AGGREGATE LIABILITY** FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNTS YOU PAID TO SIPSocial FOR PLATFORM SERVICES (IF ANY) IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR CLARITY, AMOUNTS YOU PAY TO A LICENSED RETAILER FOR PRODUCTS ARE NOT AMOUNTS PAID TO SIPSocial FOR PLATFORM SERVICES UNLESS SipSocial IS EXPRESSLY IDENTIFIED AS SELLER OF RECORD.

These limitations apply to the fullest extent permitted in your jurisdiction and do not limit liability for fraud, intentional misconduct, or death or personal injury caused by our gross negligence where such limitation is prohibited by law.

Indemnity

You agree to defend, indemnify, and hold harmless SipSocial and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of law or third-party rights; (d) Orders you place, including alcohol-related incidents tied to your conduct; or (e) content you submit. We may assume exclusive defense and control of any matter subject to indemnity, and you will cooperate with us.

Governing Law

These Terms and any dispute or claim arising out of or relating to them are governed by the **laws of the State of Delaware**, without regard to conflict-of-law principles that would require application of another jurisdiction’s laws, except that mandatory consumer protection laws of your state of residence may apply to the extent they cannot be waived by contract.

Dispute Resolution and Arbitration

**Please read this section carefully. It affects your rights.**

Informal Resolution

Before filing a claim, you agree to contact us at legal@sipsocial.com and provide a brief written description of the dispute and your contact information. We will attempt to resolve the matter informally within sixty (60) days.

Binding Arbitration

Except for disputes that qualify for small claims court or for injunctive relief relating to intellectual property or unauthorized access, **you and SipSocial agree that disputes will be resolved by binding arbitration** administered by the American Arbitration Association (**AAA**) under its Consumer Arbitration Rules then in effect. The arbitration will be conducted in English, with one arbitrator, in a location mutually agreed or, if no agreement, in New Castle County, Delaware, or by videoconference if the arbitrator permits.

The arbitrator may award relief available in court to an individual claimant, but **may not consolidate claims** or preside over any form of representative or class proceeding. **You and SipSocial waive any right to a jury trial and to participate in a class action** to the fullest extent permitted by law.

If the waiver of class proceedings is found unenforceable, the arbitration agreement will be void as to that claim, and the dispute will proceed in court as set forth below.

Exceptions

Either party may seek injunctive or equitable relief in state or federal court located in Delaware to prevent misuse of intellectual property or the Platform. Either party may bring an individual action in small claims court if eligible.

Fees

AAA rules govern filing and administrative fees. We will not seek attorneys’ fees from you in arbitration unless the arbitrator determines your claim was frivolous or brought for an improper purpose, or unless otherwise permitted by law.

Opt-Out

You may opt out of arbitration within thirty (30) days of first accepting these Terms by emailing legal@sipsocial.com with subject line “Arbitration Opt-Out,” your name, and the email associated with your Account. Opt-out does not affect other provisions of these Terms.

Survival

This Section survives termination of these Terms and your use of the Platform.

Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will post the updated Terms on the Platform with a revised effective date and, where appropriate, provide additional notice (such as email or a banner). Your continued use after the effective date constitutes acceptance unless applicable law requires express consent. If you do not agree, you must stop using the Platform and close your Account.

General Provisions

**Entire Agreement.** These Terms, together with the Platform Privacy Policy and any policies incorporated by reference on Checkout, constitute the entire agreement between you and SipSocial regarding the Platform.

**Severability.** If any provision is held invalid, the remaining provisions remain in effect.

**No Waiver.** Failure to enforce a provision is not a waiver.

**Assignment.** You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

**Force Majeure.** We are not liable for delays or failures due to events beyond our reasonable control.

**Notices.** We may provide notices electronically through the Platform or to your email on file.

Contact

Questions about these Terms should be sent to **legal@sipsocial.com**. For order-specific issues, contact the Licensed Retailer using information in your order confirmation.

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*Last updated: effective date shown in front matter. Licensed Retailer-specific terms, return policies, and shipping rules may apply in addition to these Platform Terms.*