Data Terms and Conditions

Effective Date July 26, 2017

Thank you for subscribing to Drizly’s beverage alcohol market insights services and data products (“Insights Services”). These Terms and Conditions govern your access and use of Drizly’s Insights Services. Your access and use of Insights Services constitutes your agreement with these Terms and Conditions. Drizly may modify these Terms and Conditions and will notify you when it does. Your continued access and use of the Insights Service after the effective date of any such modification(s) will constitute your ongoing agreement. You represent that you are authorized to accept these Terms and Conditions and to access and use Insights Services.

1. Insights Services. Subject to your compliance with these Terms and Conditions, Drizly shall use commercially reasonable efforts to deliver market analysis, benchmarking and other information services to you in accordance with subscription package you elect. Your subscription to Insights Services include access to data, tools, analyses, reports, articles, summaries, illustrations and other content provided by Drizly as part of the specific Insights Service to which you subscribe. You acknowledge that such services and content are provided by Drizly for informational purposes only; you shall at all times maintain absolute discretion regarding brand selection and the type and quantity of products that you manufacture, distribute, purchase, and sell. Drizly does not intend for any activity hereunder to result in the exclusion, in whole or in part, of any product of any manufacturer, importer, supplier, wholesaler or distributor, or retailer, or result in any unfair trade practices. For the avoidance of doubt, your subscription to Insights Services includes access to the software program that enables the relevant Insights Services and all subsequent versions and iterations thereof and modifications, improvements, expansions, extensions, upgrades, updates, enhancements or replacements thereto. Any software being provided is in the form of “software as a service” and therefore no software or equipment or other materials will be physically delivered by Drizly.

2. Subscription. In order to enable Insights Services, you must register and maintain an account with Drizly. You are solely responsible for ensuring that the information in your subscription account is current, complete and accurate. You are also solely responsible for any and all activity and transactions which occur through your account. You should keep your account username and password secure and confidential. You shall immediately notify Drizly of any suspected or actual unauthorized use or security issue related to your account. You may access and use the Insights Service through authorized means only. Drizly is not responsible for ensuring that you have compatible technology or have downloaded the correct version of the Software. Drizly shall invoice you on a monthly basis for any applicable subscription fees. Subscription fees, if any apply, are due and payable within thirty (30) days of the date appearing on the invoice. If you fail to timely pay your subscription fees, then your access to Insights Services may be restricted and may be suspended until payment is made. Drizly may also terminate your subscription and access if non-payment continues for more than thirty (30) days. Drizly has the right to increase subscription fees upon at least thirty (30) days prior written notice, which may be given via e-mail sent to the address you indicated on your registration form. Drizly explicitly reserves the right to suspend or terminate access to Insights Services at any time without advance notice if you fail to abide by these Terms and Conditions. If any claim is made by a third party based on your access or use of Insights Services, Drizly shall not be responsible and shall be entitled to suspend or terminate your access and require you to indemnify Drizly against any consequential claim that is brought against Drizly.

3. License and Intellectual Property. Subject to these Terms and Conditions, Drizly grants you a non-exclusive worldwide right and license to access and use the Insights Service and content therein to which you subscribe. You shall not: (a) distribute, publish, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Insights Service or content therein in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Insights Service or content therein; (c) attempt to obtain any information or content from the Insights Service using any robot, spider, scraper or other automated means for any purpose; (d) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Insights Service or content therein; (e) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Insights Service (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced or open data components included with the Insights Service); (f) use any means to discover the trade secrets in the Insights Service; (g) to otherwise circumvent any functionality that controls access to or otherwise protects the Insights Service and the content therein; (h) use the Insights Service for any purpose that facilitates illegal activity or is unlawful, harmful, threatening or harassing; or (i) permit any third party to engage in any of the acts described in clauses (a) through (h). “Intellectual Property” means intellectual property regardless of form, including any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability, software development tools, trade names, trademarks, service marks, logos, trade dress and other similar indicia of origin (including the associated goodwill associated therewith), trade secrets, know-how, processes, methodologies, templates, frameworks, technology, algorithms, HTML formatting and software code, URLs, keywords and other navigational elements, databases, on-screen layouts, product categories and descriptions, text, graphics, images, artwork, video, audio, creative content, tangible artistic or textual materials, training and instruction materials, documentation, user-guides and operating manuals, works of authorship, and other materials, and all intellectual property rights therein. The Insights Service and all of its components and elements are a part of Drizly’s Intellectual Property. Except as expressly stated in these Terms and Conditions, no right, title, license, or interest in Drizly’s Intellectual Property is intended to be given to you as a result of the Insights Service. You shall not take any action that shall interfere with or diminish Drizly’s rights in its Intellectual Property. Any and all suggestions for correction, change and modification to the Insights Service and all improvements are and will remain the property of Drizly. Your provision of feedback does not and will not give or grant you any right, title or interest in the Insights Service or in any such feedback. From time to time, Drizly may make certain information available on an “open” basis. You may copy, reproduce, adapt, analyze, create derivative works of and translate information expressly designated by Drizly as “Open Data” provided you attribute Drizly as the original source in any publication and provided you use such information for your own business purposes only and not in any manner competitive to Drizly. For the sake of clarification, such open data does not constitute publicly available information and shall remain the property of its original source if not Drizly.

4. Integration. Certain Insights Services may require you to share information with Drizly. You grant to Drizly a perpetual, irrevocable, nonexclusive, royalty free, fully paid up, worldwide license, with right of sublicense through multiple tiers, to use and disclose the information you provide to Drizly for purposes of performing Insights Services. This information may be included in a greater data set maintained by Drizly. Drizly may publish aggregated information and will not name you as the source of particular information, or include any personal information, in disclosures to third parties. You acknowledge that the quality of certain Insights Services depends on your sharing accurate information on a timely basis and so agree to promptly provide information upon reasonable request by Drizly.

5. Personal Information. You acknowledge and consent to Drizly’s use of personal information in a manner consistent with Drizly’s Privacy Policy, where “Service” as used therein refers to Drizly’s Insights Services.

6. Representation and Warranties. Drizly represents and warrants that no other party has unduly influenced or improperly induced Drizly to offer or provide the Insights Service to you. You represent and warrant that you have the full right, power and authority pursuant to law to enter into and to perform your obligations under these Terms and Conditions and to grant the rights and licenses set forth in these Terms and Conditions. If you are accepting these Terms and Conditions and accessing and using the Insights Service on behalf of another party, you represent and warrant that you have the authority to do so. You further represent and warrant that you shall at all times exercise absolute and independent discretion regarding brand selection and the type and quantity of the products that you manufacture, distribute, purchase and sell, without undue influence or improper inducement from another party.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE INSIGHTS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND (ALL OF WHICH ARE HEREBY DISCLAIMED), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRIZLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY OF ANY RESULTS OF ANY KIND. YOU CONFIRM THAT DRIZLY HAS NOT MADE ANY CLAIMS OR REPRESENTATIONS OF GUARANTEED OR ANTICIPATED PROFITS THAT MAY RESULT FROM THE USE OF THE INSIGHTS SERVICE AND DRIZLY EXPRESSLY DISCLAIMS LIABILITY FOR ANY PROFIT PROJECTIONS WHICH MAY HAVE BEEN PROVIDED TO YOU. YOU ACKNOWLEDGE THAT BENCHMARKING DATA PROVIDED AS PART OF THE INSIGHTS SERVICE IS COMPILED IN PART FROM MATERIAL SUPPLIED TO DRZLY BY YOU AND OTHER PARTIES AND THAT DRIZLY CANNOT AND THEREFORE DOES NOT WARRANT THE ACCURACY OF THAT BENCHMARKING DATA AND EXPRESSLY DISCLAIMS (AND YOU ACCEPT SUCH DISCLAIMER) OF ANY LIABILITY ARISING OUT OF ANY RELIANCE PLACED ON SUCH DATA.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRIZLY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRIZLY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSS OF USE, DATA OR PROFITS, OR ANY OTHER DAMAGES OR LOSSES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE INSIGHTS SERVICE.

The foregoing limitations are an essential element of the agreement between them and that in the absence of such limitations these Terms and Conditions would be substantially different.

8. Termination and Suspension. In addition to the termination rights set forth elsewhere in these Terms and Conditions, you may terminate your subscription without incurring liability by providing at least thirty (30) days written notice to Drizly. In addition to the termination and suspension rights set forth elsewhere in these Terms and Conditions, Drizly may terminate or suspend your subscription and access without incurring liability by providing at least at least thirty (30) days written notice to you. Drizly may also terminate or suspend your subscription and access without advance notice and without incurring liability if Drizly reasonably considers that such action is necessary to comply with applicable laws or regulatory requirements or requests. Upon termination of your subscription for any reason all rights and licenses granted hereunder shall terminate as of the date specified in the termination notice and each party shall cease accessing and using the other party’s information, except that Drizly may continue to use information provided by you prior to and through the effective date of termination in accordance with these Terms and Conditions, and you may continue to use any information provided by Drizly to you prior to and through the effective date of termination in accordance with these Terms and Conditions. Upon termination of these Terms and Conditions, the following provisions shall survive: 3, 4, 5, 6, 7, 8 and 10; however, the license granted in section 3 shall not survive and any obligation for you to provide information to Drizly under section 4 shall not survive.

9. Force Majeure. Neither you nor Drizly will be deemed to be in default of or to have breached any provision of these Terms and Conditions as a result of any delay, failure in performance or interruption of service (except for failure to timely pay), resulting from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires or other catastrophes or occurrences which are beyond such party’s reasonable control. Notwithstanding the foregoing, if any excusable delay or failure to perform by a party exceeds twenty (20) days, the other party shall have the right to cancel the subscription or access to the Insights Service, without liability.

10. General. References to “Drizly” throughout these Terms and Conditions includes Drizly’s Related Entities. “Drizly’s Related Entities” mean any corporations or other legal entities, in whatever country organized, controlled by, controlling, or under common control with Drizly. For purposes of this definition, the term “control” means: (i) a fifty percent (50%) or greater interest in the net assets, profits or cash flow of a business organization of any nature; (ii) the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees; or (iii) the power to direct management or governance, whether through the ownership of voting securities, by contract or otherwise. You may not assign or transfer any of your rights or obligations under these Terms and Conditions without the prior written consent of Drizly. Drizly may assign or delegate these Terms and Conditions or any or all of its rights and obligations under these Terms and Conditions to its Related Entities or to a successor in interest in connection with the merger, consolidation, reorganization or sale of all or substantially all of its assets or equity or that portion of its business to which these Terms and Conditions relates. Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. These Terms and Conditions shall be governed by and construed in accordance with the Laws of the Commonwealth of Massachusetts, without regard to the conflict of law principles thereof. You irrevocably and unconditionally agree that any legal proceeding arising under or in connection with these Terms and Conditions, except for those seeking injunctive relief, will be brought exclusively in the state or federal court located in Boston, Massachusetts. You agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims or disputes, and waive any objection as to inconvenient forum. A party’s breach of the confidentiality provisions of these Terms and Conditions or infringement or violation of a party’s intellectual property rights, may cause irreparable damage to such party and that in the event of such breach, infringement or violation by a party, the other party shall have, in addition to any and all remedies at law, the right to seek an injunction, specific performance or other equitable relief in a court of law. If any provision of these Terms and Conditions (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances, and you and Drizly shall endeavor to fulfill the intent of the severed provision to the extent permitted by applicable law. Except as specifically stated otherwise, all notices or other communications given under these Terms and Conditions shall be in writing (and e-mail notices sent to the e-mail addresses indicated in the registration form are sufficient). You and Drizly are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between you and Drizly. Neither party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Failure by you or Drizly to exercise or enforce any rights under these Terms and Conditions shall not act as a waiver of such right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies at law or in equity. Any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to these Terms and Conditions. All captions, titles or section headings are for ease of reference only, shall not affect the interpretation or construction of any provisions of these Terms and Conditions, and shall not be deemed part of these Terms and Conditions. Wherever the word “including” or “include” shall appear in these Terms and Conditions, such term shall be construed to mean “including without limitation” or “include without limitation,” as the case may be. These Terms and Conditions contain the entire agreement and understanding between the parties with respect to the Insights Service, except as otherwise provided herein, supersedes and replaces all prior and contemporaneous agreements between the parties regarding such subject matter whether written or oral.